Directors Report of Netweb Technologies India Ltd.

Mar 31, 2025

Your Directors take the immense pleasure in presenting before you the Twenty-Sixth (26^th) Annual Report of Netweb
Technologies India Limited (''Company'' or ''Netweb'') for the financial year ended March 31,2025 along with Audited Financial
Statements and Auditors'' Report thereon.

Financial Summary/Performance of the Company

During the year, the financial performance of the Company, achieved new heights in terms of revenue & other financial
aspects and set a new milestone for its future performance. Below is the summary of the financial performance of the
Company for the year.

PARTICULARS	FY 2024-25	FY 2023-24
Revenue from operations	11,490.21	7240.75
Other income	93.90	118.87
Total income	11584.11	7359.62
EBITDA	1694.01	1144.16
EBITDA Margin (%)	14.62	15.80
Finance costs	(40.90)	(62.08)
Depreciation and amortisation expenses	(113.43)	(62.52)
Profit before tax	1539.68	1019.56
Current tax	(402.05)	(257.15)
Deferred tax	7.12	(3.38)
Profit after Tax (PAT)	1144.75	759.03
PAT Margin (%)	9.90	10.48
Earnings per equity share (EPS)	20.20	13.91

Particulars	No of Shares [Issued and Paid- up Capital]	Share Capital Amount [Issued and Paid- up Capital]
At the beginning of the financial year 2024-25	5,63,65,868	11,27,31,736
Add:
Shares issued under the Employee Stock Options Scheme	2,88,000	5,76,000
At the end of the financial year 2024-25	5,66,53,868	11,33,07,736

Note: Face value of equity shares is ''2 per share.

Overview and State of affairs, Operation of
the Company and Future Outlook

During the year under review, the total income of the
Company is increased from ''7359.62 million to ''11584.11
million, EBITDA increased from ''1144.16 million to ''1694.01
million and profit after tax increased from ''759.03 million
to ''1144.75 million. All the financial aspects of the Company
have shown steady and excellent growth.

The detailed analysis on the state of affairs, operation of the
Company and future outlook is explained in the Management
discussion and analysis report forming part of the Annual
Report of the Company for the year under review.

Transfer to Reserves

The same is also disclosed in the note no. 15 of the notes
to the financial statements for the financial year 2024-25
forming part of the Annual Report for the year under review.

Dividend and Dividend Distribution Policy

In compliance with regulation 43A of the Securities and
Exchange Board of India (Listing Obligation and Disclosure
requirements) Regulations 2015, the Company has adopted
a Dividend Distribution Policy.

The Policy is available at https://netwebindia.com/investors/
Dividend%70Distribution%70Policy.pdf. The Policy sets out

the parameters and circumstances that will be taken into
account by the Board in determining the distribution of
dividends to its shareholders.

The Board of Directors are pleased to recommend a final
dividend of ''2.50 per equity share for the financial year
2024-25 to the shareholders of the Company i.e. 125% of the
face value of shares of the Company. The total cash outflow
on account of the payment of Dividend would be 14.16
Crores (approx). The proposed dividend is recommended
for the approval of the Members in the upcoming Annual
General Meeting.

The Board has decided to keep the remaining amount of
profit as reserve for the growth of the Company.

The Dividend, if approved by the Members in the ensuing
Annual General Meeting will be paid within 30 days of the
Annual General Meeting.

Also, pursuant to the provisions of the Income Tax Act, 1961,
as amended by the Finance Act, 2020, dividend paid or
distributed by the Company on or after April 1, 2020, shall
be taxable in the hands of the Members.

The Company shall, therefore, deduct tax at source (TDS)
at the time of making the payment of dividends to the
shareholders. The Register of Members and Share Transfer

Books of your Company shall remain closed from August 23,
2025 to August 30, 2025 (both days inclusive). The record date
is August 22, 2025 for the purpose of determining eligible
shareholders for the purpose of payment of dividend.

Transfer of Unclaimed Dividend to Investor
Education and Protection Fund

The details of the unclaimed dividend as on March 31,
2025 is available on the website of the Company at https://
netwebindia.com/investors/Unclaimed-Dividend-as-on-31^s-
March-7075.pdf. The details of all unpaid/unclaimed dividend
as on the closure of year, will be filed with the Registrar of
Companies within 60 days from the date of the AGM.

During the year under review, there is no amount which is
required to be transferred to the Investor Education and
Protection Fund ("IEPF") as per the provisions of Section
125(2) of the Companies Act, 2013 ("Act").

Equity Shares with Differential Voting Rights

The Company hasn''t issued any equity shares with differential
voting rights.

Report on the utilisation of proceeds of the
Initial Public Offer

The Company has appointed ''CRISIL Ratings Limited'' as the
monitoring agency to monitor the utilisation of the issue
proceeds from the Initial Public offer of the Company. The

Details pertaining to shares in the suspense
account

There is no share lying in the unclaimed suspense account or
any other escrow account.

Issued Share Capital and Authorised Capital

During the financial year 2024-25, there was no change in the
Authorised Share Capital of the Company. The Authorised
Share capital stands at ''15,00,00,000 [Rupees Fifteen Crores
only].

However, the issued and paid-up share capital increased
during the financial year 2024-25. The details of the increase
in the issued and paid-up share capital are presented in the
below table:

Monitoring agency has duly submitted its report quarterly to
the Audit Committee and the Board of Directors. The Audit
Committee and Board of Directors duly took note of the
same and filed it with the stock exchange as required under
Regulation 32(6) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. There were no deviations
or variations in the utilisation of issue proceeds from the
objects as stated in the offer document for Public Issue of
shares of the Company.

Below is the summary of the utilisation of proceeds from the Public issue:

Sr No Original Object	As on March 31, 2025
	Original Allocation [''In Millions]	Revised Allocation [''In Millions]	Revised Utilisation [''In Millions]
1. Funding Capital Expenditure requirements - Civil construction of the building for the SMT line and interior development	90.00	73.12	73.12
Funding Capital Expenditure requirements - Purchase of equipment/machineries for new SMT production line	232.86	136.60	136.60
2. Funding long-term working capital requirements	1280.22	1280.22	1280.22
3. Repayment or prepayment, in full or in part, of certain of outstanding borrowings	225.00	225.00	225.00
4. General Corporate Purposes (GCP)	112.160	225.30	225.30

The Unutilised amount of ''113.14 million after achieving
object 1 "Funding our Capital Expenditure requirements-
Purchase of equipment/machineries for new SMT production
line" Category has been transferred to "General Corporate
Purposes (GCP)" pursuant to board resolution dated March
24, 2025. This utilisation towards GCP is in line with the
disclosure provided in the offer document dated July 21,
2023 which states "If the actual utilisation towards any of the
Objects is lower than the proposed deployment such balance
will be used towards GCP, provided that the total amount to
be utilised towards general corporate purposes will not exceed
25% of the Gross Proceeds in accordance with Regulation 7(2)
of the SEBIICDR Regulations".

