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Stampede Capital Ltd.

BSE: 531723 Sector: Financials
NSE: STAMPEDE ISIN Code: INE224E01028
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OPEN 0.78
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VOLUME 25780
52-Week high 0.82
52-Week low 0.59
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Stampede Capital Ltd. (STAMPEDE) - Director Report

Company director report

To

The Members of

Stampede Capital Limited ('Company')

The Your Directors (hereinafter referred to as the Board) have pleasure in presentingthe 26th(Twenty Sixth)Annual Report of the Company together with the AuditedFinancial Statements for the year ended March 31 2021.

1. FINANCIALS:

A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:

The Financial Performance of the Company for the year ended March 31 2021 issummarized below:

(Figures - Rs. In Lakhs)

Particulars Year ended March 31 2021 Year ended March 31 2020
Operational & Other Income 1050.70 182.54
Total Expenses including Interest Expense and Depreciation and Amortization Expense (1150.45) (637.42)
Loss before exceptional items and tax (99.75) (454.88)
Prior period items NIL NIL
Exceptional Items NIL NIL
Provision for diminution in the value of investments NIL (375)
Loss before tax (99.75) (829.88)
Current Tax NIL 2.09
Loss after tax (99.75) (827.79)

Note: Previous periods figures have been regrouped / rearranged wherever necessary.

B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

For the Financial Year ended March 31 2021 your Company had reported total Income ofRs. 1050.70/- (In Lakhs) as against Rs. 182.54/- (In Lakhs) during the previous FinancialYear. The Company recorded a net loss of Rs. (99.75)/- (In Lakhs) as against net loss ofRs. (827.79)/- (In Lakhs) during the previous Financial Year depicting reduction of 87.94%Losses.

Further there is no change in nature of Business Activity of the Company during theyear under review.

KEY INITIATIVES / DEVELOPMENTS:

• The Company has also received approval from Bombay Stock Exchange (BSE) for CashSegment (Deposit Based Member) w.e.f. Saturday November 14 2020 under membership no.6479.

• The Company has received approval for Algorithmic (Algo) Trading from NationalStock Exchange of India Limited on December 16 2020.

• Your Board of Director has to consider from time-to-time proposals fordiversification into areas which would be profitable for the Company as part ofdiversification Plans. For this purpose the object Clause of the Company was alteredconsequent to approval of members of the Company through special resolution passed throughpostal ballot dated April 05 2021 to consider embarking upon new projects and activities.

The alteration in the Objects Clause of the Memorandum of Association facilitateddiversification which enabled the company to enlarge the area of operations and carry onits business economically and efficiently and activities can be under the existingcircumstances conveniently and advantageously combined with the present activities of theCompany.

C. SHARE CAPITAL:

During the year under review your Company's Authorized Share Capital is Rs.340000000 comprising of 340000000 Equity Shares of Rs. 1/- each. The Company'spaid-up capital is Rs. 229011200 Equity Shares of Rs. 1/- each fully paid up and57252800 Differential Voting Right Shares of Rs. 1/- each fully paid up.

The Board of Directors in its meeting held on October 30 2019 decided to make anApplication with Bombay Stock Exchange in order to take No objection Certificate pursuantto provision of Regulation 37 of SBI (Listing Obligation & Disclosure Requirements)Regulations 2015.In furtherance to the same the Bombay Stock Exchange and National StockExchange had issued No Objection Certificate to the Company on October 26 2020 andOctober 22 2020.

The Board of Directors in its meeting held on November 27 2020 approved reduction ofShare Capital on the basis of No Objection Certificate received from Bombay Stock Exchangeand National Stock Exchange which was subsequently approved by members of the Company inan Annual General Meeting held on December 29 2021 by way of Special Resolution.

D. DIVIDEND:

In view of the accumulated losses your Directors have not recommended any dividend onEquity Shares for the Financial Year 2020-21.

E. TRANSFER TO RESERVES:

As there are losses for the Financial Year 2020-21 the Company did not transfer anyamount to reserves during the Year.

F. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education &Protection Fund (IEPF) and does not have unclaimed dividend which remains to betransferred to Unpaid Dividend Account.

G. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of Financial Statements provided in this Annual Report.

