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Spacenet Enterprises India Ltd.

BSE: 513249 Sector: IT
NSE: SPCENET ISIN Code: INE970N01027
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Spacenet Enterprises India Ltd. (SPCENET) - Director Report

Company director report

Dear Shareholders

Your directors are pleased to present the 12th Annual Report along withthe Audited Financial Statements of your Company for the financial year ended on 31stMarch 2022.

FINANCIAL PERFORMANCE SUMMARY:

The financial results and performance of your Company for the yearended on 31st March 2022 on Standalone and consolidated basis is summarized below:

A.Standalone Basis:

(Rs.in Lakh)

Particulars Standalone Financial Results
2021-2022 2020-2021
Revenue from operations 4054.05 997.14
Total expenses 3965.83 1075.71
Profit / (Loss) before tax 88.22 (78.57)
Tax expense
-Current tax 13.76 -
-Deferred tax (1.67) (1.31)
Profit / (Loss) after tax 76.13 (77.26)
Paid up equity share capital (face value of Rs.1/-each) 5303.58 1581.58
Earnings per share - par value of Rs. 1 per share
Basic 0.03 0.5
Diluted 0.03 0.5

Financial Highlights:

For the financial year ended March31 2022 your Company had reportedtotal income of Rs. 4054.05 Lakhs as against Rs. 997.14 Lakh during the previous financialyear ended March31 2021

The Company incurred a Net Profit of Rs. 76.13 Lakh as against Net Lossof Rs. 77.26 Lakh during the previous financial year ended March 2021.

B.Consolidated basis:

(Rs.in Lakh)

Particulars Consolidated Financial Results
2021-2022 2020-2021
Revenue from operations 4377.95
Total expenses 4294.59
Profit / (Loss) before tax 83.36
Tax expense
-Current tax 13.76 NA
-Deferred tax (1.00)
Profit / (Loss) after tax 70.60
Paid up equity share capital (face value of Rs.1/-each) 5303.58
Earnings per share - par value of Rs. 1 per share
Basic 0.03
Diluted 0.03

Financial Highlights:

For the financial year ended March31 2022 your Company had reportedtotal income of Rs. 4377.95 Lakhs and incurred a Net Profit of Rs. 70.60 Lakhs.

The Consolidated Financial Statements of your Company for the FY2020-21 need not to prepare as there is no subsidiary company to the company

The Consolidated Financial Statements of your Company for the FY2021-22 are prepared in compliance with the applicable provisions of the Companies Act2013 ('the Act') Indian Accounting Standards ('Ind AS') and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and thesame shall also be forms part of this Annual Report.

STATE OF AFFAIRS / COMPANY'S PERFORMANCE

Your company is engaged in the business of development of Softwaretools and platforms providing fast flexible and reliable commodities trading tools and toinvest acquire and to deal in gold and other commodities of all kinds agricultural orotherwise finished or unfinished goods and to take delivery and hold them as permittedunder Securities Contracts Regulation Act (SCRA) 1956 and the rules made there under andalso engaged in the business of Trade finance and Fintech and Trade Tech .

DIVIDEND:

The Board of Directors of your company after considering holisticallythe relevant circumstances have decided that it would be prudent not to recommend anyDividend for the year under review."

TRANSFER OF AMOUNT TO GENERAL RESERVE:

Board of Directors of your company has decided not to transfer anyamount to the Reserves for the year under review."

LISTING OF SHARES:

The shares of the company are listed on National Stock Exchange ofIndia Limited (NSE). The listing fee for the year 2021- 22 has already been paid to theNSE within the time limit as specified by the stock exchange.

SHARE CAPITAL:

Authorised Share capital:

The Authorised Share capital of the company as on March 31 2022 wasRs.550000000/- divided into 550000000 Equity shares of Rs. 1/- each as compared toRs. 500000000 divided into 500000000 equity shares of Rs.1/- each as on March 312021.

