proseed india Management discussions

Your Directors take pleasure in presenting the Management Discussion and Analysis Report for the year ended March 31st, 2023.

(a) Industry structure and developments

As per the findings of the NASSCOM Report, FY 2022 emerged as a Year characterized by remarkable achievements and a resurgence, standing out as an anomaly within the Indian Technology Industry. In contrast, FY 2023 has been marked by sustained revenue growth, coupled with a deliberate emphasis on fortifying the industrys foundational elements and bolstering trust and competencies. The global economic landscapes inherent volatility and the impending specter of a recession have continued to amplify the demand for technological adoption and the rapid pace of digital advancement. Consequently, technology remains entrenched as a strategic necessity, playing a pivotal role not only in catalyzing business innovation and transformation but also in enhancing operational efficiency and costeffectiveness.

During FY 2023, it is projected that Indias technology industry revenue, inclusive of the hardware sector, is on track to exceed $245 billion, reflecting an impressive Year-on-Year Growth of 8.4%. This signifies an incremental increase of $19 billion when compared to the previous year. Exports, constituting a substantial portion at $194 billion, are anticipated to expand by 9.4% in terms of reported currency, and by

11.4% when measured in constant currency terms. On the domestic front, the technology sector is slated to attain a valuation of $51 billion, showcasing a Year-on-Year Growth of 4.9%. When denominated in rupee terms, the domestic technology revenues are projected to experience a substantial 13% year-on-year expansion, a result attributed to sustained investments by both enterprises and the government.

Furthermore, the industrys momentum as a major workforce generator remains unshaken, with the addition of nearly 300,000 employees, contributing to a cumulative employee base of approximately 5.4 million. is robust Year-on-Year Growth of 5.7% serves to reinforce Indias standing as a global hub for digital talent, solidifying its position as the ‘Digital Talent Nation on the global stage.

(b) Opportunities and Threats

Presently holding the esteemed Presidency of the G20 nations, India has transitioned from its position as the tenth largest economy a decade ago to its current status as the fifth largest.

With an unbroken three-year streak as the fastest growing major economy, India is positioned for continued expansion. This growth is largely propelled by a dynamic and varied technology ecosystem, which stands out as a potent driving force.

Anchoring this ecosystem are two key elements that are Environmental, Social & Governance (ESG) goals, & Corporate Social Responsibility (CSR). Accordingly, CSR and ESG considerations have grown exponentially over the past decade. Thus there is a huge growth potential and opportunity for EQUIPPP

Social Impact Technologies Limited for the ESG and CSR Technology solutions market.

EQUIPPP Social Impact Technologies Limited is working constantly to mitigate business risks and aims to incorporate innovative technological strategies in this pursuit.

(c) Segment wise analysis of Financial and Operational Performance

EQUIPPP Social Impact Technologies Limited has been at the forefront of empowering social impact players through cutting-edge digital platforms. Their offerings include assessment marketplace, and a team of dedicated Social Tech professionals.

EQUIPPPs vision is to facilitate cross-sector collaborations, evolve public-private people partnerships, and strengthen the social impact ecosystem by bringing together local governments, corporate social responsibility initiatives, and non-profit organizations.

Global distribution of EQUIPPP Platform Licenses through strategic master licensing and reselling agreements have yielded revenues for the company. Based on the feedback and market trends, work is in progress to scale these revenues in the upcoming quarters with improved product specifications and allied services With respect to IP development, Significant

Insights Exchange (ix), an AI enabled digital marketplace for insights and impact assessments of social value projects. Partnerships with leading impact auditors, end-mile social tech professionals and collaborations with leading social enterprises have resulted in improved product utility and enabled it to receive acclaims from industry leaders, policy makers and think tanks.

(d) Outlook, risks and concerns

Consumption of Technology and related services by the market can exhibit significant a quarterly basis. External factors, such as economic and political circumstances, shifts in regulatory landscapes, and advancements in technology and product development, can notably influence EQUIPPP

Social Impact Technologies Limited.

Employing sophisticated analytical methods and proactive strategies, EQUIPPP Social Impact Technologies Limited seeks to recognize and alleviate the associated risks.

(e) Internal control systems and their adequacy

The Company has framed satisfactory internal controls and governance, internal control systems are adequate. Various other parts in this report reflect and elaborate on the adequacy as well.

(f) Human Resources

In EQUIPPP Social Impact Technologies Limited, human resources play a vital role ensuring that our employees are equipped to fulfill our business goals. Our policies, procedures, and methods are designed to draw in, involve, enable, and maintain the most skilled professionals inthefield.We are concentrating on enhancement of processes, automation, and the introduction of proactive approaches like upskilling opportunities to engage and retain our employees.As the company is in the early stage, the young and agile team of EQUIPPP is working with remote agencies on ad hoc basis to serve customers through its engagements and platforms. Through the strategic agreement with one of the design and technology firms, EQUIPPP is using availing services from a network of retainers and empaneled members. As discussed in the previous report, A network of End Mile Social Tech Professionals network is being strengthened to establish a strong presence across India and it will have a significant prospects and value creation.

