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.

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:

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.

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.

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

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:

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