H. DEPOSITS:

During the year under review the Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review. Hence the requirement for furnishing of details relating todeposits covered under Chapter V of the Act or the details of deposits which are not incompliance with the Chapter V of the Act is not applicable.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the year under review the Company had no Subsidiary(ies) Associate(s) andJoint Venture(s). Hence the said clause in not applicable.

3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the year under review neither the Company is subsidiary of any Company or bodycorporate nor the Company has subsidiary. Hence the said clause in not applicable.

4. CONSOLIDATED FINANCIAL STATEMENTS:

During the year under review the Company had no Subsidiary(ies) Associate(s) andJoint Venture(s). Hence the said clause in not applicable.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed hereto and marked as Annexure- A.

6. RELATED PARTY TRANSACTIONS:

A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were onan arm's length basis and were in the ordinary course of business as part of Company'sphilosophy of adhering to highest ethical standards transparency and accountability.These transactions are not likely to have any conflict with Company's interest.

All Related Party Transactions up to March 31 2021 were placed before the AuditCommittee and the Board for Approval. Also prior omnibus approval of the Audit Committeewas obtained for Related Party Transactions for the Financial Year 2020-21. Thetransactions entered into pursuant to the omnibus approval so granted were audited and astatement giving details of all related party transactions was placed before the AuditCommittee for its review on a quarterly basis. The particulars of transactions between theCompany and its related parties as per the Accounting Standard-18 are set out at Note24 in Notes to Accounts in the Annual Report.

The particulars of contracts or arrangements with related parties as defined underSection 188 of the Companies Act 2013 in the prescribed Form AOC - 2 is annexedhereto and marked as Annexure -B and forms part of this Report.

In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard has approved a policy on related party transactions. An abridged policy on relatedparty transactions has been placed on the Company's website at:

B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER& PROMOTER GROUP:

During the year under review the Company has not made any transaction with person topromoter & promoter group that hold 10% or more shareholding of the Company except theCompany has outstanding loan amount of Rs. 35606401/- from GAYI ADI Holdings PrivateLimited (Formerly known as GAYI ADI Management and Trends Private Limited) which isoutstanding as on March 31 2021.

C. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OFTHE COMPANY:

During the year under review the Company had no Subsidiary(ies) and Associate(s).Hence the said clause in not applicable

7. MATTERS RELATED TO INDEPENDENT DIRECTORS:

A. DECLARATIONS BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence as requiredpursuant to section 149 (7) of the Companies Act 2013 and Regulation 16 and 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 stating that they meetthe criteria of independence as provided in sub-section (6). There has been no change inthe circumstances which has affected their status as independent director.

Further Non-Executive Directors of the Company had no pecuniary relationship otherthan sitting fee for attending meetings.

B. EVALUATION BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directorhas carried out annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder relationship Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors held on March 10 2021 performance ofnonindependent directors performance of the Board as a whole and performance of theChairman was evaluated taking into account the views of executive director. The same wasdiscussed in the Board meeting held on August 03 2021 at which the performance of theBoard its Committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire Board excluding the independent directorbeing evaluated.

C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors of the Company Mr. Anil Thakur and Mr.Parmeshwar Botla Non-Executive Independent directors on the Board of the Company areindependent of the management and complies with criteria of Independent Director assubmitted by them under Companies Act 2013 and under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013.

Further the afore-said independent director does possess integrity expertise and alsohave vast experience which is necessary or suitable to be the Director of the Company.

8. MATTERS RELATING TO BOARD OF DIRECTORS:

A. MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2020-21:

During the year under review the Board met 10 Ten times in accordance with theprovisions of the Companies Act 2013 to discuss and decide on various businessstrategies policies and other issues.

The intervening gap between any two Meetings was not more than the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

The Company has complied with the applicable Secretarial Standards in respect of allthe aboveBoard Meetings.

The detailed composition of Board of Directors and requisite details are given in theCorporate Governance Report.