(g) Ratios

Ratio	31-Mar-23	31-Mar-22	% change
Debt-Equity Ratio	1.34	1.14	(18.10)
Debt Service coverage Ratio	NA	NA	NA
interest Service Coverage Ratio	NA	NA	NA
Outstanding redeemable preference	NA	NA	NA
shares (quantity and value)
Capital redemption reserve/ debenture	NA	NA	NA
redemption reserve
Earnings Per Share	0.03	(0.29)	109.50
Current ratio	1.54	0.03	(5,428.20)
Long Term Debt to Working Capital	NA	NA	NA
Bad Debts to accounts receivable	NA	NA	NA
Current Liability Ratio	0.42	0.44	4.19
Return on Equity Ratio	0.03	(0.56)	104.90
Total debt to Total Assets	NA	NA	NA
Debtors Turnover Ratio	4.44	NA	NA
Inventory Turnover Ratio	NA	NA	NA
Operating Margin percent	35%	NA	NA
Net Pro_t Margin Percent	19%	NA	NA

REPORT ON CORPORATE GOVERNANCE

[Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

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

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

Since the net worth of the company as on March 31, 2022, continues to be less than Rs.25 Crores, the above-mentioned provisions are not applicable to the Company. However, out of abundant caution when the Company had furnished the Corporate Governance Reports to the NSE & BSE for all quarters of F.Y. 2022-23, the NSE had held that the Company had to comply with the CG provisions and imposed penalties for non-compliance/delayed compliance under Listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company is contesting the aforesaid issue of applicability of provisions relating to Corporate Governance.

Though, the applicability of LODR for the F.Y.2022-23 is in question, the Company has decided to implement certain of Corporate Governance provisions as a good practice, on a best endeavor basis.

1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE:

Corporate Governance reflectsthe efficientconduct of affairs of the Company in a transparent manner, which help in maximizing the stakeholders value. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the managements higher echelons. The Company believes that good governance practices contribute to superior long-term performance of the Company. The Company will continue to strive to be a wealth creator to meet stakeholders expectations.

2. BOARD OF DIRECTORS:

The Company recognizes and embraces the importance of a diverse Board in its success and it believes that a truly diverse Board would leverage differences industry experience, which will enrich Board discussions and enable effective Company actively seeks to adopt best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for earning higher returns for its shareholders and better Corporate Governance. Therefore, the Board is an ideal mix of Knowledge, perspective, professionalism, divergent thinking and experience.

In line with the applicable provisions of the Companies Act, 2013 (the Act") and the SEBI Listing Regulations, your Companys Board has an optimum combination of Executive and NonExecutive Directors.

The Board effectively separates the functions

Apart from any specific matter, the Board periodically reviews routine business items which includes approval of financial results along with Auditors Review Report, operational performance of the Company, minutes of committee meetings, quarterly corporate governance report, statement of investor complaints, shareholding pattern, compliance report on all laws applicable to the Company, annual financial statements, annual budget, capital expenditure and other matters placed before the Board pursuant to Part A of Schedule II of Listing Regulations.

The Board periodically reviews the compliance reports of all laws applicable to the Company.

Mr. Balarama Krishna Desina, Practicing Company Secretary, has issued a certificate as required under the SEBI Listing Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified for being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/MinistryofCorporateAffairsor any such statutory authority. The certificate is enclosed as " Annexure A" with this report and forms an integral part of this report.

Code of Conduct

Pursuant to Regulation 17(5)(a) of SEBI Listing Regulations, the Board of Directors of the Company has adopted and laid down the Code of Conduct for all Directors and Senior Management Personnel of the Company ("Code"), The Code is posted and available at the website of the Company https://equippp.in/ wp-content/uploads/2022/07/Code-of-Conductfor-directors-and-senior-management.pdf. All Directors and Senior Management personnel have affirmedthe compliance with the Code applicable to them during the year ended on 31st March, 2023. A declaration by Mr. Mahesh Ramachandran, Managing Director of the Company in terms of Para D of Schedule V of the SEBI Listing Regulations on the affirmation on compliance with the Code for the year ended 31st March 2023, based on the compliance declarations received from the Board and Senior Management, is enclosed as "Annexure B" with this report and forms an integral part of this report.

Skills / Expertise / Core Competencies of the Board

Matrix of the skills/ expertise/competence identified by the board of directors as required in the context and those ofitsbusiness(es)andsector(s)foritto function effectively actually available with the board and directors who have such skills / expertise / competence.

Core Skill/Exper- tise	Narendra Mairpady Chairman & Indepen- dent Director	Mahesh Rama chan- dran (Manag- ing Director)	Mohan Lal Kaul (NonExec- utive Director)	T V Krishnan (NonExec- utive Director)	Vindhya Dronam- raju (Whole Time Director)	Sreenivasa chary Kalmanoor (Executive Director)	Rajnikanth Ivaturi (Independent Director)	Alekhya Boora (Indepen- dent Director)	S V Krishnamur- thy Venkatara- man (Independent Director)	Venkatarao Suresh (Indepen- dent Director)	Ramamur- thy Suresh (Indepen- dent Director)
Exposure and understanding of corporate governance, systems and control	_	_	_	_	_	_	_	_	_	_	_
Experience in handling senior level responsibility	_	_	_	_	_	_	_	_	_	_	_
Background in finance, risk management and control	_	_	_	_	_	_	_	_	_	_	_
Business Development	_	_	_	_	_	_	_	_	_	_	_
Experience in understanding the dynamics of the legal and regulatory aspects	_	_	_	_	_	_	_	_	_	_	_

i. Composition and Category of the Board:

The Company has a judicious mix of Executive and Non-Executive Directors as governed by the Companies Act, 2013 (the "Act"), and the stipulations laid down in the Securities Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). As on 31st March, 2023, the Board comprised of 8 (Eight) Directors out of which 3 (Three) are Executive Directors (i.e., 37.50%), 3 (three) are Non-Executive Independent Directors (i.e., 37.50%) (includes one Non-Executive Independent Woman Director) and 2 (Two) are Non-Executive Non-Independent Directors (25%). The Chairman of the Board is a NonExecutive Independent Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations and Section 149 of the Act and other applicable regulatory requirements.

