|
27th Directors' Report
Your Directors take the immense pleasure in presenting before you the Twenty-Seventh
(27th) Annual Report of Netweb Technologies India Limited ('Company'or'Netweb')
for the financial year ended March 31,2026 along with Audited Financial Statements and
Auditors' Report thereon.
Financial Summary/Performance of the Company
During the year, the financial performance of the Company, achieved new heights in
terms of revenue & other financial aspects and set a new milestone for its future
performance. Below is the summary of the financial performance of the Company for the
year.
|
|
( Rs. in million) |
|
FY 2025-26 |
FY 2024-25 |
Revenue from operations |
21,835.63 |
11,490.21 |
Other income |
188.42 |
93.90 |
Total income |
22,024.05 |
11,584.11 |
EBITDA |
3,036.84 |
1,684.33 |
Depreciation and amortisation expenses |
(142.11) |
(113.43) |
Finance costs |
(129.53) |
(40.90) |
Profit before tax |
2,765.20 |
1,530.00 |
Current tax |
(695.35) |
(402.05) |
Deferred tax |
(11.69) |
9.56 |
Profit after Tax (PAT) |
2,058.16 |
1,137.51 |
Basic Earnings per equity share (EPS) |
36.30 |
20.12 |
Diluted Earnings per equity share (EPS) |
36.30 |
20.11 |
Note: The above figures are extracted from the audited standalone financial
statements of the Company prepared in accordance with the Indian Accounting Standards
("Ind AS").
Overview and State of affairs, Operation of the Company and Future Outlook
During the year under review, Revenue from Operations reaching Rs.21,835.63 million in
FY26, reflecting a year-on- year growth of 90.0%. This record annual performance
underscores the strength of our business model and the accelerating demand for high-end
computing systems in India.
Operating EBITDA FY26 stood at Rs.2,848 million, Adjusted Operating EBITDA stood at
Rs.2,901 million, up 82.4% YoY, with a margin of 13.3%, while PAT stood at Rs.2,058
million, up 80.9% YoY, with a PAT margin of 9.3%. These results reflect not just top-line
momentum, but disciplined margin sustained across our business.
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 2025-26 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%20Distrihntion%20Policy.pdf. The Policy sets out the parameters and
circumstances that will be taken into account by the Board in determining the distribution
of dividends to its shareholders.
The Board of Directors are pleased to recommend a final dividend of Rs.3.00 per equity
share for the financial year 2025-26 to the shareholders of the Company i.e. 150% ofthe
face value of shares of the Company. The total cash outflow on account of the payment of
Dividend would be 17.08 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, pursuantto the provisions of the IncomeTaxAct, 1961, as amended by the Finance
Act, 2020, dividend paid or distributed by the Company on or after April 01, 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 September 12, 2026 to September 19, 2026 (both
days inclusive). The record date is August 07, 2026 for the purpose of determining
eligible shareholders forthe purpose of payment of dividend.
Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Details of dividends previously declared and paid by the Company are given under the
Corporate Governance Report which forms part of this Integrated Annual Report for FY
2025-26. The details of the unclaimed dividend as on March 31, 2026 for previous years are
available on the website of the Company at https://.netwebindia.com/
investors/corporategovernance.php. 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").
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 2025-26, there was no change in the Authorised Share Capital
of the Company. The Authorised Share capital stands at Rs.15,00,00,000 [Rupees Fifteen
Crores only].
However, the issued and paid-up share capital increased during the financial year
2025-26. The details of the increase in the issued and paid-up share capital are presented
in the below table:
|
|
(Amount in Rs.) |
Particulars |
No of Shares [Issued and Paid-up Capital] |
FY 2025-26 [Issued and Paid-up Capital] |
At the beginning of the financial year 2025-26 |
5,66,53,868 |
11,33,07,736 |
Add: Shares issued under the Employee Stock Options Plan |
2,86,819 |
5,73,638 |
At the end of the financial year 2025-26 |
5,69,40,687 |
11,38,81,374 |
Note: Fare value of enuitv shares is Rs. Rs. ner share.
