2.15 Provisions and Contingent Liabilities
Provisions
A provision is recognised when the Company has a
present obligation (legal or constructive) as a result of
past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made
of the amount of the obligation. These estimates are
reviewed at each reporting date and adjusted to reflect
the current best estimates. If the effect of the time value
of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time
is recognised as a finance cost.
Contingent liabilities
A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the
Company or a present obligation that is not recognised
because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent
liability also arises in extremely rare cases, where there
is a liability that cannot be recognised because it cannot
be measured reliably. The Company does not recognise
a contingent liability but discloses its existence in the
financial statements unless the probability of outflow
of resources is remote.
Contingent assets
Contingent assets are not recognised in the financial
statements. Contingent assets are disclosed in the
financial statements to the extent it is probable that
economic benefits will flow to the Company from
such assets.
Provisions, contingent liabilities, contingent assets and
commitments are reviewed at each balance sheet date.
2.16 Fair value measurement
The Company measures financial instruments at fair
value at each balance sheet date.
Fair value is the price that would be received to sell
a n a sset or paid to tra nsfer a liability in an ord erly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:
(i) In the principal market for asset or liability, or
(ii) In the absence of a principal market, in the most
advantageous market for the asset or liability.
The principal or the most advantageous market must
be accessible by the Company.
The fair value of an asset or liability is measured using
the assumptions that market participants would use
when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non- financial asset takes
into account a market participant's ability to generate
economic benefits by using the asset in its highest and
best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1- Quoted(unadjusted) market prices in active
markets for identical assets or liabilities
Level 2- Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is directly or indirectly observable
Level 3- Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is unobservable
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Company
determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to
fair value measurement as a whole) at the end of each
reporting period.
For the purpose of fair value disclosures, the Company
has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the asset
or liability and the level of the fair value hierarchy as
explained above.
2.17 Statement of cash flows
Statements of cash flows is made using the indirect
method, whereby profit before tax is adjusted for the
effects of transactions of non-cash nature, any deferral
accruals of past or future cash receipts or payments and
item of income or expense associated with investing or
financing of cash flows. The cash flows from operating,
financing and investing activities of the Company
are segregated.
2.18 Significant accounting judgements,
estimates and assumptions
The preparation of the Company's financial statements
requires management to make judgments, estimates
and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes
that require a material adjustment to the carrying
amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Company's accounting
policies, management has made the following
judgments, which have the most significant effect on
the amounts recognised in the Financial Statements.
a) Recognition of deferred taxes
The extent to which deferred tax assets can be
recognised is based on an assessment of the
probability of the future taxable income against
which the deferred tax assets can be utilised.
b) Impairment of Financial assets
The impairment provisions of financial assets are
based on assumptions about the risk of default and
expected loss rates. The Company uses judgment
in making these assumptions and selecting the
inputs to the impairment calculation, based on the
Company's past history, existing market conditions
as well as forward looking estimates at the end of
each reporting period.
c) Recognition of revenue
The price charged from the customer is treated as
standalone selling price of the goods transferred
to the customer. At each balance sheet date, basis
the past trends and management judgment, the
Company assesses the requirement of recognising
provision against the sales returns for its products
and in case, such provision is considered necessary,
the management make adjustment in the revenue.
However, the actual future outcome may be
different from this judgement.
d) Impairment of non-financial assets
The Company assesses at each reporting date
whether there is an indication that an asset may
be impaired. If any indication exists, or when
annual impairment testing for an asset is required,
the Company estimates the asset's recoverable
amount. An assets recoverable amount is the
higher of an asset's CGU'S fair value less cost of
disposal and its value in use. It is determined for
an individual asset, unless the asset does not
generate cash inflows that are largely independent
of those from other assets or Company's of assets.
Where the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is
considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash
flows are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset. In determining fair value
less costs of disposal, recent market transactions
are taken into account. If no such transactions
can be identified, an appropriate valuation model
is used. These calculations are corroborated by
valuation multiples, or other fair value indicators.
e) Leases
Ind AS 116 requires lessees to determine the lease
term as the non-cancellable period of a lease
adjusted with any option to extend or terminate
the lease, if the use of such option is reasonably
certain. The Company makes an assessment on the
expected lease term on a lease-by-lease basis and
there by assesses whether it is reasonably certain
that any options to extend or terminate the contract
will be exercised. In evaluating the lease term, the
Company considers factors such as significant
leasehold improvements undertaken over the
lease term, costs relating to the termination of
the lease etc. The lease term in future periods is
reassessed to ensure that the lease term reflects
the current economic circumstances.