B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD. ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects ofthe Board's functioning its performance and as well as that of its committee i.e. AuditNomination and Remuneration Stakeholders Relationship and individual directors. Thecriteria for performance evaluation of the Board include aspects like composition of theBoard and its Committees culture execution and performance of specific dutiesobligations and governance experience competencies etc. The exercise was carried outthrough a structured evaluation process covering various aspects of the Boards functioningsuch as composition of the Board and Committees experience and competencies performanceof specific duties and obligations governance issues etc. Separate exercise was carriedout to evaluate the performance of Individual Directors who was evaluated on parameterssuch as attendance contribution at the meetings and otherwise independent judgmentsafeguarding of minority shareholders interest The Board of Directors expressed theirsatisfaction with the evaluation process.

9. APPOINTMENT. RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2020-21:

As on March 31 2021 the Board of Directors of the Company comprised of 6(Six)Directors including 1 (One) Managing Director 1 (One) Whole Time Director 2 (Two)Non-Executive Non-Independent Director including 1 (One) Woman Director and 2 (Two)Non-Executive Independent Directors.

A. APPOINTMENT:

• Mr. Parmeshwar Botla was appointed as the additional Non-Executive IndependentDirector of the Company w.e.f. November 12 2020 and subsequently approved by the membersof the Company in 25th Annual General Meeting of the Company held on December29 2020.

• Mr. Anil Thakur was appointed as the additional Non-Executive IndependentDirector of the Company w.e.f. November 12 2020 and subsequently approved by the membersof the Company in 25th Annual General Meeting of the Company held on December29 2020. Further Mr. Anil Thakur Independent Director of the Company was designated asPermanent Chairman of the Company in the Board Meeting of the Company held on November 252020.

• Mr. Naveen Parashar was appointed as the additional Non-ExecutiveNon-Independent Director of the Company w.e.f. November 13 2020 and subsequently approvedby the members of the Company in 25th Annual General Meeting of the Companyheld on December 29 2020. Further the Board of Directors in its meeting held on June 292021 had resolved to elevate Mr. Naveen Parashar as Executive Director of the Companywhich shall be subject to approval of members of the Company in ensuing 26thAnnual General Meeting of the Company. Necessary resolution for change is designation isattached in the Notice of 26th Annual General Meeting attached herewith.

• Mrs. Shaik Haseena appointed as the additional Non-Executive Non-IndependentDirector of the Company w.e.f. November 13 2020 and subsequently approved by the membersof the Company in 25th Annual General Meeting of the Company held on December29 2020.

• Mr. Srinivas Maya appointed as the additional Non-Executive Director of theCompany w.e.f. January 24 2020. However the Board of Directors in its meeting held onNovember 13 2020 has changed his designation and appointed him as Whole Time Director ofthe Company which was subsequently approved by members of the Company in 25thAnnual General Meeting of the Company held on December 29 2020.

• Mr. Jonna Venkata Tirupati Rao was appointed as Managing Director of the Companyw.e.f. November 27 2020 and subsequently approved by the members of the Company in 25thAnnual General Meeting of the Company held on December 29 2020.

B. RESIGNATION OF DIRECTORS:

• Mr. Sudheer Vegi has tendered his resignation as the Executive Director of theCompany w.e.f. November 12 2020.

• Mrs. Chukka Lakshmi has tendered his resignation as the Independent Director ofthe Company w.e.f. November 11 2020.

• Mr. Chukka Siva Satya Srinivas has tendered his resignation as the IndependentDirector of the Company w.e.f. November 11 2020.

• Mr. Vishnuvardhan Reddy Guntaka has tendered his resignation as the ExecutiveDirector of the Company w.e.f. July 16 2020.

• Mr. Satya Srikanth Karaturi has tendered his resignation as the IndependentDirector of the Company w.e.f. November 12 2020.

• Mr. Venkata Krishnayya Nekkanti has tendered his resignation as the IndependentDirector of the Company w.e.f. November 11 2020.

10. APPOINTMENT REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THEYEAR 2020-21:

A. APPOINTMENT:

• Mr. Abhishek Jain was appointed as Company Secretary & Compliance Officer bythe Board of Directors on June 16 2020.

• Mr. Renduchintala Sri Naga Satya Venkata Jagannadha Prasad was appointed asChief Financial Officer of the Company by the Board of Directors on November 13 2020.

B. RESIGNATION:

Mr. Prathipati Parthasarathi resigned from the post of Chief Financial Officer of theCompany w.e.f. November 11 2019.

11. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

As on the date of approval of Directors' Report following are the Committees of Boardof Directors of the Company constituted under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 Companies Act 2013 and applicableregulations of Securities and Exchange Board of India (SEBI Regulations). Composition ofthe following Committees are also hosted on the website of the Company athttps://www.stampedecap.com/static/composition-of-committee.aspx:

A. AUDIT COMMITTEE

B. NOMINATION AND REMUNERATION COMMITTEE

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

D. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OFWOMAN AT WORKPLACE

E. INQUIRY COMMITTEE

The constitutions composition terms of reference details of meetings and attendanceof members of afore-mentioned Committees have been mentioned in the Corporate GovernanceReport.

F. CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under theprovisions of Section 135 of the Companies Act 2013 the compliances under CSR are notapplicable to the Company.

G. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "VigilMechanism Policy" (Whistle Blower Policy) for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any financial statements and reports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The policy is alsoavailable on the Company's website at

https://www.stampedecap.com/files/Policy/Whistle%20Blower%20Policy.pdf

H. RISK MANAGEMENT POLICY:

The Company is not required to constitute Risk Management Committee pursuant toRegulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.However the Company has formulated internal risk management policy to deal with the risksthat might become threat to the existence of the Company and subsequently affect the goingconcern status of the Company.

12. AUDITORS & REPORTS:

A. STATUROTY AUDITORS OF THE COMPANY:

At the 23rd Annual General Meeting (AGM) held on September 28 2018 M/s.Navitha and Associates Chartered Accountants Hyderabad having FirmRegistration No.005120S have been appointed Statutory Auditors of the Company for a periodof 5 years from the conclusion of 23rd AGM until the conclusion of the 28thAnnual General Meeting.

M/s Navitha and Associates Chartered Accountants (FRN: 005120S) vide their letterdated August 13 2021 have resigned from the position of Statutory Auditors of theCompany resulting into a casual vacancy in the office of Statutory Auditors of theCompany as envisaged by section 139 (8) of Companies Act 2013.

The Board of Directors at its meeting held on August 13 2021 on the basis ofrecommendation of Audit Committee and pursuant to the provisions of Section 139(8) of theCompanies Act 2013 have appointed M/s. Gorantla & Co. Chartered Accountantto holdoffice as the Statutory Auditors of the Company till the conclusion of 26th AGMand to fill the casual vacancy caused by the resignation of M/s Navitha and AssociatesChartered Accountants (FRN: 005120S) subject to the approval by the members in ensuringMeeting of the Company at such remuneration as may be mutually decided by the Board ofDirectors of the Company and the Statutory Auditors.

Further pursuant to recommendation of Audit Committee Board of Directors alsoapproved appointment of M/s. Gorantla & Co. Chartered Accountants as StatutoryAuditors of the Company to hold office for a period of five consecutive years from theconclusion of the Twenty Sixth (26th) AGM till the conclusion of the ThirtyFirst (31st) AGM to be held in year 2026-27. Accordingly your Board ofDirectors also recommend passing of resolution for appointment of M/s. Gorantla & Co.Chartered Accountants for a period of 5 consecutive years.

Necessary resolutions for appointment as Statutory Auditor have been annexed to theNotice of 26th Annual General Meeting of the Company annexed with this AnnualReport.

B. SECRETARIAL AUDITORS OF THE COMPANY:

Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 inter-alia requires every listed company to annexwith its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board appointed M/s Diksha Pandey &AssociatesCompany Secretary in Practice (M No. A60568 CP No. 24388) Hyderabad asSecretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year2020-21 and their report is annexed hereto and marked as Annexure - C. Managementreply on observations marked out by Secretarial Auditor is given below:

Sr. No. Observations/ Remarks of the Secretarial Auditor Management Reply
1. Non - Maintenance of Minimum Net - worth pursuant to provision of Schedule VI of Securities and Exchange Board of India (Stock Brokers) Regulations 1992 During the year there was an instance where Company did not maintain minimum net- worth. The Company has been in regular compliance of the said provision and thus maintaining positive net-worth since then.
2. Secretarial Annual Compliance Report has not been uploaded on Website for Financial Year 2019- The Company has uploaded the Secretarial Annual Compliance Report for Financial Year 2018-19 and 2019-20 on the website of the
20. Company and the same can be accessed at: https: //www.stampedecap.com/static/annual- secretarial-compliance-report.aspx
3. Name of Mr. Parameshwar Botla and Mr. Anil Thakur Independent Directors of the Company have not been included in data bank of Independent Director pursuant to the provision of Section 150 of Companies Act 2013 read with rule 6 of Companies (Appointment and Qualification of Directors) Rules 2014 Mr. Parameshwar Botla had made an application with agency for inclusion of his Name into Data Bank. Name of Mr. Parameshwar Botla has been included in Data Bank and his Registration No is IDDB-DI- 202109-037222. Due to technical error on Portal of Agency authorized to register name of Independent Director in data bank Mr. Anil Thakur Independent Director of the Company is not able to make an application. He has already registered grievance with Data Bank Agency via Email.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 inter-alia requires every listed company to annex with its Board's report aSecretarial Annual Compliance Report given by a Company Secretary in practice in theprescribed form. The Board of Directors have appointed M/s Diksha Pandey & AssociatesCompany Secretary in Practice (M No. A60568 CP No. 24388) has provided Secretarial AnnualCompliance Report for the Financial Year 2020-21 and their report is annexed hereto andmarked as Annexure - D. Management reply on observations marked out by CompanySecretary in Practice is as same as given above.

C. COST AUDITORS OF THE COMPANY:

During the Year under review in terms of Section 148 of the Companies Act 2013 theCompany is not required to appoint Cost Auditor of the Company.

D. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review the Statutory Auditors have not reported any incident offraud to the Audit Committee or to the Board of Directors of the Company.

E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. This ensures that all transactions are authorized recordedand reported correctly and assets are safeguarded and protected against loss fromunauthorized use or disposition. Your Company has adequate internal controls for itsbusiness processes across departments to ensure efficient operations compliance withinternal policies applicable laws and regulations protection of resources and assets andappropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy andcompliance with policies plans and statutory requirements. It comprises of experiencedprofessionals who conduct regular audits across the Company's operations. The Company hasalso appointed a firm of Chartered Accountants as Internal Auditors who reviews thevarious functions of the Company thoroughly and report to the Audit Committee. During theyear under review the Risk Management Committee of the Company had reviewed the newrequirement of Internal Control over Financial Reporting ("ICOFR") and finalizedthe detailed analysis of key processes and these were presented for review by theStatutory Auditors. The control mechanism and the process of testing of controls werediscussed with the Statutory Auditors. The Statutory Auditors have submitted their reporton the Internal Financial Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company intheir report as required under the Companies (Auditor's Report) Order 2003.

The Company had appointed M/s Gorantla & Co & Associates CharteredAccountants as Internal Auditor of the Company for the Financial Year 2020-21.

13. INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken outsuitable cover for Public Liability.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 the draftAnnual Return for the Financial Year ended March 31 2021 made under the provisions ofSection 92 (3) of the Act is made available on the website of the Company and can beaccessed at: https://www.stampedecap.com/files/downloads/annualReports/637666990438059884Draft MGT- 7-Stampede Capital Limited-2020-21.pdf

15. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27 clauses (b) to (i) ofRegulation 46 (2) and Para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed hereto and marked as Annexure - Eand forms part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired pursuant to Part B of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto and marked as Annexure -F andforms part of this Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has an employee drawing remuneration above the limits mentioned in Section197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime the details of the same is given under annexures hereto marked as Annexure -G.

18. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

Pursuant to the requirement of Section 134 (3) (q) of the Companies Act 2013 read withRule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmed that duringFinancial 2020-21 there were no significant or material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and your Company's operations infuture.

However the Company has received show cause notice from National Stock Exchange datedDecember 07 2020 and December 15 2020.

19. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (31OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

20. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONETIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIALINSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT:

The said clause is not applicable since there is no material changes that can affectthe Financial Position of the Company between the end of the Financial Year and date ofReport.

22. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company's businessoperations. We are subject to laws and regulations in diverse areas as trademarkscopyright patents competition employee health and safety the environment corporategovernance listing and disclosure employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulationswith multiple authorities regulating same areas lead to complexity in compliance. Weclosely monitor and review our practices to ensure that we remain complaint with relevantlaws and legal obligations.

