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Directors Report of Equippp Social Impact Technologies Ltd.

Mar 31, 2023

The Directors take pleasure in presenting the Thirty-first ( 31st ) Annual Report of EQUIPPP Social Impact Technologies Limited ( âCompanyâ or âEQUIPPPâ ) together with the Audited Financial Statements for the Financial Year(âF.Y.â) ended March 31st, 2023 and Auditorâs Report thereon.

1. COMPANYâS FINANCIAL PERFORMANCE:

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)
Particulars	Standalone FY2022-23 FY2021-22		Consolidated FY 2022-23
Income from operations	150.11	-	150.11
Other Income	1.45	-	1.45
Total Income from operations (A)	151.57	-	151.57
Expenses:
a) Employee benefits expense	48.30	21.34	48.30
b) Finance costs	6.66	-	6.66
c) Depreciation and amortisation	24.35	71.24	24.35
d) Other expenses	44.23	38.39	45.21
Total expenses (B)	123.54	130.96	124.52
Profit/ (Loss) before exceptional items and tax (A-B)	28.02	(130.96)	27.05
Less: Exceptional items	-	163.88	-
Profit/ (Loss) before tax	28.02	(294.83)	27.05
Less: Tax expense	-	-	-
Net Profit /(loss) for the period	28.02	(294.83)	27.05
Other Comprehensive Income (OCI)	-	-	-
Total comprehensive income for the year	28.02	(294.83)	27.05

Note: Previous yearâs figures have been regrouped/ reclassified wherever necessary to correspond with the current yearâs classification / disclosure.

2. FINANCIAL SUMMARY:

The Consolidated and Standalone Financial Statements of the Company for the year ended March 31st, 2023 have been prepared in accordance with Indian Accounting Standards (IND AS), the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as âthe Actâ), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), which have been reviewed by the Statutory Auditors.

Standalone Performance

The total revenue of the Company for F.Y 2022-2023 stood at Rs. 151.57 Lakhs. The Company made a profit after tax of Rs. 28.02 Lakhs for F.Y 2022-23, as against Net Loss of Rs. 294.83 Lakhs in the previous year.

Consolidated Performance

During the first Financial Year under consolidation, for the period ended March 31st, 2023, the total consolidated Revenue of the Company stood at 151.57 Lakhs and the consolidated Net Profit was Rs. 27.05 Lakhs.

3. DIVIDEND:

The company is at the growth stage and requires funds for its business operations, therefore your Directors do not recommend any Dividend for FY-2022-23. Further the Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as it does not fall under top 1000 Listed Companies based on its market capitalization as at the end of the Financial Year March 31st, 2023.

4. TRANSFER TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve Account during the Financial Year ended 31st March, 2023.

5. CHANGE IN THE NATURE OF BUSINESS:

During the F.Y 2022-23, there was no other change in the nature of the Business.

6. BUSINESS OVERVIEW AND FUTURE OUTLOOK:

EQUIPPP Social Impact Technologies Limited has been at the forefront of empowering social impact players through cutting-edge digital platforms. Our offerings include book-building tools, an impact assessment marketplace, and a team of dedicated Social Tech professionals. EQUIPPPâs vision is to facilitate cross-sector collaborations, evolve public- private people partnerships, and strengthen the social impact ecosystem by bringing together local governments, corporate social responsibility initiatives, and non-profit organizations.

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

With respect to IP development, Significant strides have been made especially with EQUIPPP Insights Exchange (ix), an AI enabled Digital Marketplace for Insights and Impact Assessments of Social Value Projects. Partnerships with leading Impact Auditors, end-mile Social Tech Professionals and Collaborations with leading Social Enterprises have resulted in improved product utility and enabled it to receive acclaims from industry leaders, policy makers and think tanks.

7. SHARE CAPITAL:

a) Authorized Share Capital:

There was no change in the Authorized Capital of the Company during the Financial Year 2022-2023. The Authorized Share Capital of the Company as at March 31st, 2023 stood at Re. 56,00,00,000/- divided into 56,00,00,000 Equity Shares of Rs.1 each.

b) Issued, Subscribed and Paid-up Share Capital:

Issued, Subscribed and Paid-up Share Capital ofthe Company is Rs. 10,30,95,225/- divided into 10,30,95,225 Equity Shares of Re.1/- each.

8. LISTING WITH STOCK EXCHANGES AND DEPOSITORY SERVICES:

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE) with scrip code EQUIPPP and BSE Limited (BSE) under Permitted to Trade Category with scrip code No. 590057. The annual Listing Fee for the Financial Year 2023-2024 has been paid to the National Stock Exchange of India Limited (NSE). Further, the Companyâs Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result, the Investors have an option to hold the Shares of the Company in a Demate-rialized Form in either of the two Depositories.

9. HUMAN RESOURCES:

A Companyâs continued success depends on the ability to attract, develop and retain the best talent at every level. The Companyâs Human Resource (HR) Management practices ensure a fair and reasonable process for all- round development of its talent. The Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints.

10. CREDIT RATINGS:

The Company hasnât issued any Debt Instruments and hence does not require obtaining any Credit Ratings for such Debt Instruments.

11. HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES:

With effect from 03rd June, 2021, Equivas Capital Private Limited is the holding Company by virtue of holding 86.89% of the Equity Shares of your Company.

The company, incorporated a wholly owned subsidiary on 25th June,2022 by the name Equivas Tech Innovations Limited, as a part of restructuring its business.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statements of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Boardâs Report as Annexure -1.

During the financial year 2022-23, No Company has become or ceased to be a Joint Venture or Associate of the Company. But after the closure of Financial Year, The Company had entered into a Joint Venture agreement with Seneca Global IT Services Private Limited (SenecaGlobal) on 22nd July, 2023. The JV agreement was signed and exchanged between Mr. A Sri Prasad Mohan (CFO, EQUIPPP) and Mr. Rao Tummalapalli (MD, SenecaGlobal) in the presence of Mr.Jayesh Ranjan, Principal Secretary of the Industries & Commerce (I&C) and Information Technology (IT) Departments of the Telangana government at T-HUB in Hyderabad.

Apart from the above, the Company does not have any other Associates or Subsidiaries nor has entered into any other Joint Venture Agreements.

12. MEETINGS OF THE BOARD:

During the period under review, the Board of Directors met 9 (Nine) times viz. on 06.04.2022, 29.05.2022, 22.06.2022, 25.06.2022, 12.08.2022, 15.09.2022, 07.11.2022, 05.12.2022 and 09.02.2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

Sr. No	Date of Board Meeting	Board Strength	No. of Directors present
1	06.04.2022	08	07
2	29.05.2022	07	06
3	22.06.2022	08	07
4	25.06.2022	08	05
5	12.08.2022	08	05
6	15.09.2022	07	05
7	07.11.2022	09	08
8	05.12.2022	09	08
9	09.02.2023	09	08

The details of the meetings of the board of directors of the company convened during the financial year, the attendance of the members there at and other requisite details are given in the Corporate Governance Report which forms part of this Annual Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The lists of Directorâs & KMPâs of the Company as on 31st March, 2023 are as follows:

Name	Date of Appointment	DIN/PAN	Category
Dr. Narendra Mairpady	05/11/2021	00536905	Chairman & Independent Director
Mr. Mahesh Ramachandran	05/11/2021	01909967	Managing Director
Dr. Mohan Lal Kaul	05/11/2021	02613732	Non - Executive Director
Mr. Krishnan T. V	05/11/2021	02724457	Non - Executive Director
Mr. Rajnikanth Ivaturi	15/09/2022	08298292	Independent Director
Ms. Alekhya Boora	15/09/2022	08703918	Independent Director
Mrs. Vindhya Dronamraju	05/11/2021	03169319	Whole Time Director
Mr. Sreenivasa Chary Kalmanoor	18/03/2021	09105972	Executive Director
Mr. Ankem Sri Prasad Mohan	25/06/2022	ACMPM3916B	Chief Financial Officer
Mr. Karthik V Potharaju	25/06/2022	BHFPP6762F	Company Secretary

Changes in the Board of Directors and Key Managerial Personnel during the Financial Year 2022-23 and thereafter till the date of preparation of Annual Report:

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

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

Mr. Rajnikanth Ivaturi (DIN: 08298292) and Ms. Alekhya Boora (DIN: 08703918) were appointed as an Additional Non-Executive Independent Directors of the Company on 15th September, 2022. The Regular-isation of appointment of these two Additional Non-Executive Independent Directors was done by passing of Special Resolutions through issue of Postal ballot notice dated 15th September, 2022 and the results of Postal ballot were announced on 04th November, 2022. The Members of the Company duly passed the Resolutions with requisite majority.

Mr. Suresh Ramamurthy ( DIN: 02771573 ) resigned from the post of Independent Director with effect from 20th March, 2023, due to his preoccupation and other professional commitments. Further, Mr. Suresh Ramamurthy confirmed in the resignation letter that there are no other material reasons for his resignation.