During the year under review the company increased the authorised sharecapital of the company from from Rs.. 500000000/- (Rupees Fifty Crores only) dividedinto 500000000 (Fifty Crores only) Equity Shares of Rs.. 1/- (Rupees one Only) each TORs.550000000/- (Rupees Fifty-Five Crore Only) divided into 550000000 (Fifty-FiveCrore Only) Equity shares of Rs. 1/- (Rupees one only) each by addition of Rs.50000000/-(Rupees Five Crore only) divided into 50000000 (Five Crore only) Equityshares of Rs. 1/- (Rupees one Only) each.

Issued Subscribed and paid-up capital:

The paid-up Equity share capital of the company as on March 31 2022was Rs.530358374/- divided into 530358374 Equity shares of Rs. 1/- each as comparedto Rs. 158158374 divided into 158158374 equity shares of Rs.1/- each as on March 312021.

The increase of Rs. 372200000/- in the paid up share capital of thecompany during the Financial Year 2021-22 was on account of issuance of 372200000equityshares on preferential basis pursuant to compliance of section 62(3) of Companies Act2013and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2018 ("SEBI ICDR Regulations.)

During the year under review your Company has not issued any shareswith differential voting rights.

EMPLOYEE STOCK OPTION PLANS:

During the year the company had granted 5520000 (Fifty Five LakhTwenty Thousand only) Employee Stock Options at an exercise price of Rs .01/- (Rupee OneOnly) per option to the Eligible Employees of the Company under the "SpacenetEmployee Stock Option Scheme-2021". as Determined by the Nomination and RemunerationCommittee in accordance with the Securities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 and complied all these Regulations.

PUBLIC DEPOSITS:

Your Company has neither accepted nor renewed any fixed deposits fromthe public within the meaning of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 and as such no principal or interest was outstandingas on the date of the Balance sheet during the financial year under review.

CORPORATE GOVERNANCE

The Company will continue to uphold the true spirit of CorporateGovernance and implement the best governance practices.

A report on Corporate Governance pursuant to the provisions ofCorporate Governance Code stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report and Full details of thevarious board committees are also provided therein along with Auditors' Certificateregarding compliance of conditions of corporate governance is enclosed as Annexure 'I'.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis is enclosed as Annexure '2'.

AUDITORS:

Statutory Auditors:

At the 11th Annual General Meeting held on 24th September 2021 themembers approved the appointment of M/s Jayesh Sanghrajka and Co LLP. CharteredAccountants (Firm Registration No: 104184W/W100075) as Statutory Auditors of the companywho shall hold office from the conclusion of 11th Annual General Meeting till conclusionof the 16th Annual General Meeting of the company for a term of consecutive Five (5)years.

The requirement to place the matter relating to appointment of auditorsfor ratification by Members at every AGM has been done away by the Companies (Amendment)Act 2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.

Internal Auditors:

The Internal Auditors are submitting their reports on quarterly basisand performing the duties of internal auditors of the company and their report is reviewedby the audit committee from time to time.

The Board of Directors based on the recommendation of the AuditCommittee have appointed M/s. Navitha & Associates Chartered Accountants(Registration No. 012026S) as Internal Auditors of the Company at the board meeting heldon 12-11-2020 and continuing till On 30th June2022

On 30th June2022 M/s. Navitha & Associates CharteredAccountants (Registration No. 012026S) as Internal Auditors of the Company Tendered theirResignation from the office of Internal Auditors w.e.f. 30th June2022 due totheir pre occupation.

Cost Auditors:

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has Re- appointed Desina Balarama Krishna Company Secretary in Practice CP No.22414 as Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY2021-22

Statutory Auditors' Report:

The statutory auditors' report do not contain any qualificationsreservations or adverse remarks. During the year the statutory auditors have not reportedany instances of frauds committed in the Company by its Officers or Employees to the AuditCommittee under section 143(12) of the Companies Act.

Secretarial Auditors' Report

The Secretarial Audit Report in Form MR-3 is annexed herewith as 'Annexure-3'to this Board report. During the year the Secretarial auditors have not reported anyinstances of frauds committed in the Company by its Officers or Employees to the AuditCommittee under section 143(12) of the Companies Act.

