Netweb Technologies India Ltd Directors Report

27^th Directors Report

Your Directors take the immense pleasure in presenting before you the Twenty-Seventh (27^th) Annual Report of Netweb Technologies India Limited (CompanyorNetweb) for the financial year ended March 31,2026 along with Audited Financial Statements and Auditors Report thereon.

Financial Summary/Performance of the Company

During the year, the financial performance of the Company, achieved new heights in terms of revenue & other financial aspects and set a new milestone for its future performance. Below is the summary of the financial performance of the Company for the year.

		( Rs. in million)
	FY 2025-26	FY 2024-25
Revenue from operations	21,835.63	11,490.21
Other income	188.42	93.90
Total income	22,024.05	11,584.11
EBITDA	3,036.84	1,684.33
Depreciation and amortisation expenses	(142.11)	(113.43)
Finance costs	(129.53)	(40.90)
Profit before tax	2,765.20	1,530.00
Current tax	(695.35)	(402.05)
Deferred tax	(11.69)	9.56
Profit after Tax (PAT)	2,058.16	1,137.51
Basic Earnings per equity share (EPS)	36.30	20.12
Diluted Earnings per equity share (EPS)	36.30	20.11

Note: The above figures are extracted from the audited standalone financial statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS").

Overview and State of affairs, Operation of the Company and Future Outlook

During the year under review, Revenue from Operations reaching Rs.21,835.63 million in FY26, reflecting a year-on- year growth of 90.0%. This record annual performance underscores the strength of our business model and the accelerating demand for high-end computing systems in India.

Operating EBITDA FY26 stood at Rs.2,848 million, Adjusted Operating EBITDA stood at Rs.2,901 million, up 82.4% YoY, with a margin of 13.3%, while PAT stood at Rs.2,058 million, up 80.9% YoY, with a PAT margin of 9.3%. These results reflect not just top-line momentum, but disciplined margin sustained across our business.

All the financial aspects of the Company have shown steady and excellent growth.

The detailed analysis on the state of affairs, operation of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

Transfer to Reserves

The same is also disclosed in the note no. 15 of the notes to the financial statements for the financial year 2025-26 forming part of the Annual Report for the year under review.

Dividend and Dividend Distribution Policy

In compliance with regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure requirements) Regulations 2015, the Company has adopted a Dividend Distribution Policy.

The Policy is available at https://netwebindia.com/investors/ Dividend%20Distrihntion%20Policy.pdf. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders.

The Board of Directors are pleased to recommend a final dividend of Rs.3.00 per equity share for the financial year 2025-26 to the shareholders of the Company i.e. 150% ofthe face value of shares of the Company. The total cash outflow on account of the payment of Dividend would be 17.08 Crores (approx). The proposed dividend is recommended for the approval of the Members in the upcoming Annual General Meeting.

The Board has decided to keep the remaining amount of profit as reserve for the growth of the Company.

The Dividend, if approved by the Members in the ensuing Annual General Meeting will be paid within 30 days of the Annual General Meeting.

Also, pursuantto the provisions of the IncomeTaxAct, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 01, 2020, shall be taxable in the hands of the Members.

The Company shall, therefore, deduct tax at source (TDS) at the time of making the payment of dividends to the shareholders. The Register of Members and Share Transfer Books of your Company shall remain closed from September 12, 2026 to September 19, 2026 (both days inclusive). The record date is August 07, 2026 for the purpose of determining eligible shareholders forthe purpose of payment of dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Details of dividends previously declared and paid by the Company are given under the Corporate Governance Report which forms part of this Integrated Annual Report for FY 2025-26. The details of the unclaimed dividend as on March 31, 2026 for previous years are available on the website of the Company at https://.netwebindia.com/ investors/corporategovernance.php. The details of all unpaid/unclaimed dividend as on the closure of year, will be filed with the Registrar of Companies within 60 days from the date of the AGM.

During the year under review, there is no amount which is required to be transferred to the Investor Education and Protection Fund ("IEPF") as per the provisions of Section 125(2) of the Companies Act, 2013 ("Act").

Details pertaining to shares in the suspense account

There is no share lying in the unclaimed suspense account or any other escrow account.

Issued Share Capital and Authorised Capital

During the financial year 2025-26, there was no change in the Authorised Share Capital of the Company. The Authorised Share capital stands at Rs.15,00,00,000 [Rupees Fifteen Crores only].

