|
To the Members, Nettlinx Limited,
Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and
operations of your Company (the Company' or Nettlinx') along
with the audited "Financial statement for the "Financial Year ended March 31,
2025. The Consolidated performance of the Company and its subsidiaries has been referred
to where required.
1. Financial summary/highlights:
The key highlights of the financial performance of the company during
the period ended 31st March, 2025 has been as under:
(Amounts Rs In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Turnover/Income (Gross) |
2271.79 |
1998.33 |
3,352.42 |
3,274.93 |
| Other Income |
7.43 |
4.49 |
709.11 |
13.95 |
| Profit/loss before Depreciation, Finance
Costs, |
1,025.11 |
1,068.9 |
1,386.66 |
1329.3 |
| Exceptional items and Tax Expense |
|
|
|
|
| Less: Depreciation/ Amortisation/ Impairment |
101.50 |
92.57 |
109.51 |
99.20 |
| Profit /loss before Finance Costs,
Exceptional items and Tax Expense |
923.61 |
976.33 |
1277.15 |
1230.1 |
| Less: Finance Costs |
123.17 |
98.88 |
126.23 |
100.54 |
| Profit /loss before Exceptional items and Tax
Expense |
800.44 |
877.45 |
1,150.92 |
1,129.56 |
| Add/(less): Exceptional items |
-- |
-- |
-- |
-- |
| Profit /loss before Tax Expense |
800.44 |
877.45 |
1150.92 |
1129.56 |
| Less: Tax Expense |
220.52 |
241.83 |
413.69 |
312.36 |
| Less: Deferred Tax |
(2.42) |
(0.14) |
(2.22) |
0.29 |
| Less: MAT Credit |
-- |
-- |
(102.63) |
-- |
| Less: Previous Year Tax |
13.87 |
1.90 |
17.30 |
1.97 |
| Profit /loss for the year (1) |
568.46 |
633.85 |
824.78 |
814.94 |
| Total Comprehensive Income/loss (2) |
19.58 |
26.72 |
444.94 |
181.82 |
| Total (1+2) |
588.04 |
660.57 |
1269.72 |
996.76 |
| Balance of profit /loss for earlier years |
1843.22 |
1918.16 |
699.57 |
774.51 |
| Less: Transfer to Debenture Redemption
Reserve |
-- |
-- |
|
|
| Less: Transfer to Reserves |
-- |
-- |
|
|
| Less: Dividend paid on Equity Shares |
96.71 |
74.94 |
96.71 |
74.94 |
| Less: Dividend paid on Preference Shares |
-- |
-- |
|
|
| Less: Dividend Distribution Tax |
-- |
-- |
|
|
Balance carried forward |
2314.97 |
1843.22 |
1427.65 |
699.57 |
2. Overview & state of the company's affairs: Revenues
standalone
During the year under review, the Company has recorded an income of Rs.
2271.79 Lakhs and profit of Rs. 568.46 Lakhs as against the income of Rs. 1998.33 Lakhs
and profit of Rs. 633.85 Lakhs in the previous financial year ending 31.03.2024.
Revenues Consolidated
During the year under review, the Company has recorded an income of Rs.
3,352.42 Lakhs and Profit of Rs. 824.78 Lakhs as against the income of Rs. 3,274.93 Lakhs
and profit of Rs. 814.94 Lakhs in the previous financial year ending 31.03.2024.
3. Dividend:
Keeping the Company's growth plans in mind, your directors have
decided not to recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act,
2013, the company has not proposed to transfer any amount to general reserves account of
the company during the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor
Relations engagement with International and Domestic investors through structured
conference-calls and periodic investor/analyst interactions like individual meetings,
participation in investor conferences, quarterly earnings calls and analyst meet from time
to time. The Company ensures that critical information about the Company is available to
all the investors, by uploading all such information on the Company's website.
6. Material changes & commitment affecting the financial
position of the company:
There have been no material changes and commitments affecting the
financial position of the Company which have occurred during the end of the Financial Year
of the Company to which the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or
courts or tribunals:
No significant or material orders have been passed against the Company
by the Regulators, Courts or Tribunals, which impacts the going concern status and
company's operations in future.