The secretarial auditors' report do not contain any qualificationsreservations or adverse remarks except the following reporting

The Company has received a letter from National Stock Exchange (NSE)dated 24th May 2021 imposing a fine of Rs. 11800 (Rs. 10000 = Fine; Rs. 1800 = IGST)under Regulation 29 of the Securities and Exchange Board of India(Listing Obligations andDisclosure Requirements) Regulations 2015 with respect to Prior Intimation of BoardMeeting.

The company has paid the same and complied the said regulation byplacing before the Board and intimating the same to NSE and thereafter the board has takenutmost care while giving intimations to the stock exchanges.

The board discussed the above at their board meetings and initiatedvarious measures not happened the same and decided to take utmost care while givingintimations to the stock exchanges and the same discussions also intimated to the stockexchange also

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31March 2022 for all applicable compliances as per the Securities and Exchange Board ofIndia Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by Mr. D. BlaramaKrishna CP No. 22414 has been submitted to the Stock Exchanges within 60 days of the endof the Financial Year 2022.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The Board of directors of the Company has an optimum combination ofExecutive Non-Executive and Independent Directors with one-woman Independent Director.

The Board of the Company is duly constituted. None of the directors ofthe company is disqualified under the provisions of the Companies Act 2013 (the 'Act') orunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Declaration by independent directors

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/ she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Certificate on Non- Disqualification of Directors pursuant toRegulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual Report.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered andare members of Independent Directors Databank maintained by the Indian Institute ofCorporate Affairs (IICA).

Appointments:

Based on the recommendation of Nomination and Remuneration Committeethe Board of Directors have appointed Mr. Prathipati Parthasarathi (DIN: 00004936) as anIndependent Director of the Company in their meeting held on 30th April2021who holds office for a term of five consecutive years from 30th April 2021.

Re-appointments:

In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Satya Srikanth Karaturi (DIN: 07733024) retires by rotation and being eligibleoffers himself for re-appointment.

Pursuant to the provisions of regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard 2 onGeneral Meetings issued by ICSI brief particulars of the directors proposed to beappointed/ re-appointed are provided as an annexure to the notice convening the AGM.

Resignations:

During the year under review Mr.Srinivasa Rao Tatipaka (DIN:02449906) Whole-time Director of the Company tendered his resignation from the office ofDirector with effect from 30th April 2021.

Key Managerial Personnel (KMP):

Following are the are Key Managerial Personnel of the Company inaccordance with the provisions of Section(s) 2(51) and 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

1. Mr.Satya Srikanth Karaturi- Whole Time Director

2. Mr. Dasigi Venkata Surya Prakash Rao- Executive Director & CFO

3. Mr. M.Chowda Reddy- Company Secretary & Compliance Officer

Directors and Officers Insurance ('D&O'):

As per the requirements of Regulation 25(10) of the SEBI ListingRegulations the Company need not to take 'D and O insurance for its Directors and membersof the Senior Management since it is applicable to only 500 listed entities whereas thecompany is on the top 2000 listed entities.

Number of Board Meetings during the Year:

During the FY 2021-2022 Ten (10) meetings of the board were held thedetails of which have been disclosed in the corporate governance report which forms partof the Board's report. The maximum interval between any two meetings did not exceed 120days as prescribed by the Companies Act 2013.

Independent Directors' Meeting

The Independent Directors met on 14th March 2022 without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of non-independent directors and the Board as a whole;the performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as on March 312022 the Board has the following committees:

1. Audit Committee:

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

During the year all recommendations made by the committees wereapproved by the Board.

A detailed note on the composition of the committees and meetings heldduring the year and attendance of its members are provided in the Corporate governancereport which forms part of the Board's report.

Policy on Directors' Appointment and Remuneration and Other Details

The Company's policy on directors' appointment and remuneration andother matters provided in section 178(3) of the Act have been disclosed in the corporategovernance report which forms part of this directors' report.

ANNUAL EVALUATION OF BOARD AND ASSESSMENT

The company believes that formal evaluation of the board and of theindividual directors on an annual basis is a potentially effective way to respond to thedemand for greater board accountability and effectiveness. For the company evaluationsprovide an ongoing means for directors to assess their individual and collectiveperformance and effectiveness. In addition to greater board accountability evaluation ofboard members helps in:

¦ More effective board processes

¦ Better collaboration and communication

¦ Greater clarity with regard to members' roles andresponsibilities and

¦ Improved Chairman - Managing Director - Board relations;

By focusing on the board as a team and on its overall performance thecompany ensures that communication and overall level of participation and engagement alsoimproves.

