Spacenet Enterpr Director Discussions


Dear Shareholders,

Your directors are pleased to present the 13th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.

FINANCIAL PERFORMANCE SUMMARY:

The financial results and performance of your Company for the year ended on 31st March, 2023 on Standalone and consolidated basis is summarized below:

A.Standalone Basis:

(Rs.in Lakh)

Particulars

Standalone Financial Results

2022-2023 2021-2022
Total Income 14252.79 4054.05
Total expenses 13982.39 3965.83
Profit / (Loss) after tax 281.18 76.13
Earnings per share - par value of Rs. 1 per share
Basic 0.05 0.03
Diluted 0.05 0.03

Financial Highlights:

For the financial year ended March31, 2023, your Company had reported total income of Rs. 14252.79 Lakhs as against Rs. 4054.05 Lakh during the previous financial year ended March31, 2022. The Company incurred a Net Profit of Rs. 281.18 Lakh for the financial year ended March31, 2023 as against Net profit of Rs. 76.13 Lakh during the previous financial year ended March, 2022.

B.Consolidated basis:

(Rs.in Lakh)

Particulars

Consolidated Financial Results

2022-2023 2021-2022
Total Income 14495.45 4377.95
Total expenses 14243.84 4294.59
Profit / (Loss) after tax 262.39 70.60
Earnings per share - par value of Rs. 1 per share
Basic 0.05 0.03
Diluted 0.05 0.03

Financial Highlights:

For the financial year ended March31, 2023, your Company had reported total income of Rs. 14495.45Lakhs as against Rs. 4377.95 Lakh during the previous financial year ended March31, 2022. The Company incurred a Net Profit of Rs. 262.39 Lakh for the financial year ended March31, 2023 as against Net profit of Rs. 70.60 Lakh during the previous financial year ended March, 2022.

The Consolidated Financial Statements of your Company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), Indian Accounting Standards (‘Ind AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same shall also be forms part of this Annual Report.

STATE OF AFFAIRS / COMPANYS PERFORMANCE:

Your company is engaged in the business of development of Software tools and platforms providing fast, flexible and reliable commodities trading tools and to invest, acquire, Trade and deal in gold, and other commodities of all kinds, agricultural or otherwise, finished or unfinished goods and to take delivery and hold them as permitted under Securities Contracts Regulation Act (SCRA) 1956 and the rules made there under and also engaged in the business of Trade finance, Trade Tech and Fin-tech.

DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances have decided that it would be prudent, not to recommend any Dividend for the year under review."

TRANSFER OF AMOUNT TO GENERAL RESERVE:

Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review."

LISTING OF SHARES:

The shares of the company are listed on National Stock Exchange of India Limited (NSE). The listing fee for the year 2022- 23 has already been paid to the NSE within the time limit as specified by the stock exchange.

SHARE CAPITAL:

Authorised Share capital:

The Authorised Share capital of the company as on March 31, 2023 was Rs.65,00,00,000/- divided into 65,00,00,000 Equity shares of Rs. 1/- each as compared to Rs. 55,00,00,000 divided into 55,00,00,000 equity shares of Rs.1/- each as on March 31, 2022.

During the year under review the company increased the authorised share capital of the company from from Rs. 55,00,00,000/- (Rupees Fifty Five Crores only) divided into 55,00,00,000 (Fifty Five Crores only) Equity Shares of Rs.. 1/- (Rupees one Only) each TO Rs.65,00,00,000/- (Rupees Sixty-Five Crore Only) divided into 65,00,00,000 (Sixty-Five Crore Only) Equity shares of Rs. 1/- (Rupees one only) each, by addition of Rs. 10,00,00,000/-(Rupees Ten Crore only) divided into 10,00,00,000 (Ten Crore only) Equity shares of Rs. 1/- (Rupees one Only) each.

Issued, Subscribed and paid-up capital:

The paid-up Equity share capital of the company as on March 31, 2023 was Rs.53,36,70,374 /-divided into

53,36,70,374 Equity shares of Rs. 1/- each as compared to Rs.53,03,58,374/- divided into 53,03,58,374 Equity shares of Rs. 1/-each as on March 31, 2022.

The increase of Rs. 33,12,000/- in the paid up share capital of the company during the Financial Year 2022-23 was on account of issuance of 33,12,000 equity shares of Rs.01/- each pursuant to exercise of Employee stock options by employees of the company under "Spacenet employee Stock options scheme-2021 in compliance the provisions of section 62(1)(b) of Companies Act,2013 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, your Company has not issued any shares with differential voting rights.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet during the financial year under review.

CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices.

A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and Full details of the various board committees are also provided therein along with Auditors Certificate regarding compliance of conditions of corporate governance is enclosedas

Annexure-1

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is enclosed asAnnexure -2

AUDITORS:

Statutory Auditors:

At the 11th Annual General Meeting held on 24th September, 2021, the members approved the appointment of M/s Jayesh Sanghrajka and Co LLP., Chartered Accountants, (Firm Registration No: 104184W/W100075), as Statutory Auditors of the company who shall hold office from the conclusion of 11th Annual General Meeting till conclusion of the 16th Annual General Meeting of the company for a term of consecutive Five (5) years.

However M/s Jayesh Sanghrajka and Co LLP, Chartered Accountants, (Firm Registration No: 104184W/W100075), as Statutory Auditors of the company tendered their resignation from office of Statutory Auditors w.e.f. 07th July,2023 vide their Resignation letter dated 07thJuly,2023.

The board of directors of the company vide board meeting dated on 08th July,2023 approved the appointment of M/s. Gorantla & Co, chartered Accountants, Hyderabad (Firm Registration No. 016943S ), as the Statutory Auditor of the Company With the recommendation of Audit committee of the company and subject to approval of members in this Annual General Meeting (AGM), for a period of 5 (five) consecutive years ( FY 2023-24 to 2027-28) from the conclusion of 13th Annual General Meeting till the conclusion of 17th Annual General Meeting to be held in the year 2028, in place of the existing Statutory Auditor, M/s Jayesh Sanghrajka and Co LLP., Chartered Accountants who tendered their resignation w.e.f. 07thJuly,2023.

A resolution is being proposed for appointment of M/s. Gorantla & Co, chartered Accountants, at this 13th AGM and annexed in notice of AGM

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Internal Auditors:

The Internal Auditors are submitting their reports and performing the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

On 30th June,2022 M/s. Navitha & Associates, Chartered Accountants (Registration No. 012026S) as Internal Auditors of the Company Tendered their Resignation from the office of Internal Auditors w.e.f. 30th June,2022 due to their pre occupation.

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Bhanu Murali & Co, Chartered Accountants (Firm Regn. No. 014993S) as Internal Auditors of the Company as Internal Auditors of the Company at the board meeting held on 13th February, 2023 in compliance with the provisions of the Companies Act,2013 and rules made there under.

Cost Auditors:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has Re-appointed Desina Balarama Krishna, Company Secretary in Practice CP No. 22414 as Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY 2022-23 & 2023-24 and they have submitted their report to the company for the FY 2022-23.

Statutory Auditors Report:

The statutory auditors report do not contain any qualifications, reservations or adverse remarks. During the year, the statutory auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act.

Secretarial Auditors Report:

The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure-3to this Board report.

During the year, the Secretarial auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act.

The secretarial auditors report do not contain any qualifications, reservations or adverse remarks.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31 March 2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by Mr. D. Blarama Krishna CP No. 22414 has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2023.

EMPLOYEE STOCK OPTION PLANS:

Presently the company is implementing an employee stock options scheme called "Spacenet Employee Stock Option Scheme-2021"

During the year, the company has not granted any options under "Spacenet Employee Stock Option Scheme-2021" however the company issued and allotted 33,12,000 equity shares of Rs.01/- each to employees of the company pursuant to exercise of Employee stock options by employees of the company under "Spacenet employee Stock options scheme-2021 in compliance the provisions of section 62(1)(b) of Companies Act,2013 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

"The details in respect of Employee Stock Options as required under Companies Act,2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as ‘Annexure-4and the same are available at the website of the Company https://www.spacenetent.com/

In compliance with the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate from Secretarial auditor of the company confirming implementation of "Spacenet Employee Stock Option Scheme-2021" in accordance with the said regulations will be placed before the Annual General Meeting and also available electronicallyfor inspection by the members during the annual general meeting of the Company."

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme.

Certificate from CS Balaramakrishna, Secretarial Auditors of your Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the forthcoming Annual General Meeting and on the website of your Company for inspection by the members

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

The Board of directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors with one-woman Independent Director.

The Board of the Company is duly constituted. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (the ‘Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration by independent directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Certificate on Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

Registration of Independent Directors in Independent Directors Databank:

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Appointments:

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors vide their board meeting dated on 29th October, 2022 appointed the following directors

Shri. Sethurathnam Ravi (DIN: 00009790) as Chairman ( Non-Executive & Non-Independent Director ) of the company with effect from 29th October, 2022.