Based on the recommendation of the Nomination & Remuneration Committee of the Company, the Board of Directors at its meeting held on August 14th, 2023 appointed Mrs. Deepali ( DIN: 07707780 ) as an Additional Non-Executive Director of the Company with effect from 14th August,2023, in accordance with the requirements of the Companies Act, 2013, and LODR Regulations, subject to approval of the members at the general meeting.

Details of Key Managerial Personnel Appointed/Resigned:

During FY 2022-23, Mr. Mahesh Ramachandran, Managing Director, Ms. Vindhya Dronamraju Whole Time Director, Mr. Ankem Sri Prasad Mohan, Chief Financial Officer and Mr. Karthik V Potharaju, Company Secretary were Key Managerial Personnel of the Company under the provisions of Section 203 of the Companies Act, 2013.

Ms. Kumkum Agrawal was appointed as the Company Secretary and Compliance Officer of the Company with effect from 22nd November,2021 and she resigned from the Post of Company Secretary and Compliance Officer with effect from 11th May, 2022.

Mr. Karthik V Potharaju was appointed as the Company Secretary on 25th June, 2022.

Mr. Sri Prasad Mohan Ankem was appointed as the Chief Financial Officer on 25th June, 2022.

14. DETAILS OF DIRECTORS TO RETIRE BY ROTATION

Pursuant to provisions of section 152(6) of the Companies Act, 2013 (the âActâ) and in terms of the Memorandum and Articles of Association of the Company, Mrs. Vindhya Dronamraju (DIN: 03169319)

Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The re-appointment is being placed for membersâ approval at the 31st Annual General Meeting.

As per Secretarial Standard - 2 of the Institute of Company Secretaries of India (ICSI) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Members of the Company may wish to refer to the accompanying notice of the 31st Annual General Meeting of the Company, for a Brief profile of the Director.

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations / Confirmations from all the Independent Directors of the Company as required under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances, which has affected their status as Independent Directors. They are independent of the Management and are not related to any of the Directors or Key Managerial Personnel of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfil the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

16. COMMITTEES OF BOARD:

The Board has established following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholdersâ Relationship Committee

The Committees constituted by the Board focuses on specific areas and take informed decisions within the framework of delegated authority, and make specific recommendations to the Board on matters within their areas or purview. The Decisions and Recommendations of the Committees and Minutes of Meeting of Committee are placed before the Board for information and/or for approval, as required. During the year under review, all Recommendations received from various Committees were accepted by the Board. The details pertaining to the composition of the various Committees of Board and details of their meeting held are included in the Corporate Governance Report, which is a part of this report. There were no instances during the financial year under review, wherein the Board had not accepted any recommendations made by any Committee of the Board.

17. POLICY FOR DETERMINING DIRECTORSâ ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT STAFF:

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining Director Attributes and Remuneration of Directors, Key Managerial Personnel and Senior Management Staff. The Board Diversity and Remuneration Policy,

has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender on the Board and to ensure that the level and composition of the Board and the Remuneration of Directors, Key Managerial Personnel and one step below the KMP are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at the web link: https://equippp.in/wp-content/uploads/2022/07/Nomina-tion-and-remuneration-policy.pdf

18. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees, Individual Directors, Chairperson and the Managing Director etc., for the year under review.

In a separate meeting of the Independent Directors held on 29 th March, 2023, performance of Non- Independent Directors, performance of the Board as a whole was evaluated.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, 2015, the Familiarization programme for Independent Directors, which also extends to other Non-Executive Directors aims to familiarize them with the Company, Nature of the Industry, Business Model, Processes &Policies, Compliances etc., and seeks to update them on the Roles, Responsibilities, Rights and duties under the Companies Act, 2013 and the SEBI Listing Regulations and other applicable statutes. The Details of the induction and Familiarization Programme for the Directors are given in the Corporate Governance Report, which forms part of the Annual Report.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 136 (1) of the Act and as advised, the particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection. Members interested in obtaining a copy of the same may write to the Company Secretary at [email protected] and the same will be furnished on request. Hence, the Annual Report is being sent to all the Members of the Company excluding the aforesaid information.

21. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

22. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report.

23. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 would be made available on the Companyâs website at www.equippp.in.

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

1. In the preparation of the Annual Accounts for the Financial Year ended March 31st, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

2. 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;

3. 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;

4. The Annual Financial Statements for the Financial Year ended March 31st, 2023 are prepared on a going concernâ -basis;

5. They have laid down Internal Financial Controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

The Board is of opinion that the Companyâs Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its Operations and were effective during the Financial Year 2022-23. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. During the year under review, the Non-Executive directors of the Company had no pecuniary relationship or transactions with the Company, other than Sitting fees and Reimbursement of Expenses, if any.

25. AUDITORS:

A. Statutory Auditors and their Report:

M/s. Anjaneyulu & Co, Chartered Accountants (ICAI Firm registration no. 000180S) were appointed as Statutory Auditors of the Company, at the 30 th Annual General Meeting held on December 30th, 2022, for a term of 5 (five) consecutive years i.e., to hold office from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting of the Company to be held in the financial year 2026 - 2027.

Further, the aforesaid Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.Further, the report of the Statutory Auditors along with the notes to accounts is enclosed withthe Financial Statements. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2023. The Auditors of the Company have not reported any fraud as specified undersection 143(12) of the Companies Act, 2013.

B. Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr.Balarama Krishna Desina, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2023. The report of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure 2. The comments mentioned in the Secretarial Audit Report are Self-Explanatory.Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial Auditor has issued the âAnnual Secretarial Compliance Reportâ for the year ended 31st March, 2023, and the same was submitted to the stock exchanges in time. No fraud has been reported by the Secretarial Auditor during the period under the review.

C. Cost Audit:

During the year under review, maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

D. Internal Auditors:

Your Company has robust Internal Audit Team for carrying out Internal Audit. Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, M/s. GBM & ASSOCIATES Chartered Accountants, Hyderabad, was appointed as the Internal Auditors of the Company for the F.Y 2022-23 to perform the duties of Internal Auditors of the Company. The report submitted by the Internal Auditors gets reviewed by the Audit Committee from time to time.

26. BUSINESS RISK MANAGEMENT:

Your Company periodically assesses the risk elements, mitigates the different kinds of risks which the Company faces in its day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your Company does not foresee any critical risk, which threatens its existence.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to the Company as the Company does not comes under the ambit of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

28. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 during FY 2022-23 and, as such, no amount on account of principal or interest on public deposits was outstanding as on March 31st, 2023.

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NIL

(iii) at the end of the year: NIL

(d) Details of the money received from directors: Nil

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As per the requirements of Section 134 (3) (g) of the Companies Act, 2013; Company has not extended any loans and guarantees during the F.Y. 2022-23.

30. TRANSACTIONS WITH RELATED PARTIES:

The company entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as âAnnexure - 3â. Policy on Materiality of and dealing with Related Party Transactions of the Company is available on the website of the Company and can be accessed at the web link: https://equippp.in/wp-content/uploads/2022/07/Related-Par-ty-Transaction-Policy.pdf.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a separate section forming part of this Annual Report as Annexure - 4. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Companyâs various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2022-23.

32. CORPORATE GOVERNANCE:

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

(a) a listed entity having paid up equity share capital not exceeding rupees ten crore and

(b) net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year

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

Though, the applicability of LODR for the F.Y2022-23 is in question, the Company has decided to implement certain of Corporate Governance provisions as a good practice, on a best endeavor basis. And enclosed the Corporate Governance report as Annexure - 5 to this report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company doesnât fall under the Top 1000 Companies as per market capitalization as on 31st March 2023.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees the functioning of this policy. The Companyâs vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Companyâs Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companyâs code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.

The Policy is available on the website of the Company and the web link for the same is https://equippp.in/ wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

During the F.Y 2022-23 under review, the Company received an extension of 3 Months from HonâbleNCLT Hyderabad to comply with the MPS requirements.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy- NIL

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipmentâs;

B. Technology Absorption - NIL

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the rea sons thereof; and

(iv) the expenditure incurred on Research and Development.

C. Foreign Exchange earnings and Outgo:

Earnings	151.45 lakhs
Outgo	Nil

38. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. During the Financial year the Company has not received any complaints on sexual harassment.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has a robust Internal Control System commensurate with the size and scale of its Operations. Roles and responsibilities are clearly defined and assigned. A reputed Chartered Accountants firm has also been engaged for Internal Audit. The Audit Committee reviews the adequacy and effectiveness of Internal Control Systems and provides guidance for further strengthening them.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

40. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive âCode of Fair Disclosure of Unpublished Price Sensitive Informationâ & âCode of Conduct for Prevention of the Insider Tradingâ (hereinafter known as âCodes of Conductâ) for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated Personnelâs of the Company which includes Promoters, Promoter Group, KMPs, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The said Codes lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the securities of the Company.