8. Transfer of un-claimed dividend to Investor Education and
Protection:
The Company has not transferred any amount against unclaimed dividend
to Investor Education and Protection Fund during the period under report.
9. Details of Nodal Officer:
The Company has designated Mr. Venkateswara Rao Narepalem as a Nodal
Officer for the purpose of IEPF.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government
During the Year, the Company has not transferred any amount to Investor
Education and Protection Fund.
11. Revision of financial statements:
There was no revision of the financial statements for the year under
review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business
during the FY 2024-25.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial
Year ended March 31, 2025 and as such, no amount of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial
Year ended March 31, 2025, there has been no non-compliance with the requirements of the
Act.
14. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 mandate that the transfer, except transmission and transposition, of securities shall
be carried out in dematerialized form only with effect from 1st April 2019. In view of the
numerous advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the facility of dematerialization
from either of the depositories.
The Company has, directly as well as through its RTA, sent intimation
to shareholders who are holding shares in physical form, advising them to get the shares
dematerialized.
15. Subsidiary companies:
Your Company has Five subsidiaries namely Nettlinx Technologies Private
Limited, Nettlinx Realty Private Limited, Sri Venkateswara Green Power Projects Limited,
Salion SE and Nettlinx INC as on March 31, 2025.
In accordance with Section 129(3) of the Act, Consolidated Financial
Statements have been prepared which form part of this Annual Report. As required under
Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the subsidiaries
in the prescribed form AOC-1 is enclosed as Annexure 1 to this Report.
In accordance with Section 136 of the Act, the separate audited
accounts of the subsidiary companies will be available on the website of the Company,
www.netlinx.com and the Members desirous of obtaining the accounts of the Company's
subsidiaries may obtain the same upon request. These documents will be available for
inspection by the members, till the date of AGM during business hours at registered office
of the company.
The Policy for determining Material Subsidiaries, adopted by your
Board, in conformity with the SEBI Listing Regulations can be accessed on the
Company's website at www.netlinx.com.
16. Performance highlights of key operating subsidiaries:
a. Nettlinx Technologies Private Limited
Nettlinx Technologies Private Limited is a wholly owned subsidiary of
Nettlinx Realty Private Limited. Nettlinx Technologies Private Limited is a global
Information Technology company which provides Information Technology Support Services in
field of System Administration, System Architect, Datacenter Support, Business Continuity,
Disaster Recovery, Storage, Backup and Virtualization.
In the rapidly changing technology world, Enterprises recognize that
all of the new technology products they want to deploy - IoT, serverless, containers,
hybrid cloud, AI require a robust, flexible, secure, self-healing, software & hardware
driven high quality equipment & devices that can be integrated, leading to a seamless
hyper converged technological advantage to achieve efficient productivity with
commercially viable pricing and sustained after sales service extended model. We work
24/7. The support includes:
| - Servers, Routers & Networks Switches |
| - Cabling, Wireless equipment & Wi-Fi devices |
| - Firewalls |
| - Projectors |
| - DLP (Digital Light Processing) |
| - Projectors - LCD (Liquid Crystal Display) |
| - Mobile Jammers |
| - Printers / Photocopiers/ Scanners |
| - Internal LAN projects |
| - CCTV and security surveillance |
| - Biometric |
| - Technical Manpower Services |
| - Web Hosting Services |
| - Co-location Services - Managed Data Centre Services |
b. Nettlinx Realty Private Limited
The Company, several years back, has acquired a land at Gachibowli at
Hyderabad. The company has transferred the land in Nagpur to an LLP for development which
is currently under process. We should be able to monetize this over next 3 to 4 years The
Company has initiated the process of considering possible tie up with leading Companies to
jointly leverage this land bank for possible conversion into residential / commercial
property development projects.
c. Salion SE
Salion SE is a subsidiary of Nettlinx Limited. It has acquired 95% of
Salion SE of Germany
Salion SE is an Management consultant company based out of Berlin,
Germany.
d. Nettlinx INC
Nettlinx Inc. is a US (registered office in NJ) corporation. We are
into software consulting, network services, application development, and outsourcing and
managed cloud services.