In order to facilitate the same the board undertook a formal boardassessment and evaluation process during FY 2021-22. The board evaluation was performedafter seeking inputs from all the directors and included criteria such as the boardcomposition and structure effectiveness of board processes information and functioningas provided by the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India.

The Leadership Nomination & Remuneration Committee has overallstewardship for the process.

The evaluation process covers the following aspects:

¦ Peer and self-evaluation of Directors;

¦ Evaluation of the performance and effectiveness of the board;

¦ Evaluation of the performance and effectiveness of BoardCommittees;

¦ Evaluation of the performance of the KMP

¦ Feedback on management support to the Board;

The evaluation process elicits responses from the directors in ajudicious manner - ranging from Composition and induction of the board to effectivenessand governance.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration andother matters provided in section 178(3) of the Act have been disclosed in the corporategovernance report which forms part of this directors' report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the company for that period;

c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed bythe company and such internal financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

COMPLIANCE WITH ICSI SECRETARIAL STANDARDS ON BOARD AND GENERALMEETINGS

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (The ICSI) and that such systems are adequate and operatingeffectively. During the year under review the Company has complied with secretarialstandards issued by the Institute of Company Secretaries of India Such as SS-1 & SS-2.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance offraud and mismanagement if any in the Group. The Policy provides for adequate safeguardsagainst victimization of employees who avail the mechanism and also provides for directaccess to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with section 92(3) of the Companies Act 2013 a copy ofthe annual return in the prescribed format as on 31 March 2022 is available on theCompany's website at http://spacenetent.com/

POLICY ON MATERIAL SUBSIDIARIES:

The Policy on Material Subsidiaries as per SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 as approved by the Board is uploaded on thewebsite of your Company which may be accessed athttps://www.spacenetent.com/Investor-Relations.html

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Companyduring the year under review. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTIONFUND:

Pursuant to the provisions of Section 124 (5) of the Companies Act2013 No amount which remained unclaimed for a period of seven years has been transferredby the Company to the Investor Education and Protection Fund established by the CentralGovernment during the financial year 2021-22.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act 2013No shares in respect of which dividend has not been paid or claimed for seven consecutiveyears were transferred by the Company in the name of Investor Education and ProtectionFund during the financial year 2021-22.

PARTICULARS OF EMPLOYEES:

The statement of Disclosure pertaining to remuneration and otherdetails as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in "Annexure- 4".

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the ListingRegulations detailing various initiatives taken by the Company on the environmentalsocial and governance is not applicable to the company during the financial year 2021-22under review.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve itsobjectives. Keeping this in view your Company takes utmost care to attract and retainquality employees. The employees are sufficiently empowered and conducive work environmentpropels them to achieve higher levels of performance. The unflinching commitment of theemployees is the driving force behind the Company's vision. Your Company appreciates thespirit of its dedicated employees.

PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of InsiderTrading with a view to regulate trading in securities by the directors KMP s anddesignated employees of the company. The code requires pre-clearance for dealing in thecompany's securities and prohibits the dealing in securities of the company while inpossession of unpublished price sensitive information in relation to the company. TheBoard and the designated employees have confirmed compliance with the code.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARINGSAND OUTGO:

The company has no activities relating to Conservation of EnergyTechnology Absorption.

Foreign Exchange earnings and Outgo during the year under review asgiven below:

Particulars For the Year ended 31st March-2022 (Rs.in lakhs) For the Year ended 31st March-2021 (Rs.in lakhs)
Foreign Exchange Earnings 101.36 543.94
Foreign Exchange outgo 74.50 690.31

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there are no orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

MATERIAL CHANGES AND COMMITMENTS:

During the year under review the company converted the unsecured LoanAmounts of Rs.372200000/- into fully paid Equity shares of Rs.1/- each and Allotted372200000 equity shares to Lenders pursuant to compliance of 62(3) of CompaniesAct2013 and Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 ("SEBI ICDR Regulations.)