The âCode of Fair Disclosure of Unpublished Price Sensitive Informationâ is placed on the website of the Company at https://equippp.in/wp-content/uploads/2022/12/Policy-on-insidertrading-1.pdf.

41. DISCLOSURE ABOUT BUY BACK OF SECURITIES, SWEAT EQUITY, BONUS ISSUE, EMPLOYEES STOCK OPTION PLAN:

(A) Buy Back: There have been no such cases during the year 2022-23.

(B) Sweat Equity: There have been no such cases during the year 2022-23.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the year 2022-23.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, to our knowledge, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

43. 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 was no incident of one-time settlement of loans taken from Banks and Financial Institutions. Hence, the disclosure under this heading is not applicable to the Company.

44. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their gratitude to the Companyâs Business Associates, Trade Partners, Dealers, Customers, Shareholders, Vendors, Bankers, Technology Providers and other Stakeholders all over India and Overseas for the continued support and co-operation extended by them to the Company during the Year. Your Board also thanks the Government of India, State Governments and other Government Authorities for their continued support and encouragement to the Company and look forward to their support in the future.

The Directors appreciate and value the contribution made by every member of the EQUIPPP Family.

Mar 31, 2022

FINANCIAL HIGHLIGHTS

Particulars	For the year ended 31^st	For the year ended 31st
	March 2022	March 2021
Revenue from operations	-	-
Other income	-	20,93,698
Total Revenue	-	20,93,698
Profit before Finance Cost, Depreciation & Tax	-	20,93,698
Employee benefits expense	(21,33,621)	(7,03,000)
Depreciation and amortization expense	(71,23,506)	(89,298)
Finance Cost	(1,817)	-
Other Expenses	(38,36,871)	(1,21,49,269)
Exceptional Item	(1,63,87,584)	13,75,12,006
Tax Expenses	-	-
Profit/(Loss)afterTax	(2,94,83,399)	12,66,64,137

REVIEW OF OPERATIONS

During the financial year under review, the Company has not achieved any Revenue from the Operations like last financial year (Total revenue for the P.Y Rs. 20,93,698) as the Company is still in the process of implementing the NCLT Order. The Company has recorded a Net Loss of Rs. 2,94,83,399/-as against the profit of Rs. 12,66,64,137/- incurred during the P.Y.

The net profit of the financial year 2020-21 includes write back of Rs. 13,75,12,006/- and for the F.Y 2021-22 it includes the write off of Rs. 1,63,87,584/- on account of NCLT order.

IMPLEMENTATION OF THE RESOLUTION PLAN AND MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

The Honâble NCLT, Hyderabad bench vide its order dated December 03^rd, 2020, has approved the resolution plan in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

During the financial year 2021-22 the Company had completed the following corporate actions:

Preferential allotment of 10,00,00,000 Equity Shares to the new Promoters were completed on 03rd June, 2021.

The Company received a fresh Certificate of Incorporation with the name Equippp Social Impact Technologies Limited as approved by the NCLT. (previously Proseed India Ltd)

During the F.Y 2021-22, 10,30,95,225 Equity Shares of Re. 1/- each were admitted for dealings on NSE (Capital Market Segment) as follows:

Listing of 30,95,225 Equity Shares of Re. 1/- each allotted post capital reduction, admitted to dealings from May 19^th, 2021, on the National Stock Exchange Ltd (NSE).

Listing of 10,00,00,000 Equity Shares of Re. 1/- each allotted, admitted to dealings from July 22^nd, 2021, on the National Stock Exchange Ltd (NSE).

The Shares of the Company are listed on the BSE (Bombay Stock Exchange Limited) under Indo-next (Permitted Category). The listing fee for the year 2021-22 has already been paid to the NSE.

National Stock Exchange of India Limited (âNSEâ) vide its letter dated October 14th, 2021, has approved the re-classification of erstwhile promoters of the Company to the Public category shareholders, in terms of the provisions of Regulation 31A((5) of SEBI (LODR) Regulations, 2015.

The Resolution Applicant(s) have become the Promoters of the Company, and are collectively holding 97% of the Paid-up Equity Share Capital of the Company.

DIVIDEND

During the year F.Y. 2021-22 under review, there is no revenue to the Company and hence, the Board does not recommend any dividend to the shareholders ofthe Company.

TRANSFER TO GENERAL RESERVES

The Company has not transferred any amount to general reserves during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS

Based on the Resolution Plan that was approved by Honâble NCLT, the incumbent Promoters changed the nature of business of the Company from the Commodity Trading to Information & Technology and ITEs services in the Year 2020-21, by changing the Objects Clause to the Information & Technology and ITEs services w.e.f 17th March, 2021.

During the F.Y 2021-22, there was no other change in the nature of the Business.

BUSINESS OVERVIEW AND FUTURE OUTLOOK

EquiPPP Social Impact Technologies ltd is a technology-driven company, providing various tech offerings, solutions, IPs, and services, predominantly to the players in social impact like governments, PPPs, CSRs, ESG, SIBs (Social Impact Bonds), NGOs and NPOs. IT Consulting enabled business is also one of our major offerings.

Our offerings are built on technologies such as Blockchain, Cloud, AI/ML

Our EquiPPP.com and PaaS solution is running vibrantly and is continuously upgraded and the latest version with the latest offerings will be launched in the upcoming quarters.

We have various IP-related solutions, and one of our IPs has evolved into a full-fledged product to support the entire ecosystem of social impact. Our latest offering is EquiPPP ix.

SHARE CAPITAL

During the F.Y 2021-22, as on 31^st March, 2022 the Company has the Authorised Capital of (Rs. 56,00,00,000) divided into 56,00,00.000/- Equity Shares of Re.1/- each, and the Paid up Capital of the Company is Rs. 10,30,95,225/- also divided into 10,30,95,225 Equity Shares of Re.1/- each. During the year 10 crore shares were allotted to the new Promoters of the Company pursuant to NCLT Order.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board of Directors as on 31st March 2022 Board of Directors as at 31st March 2022 Executive Directors

S.No	Name of the Director	Date of appointment	DIN	Category
1.	Mr. Mahesh Ramachandran	05/11/2021	01909967	Managing Director
2.	Mrs. Vindhya Dronamraju	05/11/2021	03169319	Whole Time Director
3.	Mr. Sreenivasa Chary Kal-manoor	18/03/2021	09105972	Executive Director
Non-Executive Directors
S.No	Name of the Director	Date of appointment	DIN	Category
1.	Dr. Narendra Mairpady	05/11/2021	00536905	Chairman & Independent Director
2.	Mr. Ramamurthy Suresh	31/12/2020	02771573	Independent Director
3.	Mr. Venkatarao Suresh	31/12/2020	03423148	Independent Director
4.	Dr. Mohan Lal Kaul	05/11/2021	02613732	Non-Executive Director
5.	Mr. Krishnan T.V	05/11/2021	02724457	Non-Executive Director

Changes in the Board of Directors during the Financial Year 2021-22 and thereafter till the date of preparation of Annual Report:

Five Directors (Mr. Mahesh Ramachandran (DIN 01909967), Mrs. Vindhya Dronamraju (DIN: 03169319), Dr. Narendra Mairpady (DIN: 00536905), Dr. Mohan Lal Kaul (DIN: 02613732), Mr. Krishnan T.V. (DIN: 02724457) were appointed with effect from 05/11/2021.

The Board of Directors considered and approved the resignation of Ms. Jayashree Iyer (DIN: 08281017) as the Independent Director of the Company with effect from 30/11/2021.

The Board of Directors considered and approved the resignation of Mr. Vivek Ratakonda (DIN:02090966) Whole time Director and Mr. Venkata Apparao Buridi, Whole Time Director (DIN:06673216) with effect from 05/12/2021.

The Board of Directors considered and approved the resignation of Mr. Venkatarao Suresh (DIN:03423148) with effect from 23/05/2022.

Mr. Sattanathapuram Krishnamurthy Venkataraman (DIN: 00545822) was appointed as additional Independent Director on 29/05/2022. Due to unforeseen circumstances the Company could not conduct the General Meeting for considering the regularization of Mr. Sattanathapuram Krishnamurthy Venkataraman within the time frame mentioned in Reg. 17(IC) of SEBI(LODR) Regulations 2015. Hence, he resigned as the Additional Independent Director with effect from 28/08/2022.

Mr. Rajnikanth Ivaturi (DIN: 08298292) was appointed as an Additional Independent Director on 15/09/2022. Ms. Alekhya Boora (DIN: 08703918) was appointed as an Additional Independent Director on 15/09/2022. KEY MANAGERIAL PERSONNEL Details of Key Managerial Personnel Appointed/Resigned:

Ms. Rozie Shushanta Mukharjee was appointed as the Company Secretary and Compliance Officer of the Company with effect from 17/09/2021 and she resigned from the Post of Company Secretary and Compliance Officer with effect from 22/11/2021.

Ms. Kumkum Agrawal was appointed as the Company Secretary and Compliance Officer of the Company with effect from 22/11/2021 and she resigned from the Post of Company Secretary and Compliance Officer with effect from 11/05/2022.