Shri. Ramesh Raghavan Puducheri (DIN: 03499156) as Independent Director of the company

Shri. Ghanshyam Dass (DIN: 01807011) as Independent Director of the company for a period of Five Years with effect from 29th October, 2022. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors vide their board meeting dated on 04th January, 2023 appointed Dr. Sarat Kumar Malik (DIN: 09791314) as an Independent Director of the company for a period of Five years with effect from 04th January, 2023.

Re-appointments:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Dasigi Venkata Surya Prakash Rao (DIN: 03013165), Executive Director of the company retires by rotation and being eligible, offers himself for reappointment.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the notice convening the AGM.

Resignation:

During the year under review Shri. Ramesh Raghavan Puducheri (DIN: 03499156) Independent Director of the company tendered his resignation from the office of Director of the company with effect from 05th January, 2023. Shri. Suresh Tammineedi (DIN: 00952079) Executive Director of the Company has resigned from the office of Board of directors of the Company with effect from 22nd May,2023.

Key Managerial Personnel (KMP):

Following are the are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Satya Srikanth Karaturi-Whole Time Director

2. Mr. Dasigi Venkata Surya Prakash Rao- Executive Director & CFO

3. Mr. M.Chowda Reddy-Company Secretary & Compliance Officer

Directors and Officers Insurance (‘D&O):

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company need not to take ‘D and O insurance for its Directors and members of the Senior Management since it is applicable to only 500 listed entities whereas the company is on the top 2000 listed entities.

Number of Board Meetings during the Year:

During the FY 2022-2023, Nine (09) meetings of the board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Boards report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

Independent Directors Meeting

The Independent Directors met on 01st August, 2022, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2023, the Board has the following statutory committees:

1. Audit Committee:

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

The company is listed out as top Thousand Listed entities determined on the basis of market capitalization as at the end of the immediate preceding financial year (i.e. for the period march, 2023 ended) Accordingly the company constituted Risk Management Committee in compliance with the regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed note on the composition of the committees and meetings held during the year and attendance of its members are provided in the corporate governance report which forms part of the Boards report.

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 have been disclosed in the corporate governance report, which forms part of this directors report.

ANNUAL EVALUATION OF BOARD AND ASSESSMENT:

The company believes that formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness.

For the company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in:

More effective board processes

Better collaboration and communication

Greater clarity with regard to members roles and responsibilities and

Improved Chairman -Managing Director – Board relations;

By focusing on the board as a team and on its overall performance, the company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during FY 2022-23. The board evaluation was performed after seeking inputs from all the directors and included criteria such as the board composition and structure, effectiveness of board processes, information and functioning as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Leadership, Nomination &Remuneration Committee has overall stewardship for the process. The evaluation process covers the following aspects:

Peer and self-evaluation of Directors;

Evaluation of the performance and effectiveness of the board;

Evaluation of the performance and effectiveness of Board Committees;

Evaluation of the performance of the KMP

Feedback on management support to the Board;

The evaluation process elicits responses from the directors in a judicious manner -ranging from Composition and induction of the board to effectiveness and governance.

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 have been disclosed in the corporate governance report, which forms part of this directors report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) 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;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

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

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

COMPLIANCE WITH ICSI SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (The ICSI) and that such systems are adequate and operating effectively. During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India Such as SS-1 & SS-2.

CORPORATE SOCIAL RESPONSIBILITY:

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with section 92(3) of the Companies Act, 2013, a copy of the annual return in the prescribed format as on 31 March 2023 is available on the Companys website at http://spacenetent.com/

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of your Company which may be accessed at https://www.spacenetent.com/Investor-Relations.html

CHANGE IN THE NATURE OF BUSINESS:

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, No amount which remained unclaimed for a period of seven years has been transferred by the Company to the Investor Education and Protection Fund established by the Central Government during the financial year 2022-23.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013, No shares in respect of which dividend has not been paid or claimed for seven consecutive years were transferred by the Company in the name of Investor Education and Protection Fund during the financial year 2022-23.

PARTICULARS OF EMPLOYEES:

The statement of Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure –5".

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing various initiatives taken by the Company on the environmental, social and governance is applicable to the company for the financial year 2022-23 and a detailed report of Business Responsibility and sustainability Report enclosed as an Annexure – 6".