Deposits

The Company has not accepted any deposit within the
meaning of sections 73 and 76 of the Companies Act, 2013
and the rules framed thereunder during the financial year
2024-25 and therefore, no amount of principal or interest
was outstanding as on the date of the Balance Sheet. During
the year 2024-25, the Company filed E-Form DPT-3 with the
ROC in compliance of the Companies Act, 2013.

Material changes and commitments
affecting the financial position of the
Company

There has not been any material change or commitment
that has occurred between the end of financial year ended
on March 31, 2025, and the date of this report that could
have affected, in any manner, the financial performance of
the Company.

Credit Ratings

The details of Credit ratings on the Bank facilities availed
by the Company as provided by CRISIL Ratings Limited are
as follows:

Date Credit Rating

July 01,2024 Long Term Rating: A-/Stable (Reaffirmed) Short Term Rating: A2 (Reaffirmed)

Particulars of Loans, Guarantees or
Investments

The Company has adhered to the provisions of Section
186 and other applicable provisions of the Companies
Act, 2013 in respect of loans, advances and investments
made by the Company and the particulars of such loans,
advances and investment have been provided in the audited
financial statements of the Company forming part of this
Annual Report.

Particulars of contracts or arrangements
made with Related Parties

The Company has adopted a policy on materiality of related
party transactions and on dealing with related party

transactions in compliance with the requirements of the
Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said policy is available
on the website of the Company at https://netwebindia.
com/investors/Policy%20on%20related%20party%20
transactions.pdf. All related party transactions that were
entered into during the financial year ended March 31,2025,
were on an arm''s length basis and were carried out in the
ordinary course of business. Further, during the year, your
Company has not entered into contracts or arrangements
or transactions with the related parties which could be
considered as ''material'' in accordance with the Policy of the
Company on materiality of Related Party Transactions, as
per section 188 of the Companies Act, 2013 read with rule
15 of Companies (Meeting of Board and its Power) Rules
2014 and as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations. In view of the above, disclosure
in Form AOC-2 is not applicable.

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

Annual Return

As per the requirements of Section 92(3) of the Act and rules
framed thereunder, including any statutory modifications/
amendments thereto for the time being in force, the annual
return in form MGT-7 for FY 2024-25 is placed on the
Company''s website. The same can be accessed at www.
netwebindia.com/investors/corporategovernance.html.

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

During the FY 2024-25, no notices or orders or any directions
by any regulator, statutory and quasi-judicial body, court
or tribunal were received by the Company which could
have affected the working and/or the performance of the
Company or going concern status of the Company.

There had been no instances of onetime settlement
with any Bank. There had been no corporate insolvency
application filed against the Company under any court or
any judicial body.

Details of Subsidiary/ Holding / Joint
Venture/Associate Companies

The Company has only one subsidiary Company named
Netweb Foundation, a Company incorporated under section
8 of the Companies Act, 2013. By virtue of it being a section
8 company, the consolidation of the financial statements is
not required. Form AOC-1 is attached as Annexure A for
reference of the members.

Further, during the financial year 2024-25, no company
became or ceased to become a subsidiary or joint venture
or associate Company of your Company.

Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each director & KMP to the median remuneration of the employees of the Company
and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary in the financial year:

Name	Ratio of Remuneration to the median remuneration of employees	% Increase in remuneration in the financial year
Managing Director & Whole Time Directors
Mr. Sanjay Lodha	37.13	13.03%
Mr. Navin Lodha	28.14	9.74%
Mr. Niraj Lodha	28.14	9.74%
Mr. Vivek Lodha	28.14	9.74%
Independent Directors
Mr. Mrutyunjay Mahapatra	2.98	NA
Mr. Vikas Modi	3.78	NA
Mrs. Romi Jatta	2.61	NA
Mr. Jasjeet Singh Bagla	1.92	NA
Chief Financial Officer
Mr. Prawal Jain [Upto 14.11.2024]	NA	NA
Mr. Ankit Kumar Singhal [from 15.11.2024]	NA	NA
Company Secretary
Mr. Lohit Chhabra	3.41	37.14%

Notes:

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

(ii) The median and percentage increase in remuneration is not provided for Chief financial officers as they haven''t drawn remuneration
during the full financial year 2024-25.

(iii) During the fiscal year, 2024-25, Mr. Ankit Kumar Singhal has been granted 804 Employee Stock options.

(iv) Only the Sitting fee was paid to Independent Directors during the year under review.

b. The percentage increase in the median remuneration of employees in the financial year is 18.61%.

c. The number of permanent employees on the rolls of Company are 441 as on March 31, 2025.

d. The average percentile increase already in the salaries of employees is 14.00% and the percentile increase in the

managerial remuneration is 11.00%.

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

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

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

Name of the Employees	Designation	Remuneration received (In '')	Qualifications	Experience (In Years)	Date of commencement of employment	Age	Past Employment	% of equity shares
Hirdey Vikram	Chief Sales and Marketing Officer	17,48,56,375	B.Tech	13	16-Aug-16	36	HCL Infosystems Limited	Negligible
Hemant Agrawal	Chief Operating Officer	7,21,88,135	B.Com	21	16-Aug-16	53	Estelle Computers Private Limited	Negligible
Mukesh Golla	Chief Research & Development Officer	7,21,88,135	B.Tech	20	16-Aug-16	44	NA	Negligible
Sanjay Lodha	Chairman & Managing Director	2,06,20,006	Post Graduate Diploma in Business Management	25	16-Aug-16	53	NA	28.30%
Tushar Agarwal	VP Sales & Solutions	1,65,05,009	B.Tech	12	16-Aug-16	39	NA	Negligible
Anuj Kumar	Assistant Director - Customer Support	1,61,45,458	BSC	19	16-Aug-16	47	NA	Negligible
Vivek Lodha	Whole Time Director	1,56,28,337	B.Com	15	16-Aug-16	49	NA	14.15%
Navin Lodha	Whole Time Director	1,56,28,337	B.Com	25	16-Aug-16	51	NA	14.15%
Niraj Lodha	Whole Time Director	1,56,28,337	B.Com	15	16-Aug-16	48	NA	14.15%
Swastik Chakraborty	VP-Technology	94,31,772	MSC	25	03-07-2024	49	Intel Solutions and Services Private Limited	Negligible

Notes:

The remuneration of those employees who have exercised stock options during the year includes the exercise value of the stock option i.e
market value of the stock at the time of exercise during the year determined in accordance with the provisions of the income tax act 1961.
Except all, Directors haven''t been granted any stock options and remuneration of Mr. Swastik Chakraborty doesn''t include exercise value as
he was not eligible to exercise the same during the year.