However, the issued and paid-up share capital increased during the financial year 2025-26. The details of the increase in the issued and paid-up share capital are presented in the below table:

		(Amount in Rs.)
Particulars	No of Shares [Issued and Paid-up Capital]	FY 2025-26 [Issued and Paid-up Capital]
At the beginning of the financial year 2025-26	5,66,53,868	11,33,07,736
Add: Shares issued under the Employee Stock Options Plan	2,86,819	5,73,638
At the end of the financial year 2025-26	5,69,40,687	11,38,81,374

Note: Fare value of enuitv shares is Rs. Rs. ner share.

Equity Shares with Differential Voting Rights

The Company hasnt issued any equity shares with differential voting rights.

Report on the utilisation of proceeds of the Initial Public Offer

The Company has appointed CRISIL Ratings Limited as the monitoring agency to monitor the utilisation of the issue proceeds from the Initial Public offer of the Company. The Monitoring agency has duly submitted its reportquarterly to the Audit Committee and the Board of Directors. The Audit Committee and Board of Directors duly took note of the same and filed it with the stock exchange as required under Regulation 32(6) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There were no deviations or variations in the utilisation of issue proceeds from the objects as stated in the offer document for Public Issue of shares of the Company.

Deposits

The Company has not accepted any deposit within the meaning of sections 73 and 76 of the Companies Act, 2013 and the rules framed thereunder during the financial year 2025-26 and therefore, no amount of principal or interest was outstanding as on the date of the Balance Sheet. During the financial year 2025-26, the Company filed E-Form DPT-3 with the ROC in compliance of the Companies Act, 2013.

Material changes and commitments affecting the financial position of the Company

There has not been any material change or commitment that has occurred between the end of financial year ended on March 31, 2026, and the date of this report that could have affected, in any manner, the financial performance of the Company.

Change in the nature of the Business

There has been no change in the nature of the business of the Company during the year under review.

Credit Ratings

The details of Credit ratings on the Bank facilities availed by the Company as provided by CRISIL Ratings Limited are as follows:

Date	Credit Rating
June 20, 2025	Long Term Rating: A/Stable (Reaffirmed)
	Short Term Rating: A1 (Reaffirmed)

Particulars of Loans, Guarantees or Investments

The Company has adhered to the provisions of Section 186 and other applicable provisions of the Companies Act, 2013 in respect of loans, advances and investments made by the Company and the particulars of such loans, advances and investment along with the details of related party disclosures with respect to loans/advances/investments at the year end, as required under Schedule V of the Listing Regulations have been provided in the Note No. 49 of the audited financial statements of the Company forming part of this Annual Report.

Particulars of contracts or arrangements made with Related Parties

The Company has adopted a policy on materiality of related party transactions and on dealing with related party transactions in compliance with the requirements of the Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at https://netwebindia. com/investors/Policy%7 0on%20related%20party%20 transactions.pdf.

All related party transactions that were entered into during the financial year ended March 31, 2026, were on an arms length basis, were carried out in the ordinary course of business and within the omnibus approval of the Audit Committee of the Company. Further, during the year, your Company has not entered into contracts or arrangements or transactions with the related parties which could be considered as material in accordance with the Policy of the Company on materiality of Related Party Transactions, as per section 188 of the Companies Act, 2013 read with rule 15 of Companies (Meeting of Board and its Power) Rules

2014 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

I n view of the above, disclosure in Form AOC-2 is not applicable.

Your Board draws the attention of the members to (refer Note No 38 to the "Notes to Financial Statements").

Annual Return

As perthe requirements of Section 92(3) of the Act and rules framed thereunder, including any statutory modifications/ amendments thereto for the time being in force, the annual return in form MGT-7 for FY 2025-26 will be placed on the Companys website. The same may be accessed at .netwebindia.com/investors/corporategovernance.html.

Details of material and significant orders passed by the regulators or Courts or Tribunals

During the FY 2025-26, no notices or orders or any directions by any regulator, statutory and quasi-judicial body, court or tribunal were received by the Company which could have affected the working and/or the performance of the Company or going concern status of the Company.

There had been no instances of onetime settlement with any Bank.

There had been no corporate insolvency application filed against the Company under any court or any judicial body.

