Spacenet Enterprises India Ltd

Dear Members,

Your Directors take pleasure in presenting the Fifteenth (15^th) Board's Report on the business and operations of the Company (the "Company" or "Spacenet"), along with the audited Financial Statements for the FY ended 31^st March 2025. The Consolidated performance of the Company and its subsidiaries has been referred to, wherever required in the report.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)

2. STATE OF AFFAIRS AND COMPANY PERFORMANCE

During the financial year 2024 25, Spacenet Enterprises India Limited continued to strengthen its presence as a technology-driven enterprise engaged in the development of software tools and digital platforms for commodities trading. The Company provides fast, flexible, and reliable trading solutions tailored for a wide range of commodities including gold and other agricultural or non-agricultural goods, both finished and unfinished, in full compliance with the Securities Contracts (Regulation) Act, 1956 and applicable regulations.

Alongside its trading and procurement operations, the Company is actively building capabilities in Trade Finance, TradeTech, and FinTech, offering digital solutions to streamline trade execution, enhance transparency, and enable access to working capital for small and medium-sized businesses. During the year, the Company achieved strong revenue growth and improved profitability, driven by increased platform adoption, continued investment in technology infrastructure, and disciplined operational management. With a focus on innovation, platform scalability, and digital integration, Spacenet Enterprises India Limited is well-positioned to meet the evolving needs of the global trade ecosystem and deliver sustained value to its stakeholders in the coming years.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In line with the Company's ongoing strategic growth initiatives and capital allocation priorities, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2025. This decision has been taken to conserve internal resources and support continued investment in product development, international expansion, and the scaling of infrastructure and operations. The Board believes that reinvesting earnings at this stage will deliver greater long-term value to shareholders.

4. EARNINGS PER SHARE (EPS)

For the financial year ended March 31, 2025, the Basic Earnings Per Share (EPS) of the Company stood at 0.05 on a standalone basis and 0.22 on a consolidated basis.

5. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to Reserves for the year under review.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company as specified in the Memorandum of Association. Accordingly, the disclosure under qSection 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable.

7. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act during the year under review and as such, no amount on account of principal or interest on deposits from the public were outstanding as on the date of the balance sheet.

8. LISTING OF EQUITY SHARES

The Company's equity shares are listed on National Stock Exchange of India Limited (NSE). The listing fee for the year 2024 - 25 has already been paid to the NSE within the time limit as specified by the stock exchange.

9. SHARE CAPITAL

The Particulars of share capital of the Company are as follows:

During the Financial Year 2024 25, the paid-up share capital of the Company increased by 1,54,44,862/- (Rupees One Crore Fifty-Four Lakhs Forty-Four Thousand Eight Hundred Sixty-Two Only).

This increase was pursuant to the allotment of 1,54,44,862 equity shares of face value 1/- each upon conversion of warrants into equity shares in accordance with the provisions of:

? Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and

? Applicable provisions of the Companies Act, 2013 and rules made thereunder.

The said preferential allotment was duly approved by shareholders and undertaken as per applicable corporate and regulatory requirements.

b) Issue of Shares under ESOP:

The Company did not issue any shares under the Employee Stock Option Plan (ESOP) during the financial year 2024 25. c) Issue of Shares with Differential Rights:

The Company did not issue any equity shares with differential rights as to dividend, voting, or otherwise during the financial year 2024 25.

d) Issue of Sweat Equity Shares:

No sweat equity shares were issued by the Company during the financial year 2024 25. e) Issue of Bonus Shares: The Company did not issue any bonus shares during the financial year 2024 25. f) Buy-back of Shares: The Company did not undertake any buy-back of its shares during the financial year 2024 25.

10. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, and in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company has prepared its Consolidated Financial Statements for the financial year ended March 31, 2025.

The audited consolidated financial statements, along with the Independent Auditor's Report, form an integral part of the Annual Report and present a comprehensive overview of the financial position and performance of the Company and its subsidiaries.

11. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The status of the Company's subsidiaries as on March 31, 2025, is disclosed in the relevant section of this Annual Report.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary company, in the prescribed Form AOC-1, is annexed herewith as Annexure 2.

The Company does not have any associate companies or joint ventures during the period under review

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities based on market capitalization are mandated to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

In pursuance of Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is enclosed to this report. Kindly refer to Annexure 1.

13. CORPORATE SOCIAL RESPONSIBILITY

Spacenet Enterprises India Limited is committed to improve the lives of the society in which it operates. The Company believes in "looking beyond business" and strives to create a positive impact on the communities it serves and on the environment. The Company is committed not just to profits, but also towards leaving a deeper imprint on the society as a whole. We understand that there is a need to strike a balance between the overall objectives of achieving corporate excellence vis?-vis the company's responsibilities towards the community.