Remuneration to Mr. Sanjay Lodha, Mr. Niraj Lodha, Mr. Navin Lodha and Mr. Vivek Lodha includes commission on profits for the FY 2023-24
received by them in the financial year 2024-25 subject to the approval of shareholders in the AGM of the Company

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

During the year under review, subject to the approval of the members in the ensuing Annual General Meeting, the
Managing Director and Whole Time Directors are entitled to Commission on the profits of the Company, details whereof
will be disclosed in the Notice of the Annual General Meeting of the Company.

Further, following are the employees employed throughout the financial year, was in receipt of remuneration for that
year which, in the aggregate, was not less than one crore and two lakh rupees or if employed part of the financial year
was receipt in remuneration of more than Rupees eight lakh and fifty thousand rupees per month:

Name of the Employees	Designation	Remuneration received
Hirdey Vikram	Chief Sales and Marketing Officer	''17,48,56,375
Mukesh Golla	Chief Research & Development Officer	''7,21,88,135
Hemant Agrawal	Chief Operating Officer	''7,21,88,135
Sanjay Lodha	Chairman & Managing Director	''2,06,20,006
Tushar Agarwal	VP Sales & Solutions	''1,65,05,009
Anuj Kumar	Assistant Director - Customer Support	''1,61,45,458
Vivek Lodha	Whole Time Director	''1,56,28,337
Navin Lodha	Whole Time Director	''1,56,28,337
Niraj Lodha	Whole Time Director	''1,56,28,337
Swastik Chakraborty	VP - Technology	''94,31,772

Corporate Governance

The corporate governance philosophy of your Company
is derived by the interest of the stakeholders and focuses
on the fairness, transparency and business needs of the
organisation. Your Company believes that executing strategy
effectively and generating shareholder value over the long
term requires high standards of corporate governance.
The Company always makes constant efforts to set new
benchmarks in corporate excellence.

In terms of SEBI Listing Regulations, a separate section
on "Corporate Governance" with a compliance report
on corporate governance and a certificate from
M/s. P.C Jain & Company, Practicing Company Secretaries
[FRN: P2016HR051300], Secretarial Auditors of the Company
regarding compliance with the conditions of Corporate
Governance, has been provided in this Annual Report.

A certificate of the Managing Director and Chief Financial
Officer of the Company in terms of Part B of Schedule II of SEBI
Listing regulations, inter-alia, confirming the correctness of
the financial statements and cash flow statements, adequacy
of the internal control measures and reporting of matters
to the Audit Committee, is also annexed as annexure with
report on Corporate Governance.

Employees Stock Option Plan of the
Company

Your Company introduced employee recognition schemes
in the form of ESOPs and such tools have been constructive
in acknowledging employee''s contributions in the success
of the organisation. The objective of the said ESOPs is to
enhance employee motivation, and enable employees to
participate, directly or indirectly, in the long-term growth
and success of your Company. Also, such tools act as a
retention mechanism by enabling employee participation in
the business as its active member.

During the reporting year under review, the Nomination and
Remuneration Committee allotted 2,88,000 equity shares of
''2/- each pursuant to exercise of employee stock options by
eligible employees under the Netweb Employee Stock Option
Plan 2023. Also, during the year, 4935 stock options were
granted to the eligible employees of the Company.

Disclosures on details of options granted, shares allotted
upon exercise, etc. as required under the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 are set out in ANNEXURE
B to this Report. The same is uploaded on the website of
the Company at https://netwebindia.com/investors/Stock-
Exchange-Filing.php. Further, details of options granted and
exercised are included in the notes to accounts forming part
of financial statements.

Internal financial control and its adequacy

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

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submits its
responsibility Statement:

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

(ii) That the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of the Company
at the end of the financial year 2024-25 and of the profit
or loss of the Company for the year for the same period;

(iii) That the Directors have taken proper and sufficient care
for the maintenance of the adequate accounting records
in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts
on a going concern basis.

(v) That the Directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and were
operating effectively

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

Report on Management Discussion &

Analysis and Corporate Governance

Pursuant to the SEBI Listing Regulations 2015, Management
Discussion and Analysis Report, Report on Corporate
Governance, Certificate pursuant to Schedule V read
with Regulation 34 (3) of the SEBI Listing Regulations and
the declaration by the Chairman and Managing Director
regarding affirmations for compliance with the Company''s
Code of Conduct are forming part of the Annual report for
the year under review.

• Details of Directors and Key Managerial Personnel (KMP)

Presently, the details of the Board of Directors and Key managerial personnel of the Company comprise the following
as of the closure of the financial year 2024-25:

S. No	Name	Designation	DIN/PAN
1.	Mr. Sanjay Lodha	Managing Director	00461913
2.	Mr. Vivek Lodha	Whole Time Director	00461917
3.	Mr. Navin Lodha	Whole Time Director	00461924
4.	Mr. Niraj Lodha	Whole Time Director	00746701
5.	Mr. Mrutyunjay Mahapatra	Independent Director	03168761
6.	Mr. Vikas Modi	Independent Director	10049413
7.	Mr. Jasjeet Singh Bagla	Independent Director	10043442
8.	Mrs. Romi Jatta	Independent Director	10045383
9.	Mr. Ankit Kumar Singhal	Chief Financial Officer	CDTPS2620G
10.	Mr. Lohit Chhabra	Company Secretary & Compliance Officer	ARVPC3562B

During the year 2024-25, Mr. Prawal Jain resigned from the designation of Chief Financial Officer of the Company
on November 14, 2024. Mr. Ankit Kumar Singhal was appointed as the Chief Financial Officer of the Company w.e.f
November 15, 2024. There have been no changes in the Board of Directors during the year under review. During the
financial year 2024-25, the Board of Directors had met 6 times. The attendance of the Directors is as mentioned below:

Name of the Directors	Number of meetings attended/total meetings held during the FY 2024-25
	No. of Board Meetings held during their tenure	No. of Board Meetings attended
Mr. Sanjay Lodha	6	6
Mr. Vivek Lodha	6	4
Mr. Navin Lodha	6	6
Mr. Niraj Lodha	6	4
Mr. Mrutyunjay Mahapatra	6	6
Mr. Vikas Modi	6	6
Mr. Jasjeet Singh Bagla	6	5
Mrs. Romi Jatta	6	6

Disclosure as per requirement of Section 134(3)(m) of
Companies Act, 2013 and Rule 8(3) Of The Companies
(Accounts) Rules, 2014

Information as required under Section 134(3)(m) on
conservation of energy, Technology Absorption and Foreign
exchange Earning and outgo stipulated under section 134(3)
(m) of the Companies Act 2013 read with rule 8(3) of the
Companies (Accounts) Rules 2014 are given in Annexure C.