Details of Subsidiary/ Holding/joint Venture/Associate Companies

The Company has only one subsidiary Company named Netweb Foundation, a Company incorporated under Section 8 of the Companies Act, 2013. By virtue of it being a section 8 company, the consolidation of the financial statements is not required. Form AOC-1 is attached as Annexure I for reference of the members.

Further, during the financial year 2025-26, no company became or ceased to become a subsidiary or joint venture or associate Company of your Company.

Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The ratio of the remuneration of each director & KMP to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officerand Company Secretary in the financial year:

Name	Ratio of Remuneration to the median remuneration of employees	% Increase in remuneration in the financial year
Managing Director & Whole Time Directors
Mr. Sanjay Lodha	36.93	15.00%
Mr. Navin Lodha	27.13	12.00%
Mr. Niraj Lodha	27.13	12.00%
Mr. Vivek Lodha	27.13	12.00%
Independent Directors
Mr. Mrutyunjay Mahapatra	1.47	NA
Mr. Vikas Modi	1.82	NA
Mrs. Romi Jatta	1.47	NA
Mr. Jasjeet Singh Bagla	1.32	NA
Chief Financial Officer
Mr. Ankit Kumar Singhal	10.40	53.00%
Company Secretary
Mr. Lohit Chhabra	3.50	19.00%

Notes:

(i) The above mentioned increase in the remuneration of the Directors isduetothe commission paid to them, calculated on the profits of the Company for the FY 2024-25. Else, there is no increase in the Basic remuneration of the Directors during the year.

(ii) The remuneration details in the above table pertain to directors and KMPsas required under the Companies Act, 2013. While calculating the median as presented above and % of increase in remuneration, the value of the stock option is not considered as stock options were not granted to Directors.

(iii) During the fiscal year, 2025-26, ESOP options wasnt granted to the employees of the Company.

(iv) Only Sitting fee was paid to Independent Directors during the year under review.

(v) The Directors of the Company are not in receipt of any remuneration or commission from the subsidiary Company.

(vi) The Company affirms that the remuneration is as per the remuneration policy of the Company.

b. The percentage increase in the median remuneration of employees in the financial year is (3.16%). The decrease in median remuneration during FY 2025-26 is primarily driven by the expansion of the Companys workforce to support business growth and future capacity requirements. The Company added a significant number of employees across graduate trainee, entry- level engineering, and mid-level professional roles during the year. As these positions are compensated at levels below the existing organisational median, the resulting change in employee mix has led to a reduction in the median remuneration figure.

c. The number of permanent employees on the rolls of Company are 569 as on March 31, 2026.

d. The average percentile increase already in the salaries of employees is 32.00% and the percentile increase in the managerial remuneration is 13.00%.

e. In terms of the provision of Section 136 of the Act and Rule 5(2), the report and the financial statement are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said information is available for inspection through electronic mode. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request.

Corporate Governance

The corporate governance philosophy of your Company is derived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organisation. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. The Company always makes constant efforts to set new benchmarks in corporate excellence.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. P.C Jain & Company, Practicing Company Secretaries [FRN: P2016HR051300], Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, has been provided in this Annual Report.

A certificate of the Managing Director and Chief Financial Officer of the Company in terms of Part B of Schedule II of SEBI Listing regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as annexure with report on Corporate Governance.

Employees Stock Option Plan of the Company

Your Company introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employees contributions in the success of the organisation. The objective of the said ESOPs is to enhance employee motivation, and enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

There has been no change in the Employee Stock Option Plan (ESOP schemes) during FY 2025-26. The disclosure relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) is provided on the website of the Company at https://.netwebindia.com/investors/Stock-Exchange- Filing.php

A certificate obtained from the Secretarial Auditors, confirming that the ESOP Schemes of the Company are in compliance with the SEBI SBEB Regulations and that the Company has complied with the provisions of the Companies Act, 2013.

During the reporting year under review, the Nomination and Remuneration Committee allotted 2,86,819 equity shares of Rs.2/- each pursuantto exercise of employee stock options by eligible employees under the Netweb Employee Stock Option Plan 2023.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure II to this Report. The same is uploaded on the website of the Company at https://netwebindia.com/investors/Stock- Exchange-Filing.php. Further, details of options granted and exercised are included in the notes to accounts forming part of financial statements.