Mr. Sri Prasad Mohan Ankem was appointed as the Chief Financial Officer on 25/06/2022.

Mr. Karthik V Potharaju was appointed as the Company Secretary on 25/06/2022.

DETAILS OF DIRECTORS TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Act, and Articles of Association of the Company, Mr. Sreenivasa Chary Kalmanoor (Din: 09105972)of the Company, who retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The necessary resolution for re-appointment of Mr. Sreenivasa Chary Kalmanoor (Din: 09105972) forms part of the Notice convening the AGM. The profile and particulars of experience that qualify his Board membership, are disclosed in the said Notice.

ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD

As per the requirements Rule 8 (4) of Companies (Accounts) Rules, 2014, evaluation of all Board Members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees was led by the Chairman of the Board with specific focus on the performance and effective functioning of the Board.

The evaluation process also considered the time spent by each of the Board Members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

INDEPENDENT DIRECTORS

In terms of Sections 149, 152, Schedule IV and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory amend-ment(s), modification(s) or re-enactment thereof for the time being in force), the Independent Director can hold office for a term of up to five (5) consecutive years on the Board of Directors of the Company and shall not be liable to retire by rotation.

All the Independent Directors have given declaration that they meet the criteria of independence laid down under Section 149(6) of the Act read with Regulation 16(b) of Listing Regulations.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Familiarization program for Independent Directors

The Company has put in place a system to familiarize its Independent Directors with the Companyâs business model, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business dynamics and amendment(s) in any law/rules/regulations as relevant to the Company and/ or to Independent Directors, etc.

MEETINGS

A.Number of Meetings of the Board of Directors

During the financial year ended 31^st March, 2022, the Company conducted 12 Board meetings within the time limits stipulated under the Companies Act, 2013 (âActâ) and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (âListing Regulationsâ) as amended from time to time. The Board met on

11.05.2021, 03.06.2021, 30.06.2021, 14.08.2021, 23.08.2021, 17.09.2021, 05.11.2021, 14.11.2021, 05.12.2021,

24.12.2021, 14.02.2022, 26.03.2022. The maximum gap between any two consecutive meetings did not exceed one hundred and twenty days.

Attendance of each Director at the Board Meetings held during the year 2021-22 and at the Last Annual General Meeting held on 31st March,2022;

Sl.no	Name and Designation of the Director	Board Meetings held during 202122	Number of Meetings Attended	Attendance at Last AGM (Yes/No)
1.	Mr. Vivek Kumar Ratakonda	12	9/9	No (Due to Resignation)
2.	Mr. Sreenivasa Chary Kalma-noor	12	11/12	Yes
3.	Venkata Apparao Buridi	12	9/9	No (Due to Resignation)
4.	Ms. Jayashree Iyer	12	0/9	No (Due to Resignation)
5.	Mr. Ramamurthy Suresh	12	2/12	Yes
6.	Mr. Venkata Rao Suresh	12	2/12	No (Leave of absence)
7.	Mrs. Vindhya Dronamraju	12	3/5	Yes
8.	Mr. Mahesh Ramachandran	12	2/5	Yes
9.	Dr. Narendra Mairpady	12	3/5	Yes
10.	Dr. Mohan Kaul	12	2/5	Yes
11.	Mr Krishnan T.V	12	3/5	Yes

B. GENERAL MEETINGS

During the Year under the review, the Company conducted the Annual General Meeting on 31/12/2021. There were no Extraordinary General Meetings conducted by the Company.

AUDITORS

A. STATUTORY AUDITORS

Pursuant to the provision of section 139 and other applicable provision, if any, of the Companies Act, 2013 read with Rule made there under, the Statutory Auditors, M/s Navitha and Associates, Chartered Accountants, were appointed as the Statutory Auditors at the last Annual General Meeting held on 29.09.2017 for a period of Five (5) years till the conclusion of 30^th Annual general Meeting in the calendar year 2022.

Pursuant to Section 139 (2) of the Companies Act, 2013, no listed Company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint an Individual as Auditor for more than one term of five consecutive years;

Since the period of 5 years elapses by the conclusion of this Annual General Meeting, the Company has proposed the appointment of M/s. Anjaneyulu & Co. Chartered Accountants, Hyderabad, as new Auditors, for a period of 5 years.

Based on the recommendation of the Audit Committee the Board of Directors in their meeting held on 15^thSeptember, 2022 have given their approval, recommending the appointment of M/s. Anjaneyulu & Co. Chartered Accountants, (ICAI Firm registration no. 000180S), Hyderabad for a period of five years and that they shall hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the Annual General Meeting to be held for the F.Y 2026-27 on such terms and remuneration as may be mutually agreed upon between the Management of the Company and the Statutory Auditor. The Company has received necessary consent from Anjaneyulu & Co for appointment as Statutory Auditors.

B. 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 appointed Balarama Krishna Desina, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year 2021-22

The remarks of the secretarial auditor has been detailed in the secretarial audit report attached herewith as Annexure-1 to this report.

C. INTERNAL AUDITORS

Your Company has robust internal audit team for carrying out internal audit. Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, M/s. GBM & ASSOCIATES Chartered Accountants, Hyderabad, was appointed as the Internal Auditors of the Company for the F.Y 2022 to perform the duties of Internal Auditors of the Company.

During the F.Y 2021-22 no instances of fraud has been reported by the Statutory and Secretarial Auditors.

D. COST AUDIT

PUBLIC DEPOSITS

(a) accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year: NIL

(ii) maximum during the year: NILs

(iii) at the end of the year: NIL

(d) Details of the money received from directors: Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the requirements of Section 134 (3) (g) of the Companies Act, 2013; Company has not extended any loans and guarantees during the F.Y. 2021-22.

However, the Company incorporated a wholly owned subsidiary on 25^th June, 2022 by the name, EQUIVAS TECH INNOVATIONS LIMITED.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

With effect from 03/06/2021 EQUIVAS CAPITAL PRIVATE LIMITED is the holding Company by virtue of holding 86.91% of the Equity Shares of your Company.

The company, incorporated a wholly owned subsidiary on 25th June, 2022 by the name EQUIVAS TECH INNOVATIONS LIMITED, as a part of restructuring its business.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The detailed note on internal control systems and their adequacy has been mentioned in the Management discussion and analysis, which is a part of this report.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

Your Company has established a vigil mechanism that enables the Directors & the Employees to report genuine concerns. The Company encourages its employees who have concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct to come forward and express their concerns without fear of punishment or unfair treatment. The Policy is available on the website of the Company and the web link for the same is https://equippp.in/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf.

CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY AND SENIOR MANAGERIAL PERSONNEL.

Your Company has laid down well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel. The details of the same forming part of Companyâs Nomination and Remuneration Policy are available at the Companyâs website at www.equippp.in

RELATED PARTY TRANSACTIONS

Your Company has framed a Related Party Transaction Policy in compliance with Section 177 & 188 of the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties.

The policy is available on the website of the Company and the web-link for the same is https://equippp.in/wp-content/uploads/2022/07/Related-Party-Transaction-Policy.pdf.

In the Board meeting held on 29th May 2022, the Board had given the mandate to the Audit Committee to approve and ratify the related party transactions of the Company. Accordingly, the Audit Committee in its meeting held on 12th August,2022 had given omnibus approval to enter into transactions with PRE IPO DESIGN AND TECH PVT LTD, and also ratified the earlier transactions entered into by the Company.

The earlier transaction details are mentioned hereunder:

Your company - EQUIPPP SOCIAL IMPACT TECHNOLOGIES LTD, does not have any revenues, and is in the process of implementing the Resolution Plan. Implementation of the Resolution Plan requires advisory services from various third parties and professional consultants.

Therefore your Company had entered into a related party transaction with M/s. PRE IPO DESIGN AND TECH PRIVATE LIMITED (herein after called Pre IPO) which is a fellow subsidiary of EQUIVAS CAPITAL PRIVATE LTD, to obtain consultancy, advisory, financial and personnel management services. The value transaction entered with Pre IPO in the previous financial year 2021-22 was Rs. 19.50 Lakhs. All the related party transactions entered into during the financial year with Pre IPO were in the ordinary course of Companyâs business and are in compliance with the applicable provisions of Section 188 of the Act and Regulation 23 of Listing Regulations. Related Party Transactions (RPTs) under IndAS (Indian Accounting Standards) -24 are disclosed in the notes to the financial statements.