2.19 Company Estimates and assumptions
The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described
below. The Company based its assumptions and
estimates on parameters available when the financial
statements were prepared. Existing circumstances and
assumptions about future developments, however, may
change due to market changes or circumstances arising
beyond the control of the Company. Such changes are
reflected in the assumptions when they occur.
a) Taxes
Uncertainties exist with respect to the
interpretation of complex tax regulations, changes
in tax laws, and the amount and timing of future
taxable income. Given the wide range of business
relationships and the long-term nature and
complexity of existing contractual agreements,
differences arising between the actual results
and the assumptions made, or future changes
to such assumptions, could necessitate future
adjustments to tax income and expense already
recorded. The Company establishes provisions,
based on reasonable estimates. The amount of
such provisions is based on various factors, such
as experience of previous tax audits and differing
interpretations of tax regulations by the taxable
entity and the responsible tax authority
b) Gratuity benefit
The cost of defined benefit plans (i.e. Gratuity
benefit) is determined using actuarial valuations.
An actuarial valuation involves making various
assumptions which may differ from actual
developments in the future. These include the
determination of the discount rate, future salary
increases, mortality rates and future pension
increases. Due to the complexity of the valuation,
the underlying assumptions and its long-term
nature, a defined benefit obligation is highly
sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting
date. In determining the appropriate discount
rate, management considers the interest rates of
long-term government bonds with extrapolated
maturity corresponding to the expected duration
of the defined benefit obligation. The mortality
rate is based on Assumptions regarding future
mortality are set based on actuarial advice in
accordance with published statistics (i.e. IALM 2012¬
14 Ultimate). These assumptions translate into an
average life expectancy in years at retirement age.
Future salary increases and pension increases are
based on expected future inflation rates. Further
details about the assumptions used, including a
sensitivity analysis, are given in Note 39.
c) Fair value measurement of financial
instrument
When the fair value of financial assets and
financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices in
active markets, their fair value is measured using
valuation techniques including the Discounted
Cash Flow (DCF) model. The inputs to these
models are taken from observable markets where
possible, but where this is not feasible, a degree
of judgment is required in establishing fair values.
Judgments include considerations of inputs such
as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the
reported fair value of financial instruments.
d) Property, plant and equipment
The charge in respect of periodic depreciation is
derived after determining an estimate of an asset's
expected useful life and the expected residual value
at the end of its life. The useful lives and residual
values of the Company's assets are determined by
management at the time the asset is acquired and
reviewed periodically, including at each financial
year end. For managements estimates on useful
life of assets refer note 2.03
e) Intangible assets
The charge in respect of periodic depreciation
is derived after determining an estimate of an
asset's expected useful life. The useful lives of the
Company's assets are determined by management
at the time the asset is acquired and reviewed
periodically, including at each financial year end.
For managements estimates on useful life of
assets refer note 2.04
Further the Board of Directors at its meeting held on February 15, 2023, pursuant to Section 63 and other applicable
provisions, if any, of the Companies Act, 2013 and rules made thereunder, proposed that a sum of '45.27 million be
capitalised as Bonus Equity shares out of free reserves and surplus, and distributed amongst the Equity Shareholders
by issue of 2,26,32,880 Equity shares of '2/- each credited as fully paid to the Equity Shareholders in the proportion of
4 (Four) Equity share for every 5 (Five) Equity shares. It was approved in the meeting of shareholders held on February
16, 2023. The Board of Directors of the Company in the Board meeting dated February 20, 2023 allotted the Bonus
Equity Shares to the shareholders of the Company.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of
the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the equity shareholders
(c) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of '2 per share (PY '2 per share). Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividend, if any in Indian rupees. The
dividend proposed, if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting.
The Board of Directors of the Company in the Board meeting dated February 15, 2023 and Shareholders of the company
in the Extra Ordinary General Meeting dated February 16, 2023 have approved the sub-division of each of the Equity
Share of the Company having a face value of '10/- each in the Equity Share Capital of the Company be sub-divided into
5 Equity Shares having a face value of '2/- each ("Sub-division"). Further, the equity portion of authorised share capital
of the company was revised to 7,50,00,000 equity shares of face value of '2 each i.e. '150 million.
