To the Members,

Nettlinx Limited,

Hyderabad, Telangana, India

The Directors take pleasure in presenting the 33rd Annual Report of Nettlinx Limited ('the Company'or' Nettlinx') along with the Audited Financial Statements for the Financial Year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial summary/highlights:

The key highlights of the financial performance of the company during the period ended 31st March, 2026 has been as under:

(Rs. In Lakhs)

2. Overview & state of the company's affairs:

Revenues-standalone

During the year under review, the Company has recorded an income of Rs. 1208.32 Lakhs and Loss of Rs. 454.30 Lakhs as against the income of Rs. 2271.79 Lakhs and profit of Rs. 568.46 Lakhs in the previous financial yearending 31.03.2025.

Revenues-Consolidated

During the year under review, the Company has recorded an income of Rs. 2,094 Lakhs and Loss of Rs. 516.95 Lakhs as against the income of Rs. 3,352.42 Lakhs and profit of Rs. 824.78 Lakhs in the previous financial year ending 31.03.2025.

The Company is looking forward for good profit margins in near future.

3. Dividend:

Keeping the Company's growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transferto reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transferany amount to general reserves account of the company during the year under review.

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investorconferences, quarterlyearnings calls and analyst meetfrom time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.

6. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts ortribunals:

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company's operations in future.

8. Transfer of un-claimed dividend to Investor Education and Protection:

The Company has not transferred any amount against un-claimed dividend to Investor Education and Protection Fund during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. N. Mahender Reddy as a Nodal Officerforthe purpose of IEPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ('IEPF'), constituted by the Central Government

During the Year, the Company has not transferred any amountto Investor Education and Protection Fund.

11. Revision of financial statements:

There was no revision of the financial statements forthe year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2025-26.

13. Deposits from public:

During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder. The requisite return for FY2025- 26 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as of date.

14. Depository System:

As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2026, 97.09% of the Company's total paid up capital representing 2,34,73,493 shares are in dematerializedform.

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

15. Subsidiary companies:

Your Company has Five subsidiaries namely Nettlinx Technologies Private Limited, Nettlinx Realty Private Limited, Salion SEand Nettlinx INC, COMPAI Limited, as on March 31,2026.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure -1 to this Report.

In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary companies will be available on the website of the Company, www.nettlinx.com and the Members desirous of obtaining the accounts of the Company's subsidiaries may obtain the same upon request. These documents will be available for inspection by the members, till the date of AGM during business hours at registered office of the company.

The Policyfordetermining Material Subsidiaries, adopted by yourBoard, in conformity with the SEBI Listing Regulations can be accessed on the Company's website atwww.nettlinx.com.

16. Performance highlights of key operating subsidiaries:

a. Nettlinx Technologies Private Limited

Nettlinx Technologies Private Limited is a wholly owned subsidiary of Nettlinx Realty Private Limited. Nettlinx Technologies Private Limited is a global Information Technology company which provides Information Technology Support Services in field of System Administration, System Architect, Datacenter Support, Business Continuity, Disaster Recovery, Storage, Backup and Virtualization.

In the rapidly changing technology world, Enterprises recognize that all of the new technology products they want to deploy- loT, serverless, containers, hybrid cloud, Al - require a robust, flexible, secure, self-healing, software & hardware driven high quality equipment & devices that can be integrated, leading to a seamless hyper converged technological advantage to achieve efficient productivity with commercially viable pricing and sustained aftersales service extended model. We work 24/7. The support includes:

- Servers, Routers & Networks Switches

- Cabling, Wireless equipment & Wi-Fi devices

- Firewalls

- Projectors

- DLP (Digital Light Processing)

- Projectors - LCD (Liquid Crystal Display)

- Mobile Jammers

- Printers/Photocopiers/Scanners

- Internal LAN projects

- CCTV and security surveillance

- Biometric

- Technical ManpowerServices

- Web Hosting Services

- Co-location Services - Managed Data Centre Services

b. Nettlinx Realty Private Limited

The Company, several years back, has acquired a land at Gachibowli at Hyderabad. The company has transferred the land in Nagpur to an LLP for development which is currently under process. We should be able to monetize this over next 3 to 4 years The Company has initiated the process of considering possible tie up with leading Companies to jointly leverage this land bank for possible conversion into residential / commercial property development projects.

c. SalionSE

Salion SE is a subsidiary of Nettlinx Limited. It has acquired 95%ofSalion SE of Germany.

