Netweb Technologies India Ltd Directors Report

Your Directors have the pleasure in presenting before you the Twenty-Fifth (25^th) Annual Report of Netweb Technologies India Limited (formerly known as Netweb Technologies India Private Limited) (‘Company) for the financial year ended March 31,

2024 along with Audited Financial Statements and Auditors Report thereon.

Financial Performance of the Company

During the year, the financial performance of the Company, 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)
PARTICULARS	FY 2023-24	FY 2022-23
Revenue from operations	7,240.75	4,449.72
Other income	118.87	6.78
Total income	7,359.62	4,456.50
EBITDA	1,144.16	706.93
EBITDA Margin (%)	15.80%	15.86%
Finance costs	(62.08)	(40.73)
Depreciation and amortization expenses	(62.52)	(36.57)
Profit before tax	1,019.56	629.63
Current tax	(257.15)	(156.16)
Deferred tax	(3.38)	(4.11)
Profit after Tax (PAT)	759.03	469.36
PAT Margin	10.48%	10.53%
Earnings per equity share (EPS)	13.91	9.22

State of affairs, Operation of the Company and

Future Outlook

This year, we achieved a significant milestone with our successful Initial Public Offering (IPO), positioning us as an exclusive entity in the listed space. This accomplishment underscores our robust business model and opens new avenues for growth and enhanced shareholder value.

During the year under review, the total income of the Company is increased from Rs. 4,456.50 million to Rs.7,359.62 million, EBITDA increased from Rs. 706.93 million to Rs. 1144.16 million and profit after tax increased from Rs. 469.36 million to 759.03 million. 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 disclosed in the note no. 15 notes to the financial statements for the financial year 2023-24 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 the Dividend Distribution Policy of the Company during FY

2023-24.

The Policy is available at https://netwebindia.com/investors/

Dividend%20Distribution%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.

Subject to the approval of the Members in the 25^th Annual General Meeting, the Board of Directors recommends a final dividend of Rs. 2.00 per equity share for the financial year

2023-24 to the shareholders of the Company i.e. 100% of the face value of shares of the Company. The proposed dividend is recommended for approval of the Members in compliance of the Dividend Distribution Policy of the Company.

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, pursuant to the provisions of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 1, 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 10.08.2024 to 17.08.2024 (both days inclusive). The record date is 09.08.2024 for the purpose of determining eligible shareholders for the purpose of payment of dividends.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

During the financial year 2023-24, the provisions of Section 125(2) of the Companies Act, 2013 were not applicable as there was no unpaid or unclaimed dividend. Further there are no shares of the Company in demat suspense account or unclaimed suspense account.

Issued Share Capital and Authorised Capital

During the financial year 2023-24, there was no change in the

Authorized Share Capital of the Company. The Authorized 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 2023-24. The details of the increase in the issued and paid-up share capital are presented in the below table:

Particulars	No of Shares	Share Capital Amount
	[Issued and Paid-up Capital]	[Issued and Paid-up Capital]
At the beginning of the financial year 2023-24	5,09,23,980	10,18,47,960
Add:
Through Private Placement	10,20,000	20,40,000
Initial Public Offering of the Company	41,21,000	82,42,000
Shares issued under the Employee Stock Options Scheme	3,00,888	6,01,776
At the end of the financial year 2023-24	5,63,65,868	11,27,31,736

Note : Face value of equity shares is Rs. 2 per 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 raised during the financial year 2023-

24.

The Company has appointed ‘CRISIL Ratings Limited as the monitoring agency to monitor the utilization of the issue proceeds from the Initial Public offer of the Company raised during the financial year 2023-24. The Monitoring agency has duly submitted its report on a quarterly basis 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 utilization of issue proceeds from the objects as stated in the offer document for Public Issue of shares of the Company.

Below is the summary of the utilisation of proceeds from the Public issue during the financial yar 2023-24:

Sr. No Original Object	As on March 31, 2024
	Original Allocation	Funds Utilised
	[Rs. In Millions]	[Rs. In Millions]
1 Funding Capital Expenditure requirements Civil construction of the building for the SMT line and interior development	90.000	31.760
2 Funding Capital Expenditure requirements Purchase of equipment/ machineries for new SMT production line	232.860	43.490
3 Funding long-term working capital requirements	1,280.220	527.270
4 Repayment or prepayment, in full or in part, of certain of outstanding borrowings	225.000	225.000
5 General Corporate Purposes	112.160	112.160

Deposits

The Company has not accepted any deposit within the meaning of section 73 and 76 of the Companies Act, 2013 and the rules framed thereunder during the financial year 2023-24 and therefore, no amount of principal or interest was outstanding as on the date of the Balance Sheet. During the year 2023-24, Company has filed form DPT-3 in compliance of Companies Act, 2013.