During the year ended March 31, 2023, the Company allotted 2,26,32,880 equity shares as fully paid up bonus shares
in proportion of 4:5 (i.e. four bonus shares for every five equity share held) to the eligible members/beneficial owners,
by capitalisation of amount of '45.27 million which was by way of transfer from Retained Earnings '37.28 million and
Securities Premium Reserve. '7.99 million.
Such bonus shares rank pari passu in all respects and carry the same rights as the existing equity shareholders and
are entitled to participate in full, in any dividend and other corporate action, recommended and declared after the new
equity shares are allotted.
(e) Share based payments
During the financial year 2022-23, Netweb- Employee Stock Option Plan 2023 pursuant to resolutions passed by Board
of Directors of the Company at their meeting held on December 24, 2022 and by Shareholders of the Company at their
meeting held on January 09, 2023 and as amended by the Board of Directors of the Company at their meeting held on
February 20, 2023 and approved by the Shareholders of the Company at their meeting held on February 23, 2023. The
Plan has been made effective from January 21, 2023.
Pursuant to the approvals obtained from the Nomination and Remuneration Committee, following stock options were
granted to eligible employees under the Netweb Employee Stock Option Plan 2023:
a) Grant on January 31, 2023 (Financial Year 2022-23):
Stock options were granted to eligible employees and Key Managerial Personnel. These options shall vest over a
period of 3 years, with an equal number of options vesting each year from the date of grant. The vested options
may be exercised within the prescribed exercise period. The exercise price for these options is '2 per option.
b) Grant on January 18, 2025 (Financial Year 2024-25):
A fresh grant of stock options was made to eligible employees and Key Managerial Personnel. These options shall
vest over a period ranging from 1-2 years from the grant date, with equal number of options vesting at each interval.
The vested options may be exercised within the stipulated exercise period. The exercise price for this grant is '2
per option
Please refer note 51 for further details
Note:
1 Cash credits from Banks reflect a debit balance and have been presented accordingly in note 11(a)
2 Cash credit from Indian Bank amounting to Nil (March 31,2024: 'Nil) is secured against Pari pasu charge on stock, Book
debts and other current assets of the Company, both present and future with HDFC bank.
Further CC Limit are secured against (i) Properties of directors of the Company (ii) Pledge of FDR (excluding BG margin)
of the Company (iii) Pari pasu charge on industrial unit (land & building) at Plot H-1, Sector - 57, Faridabad Industrial
Town (FIT), Faridabad, Haryana, in the name of the company, measuring 540.31 Sq. yards, along with the hypothecation
of Fixed Assets of the company as a collateral Security (iv) Pari pasu charge on industrial unit (land & building) at Plot
H-2, Sector - 57, Faridabad Industrial Town (FIT), Faridabad, Haryana, in the name of the company, measuring 540.31 Sq.
yards, along with the hypothecation of Fixed Assets of the company (After liquidation of Term Loan , the property will
be held as collateral for working capital facility) as a collateral Security (v) Personal Guarantee provided by Mr. Sanjay
Lodha (Director of Company), Mr. Vivek Lodha (Director of Company), Mr. Navin Lodha (Director of Company), Mr. Niraj
Lodha (Director of Company), Ms. Madhuri Lodha (Mortgagor Guarantor) (Relative of Director) with HDFC bank. Interest
rate on the above loans outstanding as at the year ended March 31,2025 is 3 months MCLR."
3 Cash credit from HDFC Bank amounting to Nil (March 31, 2024: 'Nil) is secured against Pari pasu charge on current
assets, movable and immovable fixed assets with Indian Bank.
Further CC Limit are secured against (i) Properties of directors of the Company (ii) Pledge of FDR (excluding BG margin)
of the Company (iii) Pari pasu charge over industrial unit (land & building) at Plot H-1, Sector - 57, Faridabad Industrial
Town (FIT), Faridabad, Haryana, in the name of the company, measuring 540.31 Sq. yards, (iv) Pari pasu charge of
industrial unit (land & building) at Plot H-2, Sector - 57, Faridabad Industrial Town (FIT), Faridabad, Haryana, in the name
of the company, measuring 540.31 Sq. yards as a collateral Security (v) Personal Guarantee provided by Mr. Sanjay
Lodha (Director of Company), Mr. Vivek Lodha (Director of Company), Mr. Navin Lodha (Director of Company), Mr. Niraj
Lodha (Director of Company) and Ms. Madhuri Lodha (Mortgagor Guarantor) (Relative of Director) with Indian Bank.