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on Corporate Social Responsibility and the Projects and Programmes undertaken by the Company during the year have been provided in Annexure-5 and forms part of this Report.

During the F.Y.2024-25 the Company was required to spend an amount of Rs. 303,228/- for implementation of various

CSR activities in terms of Section 135 of the Companies Act, 2013. In this regard the Company has spent an amount of Rs. 303,228/- on CSR activities which is in excess of the minimum amount required to be spent by the Company.

The Company is not required to constitute a CSR Committee and all the responsibility to comply with the CSR Rules are done by the Board of the company.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company is duly constituted in compliance with the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). As on March 31, 2025, none of the Directors are disqualified from being appointed or continuing as directors under the applicable legal provisions.

Your Company promotes a diverse and inclusive Board structure, considering a mix of skills, industry knowledge, geographic and cultural backgrounds, gender, and professional experience. All Board appointments are made on merit, in alignment with the Company's goals and strategic requirements.

As on March 31, 2025, the Board comprises 3 (three) Independent Directors, in accordance with the requirements laid down under Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations. All Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations confirming their independence. Further, they are compliant with the Code for Independent Directors as specified in Schedule IV of the Act and are registered in the Independent Directors' databank maintained by IICA, as per

Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. None of the Independent Directors are related to the promoters or the promoter group. c) Board's Opinion on Integrity, Expertise, and Proficiency of Independent Directors

The Board affirms that all Independent Directors appointed during the year possess integrity and bring the requisite expertise, experience, and proficiency to effectively discharge their responsibilities.

A Certificate from a Practicing Company Secretary, certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors by SEBI or any other statutory authority, is annexed to this Annual Report, pursuant to Regulation 34(3) and Schedule V, Para C, Clause 10(i) of SEBI Listing Regulations. The same have been provided in Annexure-11 and forms part of this Report.

The Nomination and Remuneration Committee (NRC) has framed a policy on Directors' appointment and remuneration.

The policy outlines the criteria for determining qualifications, positive attributes, independence of directors, and other matters as provided under Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations. The policy is available on the Company's website; the web link for the same is as follows https://www.spacenetent.com/Investor-Relations.html.

a. Appointments to the Board during FY 2024 25:

? Mrs. Anima Rajmohan Nair (DIN: 02011183) was appointed as Non-Executive, Independent Director of the company w.e.f. 02^nd September, 2024

? Mr. Ghanshyam Dass (DIN: 01807011) was appointed as Non-Executive Non-Independent Director of the Company effecting the change in his Designation from Non-Executive Independent Director w.e.f. from 13^th November, 2024 b. Resignation from the Board during FY 2024 25

? Mr. Chukka Siva Satya Srinivas (DIN: 07177166) resigned as Non-Executive, Independent Director of the Company w.e.f. 22nd May, 2024

? Mrs. Korpu Venkata Kali Kanaka Durga (DIN: 08640661) resigned as Non- Executive Independent Director of the company w.e.f. 11th November, 2024.

c. Retirements and Re-appointments at the AGM

? At the AGM held on 27^th September, 2024: o Mr. S. Ravi (DIN:00009790) Non-Executive Non- Independent Director of the Company retired by rotation and was re-appointed.

? At the AGM to be held in 2025: o Mr. Ghanshyam Dass (DIN: 01807011) Non-Executive Non-Independent Director is retiring by rotation and, being eligible, offers himself for re-appointment.

d. Re-appointment of Director

Details of the director proposed to be re-appointed have been provided in the Notice convening the AGM and form part of the explanatory statement.

? Mr. Monish Jaiswal was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 14th November, 2024

? Mr. M. Chowda Reddy resigned as Company Secretary & Compliance Officer of the company w.e.f. 11th November, 2024.

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company has formulated a Policy on Directors' Appointment and Remuneration in compliance with the provisions of

Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determining qualifications, positive attributes, independence of a director, and other matters relating to the appointment and remuneration of Directors.

The details of the policy have been disclosed in the Corporate Governance Report, which forms an integral part of this

Board's Report. The criteria for payment of remuneration to Non-Executive Directors are also made available on the website of the Company under the 'Corporate Governance' section.

The web-links to both the Policy and the criteria for remuneration of Non-Executive Directors, is as follows https://www.spacenetent.com/Investor-Relations.html.

16. BOARD MEETINGS DURING THE YEAR:

During the financial year ended March 31, 2025, the Board of Directors met Five (5) times. The details of these meetings, including dates and attendance of the Directors, are provided in the Corporate Governance Report as Annexure -7, which forms part of this Annual Report.