Salion SE is an Management consultant company based out of Berlin, Germany.

d. Nettlinx INC

Nettlinx Inc. is a US (registered office in NJ) corporation. We are into software consulting, network services, application development, and outsourcing and managed cloud services.

Currently, we are developing a micro ERP application framework. It is aimed at small businesses which do not need the complex structure that a full-fledged ERP provides. The target market small businesses which do not have the need or utilize theirown IT department. Currently, it is in production with two pharmaceutical distributors.

e. COMPAI Limited

COMPAI Limited was incorporated on March 26,2026, as a Wholly-Owned Subsidiary of the Company. The subsidiary has been established to explore and develop business opportunities in emerging areas including travel technology, artificial intelligence, cloud security, and IT services. The Company is in the process of finalizing the business plan and operational framework for COMPAI Limited, which is expected to contribute to the Company's long-term growth and diversification strategy.

17. Companies which have become or ceased to be subsidiaries:

During the Financial year 2025-26 under review, the Company expanded its business by incorporating a Wholly-Owned Subsidiary (WOS) in India.

On 26th March 2026, COMPAI Limited was incorporated as a Wholly-Owned Subsidiary of the Company under the provisions of the Companies Act, 2013, with Corporate Identity Number (CIN) U62099TS2026PLC213663. The subsidiary has been incorporated with an initial paid-up equity share capital ofRs. 1,00,000 divided into 10,000 equity shares ofRs10/-each.

To comply with the statutory requirements under the Companies Act, 2013,1 equity share each is held by 6 Members as a nominee on behalf of the Company, ensuring that the beneficial interest of 100% of the share capital remains entirely with the Company.

COMPAI Limited has been established to carry out the business of the main goal is to help the company grow and get involved in new areas like travel technology, artificial intelligence, cloud security, and IT services.

18. Investment in subsidiaries:

During the year under review, the Company deepened its commitment to its Wholly-Owned Subsidiary, Nettlinx Realty Private Limited. On July 21,2025, the Company made a strategic investment of Rs290 Lakhs by subscribing to Optionally Convertible Debentures (OCDs) to support the subsidiary's ongoing financial objectives.

19. Independent director's familiarization programmes:

Independent Directors are familiarized about the Company's operations, businesses, financial performance and significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2025-26 are also disclosed on the Company's website and its web link is www.netlinx.com.

20. Board Evaluation

The Board of 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 on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In a separate meeting of Independent Directors, performance of Non Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as 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 NRC, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The evaluation process reinforced the Board's confidence in the Company's ethical standards, the cohesiveness among Board members, the agility of the Board and the Management in responding to challenges, and the transparency of the Management in sharing strategic information with the Board.

The detailed procedure followed forthe performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

21. Meetings of the Board:

The Board of Directors duly met Six (6) times on 10.05.2025, 27.05.2025, 24.07.2025, 07.08.2025,

08.11.2025 and 28.01.2026 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose.

22. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship, Risk Management Committee and Corporate Social Responsibility Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

23. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

24. Directors and key managerial personnel (KMP):

a) Appointment/Re-appointment of Directors of the Company:

Pursuant to the recommendations of the Nomination & Remuneration Committee ('NRC'), the Board of Directors, at its meeting held on May 10, 2025, approved appointment of Mr. Amarender Reddy Bandaru (DIN: 01750325) as Independent Directors and Mr. Rohith Loka Reddy (DIN: 06464331) as Managing Director of the Company for a term of five years with effect from May 10, 2025. The aforesaid appointments were subsequently approved by the members of the Company by way of special resolutions through postal balloton June30,2025.

Pursuant to the recommendations of the Nomination & Remuneration Committee ('NRC'), the Board of Directors, at its meeting held on July 24, 2025, approved appointment of Ms. Vaishnavi Nalabala (DIN: 09598868) and Mr. Sundeep Reddy Molakala (DIN: 07302447) as Independent Directors of the Company for a term of five years with effect from July 24, 2025. The aforesaid appointments were subsequently approved by the members of the Company by way of special resolutions in the Annual General Meeting held on September23,2025.

b) Resignation/Cessation of Directors of the Company:

Resignation of Mrs. Radhika Kundur(DIN: 07135444) as a Director of the company w.e.f. 25.04.2025

Resignation of Mr. Sreenivasa Rao Kurra (DIN: 06386417) and Mr. Satya Raja Shakar Praharaju (DIN: 10832201) as an Independent Directorof the company w.e.f. 07.08.2025.