Equity Shares with Differential Voting Rights
The Company hasn't issued any equity shares with differential voting rights.
Report on the utilisation of proceeds of the Initial Public Offer
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
Monitoring agency has duly submitted its reportquarterly 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.
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 2025-26
and therefore, no amount of principal or interest was outstanding as on the date of the
Balance Sheet. During the financial year 2025-26, 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, 2026, and the date of this report that could have
affected, in any manner, the financial performance of the Company.
Change in the nature of the Business
There has been no change in the nature of the business of the Company during the year
under review.
Credit Ratings
The details of Credit ratings on the Bank facilities availed by the Company as provided
by CRISIL Ratings Limited are as follows:
Date |
Credit Rating |
June 20, 2025 |
Long Term Rating: A/Stable (Reaffirmed) |
|
Short Term Rating: A1 (Reaffirmed) |
Particulars of Loans, Guarantees or Investments
The Company has adhered to the provisions of Section 186 and other applicable
provisions of the Companies Act, 2013 in respect of loans, advances and investments made
by the Company and the particulars of such loans, advances and investment along with the
details of related party disclosures with respect to loans/advances/investments at the
year end, as required under Schedule V of the Listing Regulations have been provided in
the Note No. 49 of 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%7 0on%20related%20party%20 transactions.pdf.
All related party transactions that were entered into during the financial year ended
March 31, 2026, were on an arm's length basis, were carried out in the ordinary course of
business and within the omnibus approval of the Audit Committee of the Company. 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.
I n 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 perthe 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 2025-26 will be placed on the Company's website. The
same may be accessed at .netwebindia.com/investors/corporategovernance.html.
Details of material and significant orders passed by the regulators or Courts or
Tribunals
During the FY 2025-26, 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 I for reference of the members.
Further, during the financial year 2025-26, no company became or ceased to become a
subsidiary or joint venture or associate Company of your Company.
Particulars of Employees
The information under Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The ratio of the remuneration of each director & KMP to the median remuneration of
the employees of the Company and percentage increase in remuneration of each Director,
Chief Executive Officer, Chief Financial Officerand Company Secretary in the financial
year:
Name |
Ratio of Remuneration to the median remuneration of employees |
% Increase in remuneration in the financial year |
Managing Director & Whole Time Directors |
|
|
Mr. Sanjay Lodha |
36.93 |
15.00% |
Mr. Navin Lodha |
27.13 |
12.00% |
Mr. Niraj Lodha |
27.13 |
12.00% |
Mr. Vivek Lodha |
27.13 |
12.00% |
Independent Directors |
|
|
Mr. Mrutyunjay Mahapatra |
1.47 |
NA |
Mr. Vikas Modi |
1.82 |
NA |
Mrs. Romi Jatta |
1.47 |
NA |
Mr. Jasjeet Singh Bagla |
1.32 |
NA |
Chief Financial Officer |
|
|
Mr. Ankit Kumar Singhal |
10.40 |
53.00% |
Company Secretary |
|
|
Mr. Lohit Chhabra |
3.50 |
19.00% |
Notes:
(i) The above mentioned increase in the remuneration of the Directors isduetothe
commission paid to them, calculated on the profits of the Company for the FY 2024-25.
Else, there is no increase in the Basic remuneration of the Directors during the year.
(ii) The remuneration details in the above table pertain to directors and KMPsas
required under the Companies Act, 2013. While calculating the median as presented above
and % of increase in remuneration, the value of the stock option is not considered as
stock options were not granted to Directors.
(iii) During the fiscal year, 2025-26, ESOP options wasn't granted to the employees of
the Company.
(iv) Only Sitting fee was paid to Independent Directors during the year under review.
(v) The Directors of the Company are not in receipt of any remuneration or commission
from the subsidiary Company.