Material changesandcommitmentsaffectingthe Company financial positionof the

There has not been any material change or commitment which have occurred between the end of financial year 2023-24 and the date of this Report which could have affected, in any manner, the financial performance of the Company.

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
April 12, 2023	Long Term Rating: A-/Stable (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 during financial year 2023-24 and particulars of such loans, advances and investment have been provided in 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 related party transaction policy 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/ RPT%20Policy.pdf. All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arms length basis and were in the ordinary course of business. 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 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These transactions are in the ordinary course of business and are on an arms length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

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

Annual Return

As per the 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 2023-24 shall be placed on the

Companys website. The same can be accessed at www. netwebindia.com/investors/corporategovernance.html.

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

During the FY 2023-24, 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 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. Company, along with its nominee, is holding 100% equity shares of Netweb Foundation. 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 A.

Further, during the financial year 2023-24, 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:

a. 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 Officer and 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	38.87	48.31%
Mr. Navin Lodha	30.35	46.06%
Mr. Niraj Lodha	30.35	46.06%
Mr. Vivek Lodha	30.35	43.85%
Independent Directors
Mr. Mrutyunjay Mahapatra	2.98	NA
Mr. Vikas Modi	3.78	NA
Mrs. Romi Jatta	2.61	NA
Mr. Jasjeet Singh Bagla	1.92	NA
Chief Financial Officer
Mr. Prawal Jain	14.75	NA
Company Secretary
Mr. Lohit Chhabra	2.94	NA

Notes: passed (i) The remuneration details in the above table pertain to directors and KMPs as required under the Companies Act, 2013. While calculating the median as presented above, the value of the stock option is not considered as stock options were not granted to directors.

(ii) The percentage increase in remuneration is not provided for KMPs as they havent drawn remuneration during the full fiscal year 2022.

(iii) Only Sitting fee was paid to Independent Directors during the year under review. b. The percentage increase in the median remuneration of employees in the financial year is (1.18%). c. The number of permanent employees on the rolls of Company are 362 as on March 31, 2024.

d. The average percentile increase already in the salaries of employees is 22.91% and the percentile increase in the managerial remuneration is 46.20%. With the introduction of commission on profits to Managing Director and whole time Directors coupled with revision in remuneration after 2 years, the managerial remuneration for the year grew at a faster rate than that of employees.

e. The Company affirms that the remuneration is as per the remuneration policy of the Company.

f. Nature of employment of all above mentioned employees is permanent.

g, The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other information as required in this rule, is provided in below table:

Name of the Employees	Designation	Qualifications received (In Rs.)	Remuneration	Experience (In Years)	Date of commencement of employment	Age	Past Employment	% of equity shares
Hirdey Vikram	Chief Sales and Marketing Officer	14,63,12,417	B.Tech	13	16-Aug-16	35	HCL Infosystems Limited	Negligible
Hemant Agrawal	Chief Operating Officer	5,87,12,347	B.Com	21	16-Aug-16	52	-	Negligible
Mukesh Golla	Chief Research & Development Officer	5,66,38,240	B.Tech	20	16-Aug-16	43	-	Negligible
Prawal Jain	Chief Financial Officer & CHRO	2,03,37,635	Cost Accountant, Chartered Accountant, B.Com	28	12-Jan-23	52	Moeving Urban Technologies Private Limited	Negligible
Sanjay Lodha	Chairman & Managing Director	1,82,42,159	Post Graduate Diploma in Business Management	25	16-Aug-16	52	NA	29.90%
Vivek Lodha	Whole Time Director	1,42,41,259	B.Com	15	16-Aug-16	48	NA	14.95%
Navin Lodha	Whole Time Director	1,42,41,259	B.Com	25	16-Aug-16	50	NA	14.95%
Niraj Lodha	Whole Time Director	1,42,41,259	B.Com	15	16-Aug-16	47	NA	14.95%
Tushar Agarwal	VP Sales & Solutions	1,29,22,602	B.Tech	12	16-Aug-16	38	NA	Negligible
Arup Kumar Banerjee	GM - Finance & Accounts	1,07,10,287	MCA	32	16-Aug-16	55	Balaji Mining	Negligible

Notes :

Except for Directors, as they havent been granted any stock options, the remuneration of all other employees provided in the above table includes the value of perquisites i.e value of the stock option exercised during the financial year.

Remuneration to Mr. Sanjay Lodha, Mr. Niraj Lodha, Mr. Navin Lodha and Mr. Vivek Lodha includes commission on profits for the FY 2022-23 received by them in the financial year 2023-24.

