The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘Nettlinx’) along with
the audited "Financial statement for the "Financial Year ended March 31, 2025. The Consolidated performance of the Company and its
subsidiaries has been referred to where required.

1. Financial summary/highlights:

The key highlights of the financial performance of the company during the period ended 31st March, 2025 has been as under:

lAmounts Rs In Lakhs)

2. Overview & state of the company’s affairs:

Revenues - standalone

During the year under review, the Company has recorded
an income of Rs. 2271.79 Lakhs and profit of Rs. 568.46
Lakhs as against the income of Rs. 1998.33 Lakhs and
profit of Rs. 633.85 Lakhs in the previous financial year
ending 31.03.2024.

Revenues - Consolidated

During the year under review, the Company has recorded
an income of Rs. 3,352.42 Lakhs and Profit of Rs. 824.78
Lakhs as against the income of Rs. 3,274.93 Lakhs and
profit of Rs. 814.94 Lakhs in the previous financial year
ending 31.03.2024.

3. Dividend:

Keeping the Company's growth plans in mind, your
directors have decided not to recommend dividend for the
year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the
Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the
company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its
Investor Relations engagement with International and
Domestic investors through structured conference-calls and
periodic investor/analyst interactions like individual
meetings, participation in investor conferences, quarterly
earnings calls and analyst meet from time to time. The
Company ensures that critical information about the
Company is available to all the investors, by uploading all
such information on the Company's website.

6. Material changes & commitment affecting the financial
position of the company:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred during the end of the Financial Year of the
Company to which the financial statements relate and the
date of the report.

7. Significant & material orders passed by the regulators
or courts or tribunals:

No significant or material orders have been passed against
the Company by the Regulators, Courts or Tribunals, which
impacts the going concern status and company's operations
in future.

8. Transfer of un-claimed dividend to Investor Education
and Protection:

The Company has not transferred any amount against un¬
claimed dividend to Investor Education and Protection Fund
during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. Venkateswara Rao
Narepalem as a Nodal Officer for the purpose of I EPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with
the relevant circulars and amendments thereto, the amount
of dividend remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred
to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government

During the Year, the Company has not transferred any
amount to Investor Education and Protection Fund.

11. Revision of financial statements:

There was no revision of the financial statements for the
year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature
of business during the FY 2024-25.

13. Deposits from public:

The Company has not accepted any public deposits during
the Financial Year ended March 31, 2025 and as such, no
amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during
the Financial Year ended March 31,2025, there has been no
non-compliance with the requirements of the Act.

14. Depository System:

SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from 1st April
2019. In view of the numerous advantages offered by the
Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail of the
facility of dematerialization from either of the depositories.

The Company has, directly as well as through its RTA, sent
intimation to shareholders who are holding shares in
physical form, advising them to get the shares
dematerialized.

15. Subsidiary companies:

Your Company has Five subsidiaries namely Nettlinx
Technologies Private Limited, Nettlinx Realty Private
Limited, Sri Venkateswara Green Power Projects Limited,
Salion SE and Nettlinx INC as on March 31,2025.

In accordance with Section 129(3) of the Act, Consolidated
Financial Statements have been prepared which form part of
this Annual Report. As required under Section 129(3) of the
Act read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the
financial statements of the subsidiaries in the prescribed
form AOC-1 is enclosed as Annexure - 1 to this Report.

In accordance with Section 136 of the Act, the separate
audited accounts of the subsidiary companies will be
available on the website of the Company, www.netlinx.com
and the Members desirous of obtaining the accounts of the
Company's subsidiaries may obtain the same upon request.
These documents will be available for inspection by the
members, till the date of AGM during business hours at
registered office of the company.

The Policy for determining Material Subsidiaries, adopted
by your Board, in conformity with the SEBI Listing
Regulations can be accessed on the Company's website at
www.netlinx.com.

16. Performance highlights of key operating subsidiaries:

a. Nettlinx Technologies Private Limited

Nettlinx Technologies Private Limited is a wholly owned
subsidiary of Nettlinx Realty Private Limited. Nettlinx
Technologies Private Limited is a global Information
Technology company which provides Information
Technology Support Services in field of System
Administration, System Architect, Datacenter Support,
Business Continuity, Disaster Recovery, Storage, Backup
and Virtualization.