Auditors and Auditors Report

• Statutory Auditors

M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants,
Firm Registration No 000756N/N500441 of ICAI, was
appointed as Statutory Auditor of the Company on
September 22, 2022 for 5 years. They have conducted
the statutory audit for the financial year 2024-25. The
Independent Auditor''s Report is forming part of the
Annual Report. There have been no qualifications,
reservation, disclaimer or adverse remarks given in
the report.

• Secretarial Auditors

M/s P.C Jain & Co, Practising Company Secretaries
[FRN: P2016HR051300] were appointed as Secretarial
Auditors of the Company for the financial year 2024¬
25 by the Board of Directors on May 01, 2024 for
conducting the secretarial audit. The Secretarial Audit
Report is attached as Annexure D. There have been no
qualifications, reservations or adverse remarks given in
the report.

Further, the Board has appointed M/s P.C Jain & Co,
Practising Company Secretaries as the Secretarial
Auditor of the Company for the next 5 financial
years from FY 2025-26 till FY 2029-30 subject to the
approval of the shareholders in the ensuing Annual
General Meeting.

Further the Company doesn''t have any material unlisted
subsidiary Company, so the Company is not required to
give details of the secretarial audit of material unlisted
subsidiary Company.

• Cost Audit and Cost Auditors

In terms of Section 148 of the Act read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014 ("Cost

Audit Rules"), Company is required to maintain cost
audit records and conduct cost audit of such records
under Rule 4 of Cost Audit Rules. Towards this end,
M/s Sunny Chhabra & Co, Practicing Cost Accountants
[M. No 32469] were appointed as Cost Auditors of the
Company for the financial year 2024-25 by the Board of
Directors on May 01, 2024 for conducting Audit of Cost
records. The Board has recommended its remuneration
to the Shareholders for ratification at the ensuing
Annual General Meeting. The said report submitted by
the auditor will be filed with the Ministry of Corporate
Affairs. There were no qualifications, reservation, or
adverse remarks by the Cost Auditors in their report
for FY 2024-25.

Further, the Board has re-appointed M/s Sunny Chhabra
& Co, Practicing Cost Accountants as the Cost Auditor of
the Company for financial year 2025-26 on July 31,2025.

• Internal Auditors

M/s Sanmarks & Associates, Chartered Accountants
[FRN: 003343N] was appointed as Internal Auditors of
the Company for the financial year 2024-25 by the Board
of Directors on May 1, 2024. They conducted the audit
as prescribed under section 138 of the Companies Act,
2013. Their report was discussed and deliberated by
the Audit Committee of the Company. The Board has
re-appointed M/s Sanmarks & Associates, Chartered
Accountants as the Internal Auditors of the Company
for the financial year 2025-26.

• Compliance with Secretarial Standards

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards viz. SS-1 on Meetings of the Board
of Directors and SS-2 on General Meetings as issued
by the Institute of Company Secretaries of India and
approved as such by the Central Government pursuant
to Section 118(10) of the Companies Act, 2013. Your
Directors confirm the compliance of the Secretarial
Standards during the year under review.

• Listing on Stock Exchanges

The Company''s shares are listed on BSE Limited ("BSE")
and the National Stock Exchange of India Limited
("NSE").

In accordance with the provisions of the Companies
Act, Mr. Niraj Lodha (DIN: 00746701), being the longest
in the office is liable to retire by rotation and being
eligible, offers himself for reappointment. Accordingly,
a resolution seeking his re-appointment is given in the
notice of the 26^th Annual General Meeting.

Declaration of Independent Directors of the
Company

There are 4 Independent Directors in the Company during
the financial year 2024-25. All Independent Directors have
submitted declarations confirming that they meet/continue
to meet, as the case may be, the criteria of Independence
under sub-section (6) of section 149 of the Act and Regulation
16(1) (b) of the SEBI Listing Regulations and their continued
registration in the databank as maintained by the Indian
Institute of Corporate Affairs ("IICA") in line with Rule 6(3) of
the Companies (Appointment and Qualifications of Directors)
Rules, 2014.

Pursuant to Schedule IV to the Act and SEBI Listing
Regulations, a separate meeting of Independent Directors
was held on March 15, 2025, without the attendance of non¬
independent Directors and members of Management.

Also, the Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV of the
Act and have confirmed that they are in compliance with
the Code of Conduct for Directors and Senior Management
personnel formulated by the Company. In the opinion of
the Board, there has been no change in the circumstances,
which may affect their status as Independent Director of
the Company and the Board is satisfied with the integrity,
expertise, experience including proficiency of all the
Independent Directors on the Board.

Performance Evaluation

The Board of Directors, on the basis of criteria specified by
the policy for Annual Evaluation of Performance of the Board,
its Committees and Directors, has carried out an annual

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Jasjeet Singh Bagla	Chairperson	6	6
Mrs. Romi Jatta	Member	6	6
Mr. Vikas Modi	Member	6	6
Mr. Sanjay Lodha	Member	6	6

Further, Company''s policy on appointment of directors and remuneration including criteria for determining qualifications,
positive attributes, independence of Directors etc is specified in the Nomination and Remuneration Policy of the
Company. The NRC Policy of the Company is available on the website of the Company at https://netwebindia.com/
investors/Nomination%20and%20Remuneration%20Policy.pdf.