Necessary disclosures and the statement of all related party transactions were presented before the Audit Committee and the Board of Directors specifying the nature, value and terms and conditions of the transactions. All Related Party Transactions are approved by the Audit Committee and omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

However, none of the related party transactions have potential conflict with the interests of the Company at large, as all the transactions were entered into on an arms-length basis.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Grievance Redressal Cell within the Human Resource Department has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints on sexual harassment during the financial year ended 31^st March, 2022.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Prevention of Insider Trading with a view to regulate trading in securities by the Directors and the Designated Persons of the Company. The Code requires pre-clearance for dealing in the Shares of the Company and prohibits the purchase or sale of the Shares of the Company by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and the Date of this Report, except the formation of the Wholly Owned Subsidiary, by the name, EQUIVAS TECH INNOVATIONS LTD on 25* June 2022, wherein the Company has invested Rs 1,00,000/- in the Equity Share Capital of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the F.Y 2021-22 under review, there have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations except for the Orders passed by the Honâble NCLT, Hyderabad bench, dated December 03^rd, 2020 in relation to the approval of the Resolution Plan under Regulation 31^st of the Insolvency and Bankruptcy Code 2016.

LISTING OF SHARES

During the F.Y. 2021-22, 10,30,95,225 Equity Shares of Re. 1/- each were admitted for dealings on NSE (Capital Market Segment) as follows:

Listing of 30,95,225 Equity Shares of Re. 1/- each allotted post capital reduction, admitted to dealings from May 19, 2021, on the National Stock Exchange.

Listing of 10,00,00,000 Equity Shares of Re. 1/- each allotted to the Promoters, admitted to dealings from July

22, 2021, on the National Stock Exchange.

The Equity Shares of the Company are listed on the BSE (Bombay Stock Exchange Limited) under Indo-next (Permitted Category).

The listing fee for the year 2021-22 has already been paid to the NSE.

DISCLOSURE ABOUT BUY BACK OF SECURITIES, SWEAT EQUITY, BONUS ISSUE, EMPLOYEES STOCK OPTION PLAN.

(A) Buy Back: There have been no such cases during the year 2021-22.

(B) Sweat Equity: There have been no such cases during the year 2021-22.

(D) Employee Stock Option Plan (ESOP)s: There have been no such cases of ESOPs issue during the year 2021-22.

CORPORATE GOVERNANCE

The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22,

23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

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

Since the net worth of the company as on March 31st, 2022, continues to be less than Rs.25 Crores, the above mentioned provisions are not applicable to the Company. However, out of abundant caution when the Company had furnished the Corporate Governance Report to the NSE & BSE for the quarters ended on 30/06/2022 and on 30/09/2022, the NSE had held that the Company had to comply with the CG provisions and imposed penalties for non-compliance/delayed compliance under Listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company is contesting the aforesaid issue of applicability of provisions relating to Corporate Governance.

Though, the provisions of LODR are not applicable to the Company, the Company has decided to implement certain of Corporate Governance provisions as a good practice, on a best endeavor basis. And enclosed the Corporate Governance report as Annexure-2 to this report.

BOARD COMMITTEES

As mentioned above in the corporate governance practices, though the provisions related to the committees are not applicable for the company, in order to implement the good governance, the company had formed the following committees on 29.05.2022 with appropriate combination of independent directors and Non-Executive Directors.

(a) AUDIT COMMITTEE

Your Company constituted the Audit Committee on 29.05.2022.

(b) NOMINATION AND REMUNERATION COMMITTEE

Your Company constituted the Nomination and Remuneration Committee on 29.05.2022.

Your Company constituted the Nomination and Remuneration Committee on 29.05.2022. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore itis not mandatory to comply with the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure - 3 to this report.

DISCLOSURES

I. There were no instances of non-compliances nor have any penalties, strictures been imposed by Stock Exchanges or SEBI or any other statutory authority during the F.Y 2021-22 related to the capital markets, except, imposition of fine by the NSE Reg. 6(1) of SEBI LODR Regulations, 2015.

II. During the F.Y. 2021-22 under review the Company had received IT demand notices pertaining to the previous Company (PROSEED INDIA LTD) to the extent of Rs. 22.375 Crores. The Company had challenged the demand notices by filing an appeal before Income Tax Authorities.

III. The Company has complied with and adopted all the mandatory requirements of SEBI LODR Regulations and with the non-mandatory requirements as Disclosures, Communication and General Information to the shareholders etc.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors hereby confirm:

a) in the preparation of annual accounts, the applicable Accounting Standards had been followed '' along with proper explanations relating to material departures;

b) the Board had selected such accounting policies and applied them consistently and made jude ments 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 loss of the Company for the year;

c) the Board had taken proper and sufficient care for the maintenance of adequate accounting re cords in accordance with provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

d) the Board had prepared the annual accounts on a going concern basis;

e) the Board had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

RISK MANAGEMENT

Your Company through its Risk management policy periodically assesses the risk elements, mitigates the different kinds of risks which the Company faces in its day-to-day operations and incorporates such risk mitigation plans in its business operational plans. As on date of this report, your Company does not foresee any critical risk, which threatens its existence.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EAR-INGS AND OUTGO

A. Conservation of Energy- NIL

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B. Technology Absorption - NIL

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

C. Foreign Exchange earnings and Outgo:

Earnings	Nil
Outgo	Nil

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 , as amended, the extract of the Annual Return of the Company is available on the website of the Company at www.equippp.in

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures 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, is annexed herewith as Annexure 4 to this report.

There were no employees who had drawn remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2021-22.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, to our knowledge, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

ACKNOWLEDGMENTS

The Board acknowledges and thanks all the Employees, Customers, Suppliers, Investors, Lenders, Regulatory and Government Authorities and Stock Exchanges for their cooperation and support and looks forward to their continued support in future.

For and behalf of EQUIPPP SOCIAL IMPACT TECHNOLOGIES LTD

(Formerly Known as PROSEED INDIA LIMITED)

^Sd/- Sd/-

^{Mahesh Ramachandran} Sreenivasa chary Kalmanoor

^{Managing Director} Executive Director

^DIN:01909967 DIN:09105972

Place: Hyderabad Date: 05/12/2022

Mar 31, 2015

TO THE MEMBERS OF GREEN FIRE AGRI COMMODITIES LIMITED

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

Financial Highlights:

(Rs. lakhs)

Particulars Years ended Year ended 31 March 2015 31 March 2014

Revenue:

Revenue from Operations 90.05 103.01

Other income 7.03 7.30

Total Revenue 97.08 110.31

EXPENDITURE:

Purchase of stock in trade 83.06 98.93

Operating expenses 0.07 72.41

Employee benefits expense 23.25 25.72

Finance costs 316.85 259.37

Depreciation expense 0.79 12.24

Other expenses 13.15 1,058.50

Total 437.17 1,527.17

Profit/(Loss) Before Tax (340.09) *(1,428.31)

Less: Tax Expense - -

Profit/(Loss) After Tax (340.09) (1,428.31)

Earnings / (Loss) per share

- Basic (0.35) (1.49)

- Diluted (0.35) (1.49)

* Loss before tax includes Loss on account of Fire accident of Rs.11,44,958/-

REVIEW OF OPERATIONS:

For the financial year ended March 31, 2015, your Company had reported total income of Rs. 97.08 Lakhs as against Rs. 110.31 Lakhs during the previous financial year. The Company recorded a Net Loss of Rs. 340.09 lakhs as against net loss of Rs. 1428.31 lakhs during the previous financial year.

DIVIDEND:

During the year under review, the company has not declared any dividend.

BORROWINGS:

Please refer point no.V Indebtedness in this report and Schedule 2.4 and 2.9 of notes to accounts.

DIRECTORS:

In accordance with Sections 149, 150, 152 & other applicable provisions if any, of the Companies Act, 2013 Shri D.V.S. Prakash Rao (DIN :03013165) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He was also proposed to be appointed as Executive Director of the company for a period of 3 (three) years from 14th November, 2015 to 13th November, 2018. On 31st March, 2015 Ms. M.V.Laxmi was appointed as Additional Director of the company. Owing to personal reasons she resigned on 27th April, 2015.

On 29th May, 2015 Ms. Pathan Naazneen (DIN No:07195917) was appointed as Additional Director (Woman Director). Her term of office is expiring at the conclusion of this Annual General Meeting. The company proposes to appoint her as Non Â Executive woman Director on the Board whose term of office is liable to retire by rotation. On 13th August, 2015 Mr.Venkateswara Rao Tammineedi (DIN No:06806293) was appointed as Additional Director and Executive Director of the company. The company proposes to appoint Mr.Venkateswara Rao Tammineedi as Executive Director from 13th August, 2015 to 12th August, 2018 whose term of office is liable to retire by rotation is being sought from the members of the company at the ensuing Annual General Meeting.

AUDITORS: Statutory Auditors:

The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2014 for a period of Three (3) years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

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 appointed M/s ALB & CO, Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

Internal Auditors

M/s.A.S.Naidu & Co, Chartered Accountants perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.greentfireagritech.com

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

There are 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.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-Ã -vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there-under and as such the statement as required under the Companies Act, 2013 is not applicable.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2015-16 has already been paid to the NSE.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) the directors had 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 or loss of the company for that period;

(iii) the directors 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2".

ACKNOWLEDGEMENTS:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance.