As on the date of this report, all Directors of the Company meet the criteria of maximum number of directorships as laid down in section 165 of the Act and the SEBI Listing Regulations.

None of the Directors on the Board are members of more than 10 Committees or Chairman of more than 5 Committees across the Companies in which they are Directors. Necessary disclosures regarding Committee positions have been made by the Directors as per Regulation 26(2) of the SEBI Listing Regulations in the beginning of every financial year. Independent Directors are not serving as Independent Directors in more than seven listed companies. Further, the Whole Time Director/Managing Director in the Company do not serve as Independent Director in more than three listed companies.

The Names and Categories of the Directors on the Board, Names of other entities in which the Director is a director and the number of Directorships and Committee Chairmanships/Memberships held by them in other Companies and Names of listed Companies in which they are Directors, as on March 31, 2023 are given herein below;

Name of the Director	Original date of appointment	Category of Directors	No. of Directorships and Committee Member- ship/Chairmanship held in other Companies			Directorships in Other listed entities and Category of Directorship
			Other Directorships	Other Committee Memberships	Other Committee Chairmanships
Dr. Narendra Mairpady	05/11/2021	Chairman and Independent	10	2	NIL	• Kesar Enterprises Limited (Non-Executive Indepen- dent Director)
		Director				• Ipca Laboratories Limited (Non-Executive Indepen- dent Director)
						• Adani Enterprises Limited (Non-Executive Indepen- dent Director)
						• Man Industries (India) Limited (Non-Executive Independent Director)
Mr. Mahesh Ramachandran	05/11/2021	Managing Director	1 LLP 9 Companies	NIL	NIL	NIL
Dr. Mohan Kaul	05/11/2021	Non – Executive Director	2	NIL	NIL	NIL
Mr. Krishnan T. V	05/11/2021	Non – Executive Director	3	NIL	NIL	NIL
Ms. Vindhya Dronamraju	05/11/2021	Whole time Director	4	NIL	NIL	NIL
Mr. Sreenivasa Chary Kalmanoor	18/03/2021	Executive Director	2	NIL	NIL	NIL
Mr. Suresh Ramamurthy	31/12/2020	Independent Director	4	NIL	NIL	NIL
Mr. Rajnikanth Ivaturi	15/09/2022	Independent Director	1 LLP	NIL	NIL	NIL
Ms. Alekhya Boora	15/09/2022	Independent Director	2	NIL	NIL	NIL

Note:

Represents Membership / Chairmanship of three Committees viz. Audit Committee and Stakeholders Relationship Committee Committe as per Regulation 26 of the SEBI Listing Regulations

(1) Mr. Suresh Ramamurthy (DIN: 02771573) resigned from the post of Independent Director with effect from 20th March, 2023;

Brief profile of each of the above Directors/Key Managerial Personnel of the Company is available on the link: https://equippp.in/boardofdirectors/.

ii. Meetings of the Board:

The Board meets at least once in a quarter, inter alia, to review the quarterly financial results, performance of the Company, status of compliance of laws, review of business operations and functions, material transactions and other similar matters. The gap between any two Board Meetings did not exceed one hundred and twenty days, as prescribed under the Act and SEBI Listing Regulations. The members of the Board have complete access to all the information of the Company.

The agenda papers along with relevant explanatory notes and supporting documents are circulated within prescribed time to all Directors. All the provisions of rules 3 and 4 of the Companies (Meetings of the Board and its powers) Rules, 2014 were complied with while holding all Board Meetings/Committee Meetings through VC.

During the Financial Year ("F.Y.") 2022-23, 9 (Nine) Board Meetings were held i.e., The Board met on 06.04.2022, 29.05.2022, 22.06.2022, 25.06.2022, 12.08.2022, 15.09.2022, 07.11.2022, 05.12.2022 and 09.02.2023.

The necessary quorum was present for all the meetings. The notice and detailed agenda along with the relevant notes and other material information were sent in advance separately to each Directors and in exceptional cases tabled at the Meeting with the approval of the Board.