Audit Committee

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Vikas Modi	Chairperson	6	6
Mr. Mrutyunjay Mahapatra	Member	6	6
Mr. Sanjay Lodha	Member	6	6

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Sanjay Lodha	Chairperson	2	2
Mr. Navin Lodha	Member	2	2
Mr. Jasjeet Singh Bagla	Member	2	2

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

• Risk Management Committee

Involvement of various types of risks is prone to almost all types of industries and the management of your Company
is aware of it and is in the process of identification, assessment and mitigation of such risks. The Company has framed
a Risk Management Policy to identify and assess the risk areas, monitor and report compliance and effectiveness of
the policy and procedure. The Policy seeks to create transparency, minimise adverse impact on the business objectives
and enhance the Company''s competitive advantage. Company has constituted Risk Management Committee consisting
of the following members and their attendance in the meeting of the Committee held during the year:

Name of the Member	Position in the Committee	No of meetings in which the member is entitled to attend	No of meetings attended by the members
Mr. Mrutyunjay Mahapatra	Chairperson	2	2
Mr. Sanjay Lodha	Member	2	2
Mr. Navin Lodha	Member	2	1

evaluation of its own performance, Board committees, and
individual directors pursuant to the provisions of the Act
and SEBI Listing Regulations. The performance of the Board
was evaluated by the Board after seeking inputs from all the
directors based on criteria such as the board composition
and structure, effectiveness of board processes, information
and functioning, etc.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members
on the basis of the criteria, such as the composition of
committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors based on
criteria such as the contribution of the individual director
to the board and committee meetings like preparedness
on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. At the board
meeting that followed the meeting of the independent
directors and meeting of the Nomination and Remuneration
Committee, the performance of the Board, its Committees,
and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.
There are no such observations given during the evaluation.

Nomination and Remuneration Committee

CSR Committee

Further, the independent directors of the Company, at their
separate meeting held during the financial year 2024-25,
reviewed the performance of non-independent directors,
the board of directors as a whole, the performance of the
Chairperson of the Company and assessed the quality,
quantity and timeliness of flow of information between the
Management of the Company and the Board that is necessary
for the Board of directors to effectively and reasonably
perform their duties.

Familiarisation Program of
Independent Directors

Details of the familiarisation program are provided in
the Corporate Governance Report, forming part of the
Annual Report of the Company. Web link of familiarisation
programme undertaken for Independent Directors is
https://netwebindia.com/investors/Disclosure-under-
Regulation-46.php.

Committees of the Board and
related Policies

During the year 2024-25, in compliance with the SEBI listing
regulations, the Company has constituted mandatory
committees as mentioned below. The number of meetings
held during the year and the participation of the members
in the meetings are mentioned below.

• Stakeholders Relationship Committee

Risk Management Policy is available on the Company''s
website at https://netwebindia.com/investors/Risk%20
Management%20Policy.pdf.

Corporate Social Responsibility

The brief outline of the CSR Policy of the company and the
initiatives undertaken by the Company on CSR Activities
during the year are set out in Annexure E of this report in the
format as prescribed in the Company (CSR Policy) Rules 2014.
CSR policy of the Company is available on the website of the
Company at https://netwebindia.com/investors/Revised-
CSR-Policy.pdf.

Disclosure under The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe
workplace for every woman employee working with your
Company. Your Company has a policy on the prevention
of sexual harassment at the workplace which is in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules thereunder. Your Company has complied with
the provisions relating to the constitution of the Internal
Complaints Committee (ICC) and the same has been duly
constituted in compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Also, the Company had organised training programs
concerning sexual harassment from time to time, for its
employees and staff. The said training programs and
workshops helped create the necessary awareness and

encourage a cooperative environment in the organisation.
Details on complaints as required to present are as follows:

The number of sexual harassment
complaints received during the year:

Nil

The number of such complaints disposed of
during the year:

Not Applicable

The number of cases pending for a period
exceeding ninety days:

Not Applicable

Maternity Benefits

Your Company is in compliance of the Maternity Benefit
Act, 1961.

Business Responsibility and Sustainability
Report (BRSR)

A Business Responsibility and Sustainability Report as per
Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, detailing the various initiatives taken by
your Company on the environmental, social and governance
front, forms an integral part of the Annual Report.

The Company has prepared this BRSR Report containing a
report of responsible business practices of the Company
during financial year 2024-25. The ESG Committee was
constituted by the Board, to discharge its oversight

responsibility on matters related to organisation-wide ESG
initiatives, priorities and leading ESG practices. The ESG
Committee consists of the following members:

Name of the Member	Position in the Committee
Mr. Vivek Lodha	Chairperson
Mr. Ankit Kumar Singhal	Member
Mrs. Chhavi Bahal	Member
Mrs. Swapnil	Member
Mr. Lohit Chhabra	Member

Vigil Mechanism

The Company has a Whistle Blower Policy cum Vigil
Mechanism for directors and employees in conformation
with Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulations, to report genuine concerns and grievances
about illegal and unethical practices. This Policy is available
on the Company''s website at https://netwebindia.com/
investors/Whistle%20blower%20policy.pdf.

Details in respect of Fraud reported by Auditors under
sub-section (12) of section 143 other than those which are
reportable to central government

During the year under review, auditors of the Company viz.
statutory auditor, secretarial auditor and cost auditor has

not reported to the Audit Committee any instances of fraud
committed against the Company by its officers or employees,
the details of which would need to be mentioned in this
Report under Section 143 (12) of the Companies Act, 2013.

Cautionary Statement

The information in the Annual report describing the
Company''s objectives and projections may constitute
''forward looking statements'' within the meaning of
applicable rules, laws and regulations. Although, the actual
results may differ.

ACKNOWLEDGEMENT

We thank our stakeholders including our clients, vendors,
investors, bankers and employees for their continued
support. We place on record our appreciation for the
contribution made by our employees at all levels. Our
consistent growth was made possible by their hard work,
solidarity, cooperation and support.

We thank the Government of India, the Ministry of Corporate
Affairs, the Central Board of Direct Taxes, the Central Board
of Indirect Taxes and Customs, GST authorities, Stock
Exchanges and Securities and Exchange Board of India (SEBI),
various departments under the state governments for their
support, and look forward to their continued support in
the future.

By order of Board of Directors

For Netweb Technologies India Limited

Place: Faridabad Sanjay Lodha

Date: July 31, 2025 Chairman and Managing Director

DIN:00461913

---

Mar 31, 2024

The Directors have the pleasure in presenting before you the Twenty-Fifth (25^th) Annual Report of Netweb Technologies India Limited (formerly known as Netweb Technologies India Private Limited) (''Company'') for the financial year ended March 31, 2024 along with Audited Financial Statements and Auditors'' Report thereon.

Financial Performance of the Company

During the year, the financial performance of the Company, set a new milestone for its future performance. Below is the summary of the financial performance of the Company for the year.

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

State of affairs, Operation of the Company and Future Outlook

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

During the year under review, the total income of the Company is increased from '' 4,456.50 million to ''7,359.62 million, EBITDA increased from '' 706.93 million to '' 1144.16 million and profit after tax increased from '' 469.36 million to 759.03 million. All the financial aspects of the Company have shown steady and excellent growth.