In the rapidly changing technology world, Enterprises
recognize that all of the new technology products they want
to deploy - IoT, serverless, containers, hybrid cloud, AI -
require a robust, flexible, secure, self-healing, software &
hardware driven high quality equipment & devices that can
be integrated, leading to a seamless hyper converged
technological advantage to achieve efficient productivity
with commercially viable pricing and sustained after sales
service extended model. We work 24/7. The support
includes:

- Servers, Routers & Networks Switches

- Cabling, Wireless equipment & Wi-Fi devices

- Firewalls

- Projectors

- DLP (Digital Light Processing)

- Projectors - LCD (Liquid Crystal Display)

- Mobile Jammers

- Printers / Photocopiers/ Scanners

- Internal LAN projects

- CCTV and security surveillance

- Biometric

- Technical Manpower Services

- Web Hosting Services

- Co-location Services - Managed Data Centre Services

b. Nettlinx Realty Private Limited

The Company, several years back, has acquired a land at
Gachibowli at Hyderabad. The company has transferred the
land in Nagpur to an LLP for development which is currently
under process. We should be able to monetize this over next
3 to 4 years The Company has initiated the process of
considering possible tie up with leading Companies to jointly
leverage this land bank for possible conversion into
residential / commercial property development projects.

c. Salion SE

Salion SE is a subsidiary of Nettlinx Limited. It has acquired
95% of Salion SE of Germany

Salion SE is an Management consultant company based
out of Berlin, Germany.

d. Nettlinx INC

Nettlinx Inc. is a US (registered office in NJ) corporation. We
are into software consulting, network services, application
development, and outsourcing and managed cloud
services.

Currently, we are developing a micro ERP application
framework. It is aimed at small businesses which do not
need the complex structure that a full-fledged ERP provides.
The target market small businesses which do not have the
need or utilize their own IT department. Currently, it is in
production with two pharmaceutical distributors.

e. Sri Venkateswara Green Power Projects Limited

Given that the power project is underrated business and the
progress was very slow Hence, the Board has decided to
exist the business in the FY

17. Companies which have become or ceased to be
subsidiaries:

During the FY 2024-25, there was no change in
subsidiaries. For further analysis on the consolidated
performance, the attention is invited to the section on
Management Discussion and Analysis and notes to the
consolidated financial statements.

As on the date of this report Sri Venkateswara Green Power
Projects Limited ceased to be subsidiary of the company
w.e.f. 06.08.2025

18. Investment in subsidiaries:

During financial year 2024-25, the Company had not infused
any capital in Subsidiary Companies.

19. Independent director's familiarization programmes:

Independent Directors are familiarized about the
Company's operations, businesses, financial performance
and significant development so as to enable them to take
well-informed decisions in timely manner. Interaction with
the Business heads and key executives of the Company is
also facilitated. Detailed presentations on important policies
of the Company are also made to the directors. Direct
meetings with the Chairperson are further facilitated to
familiarize the incumbent Director about the Company/its
businesses and the group practices.

The details of familiarisation programme held in FY 2024-25
are also disclosed on the Company's website and its web
link is www.netlinx.com

20. Board Evaluation

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning, etc.

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

The above criteria are broadly based on the Guidance Note
on Board Evaluation issued by the Securities and Exchange
Board of India. In a separate meeting of Independent
Directors, performance of Non Independent Directors, the
Board as a whole and Chairman of the Company was
evaluated, taking into account the views of Executive and
Non-Executive Directors. The Board and the NRC reviewed
the performance of individual directors on the basis of
criteria such as contribution of the individual director to the
Board and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. At the Board
meeting that followed the meeting of the Independent
Directors and meeting of NRC, the performance of the
Board, its Committees, and individual directors was also
discussed. Performance evaluation of Independent
Directors was done by the entire Board.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual
Directors is enumerated in the Corporate Governance
Report.

21. Meetings of the Board:

The Board of Directors duly met Five (5) times on
10.05.2024, 25.07.2025, 13.11.2024 17.01.2025 and

03.02.2025 and in respect of which meetings, proper notices
were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose.

22. Committees of the Board:

There are various Board constituted Committees as
stipulated under the Act and Listing Regulations namely
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship and Risk
Management Committee. Brief details pertaining to
composition, terms of reference, meetings held and
attendance thereat of these Committees during the year
have been enumerated in Corporate Governance Report
forming part of this Annual Report.

23. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee
were approved by the Board of Directors.

24. Directors and key managerial personnel (KMP):

a) Appointment/Re-appointment of Directors of the
Company:

Appointment of Mr. Sreenivasa Rao Kurra (DIN: 06386417)
as an Independent Director of the company w.e.f.

13.11.2024

Appointment of Mr. Satya Raja Shakar Praharaju (DIN:
10832201) as an Independent Director of the company
w.e.f. 13.11.2024

Appointment of Mr. Amarender Reddy Bandaru (DIN:
01750325) as Independent Director of the company w.e.f.