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and conducive work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of Insider Trading with a view to regulate trading in securities by the directors, KMP s and designated employees of the company. The code requires pre-clearance for dealing in the companys securities and prohibits the dealing in securities of the company while in possession of unpublished price sensitive information in relation to the company. The Board and the designated employees have confirmed compliance with the code.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

The company has no activities relating to Conservation of Energy, Technology Absorption. Foreign Exchange earnings and Outgo during the year under review, as given below:

Particulars

For the Year ended 31st, March- 2023 (Rs.in lakhs) For the Year ended 31st, March- 2022 (Rs.in lakhs)
Foreign Exchange Earnings NIL 101.36
Foreign Exchange outgo 132.09 74.50

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there are no orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

MATERIAL CHANGES AND COMMITMENTS:

During the year under review the company proposed To raise funds up-to Rs. 100 (One Hundred Crores) by way issuing securities on a preferential basis ("Preferential Issue") in accordance with the provisions of Companies Act,2013 and Rules made there under and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended and other applicable laws, rules and subject to compliance of all applicable Laws and Rules and the approval of regulatory/ statutory authorities and the shareholders of the Company.

The Board vide its meeting dated on 04th January, 2023 approved to issue 4,65,50,000 (Four Crores Sixty-Five Lakhs Fifty Thousand) convertible Equity warrants at Rs. 20 (Rupees Twenty Only) per warrant for an aggregate consideration of Rs. 93,10,00,000 (Rupees Ninety-Three Crores Ten Lakhs Only). Each warrant will be convertible into, or exchangeable for 1 (one) fully paid-up equity share of face value of Re. 1/- (Rupees One Only) each, which may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until expiry of 18 (eighteen) months.

Preferential Issue Allotment committee of the Board of Directors of the Company (constituted vide board meeting dated on 04th January, 2023 ) at its meeting held on February 11, 2023 1,48,00,000 Warrants convertible into equivalent number of Equity Shares, at an issue price of Rs. 20 per Warrant. Paid up value of per Warrant is Rs. 10 which is Min 50% of the issue price aggregating up-to Rs. 14,80,00,000 Each Warrant will be convertible into, or exchangeable for 1 (one) fully paid-up equity share of face value of Re. 1/- (Rupees One Only) each, and the rights attached to the Warrant may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants until expiry of 18 (eighteen) months upon payment of balance consideration.

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (MCA) has undertaken green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company/RTA.

HOLDING, SUBSIDIARY, JOINT VENTURES (JV) AND ASSOCIATE COMPANIES:

As per the provisions of Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 and is enclosed as Annexure 7.

RELATED PARTY TRANSACTIONS:

The company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure 8.

RISK MANAGEMENT:

Your Company has constituted a Risk Management Committee and formulated a policy on the Risk Management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to frame, implement and monitor the risk management plan for your Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Furthermore, your Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of internal financial controls by adopting a systematic approach to its work. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. The Risk Management Policy of your Company is posted on the website of your Company and the web link is http://www.spacenetent.com/

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Neither any application was made nor are any proceedings pending under the IBC, 2016 during the year Ended on 31st March, 2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided as per the provisions of Sections 186 of the Companies Act, 2013 along with the purpose for which the loan, guarantee, or security is proposed to be utilised by the recipient are provided in the Financial Statements of the company forms part of this annual report.

DECLARATION:

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a declaration by the Managing Director & CEO/Whole Time Director of the company declaring that all the members of the board and the senior management personnel of the company have affirmed compliance with the Code of Conduct of the company .

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Corporate Governance Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2022-23.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

The Company has not received any complaint on sexual harassment during the year 2022-2023.

DISCLOSURE REQUIREMENTS-POLICIES:

The Policies adopted by the Company as per statutory and governance requirements are as follows and the same policies are Uploaded on website of the Company at http://spacenetent.com/

1. Board Diversity Policy

2. Business-Responsibility-Policy

3. Code of Fair Disclosure of Unpublished Price Sensitive Information

4. Code on Prohibition of Insider Trading

5. Code-of-Conduct-or-Directors-and-Senior-Management

6. Familiarization-Programme-for-Independent-Directors

7. Nomination & Remuneration Policy

8. Policy-on-Preservation-of-Documents-and-Archival

9. Policy-on-related-party-transactions

10. Terms and code for of Independent Directors 11. Whistle-Blower-Policy

12. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace 13. Policy for Determination of Material Subsidiary

14. Policy for Determination of Materiality of Events & Information

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

For Specenet Enterprises India Limited

For Specenet Enterprises India Limited

Sd/-

Sd/-

Sethurathnam Ravi

Satya Srikanth Karaturi

Chairman

Whole Time Director

DIN:00009790

DIN: 07733024

Date: 12-08-2023

Place: Hyderabad