The detailed analysis on the state of affairs, operation of the Company and future outlook is explained in the Management discussion and analysis report forming part of the Annual Report of the Company for the year under review.

Transfer to Reserves

The same is disclosed in the note no. 15 notes to the financial statements for the financial year 2023-24 forming part of the Annual Report for the year under review.

Dividend and Dividend Distribution Policy

In compliance with regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure

requirements) Regulations 2015, the Company has adopted the Dividend Distribution Policy of the Company during FY 2023-24.

The Policy is available at https://netwebindia.com/investors/ Dividend%20Distribution%20Policy.pdf. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders.

Subject to the approval of the Members in the 25^th Annual General Meeting, the Board of Directors recommends a final dividend of '' 2.00 per equity share for the financial year 2023-24 to the shareholders of the Company i.e. 100% of the face value of shares of the Company. The proposed dividend is recommended for approval of the Members in compliance of the Dividend Distribution Policy of the Company.

The Board has decided to keep the remaining amount of profit as reserve for the growth of the Company.

The Dividend, if approved by the Members in the ensuing Annual General Meeting will be paid within 30 days of the Annual General Meeting.

Also, pursuant to the provisions of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend paid or distributed by the Company on or after April 1,2020, shall be taxable in the hands of the Members.

Issued Share Capital and Authorised Capital

During the financial year 2023-24, there was no change in the Authorized Share Capital of the Company. The Authorized Share capital stands at '' 15,00,00,000 [Rupees Fifteen Crores only].

However, the issued and paid-up share capital increased during the financial year 2023-24. The details of the increase in the issued and paid-up share capital are presented in the below table:

The Company shall, therefore, deduct tax at source (TDS) at the time of making the payment of dividends to the shareholders. The Register of Members and Share Transfer Books of your Company shall remain closed from 10.08.2024 to 17.08.2024 (both days inclusive). The record date is 09.08.2024 for the purpose of determining eligible shareholders for the purpose of payment of dividends.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

(Amount in '')
Particulars	No of Shares [Issued and Paid-up Capital]	Share Capital Amount [Issued and Paid-up Capital]
At the beginning of the financial year 2023-24	5,09,23,980	10,18,47,960
Add:
Through Private Placement	10,20,000	20,40,000
Initial Public Offering of the Company	41,21,000	82,42,000
Shares issued under the Employee Stock Options Scheme	3,00,888	6,01,776
At the end of the financial year 2023-24	5,63,65,868	11,27,31,736
Note : Face value of equity shares is '' 2 per share.

Equity Shares with differential Voting Rights

The Company hasn''t issued any equity shares with differential voting rights.

Report on the utilisation of proceeds of the Initial Public Offer raised during the financial year 202324.

The Company has appointed ''CRISIL Ratings Limited'' as the monitoring agency to monitor the utilization of the issue proceeds from the Initial Public offer of the Company raised during the financial year 2023-24. The Monitoring agency has duly submitted its report on a quarterly basis to the Audit Committee and the Board of Directors. The Audit Committee and Board of Directors duly took note of the same and filed it with the stock exchange as required under Regulation 32(6) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There were no deviations or variations in the utilization of issue proceeds from the objects as stated in the offer document for Public Issue of shares of the Company.

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

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

Deposits

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

Material changes and commitments affecting the financial position of the Company

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

Credit Ratings

The details of Credit ratings on the Bank facilities availed by the Company as provided by CRISIL Ratings Limited are as follows:

Date Credit Rating

April 12, 2023 Long Term Rating: A-/Stable (Reaffirmed) Short Term Rating: A2 (Reaffirmed)

Particulars of Loans, Guarantees or Investments

The Company has adhered to the provisions of Section 186 and other applicable provisions of the Companies Act, 2013 in respect of loans, advances and investments made by the Company during financial year 2023-24 and particulars of such loans, advances and investment have been provided in the audited financial statements of the Company forming part of this Annual Report.

Particulars of contracts or arrangements made with Related Parties

The Company has adopted a related party transaction policy in compliance with the requirements of the Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at https://netwebindia.com/investors/ RPT%20Policy.pdf. All related party transactions that were entered into during the financial year ended March 31,2024, were on an arm''s length basis and were in the ordinary course of business. Further, during the year, your Company has not entered into contracts or arrangements or transactions with the related parties which could be considered as ''material'' in accordance with the Policy of the Company on materiality of Related Party Transactions and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These transactions are in the ordinary course of business and are on an arm''s length basis. In view of the above, disclosure in Form AOC-2 is not applicable.

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

Name	Ratio of Remuneration to the median remuneration of employees	% Increase in remuneration in the financial year
Chief Financial Officer
Mr. Prawal Jain	14.75	NA
Company Secretary
Mr. Lohit Chhabra	2.94	NA

Notes:

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

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

(iii) Only Sitting fee was paid to Independent Directors during the year under review.

Annual Return

As per the requirements of Section 92(3) of the Act and rules framed thereunder, including any statutory modifications/ amendments thereto for the time being in force, the annual return in form MGT-7 for FY 2023-24 shall be placed on the Company''s website. The same can be accessed at www. netwebindia.com/investors/corporategovernance.html.

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

During the FY 2023-24, no notices or orders or any directions by any regulator, statutory and quasi-judicial body, court or tribunal were received by the Company which could have affected the working and/or the performance of the Company or going concern status of the Company. There had been no instances of settlement with any bank. There had been no corporate insolvency application filed against the Company under any court or any judicial body.

Details of Subsidiary/ Holding / Joint Venture/ Associate Companies

The Company has only one subsidiary company named Netweb Foundation, a Company incorporated under section 8 of the Companies Act, 2013. Company, along with its nominee, is holding 100% equity shares of Netweb Foundation. By virtue of it being a section 8 company, the consolidation of the financial statements is not required. Form AOC-1 is attached as Annexure A.

Further, during the financial year 2023-24, no company became or ceased to become a subsidiary or joint venture or associate company of your Company.

Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each director & KMP to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio of Remuneration to	% Increase in
	the median remuneration	remuneration in the
	of employees	financial year
Managing Director & Whole Time Directors
Mr. Sanjay Lodha	38.87	48.31%
Mr. Navin Lodha	30.35	46.06%
Mr. Niraj Lodha	30.35	46.06%
Mr. Vivek Lodha	30.35	43.85%
Independent Directors
Mr. Mrutyunjay Mahapatra	2.98	NA
Mr. Vikas Modi	3.78	NA
Mrs. Romi Jatta	2.61	NA
Mr. Jasjeet Singh Bagla	1.92	NA

b. The percentage increase in the median remuneration of employees in the financial year is (1.18%).

c. The number of permanent employees on the rolls of Company are 362 as on March 31,2024.