Internal financial control and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the 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 disclosures. For more details, refer to the Managements discussion and analysis, which forms part of this Integrated Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(ii) Thatthe Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year 2025-26 and of the profit or loss of the Company for the year for the same period;

(iii) Thatthe Directors have taken proper and sufficient care for the maintenance of the 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) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Report on Management Discussion & Analysis and Corporate Governance

Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 (3) of the SEBI Listing Regulations and the declaration by the Chairman and Managing Director regarding affirmations for compliance with the Companys Code of Conduct are forming part of the Annual report for the year under review.

Disclosure as per requirement of Section 134(3)(m) of Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014

Information as required under Section 134(3)(m) on conservation of energy, Technology Absorption and Foreign exchange Earning and outgo stipulated under section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure III.

Auditors and Auditors Report

• Statutory Auditors

M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants, Firm Registration No 000756N/N500441 of ICAI, was appointed as Statutory Auditor of the Company on 20.09.2022 for 5 years. They have conducted the statutory audit for the financial year 2025-26. The Independent Auditors Report is forming part of the Annual Report. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report.

• Secretarial Auditors

M/s P.C Jain & Co, Practising Company Secretaries [FRN: P2016HR051300] were appointed as Secretarial Auditors of the Company for the next 5 financial years from FY 2025-26 till FY 2029-30 by the Board of Directors on 03.05.2025 and the shareholders of the company approved the appointment on 30.08.2025 for conducting the secretarial audit. The Secretarial Audit Report is attached as Annexure IV. There have been no qualifications, reservations or adverse remarks given in the report.

Furtherthe Company doesnt have any material unlisted subsidiary Company, so the Company is not required to give details of the secretarial audit of material unlisted subsidiary Company.

• Cost Audit and Cost Auditors

In terms of Section 148 of the Act read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 ("Cost Audit Rules"), Company is required to maintain cost audit records and conduct cost audit of such records under Rule 4 of Cost Audit Rules. Towards this end, M/s Sunny Chhabra 8i Co, Practicing Cost Accountants [M. No 32469] were appointed as Cost Auditors of the Company for the financial year 2025-26 by the Board of Directors on 31.07.2025 for conducting Audit of Cost records. The Board has recommended its remuneration to the Shareholders for ratification at the ensuing Annual General Meeting. The said report submitted by the auditor will be filed with the Ministry of Corporate Affairs. There were no qualifications, reservation, or adverse remarks by the Cost Auditors in their report for FY 2025-26.

Further, the Board has re-appointed M/s Sunny Chhabra & Co, Practicing Cost Accountants as the Cost Auditor of the Company for financial year 2026-27 on July 28,2026.

• Internal Auditors

M/s Sanmarks 8i Associates, Chartered Accountants [FRN: 003343N] was appointed as Internal Auditors of the Company for the financial year 2025-26 by the Board of Directors on May 03, 2025. They conducted the audit as prescribed under section 138 of the Companies Act, 2013. Their report was discussed and deliberated by the Audit Committee of the Company.

Board has appointed M/s Sankalp & Associates, Chartered Accountant Firm [FRN: 026578N] as the Internal Auditors for the FY 2026-27.

• Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings as issued by the Institute of Company Secretaries of India and approved as such by the Central Government pursuant to Section 118(10) of the Companies Act, 2013. Your Directors confirm the compliance of the Secretarial Standards during the year under review.

• Listing on Stock Exchanges

The Companys shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").

• Details of Directors and Key Managerial Personnel (KMP)

Presently, the details of the Board of Directors and Key managerial personnel of the Company comprise the following as of the closure of the financial year 2025-26:

S. No. Name	Designation
1. Mr. Sanjay Lodha	Chairman &. Managing Director
2. Mr. Vivek Lodha	Whole Time Director
3. Mr. Navin Lodha	Whole Time Director
4. Mr. Niraj Lodha	Whole Time Director
5. Mr. Mrutyunjay Mahapatra	Independent Director
6. Mr. Vikas Modi	Independent Director
7. Mr. Jasjeet Singh Bagla	Independent Director
8. Mrs. Romi Jatta	Independent Director
9. Mr. Ankit Kumar Singhal	Chief Financial Officer
10. Mr. Lohit Chhabra	Company Secretary &. Compliance Officer

During the financial year 2025-26, the Board of Directors had met 5 times. Details regarding dates of the Board Meeting and the Committees meetings for the year under review have been disclosed in the Corporate Governance report for the year under review made part of the Annual report. The attendance of the Directors are as mentioned below:

	Number of meetings attended/total meetings held during the FY 2025-26
Name of the Directors	No. of Board Meetings held during their tenure	No. of Board Meetings attended
Mr. Sanjay Lodha	5	5
Mr. Vivek Lodha	5	5
Mr. Navin Lodha	5	5
Mr. Niraj Lodha Mr. Mrutyunjay Mahapatra	5 5	4 5
Mr. Vikas Modi	5	5
Mr. Jasjeet Singh Bagla	5	4
Mrs. Romi Jatta	5	5

In accordance with the provisions of the Companies Act, Mr. Navin Lodha (DIN: 00461924), being the longest in the office is liable to retire by rotation and being eligible, offers himself for reappointment. Accordingly, a resolution seeking his re-appointment is given in the notice of the 27^th Annual General Meeting.

Details of changes in Directors, Key Managerial Personnel & Senior Management Personnel

Pursuant to the recommendations of the Nomination & Remuneration Committee ("NRC") and the approval of the Board of Directors, at their meeting held on January 17,2026, shareholders approved the re-appointment of Mr. Sanjay Lodha (Managing Director), Mr. Navin Lodha (Whole- Time Director), Mr. Vivek Lodha (Whole- Time Director) and Mr. Niraj Lodha (Whole- Time Director) for a period of 5 years effective from August 14, 2026 to August 13, 2031. The re-appointment was subsequently approved by the members of the Company byway of special resolutions through postal ballot dated March 20, 2026.

Declaration of independent Directors of the Company

There are 4 Independent Directors in the Company during the financial year 2025-26. There was no change in the Independent Directors during the year under review. All Independent Directors have submitted declarations confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and their continued registration in the databank as maintained by the Indian Institute of Corporate Affairs ("MCA") in line with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Pursuant to Schedule IV to the Act and SEBI Listing Regulations, a separate meeting of Independent Directors was held on March 28, 2026, without the attendance of non-independent Directors and members of Management.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company. In the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Director of the Company and the Board is satisfied with the integrity, expertise, experience including proficiency of all the Independent Directors on the Board.

Performance Evaluation

The Board of Directors, based on criteria specified by the policy for Annual Evaluation of Performance of the Board, its Committees and Directors, has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors based on 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 individual directors based on 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. At the board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, 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. There are no such observations given during the evaluation.

Further, the independent directors of the Company, at their separate meeting held during the financial year 2025-26, reviewed the performance of non-independent directors, the board of Directors as a whole, the performance of the Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board that is necessary for the Board of directors to effectively and reasonably perform their duties.

Familiarisation Program of Independent Directors

Details of the familiarisation programme are provided in the Corporate Governance Report, forming part of the Annual Report of the Company. Web link of familiarisation programme undertaken for Independent Directors is https://netwebindia.com/investors/Disclosure-under- Regulation-46.php.

Committees of the Board and related Policies

During the year 2025-26, in compliance with the SEBI listing regulations, the Company has constituted mandatory committees as mentioned below. The number of meetings held during the year and the participation of the members in the meetings are mentioned below.

• Nomination and Remuneration Committee

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Jasjeet Singh Bagla	Chairperson	5	5
Mrs. Romi Jatta	Member	5	5
Mr. Vikas Modi	Member	5	5
Mr. Sanjay Lodha	Member	5	5

Further, Companys policy on appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of Directors etc is specified in the Nomination and Remuneration Policy of the Company. The NRC Policy of the Company is available on the website of the Company at https://netwebindia.com/investors/ Nomination%20and%70Remuneration%20Policy.pdf. The terms of reference of the Nomination and Remuneration Committee is provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

• Audit Committee

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Vikas Modi	Chairperson	4	4
Mr. Mrutyunjay Mahapatra	Member	4	4
Mr. Sanjay Lodha	Member	4	4

The terms of reference of the Audit Committee are provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

• CSR Committee

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Sanjay Lodha	Chairperson	1	1
Mr. Navin Lodha	Member	1	1
Mr.Jasjeet Singh Bagla	Member	1	1

The terms of reference of the CSR Committee are provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

The brief outline of the CSR Policy of the company and the initiatives undertaken by the Company on CSR Activities during the year are set out in Annexure V of

this report in the format as prescribed in the Company (CSR Policy) Rules 2014. CSR policy of the Company is available on the website of the Company at https:// netwehindia.com/investors/Revised-CSR-Policy.pdf.