(vi) The Company affirms that the remuneration is as per the remuneration policy of the
Company.
b. The percentage increase in the median remuneration of employees in the financial
year is (3.16%). The decrease in median remuneration during FY 2025-26 is primarily driven
by the expansion of the Company's workforce to support business growth and future capacity
requirements. The Company added a significant number of employees across graduate trainee,
entry- level engineering, and mid-level professional roles during the year. As these
positions are compensated at levels below the existing organisational median, the
resulting change in employee mix has led to a reduction in the median remuneration figure.
c. The number of permanent employees on the rolls of Company are 569 as on March 31,
2026.
d. The average percentile increase already in the salaries of employees is 32.00% and
the percentile increase in the managerial remuneration is 13.00%.
e. In terms of the provision of Section 136 of the Act and Rule 5(2), the report and
the financial statement are being sent to the Members of the Company excluding the
statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said
information is available for inspection through electronic mode. Any member interested in
obtaining a copy of the said statement may write to the Company Secretary and the same
will be furnished upon such request.
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.
There has been no change in the Employee Stock Option Plan (ESOP schemes) during FY
2025-26. The disclosure relating to ESOPs required to be made under the provisions of the
Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of
India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SEBI SBEB
Regulations) is provided on the website of the Company at https://.netwebindia.com/investors/Stock-Exchange-
Filing.php
A certificate obtained from the Secretarial Auditors, confirming that the ESOP Schemes
of the Company are in compliance with the SEBI SBEB Regulations and that the Company has
complied with the provisions of the Companies Act, 2013.
During the reporting year under review, the Nomination and Remuneration Committee
allotted 2,86,819 equity shares of Rs.2/- each pursuantto exercise of employee stock
options by eligible employees under the Netweb Employee Stock Option Plan 2023.
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 II 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. For more details, refer to the Management's discussion and analysis, which
forms part of this Integrated Annual Report.
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) Thatthe 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 2025-26 and of the profit or loss of the Company for the year for the same period;
(iii) Thatthe 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 III.
Auditors and Auditors Report
Statutory Auditors
M/s S.S Kothari Mehta & Co. LLP, Chartered Accountants, Firm Registration No
000756N/N500441 of ICAI, was appointed as Statutory Auditor of the Company on 20.09.2022
for 5 years. They have conducted the statutory audit for the financial year 2025-26. 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 next 5 financial years from FY
2025-26 till FY 2029-30 by the Board of Directors on 03.05.2025 and the shareholders of
the company approved the appointment on 30.08.2025 for conducting the secretarial audit.
The Secretarial Audit Report is attached as Annexure IV. There have been no
qualifications, reservations or adverse remarks given in the report.
Furtherthe 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 8i Co, Practicing Cost Accountants [M. No 32469] were
appointed as Cost Auditors of the Company for the financial year 2025-26 by the Board of
Directors on 31.07.2025 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 2025-26.
Further, the Board has re-appointed M/s Sunny Chhabra & Co, Practicing Cost
Accountants as the Cost Auditor of the Company for financial year 2026-27 on July 28,2026.
Internal Auditors
M/s Sanmarks 8i Associates, Chartered Accountants [FRN: 003343N] was appointed as
Internal Auditors of the Company for the financial year 2025-26 by the Board of Directors
on May 03, 2025. 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.
Board has appointed M/s Sankalp & Associates, Chartered Accountant Firm [FRN:
026578N] as the Internal Auditors for the FY 2026-27.
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").