23. SYSTEM AND INFORMATION:

Your Company's operations are increasingly dependent on IT systems and the managementof information. Increasing digital interactions with customers suppliers and consumersplace even greater emphasis on the need for secure and reliable IT systems andinfrastructure and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information ordisruption to operations continues to increase. To reduce the impact of externalcyber-attacks impacting our business we have firewalls and threat monitoring systems inplace complete with immediate response capabilities to mitigate identified threats. Ouremployees are trained to understand these requirements.

24. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and General Meetings (SS-2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.

25. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the company for the year ended March 31 2021 the Board ofDirectors hereby confirms that

A. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable Accounting Standards have been followed and that there are no materialdepartures;

B. Appropriate accounting policies have been selected and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the loss of theCompany for the year ended March 31 2021;

C. Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

D. They have prepared the annual financial statements on a "Going Concern"basis.

E. Proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

F. Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

26. GENERAL DISCLOSURES:

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

A. DISCLOSURE UNDER SECTION 43 (a) (ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished

B. DISCLOSURE UNDER SECTION 54 (1) (d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

C. DISCLOSURE UNDER SECTION 62 (1) (b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

D. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT. 201 3:

There were no instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 is furnished.

27. OTHER DISCLOSURES

A. TAKEOVER:

During the year under review pursuant to the provision of SEBI (SubstantialAcquisition of Shares and Takeover) Regulations 2011 Gayi Management & Trends PrivateLimited the Acquirer along with Person acting in concert has acquired up to 74428650(Seven Crore Forty Four Lakh Twenty Eight Thousand Six Hundred Fifty only) sharesconsisting of 59542920 (Five Crore Ninety Five Lakh Forty Two Thousand Nine Hundred andTwenty only) fully paid-up equity shares of face value of INR 1 (Indian Rupee One) each("Equity Shares") and 14885730 (One Crore Forty Eight Lakh Eighty FiveThousand Seven Hundred Thirty only) fully paid-up differential voting right shares of facevalue of INR 1 (Indian Rupee One) each ("DVR Shares") of Stampede CapitalLimited Target Company.

B. CHANGE IN REGISTERED OFFICE OF COMPANY:

During the year under review the Company has shifted its Registered Office FROM RoyalPavilian Apartment H. No. 6-3-787 Block — A Flat No. 1003 AmeerpetHyderabad-500016 Telangana TO 402 to 404 4th Floor Saptagiri TowersBegumpet above Pantaloons Hyderabad-500016 Telangana India. pursuant to approval ofBoard of Directors of the Company in its meeting held on November 13 2020.

During the year under review the Company has shifted its Registered Office FROM 402to 404 4th Floor Saptagiri Towers Begumpet above Pantaloons Hyderabad-500016Telangana India. TO KURA Towers 10th Floor D. No.1-11-254 &1-11-255 S.P. Road Begumpet Hyderabad- 500016 Telangana India. pursuant to approvalof Board of Directors of the Company in its meeting held on August 03 2021.

C. ADDITION OF PROMOTERS OF THE COMPANY:

During the year under review pursuant to the provision of SEBI (SubstantialAcquisition of Shares and Takeover) Regulations 2011 Gayi Adi Management & TrendsPrivate Limited the Acquirer along with Person acting in concert has acquired up to74428650 (Seven Crore Forty Four Lakh Twenty Eight Thousand Six Hundred Fifty only)shares consisting of 59542920 (Five Crore Ninety Five Lakh Forty Two Thousand NineHundred and Twenty only) fully paid-up equity shares of face value of INR 1 (Indian RupeeOne) each ("Equity Shares") and 14885730 (One Crore Forty Eight Lakh EightyFive Thousand Seven Hundred Thirty only) fully paid-up differential voting right shares offace value of INR 1 (Indian Rupee One) each ("DVR Shares") of Stampede CapitalLimited Target Company.

In furtherance to the above the Board of Directors in its meeting held on November 272021 resolved to add Gayi Adi Management & Trends Private Limited the Acquirer andMr. Jonna Venkata Tirupati Rao Person acting concert as Promoters of the Company.

D. RECLASSIFICATION OF PROMOTER:

The Company has received letters from the following persons falling under the categoryof promoters / promoter Group of the Company (in both Equity and DVR) requesting to bereclassified from the Category of "Promoters / Promoters Group" to "PublicCategory".