10.05.2025

Appointment of Mr. Sundeep Reddy Molakala (DIN:
07302447) as Additional Director in Independent Category
w.e.f. 24.07.2025 subject to the approval of the shareholders
in the ensuing general meeting.

Appointment of Ms. Vaishnavi Nalabala (DIN: 09598868) as
Additional Director in Independent Category w.e.f.

24.07.2025 subject to the approval of the shareholders in the
ensuing general meeting.

b) Resignation/ Cessation of Directors of the Company:

Resignation of Mr. Vijaya Bhasker Reddy Maddi (DIN:
00278842) as a Independent Director of the company w.e.f.

06.02.2025

Resignation of Mrs. Radhika Kundur (DIN: 07135444) as a
Director of the company w.e.f. 25.04.2025

c) Retire By Rotation:

In terms of Section 152(6) of the Companies Act, 2013, Mr.
Venkateswara Rao Narepalem (DIN: 01116904) Director of
the Company is liable to retire by rotation at the forthcoming
Annual General Meeting. Based on the performance
evaluation and recommendation of the Nomination and
Remuneration Committee, the Board recommends
reappointment of Mr. Venkateswara Rao Narepalem (DIN:
01116904) as Director of the Company.

d) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. Rohith Loka Reddy Managing Director of the company
appointed w.e.f. 10.05.2025

• Mr. Manohar Reddy Loka Managing Director of the
company resignation w.e.f. 10.05.2025

• Mr. Sai Ram Gandikota, Company Secretary & Compliance
Officer of the Company Resigned w.e.f. 10.05.2025

• Mr. N Mahender Reddy, Company Secretary & Compliance
Officer of the Company Appointed w.e.f. 01.08.2025

• Mr. Venkateswara Rao Narepalem, Chief financial officer of
the company

25. Statutory audit and auditors report:

At the Twenty-ninth AGM held on August 4, 2022, the
Members approved the re-appointment of M/s. Niranjan &
Narayan, Chartered Accountants (Firm Registration No.
005899S) as Statutory Auditors of the Company to hold
office for a period of five years from the conclusion of that
AGM till the conclusion of the thirty-Four AGM to be held in
the year 2027.

The Auditors' Report for fiscal year 2024-2025 does not
contain any qualification, reservation or adverse remark.
The Auditors' Report is enclosed with the financial
statements in this Annual Report. The Company has
received audit report with unmodified opinion for both
Standalone and Consolidated Audited Financial Results of
the Company for the Financial Year ended March 31, 2025
from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the ICAI.

26. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of
the Companies (Accounts) Rules, 2014 and Section 179
read with Rule 8(4) of the Companies (Meetings of Board
and its Powers) Rules, 2014; during the year under review,
the Internal Audit of the functions and activities of the
Company was undertaken by M/s SYB & Co., the Internal
Auditor of the Company.

Deviations are reviewed periodically and due compliance
was ensured. Summary of Significant Audit Observations
along with recommendations and its implementations are
reviewed by the Audit Committee and concerns, if any, are
reported to the Board. There were no adverse remarks or
qualification on accounts of the Company from the Internal
Auditor.

27. Secretarial Auditor and Report:

In compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on September 07, 2025, based on
recommendation of the Audit Committee, has approved the
appointment of Aakanksha Dubey & Co., Practising

Company Secretaries, a peer reviewed firm (Firm
Registration No. S2025TS1021000) as Secretarial Auditors
of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30, subject to
approval of the Members at the ensuing AG M.

The Secretarial Audit was carried out by M/s VCSR &
Associates, Practicing Company Secretary for the financial
year ended March 31, 2025. The Report given by the
Secretarial Auditor is annexed herewith as Annexure-2 and
forms integral part of this Report.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

28. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated
February 08, 2019 read with Regulation 24(A) of the Listing
Regulations, directed listed entities to conduct Annual
Secretarial compliance audit from a Practicing Company
Secretary of all applicable SEBI Regulations and
circulars/guidelines issued thereunder. Further, Secretarial
Compliance Report dated May 20, 2025, was given by M/s.
VCSR & Associates, Practicing Company Secretary which
was submitted to Stock Exchanges within 60 days of the end
of the financial year.

29. Secretarial Audit of Material Unlisted Indian
Subsidiaries:

M/s. Nettlinx Realty Private Limited (NRPL) and M/s
Nettlinx Technologies Private Limited (NTPL) and Sri
venkateswara Green Power Projects Limited are a material
subsidiary of the Company undertake Secretarial Audit
every year under Section 204 of the Companies Act 2013.
The Secretarial Audit of NRPL and NTPL and Sri
venkateswara Green Power Projects Limited for the
Financial Year 2024-25 was carried out pursuant to Section
204 of the Companies Act 2013 and Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The Secretarial Audit Report of NRPL
and NTPL, submitted by M/s. VCSR & Associates,
Practicing Company Secretary.