Details of Directors attendance at Board Meetings and at the last Annual General Meeting (AGM) held during the financial year 2022-23:

Name of the Director	Attendance at last AGM held on December 30, 2022	Number of Meetings held During year	Number of Meetings attended	% of Attendance
Dr. Narendra Mairpady	P	9	9/9	100%
Mr. Mahesh	P	9	7/9	77.78%
Ramachandran
Dr. Mohan Lal Kaul	P	9	6/9	66.67%
Mr. Krishnan T V	P	9	8/9	88.89%
Mr. Ramamurthy	P	9	7/9	77.78%
Suresh
Mr. Venkatarao Suresh	R	9	0/1	0%
Mrs. Vindhya	P	9	9/9	100%
Dronamraju
Mr. Sreenivasa Chary	P	9	4/9	44.45%
Kalmanoor
Mr. Rajnikanth Ivaturi	P	9	3/3	100%
Ms. Alekhya Boora	P	9	3/3	100%
Mr. Sattanathapuram	R	9	3/3	100%
Krishnamurthy
Venkataraman

Note:

1) Mr. Venkata Rao Suresh ceased to be the Director of the Company w.e.f. May 23, 2022.

2) Mr. Sattanathapuram Krishnamurthy Venkataraman ceased to be the Director of the Company w.e.f. August 28, 2022. 3) Mr. Ramamurthy Suresh ceased to be the Director of the Company w.e.f. March 20, 2023.

iii. Shareholding of Directors as on 31st March, 2023:

None of the above Directors holding shareholding (including shareholding as joint holder) in the Company as on 31st March, 2023.

iv. Familiarization Programme for Independent Directors:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, 2015, the Familiarization programme for Independent Directors, which also extends to other NonExecutive Directors aims to familiarize them with the Company, nature of the industry, Business model, processes & policies, compliances etc., and seeks to update them on the roles, responsibilities, rights and duties under the Companies Act, 2013 and the SEBI Listing Regulations and other applicable statutes.

The broad principles as followed by the Company to familiarize its Directors, including Independent Directors is available on the Company website https://equippp.in/wpcontent/uploads/2022/07/Familiari-sation-programme-for-independent-directors.pdf.

The details of Familiarization Programme conducted during the FY has been disclosed on the weblink https://equippp.in/wp content/uploads/2023/04/Familiarization-Programme-FY2022-23.pdf.

v. Independent Directors Meeting:

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation

25(8) of SEBI Listing Regulations, they have confirmedthat they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and

Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. During the year, the Independent Directors meeting was held on 29 th March, 2023.

The terms of reference of the Independent Directors includes various matters in conformity with the statutory guidelines including the following:

a. Review the performance of Non – Independent Directors and the Board as a whole; b. Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non – Executive Directors; c. Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Name of Member	Category	Number of Meetings held during the year	Number of Meetings Attended
Dr. Narendra Mairpady	Independent Director	1	1
Prof. T V Krishnan	Non-Executive Director	1	-
Mr. Rajnikanth Ivaturi	Independent Director	1	1
Ms. Alekhya Boora	Independent Director	1	1

vi. Resignation of Independent Director:

Mr. Venkatarao Suresh (DIN:03423148) resigned from the post of Independent Director with effect from 23rd May, 2022, due to his other commitments and pre-occupations. Further, Mr.Venkatarao Suresh has confirmed in the resignation letter that there are no other material reasons for his resignation.

Mr. Sattanathapuram Krishnamurthy Venkataraman (DIN: 00545822) was appointed as an additional Independent Director on 29th May, 2022. Due to unforeseen circumstances the Company could not conduct the General Meeting for considering the regularization of Mr. Sattanathapuram Krishnamurthy Venkatara-man within the time frame mentioned in Reg. 17 (1C) of SEBI (LODR) Regulations 2015. Hence, he resigned as the Additional Independent Director with effect from 28th August, 2022.

Mr. Suresh Ramamurthy resigned from the post of Independent Director w.e.f. 20 th March, 2023 due to pre-occupation and other commitments and also mentioned that there is no other material reason for his Resignation.

vii. Inter-se relationships among Directors:

None of the Directors of the Company are related to any other Director of the Company.

3. AUDIT COMMITTEE:

In line with the provisions of Regulation 18 read with Part C of Schedule II of the SEBI Listing Regulations, and Section 177 of the Act, thereto, the Committee comprising of 4 (Four) NonExecutive independent Directors and 1 (one) Non- Executive Non-Independent Director.

All Members of the Committee are financially -ent at the Audit Committee for relevant Agenda matters.

Mr. Karthik V Potharaju was acting as Company Secretary to the Audit Committee. Dr. Narendra

Mairpady, Chairman of Audit Committee was Present at the last Annual General Meeting held on 30th December, 2022.

The Audit Committee met 5 (Five) times during the period under review viz, on 12/08/2022, 15/09/2022,

07/11/2022, 05/12/2022 and 09/02/2023. The Composition of the Audit Committee along with the details of the meetings held and attended during the aforesaid period is detailed below:

Details of Audit Committee Meetings and attendance of Audit Committee Members during the Financial Year 2022-23.