For and on behalf of the Board

D.V.S.Prakash Rao

Place : Hyderabad Wholetime Director & CEO

Date : 5th September, 2015 (DIN No. 03013165)

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights:

(Rs. lakhs)

Particulars Years ended Year ended 31 March 2014 31 March 2013

Revenue:

Revenue from Operations 103.01 14,657.84

Other income 7.30 85.29

Total Revenue 110.31 14,743.13

EXPENDITURE:

Purchase of stock in trade 98.93 14,222.39

Change in inventory stock-in trade - -

Operating expenses 72.41 604.66

Employee benefits expense 25.72 77.49

Finance costs 259.37 225.93

Depreciation expense 12.24 58.13

Other expenses 1058.50 230.17

Total 1527.17 15,418.77

Profit/(Loss) Before Tax *(1428.31) (675.64)

Less: Tax Expense - (29.55)

Profit/(Loss) After Tax (1428.31) (646.09)

Earnings / (Loss) per share

- Basic (1.49) (0.78)

- Diluted (1.49) (0.78)

*Loss before tax includes Loss on account of Fire accident of Rs. 11,44,958/-Review of operations:

For the financial year ended March 31, 2014, your Company had reported total income of Rs. 110.31 Lakhs as against Rs. 14743.13 Lakhs during the previous financial year. The Company recorded a Net Loss of Rs. 1428.31 lakhs as against net loss of Rs. 646.09 lakhs during the previous financial year.

Attention of Members is drawn to an extensive damage caused by the major Fire Accident due to short circuit at the then registered office of the Company at "Kartheek House", No.8-2-293/174/A25, Ground & First Floor, Road No.14, Banjara Hills, Hyderabad-500034, which completely destroyed the physical records, Registers and other documents up to 10.02.2014 and also affected the Data Processing Equipment, including Computers and Servers placed in that registered office. The Company has taken steps for recovering the data from the Back-up systems.

DIRECTORS:

In accordance with Sections 149, 150, 152 & other applicable provisions if any, of the Companies Act, 2013 Shri DVS Prakash Rao (DIN :03013165) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. T.Naresh Kumar, Mr.P.Parthasarathi and Mr.Y.Ramesh, Independent Directors of the Company be and are hereby appointed for a period of block of 5 years and not liable to retire by rotation.

AUDITORS:

The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, retire at this Annual General Meeting. The Board of Directors, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, recommends appointment of M/s Navitha and Associates, Chartered Accountants, as Statutory Auditors of the Company for a period of block of Three (3) years from conclusion of this Annul General Meeting till the conclusion of 25th Annual General Meeting in the calendar year of 2017.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there-under and as such the statement as required under the Companies Act, 2013 is not applicable.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2014-15 has already been paid to the NSE and the BSE.

CORPORATE GOVERNANCE:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm the following:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that the directors had 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 or loss of the company for that period;

(iii) that the directors 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;

(iv) that the directors have prepared the annual accounts on a going concern basis;

(v) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

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

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

ACKNOWLEDGEMENTS:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance

For and on behalf of the Board

Place : Hyderabad D V S Prakash Rao Date : 03.09.2014 Whole Time Director & CEO

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Highlights:

(Rs.lakhs) Particulars Years ended Year ended 31 March 2013 31 March 2012

Revenue

Revenue from Operations 14,657.84 38,980.13

Other income 85.29 125.22

Total Revenue 14,743.13 39,105.35

Expenditure

Purchase of stock in trade 14,222.39 37,990.97

Change in inventory stock-in trade 20.75

Operating expenses 604.66 208.08

Employee benefits expense 77.49 131.99

Finance costs 225.93 106.68

Depreciation expense 58.13 47.63

Other expenses 230.17 216.88

Total 15,418.77 38,722.98

Profit/(Loss) Before Tax (675.64) 382.37

Less: Tax Expense (29.55) 135.69

Profit/(Loss) After Tax (646.09) 246.68 Earnings / (Loss) per share

- Basic (0.78) 0.50

- Diluted (0.78) 0.26

Review of operations:

For the financial year ended March 31, 2013, your Company had reported total income of Rs. 14,743.13 Lakhs as against Rs. 39,105.35 Lakhs during the previous financial year. The company recorded a net loss of Rs. 646.09 lakhs as against net profit of Rs. 246.68 lakhs during the previous financial year.

Directors:

In accordance with Section 256 of the Companies Act, 1956 Mr P Parthasarthi and Mr Y Ramesh, Directors of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr D V S Prakash Rao, as appointed as Additional Director with effect from 14.11.2012 and the Board commends for passing of the respective resolution proposed in the Notice of the Annual General Meeting.

Auditors:

The Statutory Auditors, M/s Sarath & Associates, Chartered Accountants, retire at this Annual General Meeting. The Board of Directors recommends appointment of M/s Sarath & Associates, as Statutory Auditors of the Company for the financial year 2013-14.

Public Deposits:

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Particulars of employees:

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956 is not applicable.

Employee stock option plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure ''A'' forming part of this report.

Listing of shares

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE) under INDONEXT model. The listing fee for the year 2013-14 has already been paid to the NSE and the BSE.

Corporate Governance:

In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

Directors'' Responsibility Statement

In compliance to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) that the directors had 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 or loss of the company for that period;

(iii) that the directors 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

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

Acknowledgements:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance. For and on behalf of the Board

Place : Hyderabad P Parthasarthi

Date : September 07, 2013 Chairman

Mar 31, 2011

Dear Members,

The Board of Directors take pleasure in presenting their report for the financial year ended March 31, 2011.

Financial Highlights

(Amount Rs. In lakhs)

Particulars Consolidated Standalone

For the Year ended March 31 2011 2010 2011 2010 revenues 12,967.26 7,446.34 430.25 795.64 Cost of revenues 11,733.88 8,410.85 212.22 394.12 Gross Profit 1,233.38 (964.51) 218.03 401.52 Selling and Marketing expenses 102.75 2,205.49 5.88 8.98 general and administrative expenses 570.15 1,089.60 124.69 263.98 Bad and doubtful debts written off 101.64 1,873.41 - - advances written off - 75.44 158.04 34.66 Impairment loss - 6,136.99 - - Fixed assets discarded, net 0.61 81.94 0.47 81.93 provision for bad and doubtful debts 91.93 151.85 - provision for decline in the value of long

term investments - - - 9,433.11

Operating Profit/(Loss) before interest,

depreciation and amortization 366.30 (12,579.23) (71.05) (9,421.14) Financial expenses 84.81 24.38 101.65 87.89 Depreciation and amortization 353.48 2,940.83 54.51 112.12 Operating Profit / (Loss) before tax (71.99) (15,544.44) (227.21) (9,621.15) gain on Disposal of Subsidiary 16.31 - - - other Income, Net 215.91 1,190.97 52.24 0.84

Profit/(Loss) before Tax 160.23 (14,353.47) (174.97) (9,620.31) provision for taxes 18.68 278.56 0.33 256.65 Deferred 0.36 - - - Profit/(Loss) after Tax before prior period expenses 141.19 (14,632.03) 175.30) (9,876.96) prior period expenses - 66.41 - Profit/(Loss) after prior period expenses 141.19 (14,698.44) (9,876.96) Share of Minority Interest (36.07) - - Net Profit 105.12 (14,698.44) (9,876.96) Earnings per share (Rs.)

- Basic 0.26 (41.97) (0.44) (28.20) - Diluted 0.26 (41.97) (0.44) (28.20) Dividend rate - - - - paid up equity Share Capital 4,914.71 3,514.71 4,914.71 3,514.71

Financial Overview

During the financial year (FY) under review, the Company achieved revenues of Rs.12,967 Lakhs as against Rs.7,446 Lakhs in the previous year on consolidated basis. The Company's consolidated Net Profit for the year was Rs.105 Lakhs as against Rs.(14,698) Lakhs for the previous financial year. Management Discussion and Analysis forming part of this director's report includes detailed review of the financial performance of the Company.

the revenues of the group derived from its online advertising segment increased to rs.4,875 lakhs during the FY, as compared to rs.3,305 lakhs in the previous year. Further, the group has commenced new business segment of Commodity Trading from September 20, 2010 by acquiring 51% shareholding of Green Fire Agri Commodities private limited. the revenues from commodities trading segment was rs. 8,041 lakhs for the FY ended March 31, 2011. the Securities and Derivatives trading segment has been discontinued effective from November, 2010 by sale of 100% equity share of VAR Quant Tech Securities Private Limited. The Revenues from Securities and Derivatives segment for the year ended March 31, 2011 was rs. 50 lakhs.