The Reports given by the Secretarial Auditor is annexed
herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing
Regulations, the Company has formulated and adopted a
policy for determining ‘Material' Subsidiaries, which has
been hosted on its website at: https://www.nettlinx.com/

30. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of the
Act, are not applicable for the business activities carried out
by the Company.

31. No Frauds reported by statutory auditors

During the Financial Year 2024-25, the Auditors have not
reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act,
2013.

32. Declaration by the Company

None of the Directors of the Company are disqualified for
being appointed as Directors as specified in Section 164 (2)
of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

33. Conservation of energy, technology absorption and
foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the
Companies Act 2013 is provided hereunder and Rule 8 of
Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company's operations are not energy intensive.
Adequate measures have been taken to conserve energy
wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

34. Management discussion and analysis report:

Management discussion and analysis report for the year
under review as stipulated under Regulation 34(2) (e) read
with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock
exchange in India is annexed herewith as Annexure- 3 to this
report.

35. Risk management policy:

The Board of Directors had constituted Risk Management
Committee to identify elements of risk in different areas of
operations and to develop policy for actions associated to
mitigate the risks. The Committee is responsible for
reviewing the risk management plan and ensuring its
effectiveness. The major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continual basis.

36. Corporate governance:

Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate Governance as
prescribed under the Listing Regulations. A separate section
on Corporate Governance, forming a part of this Report and
the requisite certificate from the Company's Auditors
confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate
Governance as Annexure-4.

37. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of
the Companies (Management and Administration) Rules,

2014, the Annual Return in Form MGT-7 is also available on
the Company's website U RL: https://www.nettlinx.com/

38. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs.
34,50,00,000/- divided into 3,45,00,000 equity shares of
Rs.10/- each.

The company's paid up capital is Rs. 24,17,66,240 /- divided
into 2,14,76,624 equity shares of Rs. 10/- each.

39. Declaration of independence:

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet with both the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act,
2013 and under Regulation 16(1) (b) read with Regulation
25 of the Listing Regulations attached as Annexure-5.

In compliance with Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014, all the PIDs of the
Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have
included their names in the databank of Independent
Directors within the statutory timeline.

The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the
Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had
no pecuniary relationship or transactions with the Company,
other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending
meetings of the Board of Directors and Committee(s).

40. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that for the financial year ended March 31,2025:

a) in the preparation of the annual accounts for the financial
year ended 31 March 2025, the applicable accounting
standards and schedule 111 of the Companies Act, 2013 have
been followed and there are no material departures from the
same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as
on 31 March 2025 and of the profit and loss of the Company
for the financial year ended 31 March 2025;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for

safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going
concern basis;

e) Proper internal financial controls laid down by the Directors
were followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) Proper systems to ensure compliance with the provisions of
all applicable laws were followed and that such systems
were adequate and operating effectively.

41. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behaviour,
suspected fraud or violation.

The said policy inter-alia provides safeguard against
victimization of the Whistle Blower. Stakeholders including
directors and employees have access to the Managing
Director & CEO and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied
access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at
www.netlinx.com.

42. Corporate social responsibility policy:

The Company's CSR initiatives and activities are aligned to
the requirements of Section 135 of the Act. A brief outline of
the CSR policy and the initiatives undertaken by the
Company on CSR activities during the year under review
are set out in Annexure-8 of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

This Policy is available on the Company's website at
https://www.nettlinx.com/polices.html

For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms part
of this report.

43. Secretarial Standards:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and such systems are adequate and operating
effectively. During the year under review, the Company was
in compliance with the Secretarial Standards (SS) i.e., SS-1
and SS- 2, relating to “Meetings of the Board of Directors”
and “General Meetings”, respectively.

44. Insurance:

The properties and assets of your Company are adequately
insured.

45. Particulars of Loans, Guarantees or Investments

The particulars of loans, guarantees and investments as per
Section 186 of the Act by the Company have been disclosed
in the financial statements.

46. Internal Financial Control Systems:

Your Company has well laid out policies on financial
reporting, asset management, adherence to Management
policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an
exhaustive budgetary control and standard costing system.
Moreover, the management team regularly meets to monitor
goals and results and scrutinizes reasons for deviations in
order to take necessary corrective steps. The Audit
Committee which meets at regular intervals also reviews the
internal control systems with the Management and the
internal auditors.

The internal audit is conducted at the Company and covers
all key areas. All audit observations and follow up actions are
discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.