Name of Member	Position	Category	Number of Meetings Held during the year	Number of Meetings Attended	% of Attendance
Dr. Narendra	Chairman	Independent	5	5/5	100%
Mairpady		Director
Mr. T V Krishnan	Member	Non-Executive	5	4/5	80%
		Director
Mr. Rajnikanth	Member	Independent	5	3/3	100%
Ivaturi		Director
Ms. Alekhya	Member	Independent	5	2/3	66.67%
Boora		Director
Mr. Ramamurthy	Member	Independent	5	4/5	80%
Suresh*		Director

*Resigned w.e.f. 20.03.2023

Terms of Reference

The terms of reference of the Audit Committee covers matters specified under Part C of Schedule II of

Listing Regulations and Section 177 of the Companies Act, 2013 as amended from time to time. The terms of reference of Audit Committee inter alia includes following matters:

a. The recommendation for appointment, remuneration and terms of appointment of auditors of the company; b. Review and monitor the auditors independence and performance, and effectiveness of audit process; c. Examination of the financial statement and the auditors report thereon; d. Approval or any subsequent modification of transactions of the company with related parties; e. Scrutiny of inter-corporate loans and investments; f. Valuation of undertakings or assets of the company, wherever it is necessary; g. Evaluation of internal financial controls and risk management systems; h. Monitoring the end use of funds raised through public offers and related matters. i. Any other responsibility as may be assigned by the board from time to time.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee ("NRC") of the Company is constituted in line with the provisions of Regulation 19 of the Listing Regulations, read with Part D of Schedule II and Section 178 of the Act. During the year, NRC met 3 (three) times on, 25/06/2022, 12/08/2022 and 25/08/2022.

The Composition of the Nomination and Remuneration Committee ("NRC") along with the details of the meetings held and attended during the aforesaid period is detailed below:

Mr. Karthik V Potharaju is acting as Company Secretary to the Nomination and Remuneration Committee.

Details of Nomination and Remuneration Committee Meetings and attendance of Audit Committee Members during the Financial Year 2022-23

Name of Member	Position	Category	Number of meetings Held during the year	Number of meetings at- tended	% of Atten- dance
Mr. Ramamurthy Suresh*	Chairman	Independent Director	3	1/3	33.33%
Mr. T V Krishnan	Member	Non- Executive Director	3	2/3	66.67%
Dr. Narendra Mairpady	Member	Independent Director	3	3/3	100%

*Resigned w.e.f. 20.03.2023

The terms of reference of the Nomination and Remuneration Committee ("NRC") includes thematters stipulated in Point A of Part D of Schedule II of the Listing Regulations and Section 178 of the Companies Act, 2013 as under:

i. Formulating the criteria to assess the qualifications, positive attributes, performance and independence of a director and further recommending the Board policy pertaining to remuneration of the Directors, KMP, and other employees;

ii. Identify qualified persons for appointment as directors as per the criteria laid down and recommend to the Board for such appointments and removal. Also, for identifying such suitable candidates, Committee may;

Use the services of external agencies, if required;

• Consider candidates from wide range of backgrounds; and • Consider the time commitments of the candidates iii. Put in place the process of effective evaluation for the performance of Board, its committees and individual directors; iv. Reviewing the implementation and compliance of the remuneration policy within the organization; v. Devising a policy on diversity of board of directors; vi. Assess the extension or continuation of the term of appointment of the independent director, on the basis of performance evaluation of independent directors. viii Recommend to the Board all the remuneration payable in any form to the senior management. viii.Evaluating the balance of skills, knowledge and experience on the Board and on the basis of which a description of the independent directors roles and capabilities shall be fabricated. Also, in pursuit of identifying suitable candidates, the Committee may:

Use the services of external agencies, if necessary

• Consider candidates from a wide range of backgrounds and • Consider the time commitments of the candidates. ix. And do all such acts, deeds and things as may be allowed under the Companies Act, 2013 and rules made thereunder, including any amendment thereto for the time being in force

i. Policy on nomination and Remuneration:

The Nomination and Remuneration policy covers the following aspects:

Appointment and removal of Directors, Key Managerial Personnel and Staff in Senior Management. Remuneration to the Directors, Key Managerial Personnel and Staff in Senior Management.

Familiarization Programme of Independent Directors.

Succession Plan for Directors, Key Managerial Personnel and Staff in Senior Management.

• Board Diversity.

• Evaluation of Individual Directors, chairperson of the Board, the Board as a whole and the Committees of the Board.

The Nomination & Remuneration Policy of the Company can be accessed at the following link Company website https://equippp.in/wp-content/uploads/2022/07/Nomination-andremuneration-policy.pdf.

ii. Performance Evaluation:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

In a separate meeting held on 29th March, 2023, the Independent Directors evaluated the performance of Non- Independent Directors and performance of the Board as a whole. The NRC reviewed the performance of the Board, its committees and of the Directors. The Board is Satisfied with the same.

iii. Remuneration of directors:

a. Remuneration to Non-Executive Directors:

• There are few Outstanding payments to be made.

• During the F.Y. 2022-23, no Commission was paid to the above said directors;

• There were no pecuniary relationship / transactions between non-executive directors and the Company;

• No amount by way of loan or advance has been given by the Company to any of its Directors b. Remuneration to Executive Directors:

Mr. Sreenivasa Chary, Executive Director is compensated with a nominal remuneration and other Executive Directors would be remunerated by way of sitting fees.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ("SRC") of the Company is constituted in compliance with the requirements of the Provisions of Regulation 20 of the Listing Regulations, read with Part D of Schedule II and Section 178 of the Companies Act, 2013. During the year under review, Stakeholders and Relationship Committee met once on 09th February, 2023.

e role of the Stakeholders Relationship Committee ("SRC") inter alia includes terms of reference as spec-i_ed in Point B of Part D of Schedule II of Listing Regulations as under:

1) Redressal of shareholders/investors complaints;

2) Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

3) Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4) Non-receipt of declared dividends, balance sheets of the Company; and

5) Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements)

The Company attends to the shareholders / Investors grievances / correspondence expeditiously. As on 31st March, 2023, Stakeholders Relationship Committee ("SRC") comprised of 5 (Five) Members. The details are as follows:

Name of the Member	Position	Category	No. of Meetings held during the year	No. of Meetings Attended
Dr. Narendra Mairpady	Chairman	Independent Director	1	1
Prof. T V Krishnan	Member	Non – Executive Director	1	1
Mr. Rajnikanth Ivaturi	Member	Independent Director	1	1
Ms. Alekhya Boora	Member	Independent Director	1	1
*Mr. Ramamurthy Suresh	Member	Independent Director	1	1

*Resigned w.e.f. 20.03.2023

Mr. Karthik V Potharaju is acting as Company Secretary to the Stakeholders and Relationship Committee.

Name, designation and address of Compliance Officer:

Mr. Karthik V Potharaju

Company Secretary & Compliance Officer

8th Floor, Western Pearl Building, Hitech City Road, Kondapur, Hyderabad-500081, TG, India. Tel: 040-29882855 E-mail: cs@equippp.com

Details of Shareholders Complaints Received, resolved and pending during the F.Y. 2022-2023

Number of complaints received in the F.Y. 2022-23	NIL
Number of complaints resolved in the F.Y. 2022-23	NIL
Number of complaints not solved to the satisfaction of shareholders	NIL
Number of pending complaints as on 31st March, 2023	NIL

Your Company obtains yearly certificate certificate for transfer, sub-division, consolidation etc., within the prescribed timelines and submits a copy thereof to the stock exchanges in terms of Regulation 40(9) of the SEBI Listing Regulations. Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing Regulations, confirming that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Transfer facility is also submitted to the Stock Exchanges on yearly basis.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Since, there are no revenues for the company for the past preceding three financial years, The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore itis not mandatory to comply with the same.

7. RISK MANAGEMENT COMMITTEE:

The provisions of Regulation 21 of Listing Regulations relating to Risk Management Committee, are applicable to top 1000 listed entities on basis of market capitalization as at end of immediate preceding financial year. Accordingly, the said regulations will be applicable from financial year 2022-23. Since, the company does not feature in the top 1000 listed entities, the risk management committee is not applicable.

8. DISCLOSURE UNDER SCHEDULE - V OF SEBI (LODR) REGULATIONS, 2015:

SEBI vide its notification dated 14.06.2023 has mandated listed companies to provide particulars of senior management including the changes therein since the close of the previous financial year. Accordingly, the particulars of senior management including the changes therein since the closure of the previous financial year are as under:

Sl. No	Post	As on 31.03.2022	As on 31.03.2023	Remarks indicating changes, if any, in the post operated from 31.03.2022 to 31.03.2023
1	Company Secretary	Ms. Kumkum Agrawal	Mr. Karthik V Potharaju	After resignation of Ms. Kumkum Agrawal on 11th May, 2022, Mr. Karthik V Potharaju was appointed as the Company Secretary with effect from on 25/06/2022.
2	Chief Financial officer	-	Mr. Sri Prasad Mohan Ankem	Mr. Sri Prasad Mohan Ankem was appointed as the Chief Financial officer with effect from on 25/06/2022.

9. GENERAL BODY MEETING:

(a) Details of last three Annual General Meeting ("AGM") are as under:

AGM	Day, Date and Time and	Details of Special Resolution Passed
	Location
30th AGM	Friday, 30 December, 2022 at 3:30 P.M. through VC/ OAVM pursuant to circu- lars issued by Ministry of Corporate Af- fairs, Securities and Exchange Board of India and Government of India	a) Payment of Remuneration to Mr. Sreenivasa Chary Kalmanoor (DIN: 09105972), being executive Direc- tor of the company.
29th AGM	Friday, 31 December, 2021 at 3:00 P.M. through VC/ OAVM pursuant to circu- lars issued by Ministry of Corporate Affairs, Securities and Ex - b) To make investments in excess of limits specified change Board of India and Government of India	a) Issue of securities through qualified institutions placement on a private placement basis to qualified institutional buyers ("QIBs") to raise Rs.75 Crore. under section 186 of the Companies Act, 2013.
28th	Saturday, 19 December, 2020 at 11:30	a) To sell lease or otherwise dispose of the assets of
AGM	A.M. through VC/ OAVM pursuant to circulars issued by Ministry of Corporate Affairs, Securities and Exchange Board of India and Government of India	the Company.

All Special Resolutions in the previous three AGMs of the Company were passed with requisite majority.

(b) Extra - Ordinary General Meeting:

During the year under review the company, no Extra - Ordinary General Meeting was conducted.

(c) Details of special resolution passed through postal ballot, the persons who conducted the postal ballot exercise, details of the voting pattern and procedure of postal ballot:

During the year under review, special resolutions for Ratification/appointment of following Directors were passed by shareholders by requisite majority by way of postal ballot through notice dated 15.09.2022 through e-voting process:

1) Ratification for continuation of Dr. Mohan Kaul (DIN: 02613732) as Non-Executive Director of the Company.

2) Appointment of Mr. Rajnikanth Ivaturi (DIN: 08298292) as an Independent Director of the Company.