Restructuring

the group has as part of its restructuring envisaged the segregation of its internet and commodity trading operations. The group believes that the restructuring will result benefits of; (a) Effcient and focused management on each segment; (b) Unlocking value for the shareholders of Northgate; and (c) Operating and Administrative effciencies. Accordingly, the Board of Directors of the Company at their meeting held on May 19, 2011, considered and approved the Composite Scheme of arrangement and amalgamation between Northgate technologies limited ("NTL") and Northgate Com Tech Limited ("Northgate Com") and Green Fire Agri Commodities Private Limited ("Green Fire") and their respective shareholders and Creditors ("Scheme") under Section 391-394 read with Sections 100-103 of the Companies act, 1956.

the Scheme is subject to the consent, approval of requisite majority of shareholders and creditors of Ntl, Northgate Com and green Fire, sanction of the high court of andhra pradesh and all other regulatory approvals as may be necessary for the implementation of the Scheme.

the Salient features of the Scheme are:

a) The appointed date of the Scheme is 1 April, 2011;

b) The Scheme involves the demerger of the Internet Business Undertaking of NTL into Northgate Com and Merger of Green Fire into NTL;

c) Based on Independent Valuation and fairness opinion, the Board approved and recommended the share entitle ratio as follows:

"1 (one) fully paid equity shares of Rs. 10 each of Northgate Com shall be issued and allotted for every 1 (one) equity share of rs. 10 each held in Ntl"

"158 (One hundred and ffity eight) fully paid equity shares of Rs. 10 each of NTL shall be issued and allotted for every 1 (one) fully paid equity shares of Rs. 10 each held in Green Fire (except in respect of shares held by NTL in Green Fire)."

d) Consequent to the demerger of the Internet business of NTL into Northgate Com, the equity shares of the Northgate Com will be listed on the National Stock Exchange of India ; and

e) Consequent to the Merger of Green Fire into NTL, the name of the NTL will be Changed to "Green Fire Agri Commodities limited and the face value and the paid up value of the equity shares of the Ntl together with the new shares issued and allotted on merger will be reduced by rs. 9 without payment to the holders of such equity shares of Ntl. the shares of Ntl will continue to list on National Stock exchange of India.

Dividend

No Dividend for the financial year ended March 31, 2011 has been recommended by the Board of Directors. No amount is transferred to the reserves on standalone basis, as the company has incurred losses for the financial year ended March 31, 2011.

Directors

During the year under review the Board has re appointed Mr. Venkata S. Meenavalli, as Chairman and Managing Director for a period of three years on the same terms and conditions with effect form September 1, 2011 and Mr. p. Srinivasu, executive Director of the Company for a period of three years with effect from September 1, 2011 on revised terms and conditions as stated in the resolution. the Board of Directors commends for passing of the respective resolutions prposed in the Notice of annual general Meeting.

Mr. p. parthasarathi and Mr. Y.ramesh, Directors, retire by rotation at the ensuing annual general Meeting and being eligible, offer themselves for reappointment.

Human Resources

as of March 31, 2011, the Company and its wholly owned subsidiaries employed 80 people out of which 73 people were located in India. We take adequate steps to ensure that compensation and benefits packages, working environment, professional and personal development are of global standards and are in line with organizational objective.

Fixed Deposits

the Company has not accepted any deposit within the meaning of Section 58a of the Companies act, 1956 and the rules made there under.

Auditors

the Statutory auditors M/s B S r and Company retires at this annual general Meeting. the Board of Directors recommends appointment of M/s. B S r and Company, as Statutory auditors of the Company for the FY 2011-12.

Auditors' Report

the Management has applied to the rBI for condoning of such non compliance and believes that the rBI would condone the non-compliance and that there would be no financial penalties imposed. Revenues and the Cost of revenues for this segment for the year ended March 31, 2011 is rs. 50.95 lakhs and rs. 52 lakhs respectively. the company sold 100% shareholding of VA R Quant Tech Securities Private Limited on November 11, 2010. Pursuant to the Share Sale Agreement dated November 11, 2010 for sale of 100% equity share of VA R Quant Tech Securities private limited, the Securities and Derivatives trading has been discontinued and the gain on sale of the subsidiary of rs 16.32 lakhs has been recorded under exceptional item.

Listing

The Shares of the Company is listed on National Stock Exchange of India Limited (NSE). The equity shares of the Company are permitted for trading with Bombay Stock exchange limited under INDoNeXt. the listing fee for the year 2011-12 has already been paid to the NSe.

Wholly Owned Subsidiaries (WOS) Northgate Investments Pte Limited (NIPL)

NIPL is a Singapore based group Investment holding Company and carries no other business activities.

Globe7 Pte Limited (GPL)

gpl carries online advertising business activities. gpl is a Singapore based wholly owned subsidiary of NIpl. For the FY'11 gpl recorded revenues of rs. 1,615.24 lakhs and Net loss of rs. 15,126.74 lakhs.

Axill Europe Limited, UK (AEL)

ael is a london based wholly owned subsidiary of gpl and is under the process of voluntary liquidation.

Globe7 HK Limited, Hongkong (GHL)

ghl is a hong Kong based wholly owned subsidiary of gpl. During the year no operations were carried out.

Social Media India Limited (SMIL)

SMIl is a India based wholly owned subsidiary of gpl. For the FY'11 SMIl recorded revenues of rs. 3,260.02 lakhs and achieved net profit of Rs. 576.04 Lakhs.

Globe 7Americas Inc., USA

globe 7 americas Inc., is a wholly owned subsidiary of ghl which was voluntarily liquidated during the year.

VAR Quant Tech Securities Private Limited (VAR)

The Company sold 100% shareholding of VAR Quant Tech Securities Private Limited on November 11, 2010.

Globe 7 UK Limited (Globe 7 UK)

globe 7 uK was incorporated on april 8, 2010. globe 7 uK owns group server farm located at Bournemoth, uK. globe 7 uK recorded revenues of rs. 157.25 lakhs for the year ended March 31, 2011 with a loss of rs. 5.38 lakhs.

Particulars under Section 212 of the Companies Act, 1956

the Ministry of Corporate affairs has granted exemption from complying with the provisions of Section 212 of the Companies Act, 1956 as the audited consolidated financial statements is presented in the Annual Report. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The audited financial statements and related information of subsidiaries, wherever applicable, will be provided to the members upon request. also the documents as per Section 212 of the Companies act, 1956 is available for inspection during business hours at the registered office at Hyderabad, India, for the members of the company.

Employee Particulars

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956, is not applicable.

Employee Stock Option Plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure 'A' forming part of this report.

Corporate Governance

In accordance with Clause 49 of the listing agreement, a report on Corporate governance along with the Practicing Company Secretary Certifcate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

Director's Responsibility Statement

We the Directors of Northgate Technologies Limited, confrm the following:

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

(ii) that the Directors had 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:

(iii) that the Directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are provided in the Annexure 'B' forming part of this report.

Acknowledgements

Your Directors thank all the members, investors, business associates, service providers, banks, customers and regulatory and governmental authorities for their continued support. Your Directors place on record their appreciation of the contributions made by every employee of the Company.

For and on behalf of the Board place : hyderabad Venkata S Meenavalli

Date : September 02, 2011

Mar 31, 2010

The Board of Directors take pleasure in presenting their report for the financial year ended March 31, 2010.

Financial Highlights

(Amount Rs. In lakhs)

Particulars Consolidated Standalone

For the Year ended March 31

2010 2009 2010 2009

revenues ............... 7,446.34 56,034.27 795.64 1,299.71

less: Cost of revenues ...8,410.85 35,681.56 394.12 517.33

Gross Profit .............(964.51) 20,352.71 401.52 782.38

Selling and Marketing expenses ............... 2,205.49 9,184.16 8.98 6.66

general and administrative expenses 1,090.82 1,163.21 263.46 271.85

Bad and doubtful debt written off ............. 1,873.42 15,734.02 - -

advances written off ...... 75.44 527.94 34.66 -

Impairment loss ..........6,136.99 15,986.09 - -

Fixed assets discarded, net ............. 81.93 471.78 - -

loss on abandonment of assets ............... - - 81.93 290.89

provision for bad and doubtful debts ............ 151.85 2,056.07 - -

provision for doubtful deposits ............... - 102.00 - -

provision for decline in the value of long term investments .............. - - 9,433.11 26,277.37

Operating Profit / (Loss) before interest,

depreciation and amortization ....... (12,580.45) (24,872.56) (9,420.62)(26,064.39)

Financial expenses ..........24.38 99.41 87.89 4.15

Depreciation and ] amortization ..........2,940.83 7,157.57 112.12 161.20

Operating Proft / (Loss) before tax .....(15,545.66) (32,129.54) (9,620.63)(26,229.74)

other Income .............1,192.19 1,809.67 0.32 1,025.10

Net Profit / (Loss) before Taxation .......(14,353.47) (30,319.87) (9,620.31)(25,204.64)

provision for taxation .....278.56 (772.20) 256.65 102.49

Net Profit / (Loss) after Tax before prior period expenses . (14,632.03) (29,547.67) (9,876.96)

prior period expenses .......66.41 - -

Net Profit / (Loss) after prior period expenses ........ (14,698.44) (29,547.67) (9,876.96)(25,307.13) Share of Minority Interest .................. - 3.87 - -

Net Profit / (Loss) for the year .........(14,698.44) (29,543.80) (9,876.96) (25,307.13)

transfer to general reserve ................. - - - -

Earnings per share (Rs.)