47. Related Party Transactions:

All related party transactions that were entered into during
the financial year were on arm's length basis and were in the
ordinary course of business. During the financial year 2024¬
25, there were no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest
of the Company at large.

In line with the provisions of Section 177 of the Act read with
the Companies (Meetings of the Board and its Powers)
Rules, 2014, omnibus approval for the estimated value of
transactions with the related parties for the financial year is
obtained from the Audit Committee. The transactions with
the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with
the related parties pursuant to the omnibus approval so
granted are reviewed & approved by the Audit Committee
and the Board of Directors on a quarterly basis. The
summary statements are supported by an independent audit
report certifying that the transactions are at an arm's length
basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is is annexed herewith as Annexure-
6 to this report.

48. Policy on director's appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and
178(1) & (3) of the Companies Act, 2013, the Board of
Directors upon recommendation of the Nomination and
Remuneration Committee approved a policy on Director's
appointment and remuneration, including, criteria for
determining qualifications, positive attributes,
independence of a Director and other matters. The said
Policy extract is covered in Corporate Governance Report
which forms part of this Report and is also uploaded on the
Company's website at www.netlinx.com.

49. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as
required under section 197 of the Companies Act, 2013 read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure-7 to this Report.

The Statement containing the particulars of employees as
required under section 197(12) of the Companies Act, 2013
read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the
accounts are being sent to the members excluding

During the year none of the employees is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- per month and above in aggregate per month,
the limits specified under the Section 197(12) of the
Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

50. Implementation of Corporate Action

During the year under review, the Company has not
implemented any Corporate Actions.

51. Shares transferred to investor education and
protection fund:

No shares were transferred to the Investor Education and
Protection Fund during the year under review.

52. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and
Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration is mentioned
in Annexure -7

53. Non-executive directors' compensation and
disclosures:

None of the Independent / Non-Executive Directors has any
pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the
independence of the Directors.

54. Industry based disclosures as mandated by the
respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and
hence Industry based disclosures is not required.

55. Failure to implement corporate actions:

During the year under review, no corporate actions were
done by the Company which were failed to be implemented.

56. Corporate insolvency resolution process initiated
under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated
against the Company under the Insolvency and Bankruptcy

57. Details of difference between valuation amount on one
time settlement and valuation while availing loan from
banks and Financial institutions:

During the year under review, there has been no one time
settlement of loans taken from banks and financial
institutions.

The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies.
All the policies are available on our website
(https://www.nettlinx.com/). The policies are reviewed
periodically by the Board and updated based on need and
new compliance requirement.

59. Statutory compliance:

The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.

60. Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time, the Company has
formulated a Code of Conduct for Prevention of Insider Trading
(“Insider Trading Code”) and a Code of Practices and Procedures for
fair disclosure of Unpublished Price Sensitive Information (“UPSI”).

The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https://www.nettlinx.com/

61. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
CEO/CFO certification is attached with the annual report as
Annexure-9.

62. Statement on Maternity Benefit Compliance:

The company has complied with the provisions of Maternity Befit Act
1961 for the Financial Year 2024-25.

63. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through
various policies and practices. The Company always endeavors to
create and provide an environment that is free from discrimination and
harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual
Harassment at Workplace which aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting
and prevention of undesired behavior. An Internal Complaints
Committee (“ICC”) has been set up by the senior management (with
women employees constituting the majority). The ICC is responsible
for redressal of complaints related to sexual harassment and follows
the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints
pertaining to sexual harassment have been received.

64. Green Initiatives:

In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Notice of
26th Annual General Meeting of the Company are sent to all Members
whose email addresses are registered with the Company/Depository
Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.

65. Event Based Disclosures

During the year under review, the Company has not taken up any of the
following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for
purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: N

66. Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3)
of SEBI is attached as Annexure-2 of this report.

67. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect
of the following items as there were no transactions on these items
during the year under review:

a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except ESOS
referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or commission from any
of its subsidiaries.

68. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from the investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at
all levels, who through their dedication, co-operation, support and
smart work have enabled the company to achieve a moderate growth
and is determined to poise a rapid and remarkable growth in the year to
come.

Your Directors also wish to place on record their appreciation of
business constituents, banks and other "financial institutions and
shareholders of the Company like SEBI, BSE, MSEI, NSDL, CDSL,
HDFC Bank etc. for their continued support for the growth of the
Company.

For and on behalf of the Board of Directors
Nettlinx Limited

Sd/- Sd/-

Rohith Loka Reddy Jeeten Anil Desai

Place: Hyderabad Managing Director Independent Director

Date: 07.08.2025 (DIN: 06464331) (DIN: 07254475)