The terms of reference of the CSR Committee are provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

• Stakeholders Relationship Committee

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mrs. Romi Jatta	Chairperson	1	1
Mr. Sanjay Lodha	Member	1	1
Mr. Navin Lodha	Member	1	1

The terms of reference of the Stakeholder Relationship Committee are provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

• Risk Management Committee

Involvement of various types of risks is prone to almost all types of industries and the management ofyourCompany is aware of it and is in the process of identification, assessment and mitigation of such risks. The Company

has framed a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Policy seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. Company has constituted Risk Management Committee consisting of the following members and their attendance in the meeting of the Committee held during the year:

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Mrutyunjay Mahapatra	Chairperson	2	2
Mr. Sanjay Lodha	Member	2	2
Mr. Navin Lodha	Member	2	2

Risk Management Policy is available on the Companys website at https://netwebindia.com/investors/Risk%20 Management%20Policy.pdf. The terms of reference of the Risk Management Committee are provided in the Corporate governance report annexed to the Annual report for the FY 2025-26.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe workplace for every woman employee working with your Company. Your Company has a policy on the prevention of sexual harassment at the workplace which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the rules thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Also, the Company had organised training programmes concerning sexual harassment from time to time, for its employees and staff. The said training programmes and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation. Details on complaints as required to present are as follows:

The number of sexual harassment complaints received during the year:

Nil

The number of such complaints disposed of during the year:

Not Applicable

The number of cases pending for a period exceeding ninety days:

Not Applicable

Maternity Benefits

Your Company is in compliance with the Maternity Benefit Act, 1961.

Disclosure regarding MSME

The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service providers Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return (Form MSME-l)to the Ministry of Corporate Affairs within the prescribed timelines.

Designated person for furnishing information and extending co-operation to Registrar of Companies (ROC) in respect of beneficial interest in shares of the Company

The Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Companys shares.

IT security breach & safety

During the financial year under review, no security breaches or incidents have occurred. A comprehensive security risk assessment is carried out regularly and adequate security measures are implemented to cater to changing security scenario. The Company has implemented adequate IT security measures and processes to protect its projects, personnel, information and assets.

Business Responsibility and Sustainability Report (BRSR)

A Business Responsibility and Sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of the Annual Report.

The Company has prepared this BRSR Report containing a report of responsible business practices of the Company during financial year 2025-26. The ESG Committee was constituted by the Board, to discharge its oversight responsibility on matters related to organisation-wide ESG initiatives, priorities and leading ESG practices. The ESG Committee consists of the following members:

Name of the Member	Position in the Committee
Mr. Vivek Lodha	Chairperson
Mr. Ankit Kumar Singhal	Member
Mrs. Chhavi Bahai	Member
Mrs. Swapnil	Member
Mr. Lohit Chhabra	Member

The Company has appointed CNK&Associates LLP, Chartered Accountants, to issue the Limited assurance report on the BRSR core for the FY 2025-26. The assurance report forms an integral part of the Annual report for the FY 2025-26.

Vigil Mechanism

The Company has a Whistle Blower Policy cum Vigil Mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report genuine concerns and grievances about illegal and unethical practices. This Policy is available on the Companys website at https://netwebindia.com/ investors/Whistle%20blower%20policy.pdf.

Details in respect of Fraud reported by Auditors under sub-section (12) of section 143 other than those which are reportable to central government

During the year under review, auditors of the Company viz. statutory auditor, secretarial auditor and cost auditor has not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report under Section 143 (12) of the Companies Act, 2013.

Cautionary Statement

The information in the Annual report describing the Companys objectives and projections may constitute forward looking statements within the meaning of applicable rules, laws and regulations. Although, the actual results may differ.

Acknowledgement

We thank our stakeholders including our clients, vendors, investors, bankers and employees for their continued support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, the Ministry of Corporate Affairs, the Central Board of DirectTaxes, the Central Board of Indirect Taxes and Customs, GST authorities, Stock Exchanges and Securities and Exchange Board of India (SEBI), various departments under the state governments for their support, and look forward to their continued support in the future.

	By order of Board of Directors
	For Netweb Technologies India Limited
Place: Faridabad	Sanjay Lodha
Date: July 28, 2026	Chairman and Managing Director
	DIN:00461 913