Currently, we are developing a micro ERP application framework. It is
aimed at small businesses which do not need the complex structure that a full-fledged ERP
provides. The target market small businesses which do not have the need or utilize their
own IT department. Currently, it is in production with two pharmaceutical distributors.
e. Sri Venkateswara Green Power Projects Limited
Given that the power project is underrated business and the progress
was very slow Hence, the Board has decided to exist the business in the FY
17. Companies which have become or ceased to be subsidiaries:
During the FY 2024-25, there was no change in subsidiaries. For further
analysis on the consolidated performance, the attention is invited to the section on
Management Discussion and Analysis and notes to the consolidated financial statements.
As on the date of this report Sri Venkateswara Green Power Projects
Limited ceased to be subsidiary of the company w.e.f. 06.08.2025
18. Investment in subsidiaries:
During financial year 2024-25, the Company had not infused any capital
in Subsidiary Companies.
19. Independent director's familiarization programmes:
Independent Directors are familiarized about the Company's
operations, businesses, financial performance and significant development so as to enable
them to take well-informed decisions in timely manner. Interaction with the Business heads
and key executives of the Company is also facilitated. Detailed presentations on important
policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the
Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2024-25 are also
disclosed on the Company's website and its web link is www.netlinx.com
20. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI
Listing Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of 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 criteria such as the composition
of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of
Independent Directors, performance of Non Independent Directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of Executive and
Non-Executive Directors. The Board and the NRC reviewed the performance of individual
directors on the basis of criteria such as 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 NRC, the performance of
the Board, its Committees, and individual directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board.
The detailed procedure followed for the performance evaluation of the
Board, Committees and Individual Directors is enumerated in the Corporate Governance
Report.
21. Meetings of the Board:
The Board of Directors duly met Five (5) times on 10.05.2024,
25.07.2025, 13.11.2024 17.01.2025 and 03.02.2025 and in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.
22. Committees of the Board:
There are various Board constituted Committees as stipulated under the
Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship and Risk Management Committee. Brief details pertaining to
composition, terms of reference, meetings held and attendance thereat of these Committees
during the year have been enumerated in Corporate Governance Report forming part of this
Annual Report.
23. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved
by the Board of Directors.
24. Directors and key managerial personnel (KMP):
a) Appointment/Re-appointment of Directors of the Company:
Appointment of Mr. Sreenivasa Rao Kurra (DIN: 06386417) as an
Independent Director of the company w.e.f. 13.11.2024
Appointment of Mr. Satya Raja Shakar Praharaju (DIN: 10832201) as an
Independent Director of the company w.e.f. 13.11.2024
Appointment of Mr. Amarender Reddy Bandaru (DIN: 01750325) as
Independent Director of the company w.e.f. 10.05.2025
Appointment of Mr. Sundeep Reddy Molakala (DIN: 07302447) as Additional
Director in Independent Category w.e.f. 24.07.2025 subject to the approval of the
shareholders in the ensuing general meeting.
Appointment of Ms. Vaishnavi Nalabala (DIN: 09598868) as Additional
Director in Independent Category w.e.f. 24.07.2025 subject to the approval of the
shareholders in the ensuing general meeting.
b) Resignation/ Cessation of Directors of the Company:
Resignation of Mr. Vijaya Bhasker Reddy Maddi (DIN: 00278842) as a
Independent Director of the company w.e.f. 06.02.2025
Resignation of Mrs. Radhika Kundur (DIN: 07135444) as a Director of the
company w.e.f. 25.04.2025
c) Retire By Rotation:
In terms of Section 152(6) of the Companies Act, 2013, Mr. Venkateswara
Rao Narepalem (DIN: 01116904) Director of the Company is liable to retire by rotation at
the forthcoming Annual General Meeting. Based on the performance evaluation and
recommendation of the Nomination and Remuneration Committee, the Board recommends
reappointment of Mr. Venkateswara Rao Narepalem (DIN: 01116904) as Director of the
Company.
d) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2024-25
Mr. Rohith Loka Reddy Managing Director of the company appointed w.e.f.