Interest rate on the above loans outstanding as at the year ended March 31, 2025 is 3M T-Bill Spread.
*During the financial year ended March 31, 2025 the company has incurred 'Nil (March 31, 2024: '3.56 million) towards service received from the
auditors of the Company in relation to the proposed Initial Public Offering (IPO).
36 Income tax
The Company is subject to income tax in India on the basis of financial statements. Business loss can be carried forward
for a maximum period of eight assessment years immediately succeeding the assessment year to which the loss pertains.
Unabsorbed depreciation can be carried forward for an indefinite period.
Pursuant to the Taxation Law (Amendment) Ordinance, 2019 ('Ordinance') issued by Ministry of Law and Justice (Legislative
Department) on September 20, 2019 which is effective from April 01, 2019, domestic companies have the option to pay
income tax at 22% plus applicable surcharge and cess ('new tax regime') subject to certain conditions. The Company based
on the current projections has chosen to adopt the reduced rates of tax as per the Income Tax Act, 1961 from the financial
year 2019-20 and accordingly the Company has accounted deferred tax based on the reduced applicable tax rates.
37 Earnings per share ('EPS')
Basic EPS amounts are calculated by dividing the profit / loss for the year attributable to equity shareholders of the Company
by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a
fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity
share during the reporting year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders by the weighted average number
of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity shares.
Risk Exposure
i) Plan Characteristics and Associated Risks:
The Gratuity scheme is a Defined Benefit Plan that provides for a lump sum payment made on exit either by way
of retirement, death or disability. The benefits are defined on the basis of final salary and the period of service
and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial
results are expected to be:"
a) Discount rate risk: The discount rate is generally based upon the market yields available on Government
bonds at the accounting date relevant to currency of benefit payments for a term that matches the liabilities.
b) Salary Growth risk: Salary growth rate is enterprise's long term best estimate as to salary increases &
takes account of inflation, seniority, promotion, business plan, HR policy and other relevant factors on long
term basis.
c) Demographic risks: Attrition rates are the enterprise's best estimate of employee turnover in future
determined considering factors such as nature of business & industry, retention policy, demand & supply in
employment market, standing of The Enterprise, business plan, HR Policy etc.
The above sensitivity analysis are based on a change in an assumption while holding all others assumptions constant.
In the event of change in more than one assumption, the impact would be different than the stated above. The methods
and any types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.
40 Segment reporting
Segments are identified in line with Ind AS-108, "Operating Segment" [specified under the section 133 of the Companies
Act 2013 (the Act)] read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and
other relevant provision of the Act, taking into consideration the internal organisation and management structure
as well as differential risk and return of the segment. Based on above, as the company is engaged in the business of
manufacturing and sale of computer servers and there is other operating revenue in the form of AMC and related
services. Accordingly, the Company has identified "Computer server" as the only primary reportable segment. The
Company does not have any geographical segment as the Company mainly operates from single geographical location,
primarily within India and the volume of exports is not significant. Hence no separate disclosures are provided in these
financial statements.
Non-current assets by geographical area
All non current assets of the Company are located in India
Information about major customers
There are two customers (March 31, 2024: Two customers) which amounts to 10% or more of the Company's revenue.
41 Leases
a) Leases
I. Company as a lessee
The Company has lease contracts for office facilities. The lease term of the office facilities is generally 1 - 9 years. The
Company's obligations under its leases are secured by the lessor's title to the leased assets.
The Company also has certain leases of office facilities and office Equipment's with low value or tenure less than 1 year.
The Company applies the 'lease of low-value assets'/ 'short term lease 'recognition exemptions for these leases.
The Company has lease contracts that include extension and termination options. The Company applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That
is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.
After the commencement date, the Company reassesses the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to
terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
(ii) Contingent liabilities
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses
such claims and assertions and monitors the legal environment on an ongoing basis with the assistance of external
legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is probable
and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses
that are considered possible, but not probable, the Company provides disclosure in the financial statements but does
not record a liability in its accounts unless the loss becomes probable.