- Basic - par value Rs. 10 per share ........... (41.97) (84.54) (28.20) (72.42)

- Diluted - par value Rs. 10 per share (41.97) (84.54) (28.20) (72.42)

Dividend Rate (%) ............ - - - - paid up equity Share Capital ................ 3,514.71 3,514.71 3,514.71 3,514.71

Financial Overview

During the Financial year (FY) under review, the company incurred Net loss of Rs.14,698.44 Lakhs as against net loss of rs.29,547.67 lakhs in the previous year on consolidated basis. the CompanyÃs consolidated EPS for the year was Rs.(41.97) as against Rs.(84.54) for the previous financial year. Management Discussion and Analysis forming part of this directorÃs report includes detailed review of the financial performance of the Company.

the revenues of the group derived from its online advertising segment has declined to rs.3,305.94 lakhs during the FY, as compared to rs.56,034.27 lakhs in the previous year. Further, the group has incurred losses of rs.14,673.92 lakhs during the FY and its net-worth as at 31st March, 2010 reduced to rs.1,748.85 lakhs as compared to rs.16,511.49 lakhs as at 31st March, 2009. During the FA Y, the group initiated the sale of certain internet-based intellectual properties. there has been no closure of the transaction so far.

As part of its ongoing restructuring exercise which commenced during the previous financial year, the Group has scaled down its internet related business considerably. In March, 2010, the group decided to liquidate its UK based subsidiary, Axill Europe Limited (AEL) the process for which is currently being implemented. Consequently, the Group recorded an impairment charge of Rs.6,420.75 Lakhs, relating to the write down of the carrying values of fixed assets held by AEL to its estimated recoverable values. The Group has estimated the recoverable values of the fixed assets based on initial discussions with potential buyers.

Notwithstanding the significant decline in net-worth which is on account of operating losses, write-down in fixed assets in Axill Europe Limited (as explained above) as well as provision/write-off of bad and doubtful debtors, recorded during the FY ended March, 2010. the group believes that with the considerable scaling of its internet- related business, it has attained a sustainable scale of operations which will generate operating cash flows sufficient to meet its ongoing expenses. No further write-down of fixed assets is expected and current assets and liabilities are expected to be realized and settled in the normal course. Further, the group also believes that the scaled down operations are capable of sustaining in the foreseeable future. on the basis of the above, the group believes that the going concern assumption is valid and the online advertising segment is a continuing business segment.

Dividend

No dividend for the FY 2009-10 was recommended by the Board of Directors.

Explanation to the Auditors Qualification

the group commenced Securities trading on 10th December, 2009 through its subsidiary Var Quant tech Securities Private Limited (Var Quant). The main object of Var Quant is to be an Non-Banking Financial Company (NBFC). Under Section 45(IA) of the Reserve Bank of India (RBI) Act, a NBFC requires compulsory registration with the RBI and is not allowed to commence Financial activities without obtaining a certificate from RBI. Var Quant has not obtained such prior registration and is therefore in contravention of the RBI guidelines. on realizing the default, VAR Quant has discontinued such trading activities and applied to the regulatory authorities. as on 01 September 2010 VAR Quant obtained Sub-Broker Licence from Securities Exchange Board of India (SEBI) to trade in The National Stock Exchange of India (NSE) and hence permitted to do securities trading activities.

In case of securities trading business carried out through Var Quant, the group records the purchase and sale transactions (Rs.4,142.99 lakhs and Rs.4,140.40 lakhs respectively) of securities on a gross basis under ÃCost of RevenuesÃ and ÃRevenuesÃ respectively. In the absence of a prescribed mandatory definite accounting treatment under Indian GAAP, the Company believes that a gross presentation fairly represents the underlying nature and substance of the intra-day securities trading activities undertaken during the year.

Directors

During the year under review the Board co-opted Mr. p. Srinivasu and Mr. K. Sujith Kumar as additional directors of the Company, who shall hold office up to the date of ensuing Annual General Meeting. The Board in the best interest of the Company recommends the appointment of Mr. p. Srinivasu as Director, liable to retire by rotation. the requisite notice along with the prescribed fee has been received from the member under Section 257 of the Companies act, 1956 proposing the candidature of Mr. p. Srinivasu as Director liable to retire by rotation. Mr. K. Sujit Kumar not opted himself for reappointment.

Mr. t. Naresh Kumar and Mr. Y. ramesh, Directors, retire by rotation at the ensuing annual general Meeting and being eligible, offer themselves for reappointment.

Human Resources

as of March 31, 2010, the Company and its wholly owned subsidiaries employed 92 people out of whom 86 people were located in India. We take adequate steps to ensure that compensation and benefits packages, working environment, professional and personal development are of global standards and are in line with organizational objective.

Fixed Deposits

the Company has not accepted any deposit within the meaning of Section 58a of the Companies act, 1956 and the rules made there under.

Auditors

the Statutory auditors M/s B S R and Company retires at this annual general Meeting. the Board of Directors recommends appointment of M/s. B S r and Company, as Statutory auditors of the Company for the FY 2010-11.

Listing

The Shares of the Company are listed on The National Stock Exchange of India Limited (NSE). The equity shares of the Company are permitted for trading with Bombay Stock exchange limited under INDONEXT model. the listing fee for the year 2010-11 has already been paid to the NSE.

Wholly Owned Subsidiaries (WOS) Northgate Investments Pte Limited (NIPL)

NIpl is a Singapore based group Investment holding Company and carries no other activities.

Globe7 Pte Limited (GPL)

gpl is a Singapore based group Intellectual property holding Company in which all the groupÃs intellectual property assets are held. GPL entered into worldwide, product by product licenses with other entities in the group that do business involving the intellectual property assets. GPL also carries online advertising business activities. GPL is a wholly owned subsidiary of NIPL. For the FYÃ10 GPL recorded revenues of rs.279.36 lakhs and Net loss of rs.2,079.11 lakhs.

Axill Europe Limited, UK (AEL)

ael is a london based wholly owned subsidiary of gpl. ael owns group server farm located at Stratford, London. For the FYÃ10 AEL recorded revenues of rs.303.04 lakhs and Net loss of rs.9,213.62 lakhs. AEL is under the process of voluntary liquidation. the creditors in the meeting held on 23.06.2010 approved the liquidation of the AEL.

Globe7 HK Limited, Hongkong (GHL)

GHL is a hong Kong based wholly owned subsidiary of GPL. For the FYÃ10 GHL recorded revenues of rs.1,180.40 lakhs and Net loss of rs.2,070.78 lakhs.

Social Media India Limited (SMIL)

SMIl is a India based wholly owned subsidiary of GPL. For the FYÃ10 SMIl recorded revenues of Rs. 2,025.59 lakhs and loss of rs.994.16 lakhs.

Globe 7Americas Inc., USA

globe 7 americas Inc., is a wholly owned subsidiary of GHL. globe 7 americas Inc., is under the process of voluntary liquidation.

VAR Quant Tech Securities Private Limited (VAR)

For the FYÃ10 VAR recorded revenues of rs.4140.40 lakhs and Net loss of rs.15.46 lakhs.

the main object of VaR is Securities and Derivatives trading. VAR commenced Securities trading on 10th December, 2009. VAR obtained Sub-Broker license from SEBI to carry securities trading in the NSE as on 1st September, 2010.

Globe 7 UK Limited (Globe 7 UK)

globe 7 U K was incorporated on 8th April, 2010. globe 7 UK owns group server farm located at Connexions 4 London Ltd, London.

Particulars under Section 212 of the Companies Act, 1956

the Ministry of Corporate affairs has granted exemption from complying with the provisions of Section 212 of the Companies Act, 1956 as the audited consolidated financial statements is presented in the Annual Report. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries. The audited financial statements and related information of subsidiaries, wherever applicable, will be provided to the members upon request. also the documents as per Section 212 of the Companies act, 1956 is available for inspection during business hours at the registered office at Hyderabad, India, for the members of the company.

Employee Particulars

None of the employees are in receipt of the remuneration as set out under Section 217(2A) of the Companies Act, 1956 and as such the statement as required under Section 217(2A) of the Companies Act, 1956, is not applicable.

Employee Stock Option Plans

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure ÃAÃ forming part of this report.

Corporate Governance

In accordance with Clause 49 of the listing agreement, a report on Corporate governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

DirectorÃs Responsibility Statement

We the Directors of Northgate Technologies Limited, confirm the following:

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

(ii) that the Directors had 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:

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

Conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are provided in the Cannelure ÃBÃ forming part of this report.

Acknowledgements

Your Directors thank all the members, investors, business associates, service providers, banks, customers and regulatory and governmental authorities for their continued support. Your Directors place on record their appreciation of the contributions made by every employee of the Company.

For and on behalf of the Board

Place: Hyderabad Venkat S Meenavalli

Date: 01 September 2010 Chairman and Managing Director

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