c) Retire By Rotation:

In terms of Section 152(6) of the Companies Act, 2013, Mr. Rohith Loka Reddy (DIN: 06464331) Directorof the Company is liable to retire by rotation at the forthcoming Annual General Meeting. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends reappointment of Mr. Rohith Loka Reddy (DIN: 06464331) as Directorof the Company.

d) Key Managerial Personnel:

Key Managerial Personnel forthe financial year 2025-26

- Mr. Rohith Loka Reddy Managing Directorof the company appointed w.e.f. 10.05.2025

- Mr. ManoharLoka Reddy Managing Directorof the company resignation w.e.f. 10.05.2025

- Mr. Sai Ram Gandikota, Company Secretary & Compliance Officer of the Company Resigned w.e.f.

10.05.2025

- Mr. N Mahender Reddy, Company Secretary & Compliance Officer of the Company appointed w.e.f.

01.08.2025

- Mr. Venkateswara Rao Narepalem, Chieffinancial officerof the company

25. Statutory audit and auditors report:

At the Twenty-ninth AGM held on August 4, 2022, the Members approved the re-appointment of M/s. Niranjan & Narayan, Chartered Accountants (Firm Registration No. 005899S) as Statutory Auditors of the Company to hold office fora period of five years from the conclusion of that AGM till the conclusion of the thirty-FourAGM to be held in the year2027.

The Auditors' Report for fiscal year 2025-26 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31, 2026 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI)and hold valid certificate issued by the Peer Review Board of the ICAI.

26. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company was undertaken by M/s. Murthy &Kanth., the Internal Auditorof the Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks orqualification on accounts of the Company from the Internal Auditor.

27. SecretarialAuditor&AuditReport:

M/s Aakanksha Dubey & Co., Practicing Company Secretaries, Hyderabad (Firm Registration No. S2025TS1021000), were appointed as the Secretarial Auditors of the Company by the Board of Directors on August 07,2025. Their appointment was subsequently approved by the shareholders at the 32nd Annual General Meeting held on September 23, 2025 for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30. The Company had received a certificate confirming their eligibility and consent to act as the Secretarial Auditors.

The Secretarial Auditwas carried out by M/s Aakanksha Dubey & Co., Practicing Company Secretary for the financial year ended March 31,2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure-2 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation oradverse remark.

28. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 27, 2026, was given by M/s. Aakanksha Dubey & Co., Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

29. Secretarial Audit of Material Unlisted Indian Subsidiaries:

M/s. Nettlinx Realty Private Limited (NRPL) and M/s Nettlinx Technologies Private Limited (NTPL) are a material subsidiary of the Company undertake Secretarial Audit every year under Section 204 of the Companies Act 2013. The Secretarial Audit of NRPL and NTPL for the Financial Year 2025-26 was carried out pursuant to Section 204 of the Companies Act 2013 and Regulation 24Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of NRPL and NTPL, submitted by M/s. Aakanksha Dubey & Co., Practicing Company Secretary.

The Reports given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.

As required under Regulation 16(1) (C) of Listing Regulations, the Company has formulated and adopted a policy for determining 'Material' Subsidiaries, which has been hosted on its website at: https://www.nettlinx.com/

30. Cost records and costaudit:

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

31. No Frauds reported by statutory auditors

During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

32. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

33. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as perSec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earningsand OutGo

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

34. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2)

(e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- 3 to this report.

35. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

36. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company's Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-4.

37. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company's website URL: https://www.nettlinx.com/

38. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 34,50,00,000/- divided into 3,45,00,000 equity shares of Rs.10/-each.

The company's paid up capital is Rs. 24,17,66,240 /- divided into 2,41,76,624 equity shares of Rs. 10/- each.

39. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations attached as Annexure-5.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of theActand the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed thatthey are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

40. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm thatforthe financial yearended March 31,2026:

a) in the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March 2026 and of the profit and loss of the Company for the financial year ended 31 March 2026;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

41. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director & CEO and Chairperson of the Audit Committee.

During the year under review, no stakeholderwas denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Companyatwww.netlinx.com.

42. Corporate social responsibility policy:

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of theAct. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-6 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Company's website at https://www.nettlinx.com/investors

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

43. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

44. Insurance:

The properties and assets ofyour Company are adequately insured.