10.05.2025
Mr. Manohar Reddy Loka Managing Director of the company resignation
w.e.f. 10.05.2025
Mr. Sai Ram Gandikota, Company Secretary & Compliance Officer of
the Company Resigned w.e.f. 10.05.2025
Mr. N Mahender Reddy, Company Secretary & Compliance Officer of the
Company Appointed w.e.f. 01.08.2025
Mr. Venkateswara Rao Narepalem, Chief financial officer of the company
25. Statutory audit and auditors report:
At the Twenty-ninth AGM held on August 4, 2022, the Members approved
the re-appointment of M/s. Niranjan & Narayan, Chartered Accountants (Firm
Registration No. 005899S) as Statutory Auditors of the Company to hold office for a period
of five years from the conclusion of that AGM till the conclusion of the thirty-Four AGM
to be held in the year 2027.
The Auditors' Report for fiscal year 2024-2025 does not contain
any qualification, reservation or adverse remark. The Auditors' Report is enclosed
with the financial statements in this Annual Report. The Company has received audit report
with unmodified opinion for both Standalone and Consolidated Audited Financial Results of
the Company for the Financial Year ended March 31, 2025 from the statutory auditors of the
Company.
The Auditors have confirmed that they have subjected themselves to the
peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.
26. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the
Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies
(Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal
Audit of the functions and activities of the Company was undertaken by M/s SYB & Co.,
the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance was ensured.
Summary of Significant Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and concerns, if any, are reported to
the Board. There were no adverse remarks or qualification on accounts of the Company from
the Internal Auditor.
27. Secretarial Auditor and Report:
In compliance with Regulation 24A of the SEBI Listing Regulations and
Section 204 of the Act, the Board at its meeting held on September 07, 2025, based on
recommendation of the Audit Committee, has approved the appointment of Aakanksha Dubey
& Co., Practising
Company Secretaries, a peer reviewed firm (Firm Registration No.
S2025TS1021000) as Secretarial Auditors of the Company for a term of five consecutive
years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at
the ensuing AGM.
The Secretarial Audit was carried out by M/s VCSR & Associates,
Practicing Company Secretary for the financial year ended March 31, 2025. The Report given
by the Secretarial Auditor is annexed herewith as Annexure-2 and forms integral part of
this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
28. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019
read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct
Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable
SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial
Compliance Report dated May 20, 2025, was given by M/s. VCSR & Associates, Practicing
Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the
financial year.
29. Secretarial Audit of Material Unlisted Indian Subsidiaries:
M/s. Nettlinx Realty Private Limited (NRPL) and M/s Nettlinx
Technologies Private Limited (NTPL) and Sri venkateswara Green Power Projects Limited are
a material subsidiary of the Company undertake Secretarial Audit every year under Section
204 of the Companies Act 2013. The Secretarial Audit of NRPL and NTPL and Sri venkateswara
Green Power Projects Limited for the Financial Year 2024-25 was carried out pursuant to
Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of NRPL and
NTPL, submitted by M/s. VCSR & Associates, Practicing Company Secretary.
The Reports given by the Secretarial Auditor is annexed herewith and
forms integral part of this Report.
As required under Regulation 16(1) (C) of Listing Regulations, the
Company has formulated and adopted a policy for determining Material'
Subsidiaries, which has been hosted on its website at: https://www.nettlinx.com/
30. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the business
activities carried out by the Company.
31. No Frauds reported by statutory auditors
During the Financial Year 2024-25, the Auditors have not reported any
matter under section 143(12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
32. Declaration by the Company
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of
Companies (Appointment and Qualifications of Directors) Rules, 2014.
33. Conservation of energy, technology absorption and foreign exchange
outgo:
The required information as per Sec.134 (3) (m) of the Companies Act
2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
34. Management discussion and analysis report:
Management discussion and analysis report for the year under review as
stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in
India is annexed herewith as Annexure- 3 to this report.
35. Risk management policy:
The Board of Directors had constituted Risk Management Committee to
identify elements of risk in different areas of operations and to develop policy for
actions associated to mitigate the risks. The Committee is responsible for reviewing the
risk management plan and ensuring its effectiveness. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continual basis.
36. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing Regulations. A separate
section on Corporate Governance, forming a part of this Report and the requisite
certificate from the Company's Auditors confirming compliance with the conditions of
Corporate Governance is attached to the report on Corporate Governance as Annexure-4.
37. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 is also available on the
Company's website URL: https://www.nettlinx.com/
38. Authorised and paid-up capital of the company:
The authorized capital of the company stands at Rs. 34,50,00,000/-
divided into 3,45,00,000 equity shares of Rs.10/- each.
The company's paid up capital is Rs. 24,17,66,240 /- divided into
2,14,76,624 equity shares of Rs. 10/- each.
39. Declaration of independence:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with both the criteria of independence
as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under
Regulation 16(1) (b) read with Regulation 25 of the Listing Regulations attached as
Annexure-5.
In compliance with Rule 6 of Companies (Appointment and Qualification
of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the
India Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that 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 with an objective independent judgement and
without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
40. Director's 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 for the financial year
ended March 31, 2025:
a) in the preparation of the annual accounts for the financial year
ended 31 March 2025, the applicable accounting standards and schedule III of the Companies
Act, 2013 have been followed and there are no material departures from the same;
b) 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 a true and fair view of the state of affairs of your Company as on 31 March 2025
and of the profit and loss of the Company for the financial year ended 31 March 2025;
c) proper and sufficient care has been taken for the maintenance of
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;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) Proper systems to ensure compliance with the provisions of all
applicable laws were followed and that such systems were adequate and operating
effectively.
41. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy
pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act,
enabling stakeholders to report any concern of unethical behaviour, suspected fraud or
violation.
The said policy inter-alia provides safeguard against victimization of
the Whistle Blower. Stakeholders including directors and employees have access to the
Managing Director & CEO and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the
Chairperson of the Audit Committee.
The policy is available on the website of the Company at
www.netlinx.com.
42. Corporate social responsibility policy:
The Company's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. A brief outline of the CSR policy and the
initiatives undertaken by the Company on CSR activities during the year under review are
set out in Annexure-8 of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
This Policy is available on the Company's website at
https://www.nettlinx.com/polices.html
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report, which forms part of this report.
43. Secretarial Standards:
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 and such systems are adequate and operating effectively. During the
year under review, the Company was in compliance with the Secretarial Standards (SS) i.e.,
SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
44. Insurance:
The properties and assets of your Company are adequately insured.
45. Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments as per Section 186
of the Act by the Company have been disclosed in the financial statements.
46. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset
management, adherence to Management policies and also on promoting compliance of ethical
and well-defined standards. The Company follows an exhaustive budgetary control and
standard costing system. Moreover, the management team regularly meets to monitor goals
and results and scrutinizes reasons for deviations in order to take necessary corrective
steps. The Audit Committee which meets at regular intervals also reviews the internal
control systems with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key
areas. All audit observations and follow up actions are discussed with the Management as
also the Statutory Auditors and the Audit Committee reviews them regularly.
47. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. During the financial year 2024-25, there were no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the
Company at large.
In line with the provisions of Section 177 of the Act read with the
Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the
estimated value of transactions with the related parties for the financial year is
obtained from the Audit Committee. The transactions with the related parties are routine
and repetitive in nature.
The summary statement of transactions entered into with the related
parties pursuant to the omnibus approval so granted are reviewed & approved by the
Audit Committee and the Board of Directors on a quarterly basis. The summary statements
are supported by an independent audit report certifying that the transactions are at an
arm's length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as
Annexure- 6 to this report.
48. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3)(e) and 178(1) &
(3) of the Companies Act, 2013, the Board of Directors upon recommendation of the
Nomination and Remuneration Committee approved a policy on Director's appointment and
remuneration, including, criteria for determining qualifications, positive attributes,
independence of a Director and other matters. The said Policy extract is covered in
Corporate Governance Report which forms part of this Report and is also uploaded on the
Company's website at www.netlinx.com.
49. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required
under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 7
to this Report.