Details of Directors and Key Managerial Personnel (KMP)
Presently, the details of the Board of Directors and Key managerial personnel of the
Company comprise the following as of the closure of the financial year 2025-26:
S. No. Name |
Designation |
1. Mr. Sanjay Lodha |
Chairman &. Managing Director |
2. Mr. Vivek Lodha |
Whole Time Director |
3. Mr. Navin Lodha |
Whole Time Director |
4. Mr. Niraj Lodha |
Whole Time Director |
5. Mr. Mrutyunjay Mahapatra |
Independent Director |
6. Mr. Vikas Modi |
Independent Director |
7. Mr. Jasjeet Singh Bagla |
Independent Director |
8. Mrs. Romi Jatta |
Independent Director |
9. Mr. Ankit Kumar Singhal |
Chief Financial Officer |
10. Mr. Lohit Chhabra |
Company Secretary &. Compliance Officer |
During the financial year 2025-26, the Board of Directors had met 5 times. Details
regarding dates of the Board Meeting and the Committee's meetings for the year under
review have been disclosed in the Corporate Governance report for the year under review
made part of the Annual report. The attendance of the Directors are as mentioned below:
|
Number of meetings attended/total meetings held
during the FY 2025-26 |
Name of the Directors |
No. of Board Meetings held during their tenure |
No. of Board Meetings attended |
Mr. Sanjay Lodha |
5 |
5 |
Mr. Vivek Lodha |
5 |
5 |
Mr. Navin Lodha |
5 |
5 |
Mr. Niraj Lodha Mr. Mrutyunjay Mahapatra |
5 5 |
4 5 |
Mr. Vikas Modi |
5 |
5 |
Mr. Jasjeet Singh Bagla |
5 |
4 |
Mrs. Romi Jatta |
5 |
5 |
In accordance with the provisions of the Companies Act, Mr. Navin Lodha (DIN:
00461924), 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 27th Annual General Meeting.
Details of changes in Directors, Key Managerial Personnel & Senior Management
Personnel
Pursuant to the recommendations of the Nomination & Remuneration Committee
("NRC") and the approval of the Board of Directors, at their meeting held on
January 17,2026, shareholders approved the re-appointment of Mr. Sanjay Lodha (Managing
Director), Mr. Navin Lodha (Whole- Time Director), Mr. Vivek Lodha (Whole- Time Director)
and Mr. Niraj Lodha (Whole- Time Director) for a period of 5 years effective from August
14, 2026 to August 13, 2031. The re-appointment was subsequently approved by the members
of the Company byway of special resolutions through postal ballot dated March 20, 2026.
Declaration of independent Directors of the Company
There are 4 Independent Directors in the Company during the financial year 2025-26.
There was no change in the Independent Directors during the year under review. 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 ("MCA") 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 28, 2026, 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, based on 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.
Further, the independent directors of the Company, at their separate meeting held
during the financial year 2025-26, 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 programme 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 2025-26, 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.
Nomination and Remuneration Committee
Name of the Member |
Position in the Committee |
No of meetings in which the member is entitled to attend |
No of meetings attended by the members |
Mr. Jasjeet Singh Bagla |
Chairperson |
5 |
5 |
Mrs. Romi Jatta |
Member |
5 |
5 |
Mr. Vikas Modi |
Member |
5 |
5 |
Mr. Sanjay Lodha |
Member |
5 |
5 |
Further, Company's policy on appointment of directors and remuneration including
criteria for determining qualifications, positive attributes, independence of Directors
etc is specified in the Nomination and Remuneration Policy of the Company. The NRC Policy
of the Company is available on the website of the Company at https://netwebindia.com/investors/
Nomination%20and%70Remuneration%20Policy.pdf. The terms of reference of the Nomination
and Remuneration Committee is provided in the Corporate governance report annexed to the
Annual report for the FY 2025-26.
Audit Committee
Name of the Member |
Position in the Committee |
No of meetings in which the member is entitled to attend |
No of meetings attended by the members |
Mr. Vikas Modi |
Chairperson |
4 |
4 |
Mr. Mrutyunjay Mahapatra |
Member |
4 |
4 |
Mr. Sanjay Lodha |
Member |
4 |
4 |
The terms of reference of the Audit Committee are provided in the Corporate governance
report annexed to the Annual report for the FY 2025-26.