Mr. Sanjay Lodha and Mr. Vivek Lodha are Brothers. Mr. Navin Lodha and Mr. Niraj Lodha are Brothers.

During the year under review, subject to the approval of the members in the ensuing Annual General Meeting, the Managing

Director and Whole Time Directors are entitled to Commission on the profits of the Company, details whereof will be disclosed in the Notice of the Annual General Meeting of the Company.

Further, following are the employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees:

Name of the Employees	Designation	Remuneration received
Hirdey Vikram	Chief Sales and Marketing Officer	14,63,12,417
r Hemant Agrawal	Office Chief Operating	5,87,12,347
Mukesh Golla r	Chief Research & Development Office	5,66,38,240
Prawal Jain	Chief Financial Officer & CHRO	2,03,37,635
Sanjay Lodha	Chairman & Managing Director	1,82,42,159
Vivek Lodha	Whole Time Director	1,42,41,259
Navin Lodha	Whole Time Director	1,42,41,259
Niraj Lodha	Whole Time Director	1,42,41,259
Tushar Agarwal	VP Sales & Solutions	1,29,22,602
Arup Kumar Banerjee	GM - Finance & Accounts	1,07,10,287
Anuj Kumar	Assistant Director - Customer Support	1,06,07,895

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 organization. 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, 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 with report on Corporate Governance.

Employees Share 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 organization. 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.

During the reporting year under review, the Nomination and Remuneration Committee allotted 3,00,888 equity shares of Rs. 2/- each pursuant to exercise of employee stock options by eligible employees under the ESOP Scheme of the Company.

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 B 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.

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) That the 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 2023-24 and of the profit or loss of the Company for the year for the same period;

(iii) That the 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 C.

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 2023-24. 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 financial year 2023-24 by the Board of Directors on 19.05.2023 for conducting secretarial audit.

The secretarial Audit Report is attached as Annexure D.

There have been no qualifications, reservation, disclaimer or adverse remarks given in the report except as follows:

S.no Observations	Management Reply
1. During the period under review, there was a violation of Code of Conduct under Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 by one Designated Person (DP) regarding the execution of trade during the trading window closure period & the same has been intimated to the Stock Exchange(s).	The matter was discussed in the Audit Committee meeting and after taking into account various aspects of the instant matter inter alia concerned Designated Persons long-term association with the Company and conduct throughout the tenure and also being the first instance, the Audit Committee has directed to issue a warning letter to her. The matter was reported to the stock exchange timely.
	Further, the said matter does not have any material adverse effect on the financials of the Company or on the functioning of the Company.

Further, the Board has re-appointed M/s P.C Jain & Co, Practising Company Secretaries as the Secretarial Auditor of the Company for financial year 2024-25.

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 & Co, Practicing Cost Accountants [M. No 32469] were appointed as Cost Auditors of the Company for the financial year 2023-24 by the Board of Directors on 19.05.2023 for conducting

Audit of Cost records. Cost audit has been conducted by M/s

Sunny Chhabra & CO., Cost Accountants. The said report will be filed with the Ministry of Corporate Affairs. There were no qualifications, reservation, disclaimer or adverse remarks by the Cost Auditors in their report for FY 2023-24.

Further, the Board has re-appointed M/s Sunny Chhabra & Co, Practicing Cost Accountants as the Cost Auditor of the Company for financial year 2024-25.

Internal Auditors

M/s Sanmarks & Associates, Chartered Accountants [FRN: 003343N] was appointed as Internal Auditors of the Company for the financial year 2023-24 by the Board of Directors on May 19, 2024. They conduct 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. The Board has re-appointed M/s Sanmarks & Associates, Chartered Accountants as the internal auditors of the Company for the financial year 2024-25.

Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards 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.

Details of Directors and Key Managerial Personnel (KMP)

Presently, the details of the Board of Directors and Key managerial personnel of the Company comprises the following as of the closure of the financial year 2023-24:

S. No Name	Designation	DIN/PAN
1. Mr. Sanjay Lodha	Managing Director	00461913
2. Mr. Vivek Lodha	Whole Time Director	00461917
3. Mr. Navin Lodha	Whole Time Director	00461924
4. Mr. Niraj Lodha	Whole Time Director	00746701
5. Mr. Mrutyunjay Mahapatra	Independent Director	03168761
6. Mr. Vikas Modi	Independent Director	10049413
7. Mr. Jasjeet Singh Bagla	Independent Director	10043442
8. Mrs Romi Jatta	Independent Director	10045383
9. Mr. Prawal Jain	Chief Financial Officer	AAMPJ9412F
10. Mr. Lohit Chhabra	Company Secretary & Compliance Officer	ARVPC3562B