The Statement containing the particulars of employees as required under
section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules
(if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report
and the accounts are being sent to the members excluding
During the year none of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- per month and above in aggregate per
month, the limits specified under the Section 197(12) of the Companies Act,2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
50. Implementation of Corporate Action
During the year under review, the Company has not implemented any
Corporate Actions.
51. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection
Fund during the year under review.
52. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2)
& (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule
V of the Companies Act, 2013 the ratio of remuneration is mentioned in Annexure -7
53. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary
relationship or transactions with the Company which in the Judgment of the Board may
affect the independence of the Directors.
54. Industry based disclosures as mandated by the respective laws
governing the company:
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
55. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the
Company which were failed to be implemented.
56. Corporate insolvency resolution process initiated under the
insolvency and bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the
Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.
57. Details of difference between valuation amount on one time
settlement and valuation while availing loan from banks and Financial institutions:
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
58. Policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All the
policies are available on our website (https://www.nettlinx.com/). The policies are
reviewed periodically by the Board and updated based on need and new compliance
requirement.
| Name of the policy |
Brief Description |
Website link |
| Board Diversity Policy |
At, Nettlinx Limited we believe that a truly
diverse board will leverage differences in thought, perspective, knowledge, skill,
regional and industry experience, cultural and geographical background, age, ethnicity,
race and gender, which will help us retain our competitive advantage. The Board has
adopted the Board Diversity Policy which sets out the approach to diversity of the Board
of Directors. |
https://www.nettlinx.com/ |
| Nomination and Remuneration Policy |
This policy formulates the criteria for
determining qualifications, competencies, positive attributes and independence for the
appointment of a director (executive / non-executive) and also the criteria for
determining the remuneration of the Directors, key managerial personnel and other
employees. |
https://www.nettlinx.com/ |
| Policy on Material Subsidiaries |
The policy is used to determine the material
subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the
governance framework for them. |
https://www.nettlinx.com/ |
| Related Party Transaction Policy |
The policy regulates all transactions between
the Company and its related parties |
https://www.nettlinx.com/ |
59. Statutory compliance:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all respects.
60. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Company has formulated a Code of
Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https://www.nettlinx.com/
61. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is
attached with the annual report as Annexure-9.
62. Statement on Maternity Benefit Compliance:
The company has complied with the provisions of Maternity Befit Act
1961 for the Financial Year 2024-25.
63. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free
workplace for every individual working in its premises through various policies and
practices. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at
Workplace which aims at prevention of harassment of employees and lays down the guidelines
for identification, reporting and prevention of undesired behavior. An Internal Complaints
Committee ("ICC") has been set up by the senior management (with women employees
constituting the majority). The ICC is responsible for redressal of complaints related to
sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2025, no complaints
pertaining to sexual harassment have been received.
64. Green Initiatives:
In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Notice of 26th Annual
General Meeting of the Company are sent to all Members whose email addresses are
registered with the Company/Depository Participant(s). For members who have not registered
their e-mail addresses, physical copies are sent through the permitted mode.
65. Event Based Disclosures
During the year under review, the Company has not taken up any of the
following activities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA 7. Preferential Allotment of Shares: N
66. Disclosure pursuant to Part A of Schedule V of SEBI LODR
Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3)
of SEBI is attached as Annexure-2 of this report.
67. Other Disclosures:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
68. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers, business associates,
bankers, vendors, as well as regulatory and governmental authorities. Your Directors also
thanks the employees at all levels, who through their dedication, co-operation, support
and smart work have enabled the company to achieve a moderate growth and is determined to
poise a rapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of
business constituents, banks and other "financial institutions and shareholders of
the Company like SEBI, BSE, MSEI, NSDL, CDSL, HDFC Bank etc. for their continued support
for the growth of the Company.
|
|
For and on behalf of the Board of
Directors |
|
|
Nettlinx Limited |
|
Sd/- |
Sd/- |
|
Rohith Loka Reddy |
Jeeten Anil Desai |
Place: Hyderabad |
Managing Director |
Independent Director |
Date: 07.08.2025 |
(DIN: 06464331) |
(DIN: 07254475) |
|