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

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

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

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

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

Notes :

Except for Directors, as they haven''t been granted any stock options, the remuneration of all other employees provided in the above table includes the value of perquisites i.e value of the stock option exercised during the financial year.

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

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

During the year under review, subject to the approval of the members in the ensuing Annual General Meeting, the Managing Director and Whole Time Directors are entitled to Commission on the profits of the Company, details whereof will be disclosed in the Notice of the Annual General Meeting of the Company.

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

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

Corporate Governance

The corporate governance philosophy of your Company is derived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organization. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. The Company always makes constant efforts to set new benchmarks in corporate excellence.

In terms of SEBI Listing Regulations, a separate section on "Corporate Governance" with a compliance report on corporate governance and a certificate from M/s. P.C Jain & Company, Practicing Company Secretaries, Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, has been provided in this Annual Report.

A certificate of the Managing Director and Chief Financial Officer of the Company in terms of Part B of Schedule II of SEBI Listing regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed with report on Corporate Governance.

Employees Share Option Plan of the Company

Your Company introduced employee recognition schemes in the form of ESOPs and such tools have been constructive in acknowledging employee''s contributions in the success of the organization. The objective of the said ESOPs is to enhance employee motivation, and enable employees to participate, directly or indirectly, in the long-term growth and success of your Company. Also, such tools act as a retention mechanism by enabling employee participation in the business as its active member.

nn

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

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in ANNEXURE B to this Report. The same is uploaded on the website of the Company at https://netwebindia.com/ investors/Stock-Exchange-Filing.php. Further, details of options granted and exercised are included in the notes to accounts forming part of financial statements.

Internal financial control and its adequacy

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

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give

true and fair view of the state of affairs of the Company at the end of the financial year 2023-24 and of the profit or loss of the Company for the year for the same period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

Report on Management Discussion & Analysis and Corporate Governance

Pursuant to the SEBI Listing Regulations 2015, Management Discussion and Analysis Report, Report on Corporate Governance, Certificate pursuant to Schedule V read with Regulation 34 (3) of the SEBI Listing Regulations and the declaration by the Chairman and Managing Director regarding affirmations for compliance with the Company''s

Code of Conduct are forming part of the Annual report for the year under review.

Disclosure as per requirement of Section 134(3) (m) of Companies Act, 2013 and Rule 8 (3) Of The Companies (Accounts) Rules, 2014

Information as required under Section 134(3)(m) on conservation of energy, Technology Absorption and Foreign exchange Earning and outgo stipulated under section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure C.

Auditors and Auditors Report Statutory Auditors

M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants, Firm Registration No 000756N/N500441 of ICAI, was appointed as Statutory Auditor of the Company on 20.09.2022 for 5 years. They have conducted the statutory audit for the financial year 2023-24. The Independent Auditor''s Report is forming part of the Annual Report. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report.

Secretarial Auditors

M/s P.C Jain & Co, Practising Company Secretaries [FRN: P2016HR051300] were appointed as Secretarial Auditors of the Company for the financial year 2023-24 by the Board of Directors on 19.05.2023 for conducting secretarial audit. The secretarial Audit Report is attached as Annexure D. There have been no qualifications, reservation, disclaimer or adverse remarks given in the report except as follows:

S.no Observations	Management Reply
1. During the period under review, there was a violation	The matter was discussed in the Audit Committee meeting
of Code of Conduct under Regulation 9 of SEBI	and after taking into account various aspects of the instant
(Prohibition of Insider Trading) Regulations, 2015 by	matter inter alia concerned Designated Person''s long-term
one Designated Person (DP) regarding the execution	association with the Company and conduct throughout the
of trade during the trading window closure period &	tenure and also being the first instance, the Audit Committee
the same has been intimated to the Stock Exchange(s).	has directed to issue a warning letter to her. The matter was reported to the stock exchange timely. Further, the said matter does not have any material adverse effect on the financials of the Company or on the functioning of the Company.
Further, the Board has re-appointed M/s P.C Jain & Co,	as Cost Auditors of the Company for the financial year 2023-
Practising Company Secretaries as the Secretarial Auditor of	24 by the Board of Directors on 19.05.2023 for conducting
the Company for financial year 2024-25.	Audit of Cost records. Cost audit has been conducted by M/s Sunny Chhabra & CO., Cost Accountants. The said report will
Cost Audit and Cost Auditors	be filed with the Ministry of Corporate Affairs. There were no qualifications, reservation, disclaimer or adverse remarks by
In terms of Section 148 of the Act read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 ("Cost Audit	the Cost Auditors in their report for FY 2023-24.
Rules"), Company is required to maintain cost audit records	Further, the Board has re-appointed M/s Sunny Chhabra &
and conduct cost audit of such records under Rule 4 of Cost	Co, Practicing Cost Accountants as the Cost Auditor of the
Audit Rules. Towards this end, M/s Sunny Chhabra & Co, Practicing Cost Accountants [M. No 32469] were appointed	Company for financial year 2024-25.

Internal Auditors

M/s Sanmarks & Associates, Chartered Accountants [FRN: 003343N] was appointed as Internal Auditors of the Company for the financial year 2023-24 by the Board of Directors on May 19, 2024. They conduct the audit as prescribed under section 138 of the Companies Act, 2013. Their report was discussed and deliberated by the Audit Committee of the Company. The Board has re-appointed M/s Sanmarks & Associates, Chartered Accountants as the internal auditors of the Company for the financial year 2024-25.

Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards as issued by the Institute of Company Secretaries of India and approved as such by the Central Government pursuant to Section 118(10) of the Companies Act, 2013. Your Directors confirm the compliance of the Secretarial Standards during the year under review.