The Company has complied with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with respect to the conduct of Board meetings. The time gap between any two consecutive meetings did not exceed the statutory limit of 120 days.

17. BOARD EVALUATION AND ASSESSMENT:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company conducted a formal evaluation of the performance of the Board as a whole, its Committees, individual Directors including Executive Directors and Independent Directors, and the Chairperson.

The evaluation process was carried out through a structured internal questionnaire circulated among the Directors, covering various aspects such as the composition, functioning, effectiveness, and contribution of the Board, Committees, and individual members. Additionally, the Independent Directors, in their separate meeting, evaluated the performance of the Chairperson, taking into account the views of Executive and Non-Executive Directors.

The outcome of the evaluation process has been discussed by the Board and found to be satisfactory. Detailed disclosures regarding the Board evaluation process are available in the Corporate Governance Report, which forms part of this Annual Report.

18. COMMITTEES OF THE BOARD:

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted the following Committees as on March 31, 2025: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee. During the financial year under review, all recommendations made by the respective Committees were duly accepted and approved by the Board. Detailed information regarding the composition, roles, and responsibilities of these Committees is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has established a robust framework of Internal Financial Controls as an integral part of its risk management process, aimed at addressing financial and financial reporting risks. These controls are designed to ensure the orderly and efficient conduct of business operations, including adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, and the accuracy and completeness of accounting records. The internal financial controls also facilitate the timely and reliable preparation of financial statements, thereby ensuring compliance with applicable laws and regulations.

20. AUDIT AND AUDITORS

At the 13^th (Thirteenth) Annual General Meeting held on 28^th September 2023, the shareholders approved the appointment of M/s. Gorantla & Co., Chartered Accountants (Firm Registration No. 016943S), as the Statutory Auditors of the Company. They have been appointed for a term of five years, to hold office from the conclusion of the 13^th AGM until the conclusion of the 18^th AGM, as per the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A(1) of the SEBI (LODR) Regulations, 2015, and based on the recommendation of the Audit Committee, the Board has approved and recommends the appointment of M/s Balaramakrishna Desina & Associates, Company Secretaries (CP No. 22414) as the Secretarial Auditors of the Company. Their appointment is proposed for a term of five consecutive years from the conclusion of the 15^th (Fifteenth) AGM until the conclusion of the 20^th (Twentieth) AGM.

The Board has appointed M/s. Bhanumurali & Co., Chartered Accountants, based in Telangana, India, as the Internal Auditors of the Company. The Internal Auditors will conduct audits of specific operational and financial areas as approved by the Audit Committee, under the terms outlined in the engagement letter executed with the Company.

21. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Notes to the financial statements referred to in the Statutory Auditors' Report are self-explanatory and do not call for any further comments. The Statutory Auditors' Report for the Financial Year 2024 25 does not contain any qualification, reservation, adverse remark, or disclaimer. The Report is annexed with the financial statements forming part of this Annual Report.

The Company has undertaken a Secretarial Audit for the Financial Year 2024 25 as mandated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report, issued by the Secretarial Auditors, does not contain any qualification, reservation, or adverse remark and is annexed to this Report as Annexure 9. The observations made therein relate to certain penalties/fines levied by regulatory authorities, namely (i) a fine of 11,800 imposed by the National Stock Exchange for delay in prior intimation of Board Meeting, (ii) a penalty of 4.5 lakh levied by the Registrar of Companies, Hyderabad, under Section 134(8) of the Companies Act, 2013 in respect of the Board's Report for FY 2020 21, and (iii) a fine of 1 lakh imposed by the Regional Director (SER),

MCA, Hyderabad, under Section 129 of the Companies Act, 2013 for FY 2022 23. The said penalties have been duly paid and the Company has strengthened its compliance and reporting processes to prevent recurrence. The Board further confirms that these matters stands duly complied with and settled without material impact on the Company's operations or financial position.

The Secretarial Audit Report of the Company's material subsidiary, Thalassa Enterprises Limited, does not contain any qualification, reservation, or adverse remark, other than the following observation:

"The Company has facilitated dematerialisation of all its existing securities in compliance with the applicable provisions of the Act, Rules, Regulations, Guidelines, and Standards; however, certain shareholders have not dematerialised their holdings." The said report is annexed to this Board's Report as Annexure - 10

The Company has obtained the Annual Secretarial Compliance Report for FY 2025 in accordance with the applicable provisions of SEBI Regulations and circulars/guidelines issued thereunder. The Report, issued by Mr. Balaramakrishna Desina, Proprietor of M/s. Balaramakrishna & Associates, Practicing Company Secretaries (CP No. 22414), has been submitted to the Stock Exchanges within the prescribed timeline of 60 days from the end of the financial year.