Post the aforesaid allotment the Issued Subscribed and Paid-up ShareCapital of the Company has been increased from 158158374 Equity Shares of Rs.1/- eachfully paid-up to 530358374 Equity Shares of Rs.1/- each fully paid-up.

The Result of the above conversion boost up the financial performanceof the company by creating a good and positive net worth of the company and reduced thedebt burden and also retain the funds with the company in the form of equity capital andwhere that resulted the company to come out of the purview GSM Stages to Regular Tradingof script of the company on stock exchange and enhanced the value addition to the wealthof all stakeholders of the company.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has undertaken green initiativein Corporate Governance by allowing paperless compliances by the Companies and permittedthe service of Annual Reports and documents to the shareholders through electronic modesubject to certain conditions and the Company continues to send Annual Reports and othercommunications in electronic mode to the members who have registered their email addresseswith the Company/RTA.

HOLDING SUBSIDIARY JOINT VENTURES (JV) AND ASSOCIATE COMPANIES:

As per the provisions of Sections 129 of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a separate statement containing thesalient features of the Financial Statements of the Subsidiary Companies/AssociateCompanies/JV in Form AOC-1 and is enclosed as Annexure 5'.

RELATED PARTY TRANSACTIONS

The company has complied with the provisions of section 188(1) of theAct dealing with related party transactions. Information on transactions with relatedparties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Form AOC-2 and is enclosed as Annexure 6'.

RISK MANAGEMENT

During the financial year under review the company need not toconstitute a Risk Management Committee and formulated a policy on the Risk Management inaccordance with the Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to frame implement and monitor the riskmanagement plan for the Company

INSURANCE

All properties and insurable interests of the Company have been fullyinsured.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR:

Neither any application was made nor are any proceedings pending underthe IBC 2016 during the year Ended on 31st March 2022.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of loans given investments made guarantees given andsecurities provided as per the provisions of Sections 186 of the Companies Act 2013 alongwith the purpose for which the loan guarantee or security is proposed to be utilised bythe recipient are provided in the Financial Statements of the company forms part of thisannual report.

CEO'S DECLARATION:

Pursuant to the provisions of Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015 a declaration by the ManagingDirector & CEO/Whole Time Director of the company declaring that all the members ofthe board and the senior management personnel of the company have affirmed compliance withthe Code of Conduct of the company .

The CEO/CFO certification to the board pursuant to Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofCorporate Governance Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2022.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT ATWORK PLACE:

Your Company strongly supports the rights of all its employees to workin an environment free from all forms of harassment. The Company has adopted a Policy onPrevention Prohibition and Redressal of Sexual Harassment at workplace The policy aims toprovide protection to Employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where Employees feel secure.

The Company has not received any complaint on sexual harassment duringthe year 2021-2022 DISCLOSURE REQUIREMENTS-POLICIES

The Policies adopted by the Company as per statutory and governancerequirements are as follows and the same policies are Uploaded on website of the Companyat http://spacenetent.com/

1. Board Diversity Policy

2. Business-Responsibility-Policy

3. Code of Fair Disclosure of Unpublished Price Sensitive Information

4. Code on Prohibition of Insider Trading

5. Code-of-Conduct-or-Directors-and-Senior-Management

6. Familiarization-Programme-for-Independent-Directors

7. Nomination & Remuneration Policy

8. Policy-on-Preservation-of-Documents-and-Archival

9. Policy-on-related-party-transactions

10. Terms and code for of Independent Directors

11. Whistle-Blower-Policy

12. Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace

13. Policy for Determination of Material Subsidiary

14. Policy for Determination of Materiality of Events & Information

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their sincereappreciation to the shareholders customers bankers suppliers and other businessassociates for the excellent support and cooperation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation andsupport provided by the Central and State Governments Stock Exchanges SEBI RBI andother Regulatory Bodies.

For Specenet Enterprises India Limited For Specenet Enterprises India Limited
Sd/- Sd/-
Satya Srikanth Karaturi Dasigi Venkata Surya Prakash Rao
Whole Time Director Executive Director
DIN:07733024 DIN: 03013165
Date: 03-09-2022
Place: Hyderabad

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