3) Appointment of Ms. Alekya Boora (DIN: 08703918) as an Independent Director of the Company.

The Board of Directors of your Company appointed Mr. Balarama Krishna Desina (Membership No.

FCS 8168), Practicing Company Secretary, Hyderabad, as the Scrutinizer for scrutinizing the postal ballot through e-voting in a fair and transparent manner and the results of which were announced on November 04, 2022.

All statutory formalities relating to the above Postal Ballot were completed within the statutory time limit, as required under the provisions of the Act and SEBI Regulations.

Details of the voting pattern are provided below:

1) Ratification for continuation of Dr. Mohan Kaul (DIN: 02613732) as Non-Executive Director of the

Company.

Votes in favour of the Resolution			Votes against the Resolution			Invalid Votes
Number of Members voted	Number of valid votes cast (shares)	Percentag e of Total Number of Valid votes cast	Number of Members voted	Number of valid votes cast (shares)	Percentage of Total Number of Valid votes cast	Total Number of mem- bers whose votes were declared invalid	Total Number of Invalid votes cast (shares)
45	9,48,44,746	100	3	79	0	0	0

2) Appointment of Mr. Rajnikanth Ivaturi (DIN: 08298292) as an Independent Director of the Company.

Votes in favour of the Resolution			Votes against the Resolution			Invalid Votes
Number of Members voted	Number of valid votes cast (shares)	Percentag e of Total Number of Valid votes cast	Number of Members voted	Number of valid votes cast (shares)	Percentage of Total Number of Valid votes cast	Total Number of mem- bers whose votes were declared invalid	Total Number of Invalid votes cast (shares)
45	9,48,44,746	100	3	79	0	0	0

3) Appointment of Ms. Alekya Boora (DIN: 08703918) as an Independent Director of the Company.

Votes in favour of the Resolution			Votes against the Resolution			Invalid Votes
Number of Members voted	Number of valid votes cast (shares)	Percentag e of Total Number of Valid votes cast	Number of Members voted	Number of valid votes cast (shares)	Percentage of Total Number of Valid votes cast	Total Number of mem- bers whose votes were declared invalid	Total Number of Invalid votes cast (shares)
45	9,48,44,746	100	3	79	0	0	0

None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot.

10. MATERIAL RELATED PARTY TRANSACTIONS:

During the year all RPTs entered by the Company were in the ordinary course of business and in respect of transactions with related parties under Section 2(76) of the Act, are at arms length basis and were approved by the members of Audit Committee including Independent Directors.The Company had sought the approval of shareholders at the 30th AGM held on December 30, 2022 for material RPT as per Regulation 23 of SEBI Listing Regulations.

During the year ended March 31, 2023, the Company has not entered into any material related party transactions.

All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion, nor do they vote on such matters.

The Company has formulated a policy on dealing with Related Party Transactions and determining material subsidiaries. The policy is available on the website of the Company at https://equippp.in/wp-content/ uploads/2022/07/Related-Party-Transaction-Policy.pdf.

11. MEANS OF COMMUNICATION:

The Company promptly discloses information on material corporate developments and other events as required under the SEBI Listing Regulations. Such timely disclosures are an indicator of the Companys good corporate governance practices

a. Financial Results:

Unaudited Financial Results for the first three Quarters and Audited Financial Results for the Fourth Quarter and full year of the Company were announced within scheduled time as per SEBI (LODR) Regulations, 2015.

The approved Financial Results are forthwith sent to the Stock Exchanges where the shares are listed and are displayed on the Companys website https://equippp.in/investordowloads/. and are generally published in Financial Express (English) and Nava Telangana/Mana Telangana (Telugu), within forty-eight hours of approval thereof.

Extract of the results were published in English and Telugu newspapers, as detailed below:

Description of results	Date of meeting	Newspapers	Publication date
1st Qtr.-(Apr-June, 2022)	12.08.2022	Financial Express (English) and Nava Telangana (Telugu)	13.08.2023
2nd Qtr.-(July-Sept., 2022)	07.11.2022	Financial Express (English) and Nava Telangana (Telugu)	08.11.2022
3rd Qtr.- (Oct- Dec., 2022)	09.02.2023	Financial Express (English) and Mana Telangana (Telugu)	10.02.2023
4th Qtr. -(Jan. March, 2023 and year 2022-23)	29.05.2023	Financial Express (English) and Mana Telangana (Telugu)	30.05.2023

b. Website:

Comprehensive information about the Company, its business and operations and press releases can be viewed on the Companys website www.equippp.in. The Companys website contains a separate dedicated section of ‘Investor Relations where all the requisite information is available, the link to which is https:// equippp.in/investors/.

c. News Releases and presentations:

The Company has promptly disclosed information on material corporate developments, official news releases, presentations made to institutional investors/analyst, if any and other events as required under

Listing regulations to the Stock Exchanges where shares of the Company are listed, viz. National Stock

Exchange of India Limited and BSE Limited. Such information is also simultaneously displayed on the Companys website www.equippp.in.

d. The Quarterly Results, Shareholding Pattern, Quarterly Compliances and all other corporate communication during the F.Y. 2022-2023, were filed electronically through NSEs NEAPS portal and BSEs BSE

Listing Center.