During the year under review, no instances of fraud committed by the officers or employees of the Company were reported by the Statutory Auditors or the Secretarial Auditors under Section 143(12) of the Companies Act, 2013 to the Central Government or to the Audit Committee.

22. SECRETARIAL STANDARDS

The Company is in due compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as prescribed under the Companies Act, 2013.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism through the adoption of a comprehensive Whistle Blower Policy, in compliance with the provisions of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This mechanism facilitates employees and other stakeholders to report genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct. The policy incorporates adequate safeguards against the victimization of individuals who use the mechanism in good faith. It also ensures that no person has been denied direct access to the Chairman of the Audit Committee during the year under review.

24. EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has implemented the "Spacenet Enterprises India Limied Employee Stock Option Scheme 2021", duly framed in accordance with and in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEB & SE) Regulations):

During the financial year under review, no stock options were granted and no share were allotted under ESOS Scheme 2021 to the Employees of the Company.

The details in respect of Employee Stock Options as required under Companies Act,2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as ‘Annexure 12' and the same are available at the website of the Company https://www.spacenetent.com/

In compliance with the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate from Secretarial auditor of the company confirming implementation of "Spacenet Employee Stock Option Scheme-2021" in accordance with the said regulations will be placed before the Annual General Meeting and also available electronically for inspection by the members during the annual general meeting of the Company.

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under review there were no material changes in the Scheme. Certificate from Balarama Krishna & Associates, Company Secretaries in Practice, Secretarial Auditors of your Company confirming that the scheme has been implemented in accordance with the SEBI Regulations will be placed at the 15^th Annual General Meeting and on the website of your Company for inspection by the members.

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

Your Company continues to place high importance on energy conservation and has taken proactive steps to improve energy efficiency in its operations.

Though the Company's operations are not energy-intensive in nature, continuous monitoring and innovation are implemented to ensure optimal energy usage.

The Company operates in a technology-driven sector and is actively involved in continuous technological upgradation and innovation to maintain its competitive edge

The Company benefits from enhanced productivity, quality improvement, and better service offerings due to its focus on advanced technologies.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Your Company continues to serve international clients and strategic partners, contributing to foreign exchange earnings. The outflow primarily pertains to infrastructure deployment, cloud hosting, consulting services, and strategic collaborations outside India.

26. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report.

The report provides a detailed overview of the Company's operational and financial performance, industry outlook, key developments, opportunities, risks, and future strategies.

Kindly refer to Annexure - 4 to this report for the full Management Discussion & Analysis.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, hereby confirm that:

a) In the preparation of the annual financial statements, the applicable accounting standards have been followed and there have been no material departures;

b) The Directors have selected such accounting policies and applied them consistently, making reasonable and prudent judgments and estimates, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans given, investments made, guarantees given, and securities provided, along with the purpose for which such loan, guarantee, or security is proposed to be utilized by the recipient, are disclosed in the notes to the Financial Statements, which form an integral part of this Annual Report.

29. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of Section 188(1) of the Companies Act, 2013, relating to related party transactions. All related party transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis.

In accordance with Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contracts or arrangements with related parties in Form AOC-2 are enclosed as Annexure - 3 to this Report.

Further, the Company has adopted a Related Party Transactions Policy in line with applicable SEBI Listing Regulations, which is available on the Company's website.

30. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the

Company as on March 31, 2025, is available in the prescribed format on the Company's website.

The web-link to access the same is: the web link for the same is as follows https://www.spacenetent.com/AGM2025.html

31. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Board's Report as Annexure 13.

32. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED

Pursuant to Schedule V, Part C, Clause 10(m) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant disclosures relating to loans and advances in the nature of loans to firms/companies in which Directors are interested form part of the Report on Corporate Governance, which is enclosed to the Annual Report.

33. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY

In compliance with Schedule V, Part C, Clause 10(n) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the necessary details with respect to material subsidiaries of the Company are disclosed in the Report on Corporate Governance, which forms a part of the Annual Report.

34. HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees.

The employees are sufficiently empowered, and the work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Company's vision. Your

Company appreciates the spirit of its dedicated employees.

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

The Company has not received any complaint on sexual harassment during the financial year under review.

The Company continues to foster a safe, respectful, and inclusive work environment and regularly conducts awareness programs and sensitization sessions for its employees across all levels.

36. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

Your Company fully complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees. These benefits include paid maternity leave, continuity of salary and service during the leave period, as well as post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights, welfare, and well-being of its women employees in accordance with applicable laws.