Details of Directors and Key Managerial Personnel (KMP)

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

S. No	Name	Designation	DIN/PAN
1.	Mr. Sanjay Lodha	Managing Director	00461913
2.	Mr. Vivek Lodha	Whole Time Director	00461917
3.	Mr. Navin Lodha	Whole Time Director	00461924
4.	Mr. Niraj Lodha	Whole Time Director	00746701
5.	Mr. Mrutyunjay Mahapatra	Independent Director	03168761
6.	Mr. Vikas Modi	Independent Director	10049413
7.	Mr. Jasjeet Singh Bagla	Independent Director	10043442
8.	Mrs Romi Jatta	Independent Director	10045383
9.	Mr. Prawal Jain	Chief Financial Officer	AAMPJ9412F
10.	Mr. Lohit Chhabra	Company Secretary & Compliance Officer ARVPC3562B
There have been no changes in the Board of Directors and Key Managerial Personnel during the year under review. During the financial year 2023-24, the Board of Directors had met 8 times. The attendance of the Directors is as mentioned below:
Name of the Directors		Number of meetings attended/total meetings held during the FY 2023-24
		No. of Board Meetings held during their	No. of Board Meetings
		tenure	attended
Mr. Sanjay Lodha		8	8
Mr. Vivek Lodha		8	6
Mr. Navin Lodha		8	8
Mr. Niraj Lodha		8	4
Mr. Mrutyunjay Mahapatra		8	8
Mr. Vikas Modi		8	8
Mr. Jasjeet Singh Bagla		8	6
Mrs. Romi Jatta		8	7

There are 4 Independent Directors in the Company during the financial year 2023-24. All Independent Directors have submitted declarations confirming that they meet/continue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations.

In accordance with the provisions of the Companies Act, Mr. Vivek Lodha (DIN: 00461917), being the longest in the office is liable to retire by rotation and, being eligible, offers himself for reappointment. Accordingly, a resolution seeking his re-appointment is given in the notice of the 25^th Annual general meeting.

Pursuant to Schedule IV to the Act and SEBI Listing Regulations, a separate meeting of Independent Directors was held during the financial year 2023-24 without the attendance of non-independent Directors and members of Management.

Performance Evaluation

The Board of Directors, on the basis of criteria specified by the policy on performance evaluation, has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the

directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

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

Management of the Company and the Board that is necessary for the Board of directors to effectively and reasonably perform their duties.

Familiarization Program of Independent Directors

During the financial year 2023-24, the Independent Directors were apprised of the business strategies of the Company. Independent Directors also had a meeting with the functional heads of the Company wherein the functional heads briefed the Independent Directors about departments in the Company and their function in the Company. They were made aware about the policies and code of conduct of the Company. Further, the details of the training and familiarization program are provided in the Corporate Governance Report forming part of the Annual Report of the Company. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

Committees of the Board and related Policies

During the year 2023-24, in compliance with the SEBI listing regulations, the Company has constituted mandatory committees as mentioned below. The number of meetings held during the year and the participation of the members in the meetings are mentioned below:

Further, Company''s policy on appointment of directors and remuneration including criteria for determining qualifications, positive attributes, independence of directors etc is specified in Nomination and Remuneration Policy of the Company. The NRC Policy of the Company is available on the website of the Company at https://netwebindia.com/investors/Nomination%20 and%20Remuneration%20Policy.pdf.

Nomination and Remuneration Committee
Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of meetings attended
Mr. Jasjeet Singh Bagla	Chairperson	3	2
Mrs Romi Jatta	Member	3	3
Mr. Vikas Modi	Member	3	3
Mr. Sanjay Lodha	Member	3	3

Audit Committee
Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of meeting attended
Mr. Vikas Modi	Chairperson	5	5
Mr. Mrutyunjay Mahapatra	Member	5	5
Mr. Sanjay Lodha	Member	5	5
CSR Committee
Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of meeting attended
Mr. Sanjay Lodha	Chairperson	1	1
Mr. Navin Lodha	Member	1	1
Mr. Jasjeet Singh Bagla	Member	1	1

Stakeholders Relationship Committee
Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of meetings attended
Mrs. Romi Jatta	Chairperson	1	-
Mr. Sanjay Lodha	Member	1	1
Mr. Navin Lodha	Member	1	1
Risk Management Committee
Name of the Member	Position in the Committee	No of meeting in which member is entitled to attend	No of the meetings which member attended
Mr. Mrutyunjay Mahapatra	Chairperson	2	2
Mr. Sanjay Lodha	Member	2	2
Mr. Navin Lodha	Member	2	2

was not applicable to the Company for the financial year 2023-24. However, considering the environment, social and governance aspect of the performance of the Company and as a matter of good governance practice, the Company has voluntarily prepared this BRSR Report containing a report of responsible business practices of the Company during financial year 2023-24.

The ESG Committee was constituted by the Board with effect from May 01, 2024, to discharge its oversight responsibility on matters related to organization-wide ESG initiatives, priorities and leading ESG practices. The ESG Committee consists of the following members:

Name of the Member	Position in the Committee
Mr. Vivek Lodha	Chairperson
Mr. Prawal Jain	Member
Mrs. Chhavi Bahal	Member
Mrs. Swapnil	Member
Mr. Lohit Chhabra	Member

Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company''s website at https://netwebindia.com/investors/Whistle%20

Risk Management Policy is available on the Company''s website at https://netwebindia.com/investors/Risk%20 Management%20Policy.pdf.

Corporate Social Responsibility

The brief outline of the CSR Policy of the company and the initiatives undertaken by the Company on CSR Activities during the year are set out in Annexure E of this report in the format as prescribed in the Company (CSR Policy) Rules 2014. CSR policy of the Company is available on the website of the Company at https://netwebindia.com/investors/Revised-CSR-Policy.pdf.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe workplace for every woman employee working with your Company. Your Company has a policy on the prevention of sexual harassment at the workplace which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, the Company hasn''t received any complaints under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, as on the close of financial year 2023-24, no complaint was pending before the ICC for its resolution. Also, the Company had organized training programs concerning sexual harassment from time to time, for its employees and staff. The said training programs and workshops helped create the necessary awareness and encourage a cooperative environment in the organisation.

Risk Management

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

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

Business Responsibility and Sustainability Report (BRSR)

A Business Responsibility and Sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by your Company on the environmental, social and governance front, forms an integral part of the Annual Report.

The shares of the Company were listed on BSE and NSE on 27.07.2023. Post listing, Company was included in the list of top 1000 listed entities by market capitalization as on March 31, 2024, as per the list released by BSE and NSE. Therefore, BRSR reporting in terms of regulations 34(2)(f)

blower%20policy.pdf. We affirm that no personnel has been denied access to the audit committee.

Details in respect of Fraud reported by Auditors under sub-section (12) of section 143 other than those which are reportable to central government

During the year under review, auditors of the Company viz. statutory auditor, secretarial auditor and cost auditor has not reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report under Section 143 (12) of the Companies Act, 2013.

ACKNOWLEDGEMENT

We thank our stakeholders including our clients, vendors, investors, bankers and employees for their continued support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, Securities and Exchange Board of India (SEBI), various departments under the state governments for their support, and look forward to their continued support in the future.