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.

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

Issued Share Capital and Authorised Capital

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.

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:

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.

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:

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:

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.

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.

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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:

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:

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:

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.