Equity Shares with Normal Voting Rights

Sr. No. Name of Person No of Equity Shares held % of the total Equity Capital with Normal Voting Rights
1. Mrs. Meenavalli Usha Rani 0 0 %
2. Mr. Meenvalli Venkat Srinivas 0 0 %

Equity Shares with Differential Voting Rights

Sr. No. Name of Person No of Equity Shares held % of the total Equity Capital with Normal Voting Rights
1. Mrs. Meenavalli Usha Rani 0 0%
2. Mr. Meenvalli Venkat Srinivas 0 0%

The letters were placed before the Board of Directors of the Company in its meetingheld on 03rd August 2021. The Board of Director took note that aforesaidPromoters are not holding any Equity shares with Normal Voting Rights and Equity shareswith Differential Voting Rights and hence constitutes 0. % of the total paid up capital ofthe Company. The aforesaid Promoters do not exercise any control over the Company and isnot engaged in the management of the Company. The aforesaid Promoters neither haverepresentation on the Board of Directors of the Company nor hold any key Managementposition in the Company. The Company has not entered into any Shareholders Agreement withthem. Further none of the aforesaid Promoters have got any veto Rights as to voting poweror control of the Company. They do not have any Special Information Rights. The aforesaidPromoters have requested to the Company to reclassify them from being a "PromoterCategory" to "Public Category" Shareholder of the Company. Thereafter theBoard of Directors resolved in the meeting to make an application under Regulation 31 A ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company isin process of making an application with both Stock Exchanges (BSE and NSE) as on date ofapproval of this Director's report for reclassification of promoter.

E. DEACTIVATION AND REACTIVATION OF TRADING TERMINAL OF THE COMPANY:

During the year there was an instance where Company did not maintain minimum net-worthas per provision of Schedule VI of Securities and Exchange Board of India (Stock Brokers)Regulations 1992. On Non - Maintenance of Minimum Net - worth as per provision of saidRegulation the Indian Commodity Exchange Limited and Metropolitan Stock Exchange of IndiaLimited had temporary deactivated trading rights is Currency Derivatives Segment ofCompany and National Stock Exchange of India Limited had withdrawn trading rights ofCompany.

Once the Company apprehend the Company took requisite steps in order to comply theprovision of afore-said regulations.

F. OPENING OF BRANCH OFFICE:

During the Year under review the Company had opened following Branch Offices:

Sr. No. Address City State
1. Flat No. 402 to 404 4th Floor Saptagiri Towers Begumpet above Pantaloons Hyderabad - 500016. Hyderabad Telangana
2. # 1258-59 'B' Wing 14" Floor 'Mittal Tower' MG Bangalore Karnataka
Road Bangalore - 560001.
3. 'Gokul Arcade' Municipal No 2 & 2A Sardar Patel Road Adyar Chennai - 600020. Chennai Tamil Nadu
4. "V-Square" 1 Floor Municipal Nos. 59A/21/13 High School Road Patamata Vijayawada - 520007. Vijaywada Andhra Pradesh
5. B-322 Third Floor Pacific Business Park Plot No 37/1 Site IV Sahibabad Industrial Area Ghaziabad- 201010 Ghaziabad Uttar Pradesh
6. 9-29-7 /3 Balaji Nagar Siripuram Visakhapatnam - 530003 Visakhapatnam Andhra Pradesh
7. Unit No. 57B 3™ Floor Sushmainfinium Chandigarh Ambala Highway Zirakpur Punjab- 140603. Chandigarh Punjab

28. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include input costs changes in government regulationstax laws economic developments within the country and other factors such as litigationand industrial relations.

29. APPRECIATION / ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and express their gratitudefor the contribution made by the employees at all levels but for whose hard work andsupport your Company's achievements would not have been possible. The Board takes thisopportunity to express its gratitude for the valuable assistance and co-operation extendedby Government Authorities Banks Corporate Debt Restructuring (CDR) Cell FinancialInstitutions Vendors Customers Advisors and other business partners.

Place : Hyderabad For and On Behalf of the Board of Directors
Date : August 13 2021
Sd/- Sd/-
Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur
Managing Director Chairman
DIN: 07125471 DIN:08945434

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