All properties and insurable interests of the Company have been fully insured.

38. Directors and Officers (D&O) Insurance

In terms of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of maintaining a Directors and Officers (D&O) insurance policy for Independent Directors is applicable only to the top 1000 listed entities by market capitalization. Since the Company does not fall within the said category, the provisions are not applicable. Accordingly, no such policy has been taken during the year under review.

39. RISK MANAGEMENT POLICY

While the provisions relating to the constitution of a Risk Management Committee are not applicable to the Company, the Board of Directors assumes the responsibility of overseeing the risk management framework.

The Company has identified key business and operational risks and has put in place appropriate mitigation strategies. Furthermore, a robust internal audit function has been established to evaluate and ensure the effectiveness of the Company's internal financial controls through a systematic and disciplined approach.

40. CORPORATE GOVERNANCE

The Company continues to uphold the highest standards of Corporate Governance, ensuring transparency, accountability, and integrity in all its operations. It strives to maintain strong corporate values and best practices to enhance stakeholder trust and long-term value.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this Annual Report, detailing the governance framework, Board and Committee structures, and related disclosures.

Full details of the various Board Committees, their composition, roles, and responsibilities are also provided in the Corporate Governance Report forming part of the Annual Report. Kindly refer to Annexure -7 for the detailed Corporate Governance Report.

Furthermore, a certificate from the Practicing Company Secretary (PCS) confirming compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations is annexed to this report as Annexure - 6.

41. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS

There were no cyber security incidents, breaches, or loss of data/documents reported during the Financial Year 2024 25

42. SIGNIFICANT AND MATERIAL ORDERS

Your Company has not received any significant and materials order from any authorities

43. DECLARATION BY THE WTD and CFO

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a declaration by the Whole Time Director of the company declaring that all the members of the board and the senior management personnel of the company have affirmed compliance with the Code of Conduct of the company.

The Whole Time Director /CFO certification to the board pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Corporate Governance Report. The same is annexed to this report as Annexure 8.

44. MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report. Any other relevant commitments or developments have been disclosed at appropriate places in the Annual Report.

During the period between the end of the financial year and the date of this Report, the Company allotted 14,28,000 equity shares of 1 each pursuant to the exercise of stock options under the "Spacenet Employee Stock Option Scheme 2021." The said allotment represents ~0.25% of the Company's paid-up share capital and is not considered material in terms of Section 134(3)(l) of the Companies Act, 2013 and Regulation 30 of the SEBI (LODR) Regulations, 2015.

45. COST RECORDS AND COST AUDIT

The maintenance of cost records and the requirement of cost audit as prescribed under Section 148(1) of the Companies

Act, 2013 are not applicable to the Company's line of business for the financial year under review.

46. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application nor has it been subjected to any proceedings under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2024 25.

47. VALUATION UNDER ONE-TIME SETTLEMENT VS BANK LOANS

During the financial year, there were no instances of one-time settlements with banks or financial institutions. Hence, no comparison between such valuations and those done for loans was required.

48. UNCLAIMED SHARES IN DEMAT SUSPENSE ACCOUNT

The Company confirms that it does not maintain any Suspense Account. Accordingly, there are no unclaimed shares or securities lying in any Demat or Physical Suspense Account as on March 31, 2025. Necessary disclosures, if any, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

49. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has undertaken a "Green Initiative" in Corporate Governance by allowing paperless compliances by companies and permitting the service of Annual Reports and other documents to shareholders through electronic mode, subject to certain conditions.

In line with this initiative, your Company continues to send Annual Reports and other statutory communications in electronic form to members who have registered their email addresses with the Company or its Registrar and Transfer Agent (RTA). This practice not only supports environmental sustainability but also ensures prompt and efficient communication with shareholders.

50. ACKNOWLEDGMENTS

The Board of Directors extends its sincere gratitude to all stakeholders, including the Company's customers, shareholders, vendors, and bankers, for their unwavering support and trust throughout the year. The Board also places on record its deep appreciation for the dedication, commitment, and valuable contributions made by employees at all levels, whose efforts have been integral to the Company's consistent growth and success. The Directors further acknowledge with gratitude the continued guidance and cooperation received from various departments of the Central and State Governments, including the Ministry of Commerce, the Reserve Bank of India, the Ministry of Corporate Affairs and the Registrar of Companies, the Securities and Exchange Board of India, the Stock Exchanges, and the Direct and Indirect Tax Authorities, as well as other regulatory and statutory bodies. Their assistance has played a pivotal role in enabling the Company to meet its compliance and governance objectives. The Board looks forward to their continued support in the Company's future endeavors.