12. GENERAL INFORMATION FOR SHAREHOLDERS:

Name	EQUIPPP Social Impact Technologies Limited
Corporate Identity Number (CIN)	L72100TG2002PLC039113
Companys PAN	AABCN7753P
Companys GST	36AABCN7753P1ZS
Date of Incorporation	12/06/2002
Registered Office of the Company	8th Floor, Western Pearl Building,
	Hitech City Road, Kondapur,
	Hyderabad – 500081,
	Telangana, India
Annual General Meeting	Saturday, September 30, 2023 at 2:30 pm
Day, Date, Time and Venue	(IST) through Video Conferencing ("VC") /
	Other Audio-Visual Means ("OAVM")
Financial Year	April 1, 2022 to March 31, 2023
Record Date/Cut-off Date	September 22nd, 2023
Final Dividend for FY 2022-23	Not Applicable
Dividend Payment date	Not Applicable
Unclaimed/Unpaid Dividend for the previous years	Not Applicable

Financial year calendar for 2023 -24 (Tentative)
a) Results for the quarter ending 30th June, 2023	Before August 14, 2023
b) Results for the quarter and half year ending 30th September, 2023	Before November 14, 2023
c) Results for the quarter and nine months ending 31st December, 2023	Before February 14, 2024
d) Results for the quarter and year ending 31st March, 2024	Before May 30, 2024
Stock Exchanges on which Companys	National Stock Exchange of India Limited and
Shares are listed	BSE ( under permitted to trade category )

STOCK CODE
BSE Limited	590057
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai – 400 001
National Stock Exchange of India	EQUIPPP
Limited
Plot No. C/1, G Block
Bandra – Kurla Complex
Bandra (E), Mumbai - 400 051
ISIN of the Company	INE217G01035

A) MARKET PRICE INFORMATION

I. The reported high and low share prices during the year ended 31st March, 2023 on BSE, where your Companys shares are traded vis-?-vis BSE Sensex, are given below:

Month (2022-23)		EQUIPPP		SENSEX
	High (Rs)	Low (Rs)	High	Low
April, 2022	110.30	57.95	60,845.10	56,009.07
May,2022	85.10	57.60	57,184.21	52,632.48
June,2022	68.95	47.40	56,432.65	50,921.22
July,2022	55.75	47.50	57,619.27	52,094.25
August,2022	67.65	55.15	60,411.20	57,367.47
September, 2022	52.40	45.00	60,676.12	56,147.23
October, 2022	51.85	36.95	60,786.70	56,683.40
November, 2022	43.15	37.05	63,303.01	60,425.47
December, 2022	45.95	35.45	63,583.07	59,754.10
January, 2023	57.45	46.55	61,343.96	58,699.20
February, 2023	49.75	35.90	61,682.25	58,795.97
March, 2023	39.66	27.50	60,498.48	57,084.91

*Based on BSE website

II. The reported high and low share prices during the year ended 31st March, 2023 on the NSE, where your Companys shares are traded vis-a-vis CNX Nifty are given below:

Month (2022-23)		EQUIPPP		NIFTY
	High (Rs)	Low (Rs)	High	Low
April, 2022	110.00	58.55	18,114.65	16,824.70
May,2022	89.35	59.00	17,132.85	15,735.75
June,2022	69.35	47.10	16,793.85	15,183.40
July,2022	56.05	48.05	17,172.80	15,511.05
August,2022	68.00	55.45	17,992.20	17,154.80
September, 2022	52.70	45.25	18,096.15	16,747.70
October, 2022	51.85	36.95	18,022.80	16,855.55
November, 2022	44.50	38.20	18,816.05	17,959.20
December, 2022	45.45	35.45	18,887.60	17,774.25
January, 2023	57.00	45.95	18,251.95	17,405.55
February, 2023	48.05	35.70	18,134.75	17,255.20
March, 2023	39.50	27.50	17,799.95	16,828.35

*Based on NSE website

B) REGISTRAR & SHARE TRANSFER AGENT (RTA)

CIL Securities Limited 214, Raghava Ratna Towers,

Chirag Ali Lane, Hyderabad – 500001, Telangana, India. E-mail: advisors@cilsecurities.com Website: www.cilsecurities.com

C) SHARE TRANSFER SYSTEM

The Equity Shares of the Company are compulsorily traded in dematerialised form. In terms of Regulation 40(1) of Listing Regulations, as amended from time to time, request for effecting transfer of securi -ties shall be processed only if the shares are in dematerialised form in depository. Further transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. During the Financial Year 2022 -23, majority of the Shares of the Company were held in dematerialised form and 1132 shares were held in physical form.

D) DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2023

Sl.no	Category (Amount)	No of Sharehold- ers	% of Sharehold- ers*	Total No. of Shares held	% of Shareholding*
1	1-5000	22920	90.05%	663370	0.64%
2	5001- 10000	1258	4.94%	310200	0.30%
3	10001- 20000	657	2.59%	334167	0.32%
4	20001- 30000	232	0.91%	208708	0.20%
5	30001- 40000	87	0.34%	107478	0.10%
6	40001- 50000	74	0.29%	118108	0.12%
7	50001- 100000	124	0.49%	315171	0.31%
8	100001&Above	100	0.39%	101038023	98.01%