There have been no changes in the Board of Directors and Key Managerial Personnel during the year under review. During the financial year 2023-24, the Board of Directors had met 8 times. The attendance of the Directors is as mentioned below:

Name of the Directors	Number of meetings attended/total meetings held during the FY 2023-24
	No. of Board Meetings held during their tenure	No. of Board Meetings attended
Mr. Sanjay Lodha	8	8
Mr. Vivek Lodha	8	6
Mr. Navin Lodha	8	8
Mr. Niraj Lodha	8	4
Mr. Mrutyunjay Mahapatra	8	8
Mr. Vikas Modi	8	8
Mr. Jasjeet Singh Bagla	8	6
Mrs. Romi Jatta	8	7

There are 4 Independent Directors in the Company during the financial year 2023-24. 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.

In accordance with the provisions of the Companies Act, Mr. Vivek Lodha (DIN: 00461917), 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 25^th Annual general meeting.

Pursuant to Schedule IV to the Act and SEBI Listing

Regulations, a separate meeting of Independent Directors was held during the financial year 2023-24 without the attendance of non-independent Directors and members of Management.

Performance Evaluation

The Board of Directors, on the basis of criteria specified by the policy on performance evaluation, 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.

Further, the independent directors of the Company, at their separate meeting held during the financial year 2023-24, reviewed the performance of non-independent directors, the board of directors as a whole, the performance of the Chairperson of the Company and accessed 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.

Familiarization Program of Independent Directors

During the financial year 2023-24, the Independent

Directors were apprised of the business strategies of the Company. Independent Directors also had a meeting with the functional heads of the Company wherein the functional heads briefed the Independent Directors about departments in the Company and their function in the Company. They were made aware about the policies and code of conduct of the Company. Further, the details of the training and familiarization program are provided in the Corporate Governance Report forming part of the Annual Report of the Company. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

Committees of the Board and related Policies

During the year 2023-24, 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 meeting in which member is entitled to attend	No of meetings attended
Mr. Jasjeet Singh Bagla	Chairperson	3	2
Mrs Romi Jatta	Member	3	3
Mr. Vikas Modi	Member	3	3
Mr. Sanjay Lodha	Member	3	3

Further, Companys policy on appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of directors etc is specified in 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%20 and%20Remuneration%20Policy.pdf.

Audit Committee

Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of meeting attended
Mr. Vikas Modi	Chairperson	5	5
Mr. Mrutyunjay Mahapatra	Member	5	5
Mr. Sanjay Lodha	Member	5	5

CSR Committee

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

Stakeholders Relationship Committee

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

Risk Management Committee

Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of the meetings which member attended
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.

Corporate Social Responsibility

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 E 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://netwebindia.com/investors/Revised-

CSR-Policy.pdf.

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.

During the year, the Company hasnt received any complaints under Sexual Harassment of Women at workplace

(Prevention, Prohibition and Redressal) Act, 2013. Further, as on the close of financial year 2023-24, no complaint was pending before the ICC for its resolution. Also, the Company had organized training programs concerning sexual harassment from time to time, for its employees and staff

The said training programs and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation.

Risk Management

Involvement of various types of risks is prone to almost all types of industries and the management of your Company 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. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The policy has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. Company has constituted Risk Management Committee consisting of the following members:

Name of the Member	Position in the Committee
Mr. Mrutyunjay Mahapatra	Chairperson
Mr. Sanjay Lodha	Member
Mr. Navin Lodha	Member

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 shares of the Company were listed on BSE and NSE on

27.07.2023. Post listing, Company was included in the list of top 1000 listed entities by market capitalization as on March 31, 2024, as per the list released by BSE and NSE. Therefore, BRSR reporting in terms of regulations 34(2)(f) was not applicable to the Company for the financial year

2023-24. However, considering the environment, social and governance aspect of the performance of the Company and as a matter of good governance practice, the Company has voluntarily prepared this BRSR Report containing a report of responsible business practices of the Company during financial year 2023-24.

The ESG Committee was constituted by the Board with effect from May 01, 2024, to discharge its oversight responsibility on matters related to organization-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. Prawal Jain	Member
Mrs. Chhavi Bahal	Member
Mrs. Swapnil	Member
Mr. Lohit Chhabra	Member

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at https://netwebindia.com/investors/Whistle%20 blower%20policy.pdf We affirm that no personnel has been . denied access to the audit committee.

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.

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 Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, 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
	Sanjay Lodha
Place: Faridabad	Chairman and Managing Director
Date: July 20, 2024	DIN:00461913