CSR Committee
Name of the Member |
Position in the Committee |
No of meetings in which the member is entitled to attend |
No of meetings attended by the members |
Mr. Sanjay Lodha |
Chairperson |
1 |
1 |
Mr. Navin Lodha |
Member |
1 |
1 |
Mr.Jasjeet Singh Bagla |
Member |
1 |
1 |
The terms of reference of the CSR Committee are provided in the Corporate governance
report annexed to the Annual report for the FY 2025-26.
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 V 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://
netwehindia.com/investors/Revised-CSR-Policy.pdf.
The terms of reference of the CSR Committee are provided in the Corporate governance
report annexed to the Annual report for the FY 2025-26.
Stakeholders Relationship Committee
Name of the Member |
Position in the Committee |
No of meetings in which the member is entitled to attend |
No of meetings attended by the members |
Mrs. Romi Jatta |
Chairperson |
1 |
1 |
Mr. Sanjay Lodha |
Member |
1 |
1 |
Mr. Navin Lodha |
Member |
1 |
1 |
The terms of reference of the Stakeholder Relationship Committee are provided in the
Corporate governance report annexed to the Annual report for the FY 2025-26.
Risk Management Committee
Involvement of various types of risks is prone to almost all types of industries and
the management ofyourCompany is aware of it and is in the process of identification,
assessment and mitigation of such risks. The Company
has framed a Risk Management Policy to identify and assess the risk areas, monitor and
report compliance and effectiveness of the policy and procedure. The Policy seeks to
create transparency, minimise adverse impact on the business objectives and enhance the
Company's competitive advantage. Company has constituted Risk Management Committee
consisting of the following members and their attendance in the meeting of the Committee
held during the year:
Name of the Member |
Position in the Committee |
No of meetings in which the member is entitled to attend |
No of meetings attended by the members |
Mr. Mrutyunjay Mahapatra |
Chairperson |
2 |
2 |
Mr. Sanjay Lodha |
Member |
2 |
2 |
Mr. Navin Lodha |
Member |
2 |
2 |
Risk Management Policy is available on the Company's website at https://netwebindia.com/investors/Risk%20
Management%20Policy.pdf. The terms of reference of the Risk Management Committee are
provided in the Corporate governance report annexed to the Annual report for the FY
2025-26.
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 programmes concerning sexual harassment from
time to time, for its employees and staff. The said training programmes 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 with the Maternity Benefit Act, 1961.
Disclosure regarding MSME
The Company has registered itself on Trade Receivables Discounting System platform
(TReDS) through the service providers Receivables Exchange of India Limited. The Company
complies with the requirement of submitting a half yearly return (Form MSME-l)to the
Ministry of Corporate Affairs within the prescribed timelines.
Designated person for furnishing information and extending co-operation to Registrar of
Companies (ROC) in respect of beneficial interest in shares of the Company
The Company Secretary & Compliance Officer of the Company is the designated person
responsible for furnishing information and extending cooperation to the ROC in respect of
beneficial interest in the Company's shares.
IT security breach & safety
During the financial year under review, no security breaches or incidents have
occurred. A comprehensive security risk assessment is carried out regularly and adequate
security measures are implemented to cater to changing security scenario. The Company has
implemented adequate IT security measures and processes to protect its projects,
personnel, information and assets.
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 2025-26. The ESG Committee was constituted
by the Board, to discharge its oversight responsibility on matters related to
organisation-wide ESG initiatives, priorities and leading ESG practices. The ESG Committee
consists of the following members:
Name of the Member |
Position in the Committee |
Mr. Vivek Lodha |
Chairperson |
Mr. Ankit Kumar Singhal |
Member |
Mrs. Chhavi Bahai |
Member |
Mrs. Swapnil |
Member |
Mr. Lohit Chhabra |
Member |
The Company has appointed CNK&Associates LLP, Chartered Accountants, to issue the
Limited assurance report on the BRSR core for the FY 2025-26. The assurance report forms
an integral part of the Annual report for the FY 2025-26.
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 DirectTaxes, 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 28, 2026 |
Chairman and Managing Director |
|
DIN:00461 913 |
|