45. Particulars of Loans, Guarantees or Investments

In accordance with the provisions of Section 186 of the Companies Act, 2013, read with the applicable Rules made thereunder, the details of loans given, guarantees provided, and investments made by the Company during the financial year ended March 31,2026, are as follows:

A. Investments:

During the year under review, the Company made a strategic investment of Rs290.00 Lakhs on July 21,2025, by subscribing to Optionally Convertible Debentures (OCDs) issued by Nettlinx Realty Private Limited, a Wholly-Owned Subsidiary of the Company. This investment was undertaken to support the subsidiary's ongoing financial objectives, including business development and operational requirements. The funds are intended to strengthen the subsidiary's balance sheet and facilitate its growth plans, including the potential monetization of its land bank.

Apart from the above, the Company did not make any othersignificant investments during the financial year under review.

B. Loans and Guarantees:

During the financial year 2025-26, the Company did not provide any loans or guarantees to any person or entity other than its subsidiaries, which were in the ordinary course of business and on an arm's length basis. The details of such loans/guarantees given to subsidiaries, if any, are disclosed in the financial statements forming partofthisAnnual Report.

The Company confirms that all investments, loans, and guarantees made during the yearare in compliance with the provisions of Section 186 of the Act and the rules framed thereunder. No loans or investments were made for the purchase of the Company's own shares or for any speculative purposes. All investments are long-term in nature and are stated at cost in the standalone financial statements.

46. Internal Financial Control Systems:

The Company has established a robust system of Internal Financial Controls over financial reporting to ensure that transactions are duly authorised, accurately recorded, and timely reported. This framework provides reasonable assurance regarding the accuracy and integrity of the financial statements. Detailed standard operating procedures, policies, manuals, and process guidelines have been institutionalised to clearly define roles, responsibilities, and control mechanisms. Functional heads are responsible for ensuring compliance with applicable laws, regulations, and internal policies.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

47. Related Party Transactions:

All related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of business. During the financial year 2025-26, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed & approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- 7 to this report.

48. Policy on director's appointmentand remuneration:

In adherence to the provisions of Section 134(3)(e)and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director's appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence ofa Directorand other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company's website at www.netlinx.com.

49. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and otherdetails as required underSection 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, is given inAnnexure-8tothis Report.

The Statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report. Further, the report and the accounts are being sent to the members excluding the said annexure containing the particulars of employees, in terms of Section 136(1) of the Companies Act, 2013. The said annexure is available for inspection by the members at the registered office of the Company during business hours.

During the year, none of the employees are drawing a remuneration of ^1,02,00,000/- and above per annum or ^8,50,000/- per month and above in aggregate per month, the limits specified underSection 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.

50. Implementation of Corporate Action

During the year under review, the Company has not implemented any Corporate Actions.

51. Shares transferred to investoreducation and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

52. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration is mentioned in Annexure -8.

53. Non-executive directors' compensation and disclosures:

None of the Independent/ Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

54. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

55. Failure to implement corporate actions:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

56. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

57. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and Financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

58. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https://www.nettlinx.com/investors/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

59. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

60. Code of conductforthe prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ('Insider Trading Code') and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ('UPSI').

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.nettlinx.com/

61. CEO/CFOCertification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure-9.

62. Statement on Maternity Benefit Compliance:

The company is in compliance with the provision of the Maternity Benefit Act, 1961 for the financial year 2025-26, as no female employees were employed during that period.

63. Prevention of sexual harassment atworkplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environmentthat is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ('ICC') has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31,2026, no complaints pertaining to sexual harassment have been received.

64. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 33rd Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered theire-mail addresses, physical copies are sent through the permitted mode.

65. Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issueofsweatequityshare: NA

2. Issueofshareswithdifferential rights: NA

3. Issueofsharesunderemployee'sstockoptionscheme: NA

4. Disclosure on purchase by Company orgiving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. PreferentialAllotmentofShares: NA

66. DisclosurepursuanttoPartAofScheduleVofSEBI LODR

Disclosure pursuantto Part-A of Schedule V read with Regulation 34(3)ofSEBI is attached asAnnexure-11 of this report.

67. Other Disclosures:

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

a. Issue of equity shares with differential rights as to dividend, voting orotherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

68. Appreciation & acknowledgement:

The Directors thank the Company's customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all our employees and their families and the contribution made by every other memberof the Nettlinx family, for making the Company what it is.

For and on behalf of the Board of Directors Nettlinx Limited