The following is a description of claims and assertions where a potential loss is possible, but not probable. The Company
believes that none of the contingencies described below would have a material adverse effect on the Company's financial
condition, results of operations or cash flows.
43 Capital Management
The Company's capital management is intended to maximise the return to shareholders for meeting the long-term and
short-term goals of the Company through the optimisation of the debt and equity balance.
The Company determines the amount of capital required on the basis of annual and long-term operating plans and strategic
investment plans. The funding requirements are met through equity and long-term/short-term borrowings. The Company
monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of
the Company.
For the purpose of capital management, capital includes issued equity capital, securities premium and all other reserves
attributable to the equity shareholders of the Company.
Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.
b) Fair value hierarchy
All financial assets and liabilities for which fair value is measured in the financial statements are categorised within the
fair value hierarchy, described as follows: -
Level 1 - Quoted prices in active markets
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
Level 3 - Inputs that are not based on observable market data
There are no Assets or Liabilities which are required to be measured at FVTPL/FVTOCI. Accordingly no disclosure
required for Fair value hierarchy.
There are no transfers between level 1, level 2 and level 3 during the year.
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements
are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts
would be significantly different from the values that would eventually be received or settled.
45 Financial risk management objectives and policies
The Company's activities are exposed to a variety of financial risks from its operations. The key financial risks include market
risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
The Company's senior management oversees the management of these risks. The management is responsible for formulating
an appropriate financial risk governance framework for the Company and for periodically reviewing the same. The senior
management ensures that financial risks are identified, measured and managed in accordance with the Company's
policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are
summarised below:
(1) Market risk
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from
a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in
interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future
specific market movements cannot be normally predicted with reasonable accuracy.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates
primarily to the Company's debt obligations with floating interest rates.
(2) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof principally
consist of trade receivables.
Customer credit risk is managed by Company's established policy, procedures and control relating to customer credit risk
management. An impairment analysis is performed at each reporting date on an individual basis for major customers.
The Company does not hold collateral as security. Further, trade receivables contribution to approximately 90% to 94%
of the customers of the Company are due for less than 180 days during each reporting period. The company majorly
deals with government authorities and agencies which further reduces the credit risk of the company.
49 Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules
made thereunder.
(ii) The Company did not have any material transaction with companies struck off under Section 248 of the Companies
Act, 2013 or Section 560 of Companies Act, 1956 during the respective reported financial year.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(s), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(s), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) Details of IPO Proceeds
The Company received an amount of '1,940.24 million (net of estimated IPO expense of '119.76 million) via fresh
issue of 41,20,000 equity shares through Initial Public Offering (IPO). The Company's equity shares were listed on the
National Stock Exchange (NSE) and on the BSE Limited (BSE) on the July 27, 2023. The utilisation of net IPO proceeds is
summarised below:
The Unutilised amount '113.14 million of IPO Proceeds under "Funding our Capital Expenditure requirements" Category
has been transferred to "General Corporate Purposes" category vide board resolution dated March 24, 2025. Further
such transfer is within allowable limits (i.e. 25% of gross proceeds) as mentioned in offer document.
(viii) Details of IPO Expense
The Company has estimated '365.67 million as IPO related expenses and allocated such expenses between the
Company and Selling Shareholders based on an agreement between the Company and Selling Shareholders and in
proportion to the total proceeds raised of '6,310 million, amounting to '119.76 million and '245.91 million respectively.
The Company's share of expenses of '105.24 million (net of GST benefits) incurred till March 31,2025 has been adjusted
against Securities Premium.
(ix) Details of pre IPO Proceeds and Expense
The Company received '479.15 million (net of pre IPO expenses incurred of '30.85 million) from certain institutional
investors towards proceeds out of fresh issue of equity shares raised through pre IPO placement of shares. Accordingly,
an amount of '27.74 million (net of GST benefit) has been adjusted against Securities Premium.
(x) The company does not have any unrecorded transactions which have been surrendered or disclosed as Income during
the year in the tax assessment under the Income Tax Act, 1961.
(xi) The company is not declared wilful defaulter by any bank, financial institution or lender.
(xii) During the year, no scheme of arrangements in relation to the company has been approved by the competent authority
in terms of Section 232 to 237 of the Companies Act,2013. Accordingly, this clause is not applicable to the company.
50 Production Linked Incentives
Netweb Technologies India Limited has been awarded Production Linked Incentive (PLI) Scheme for IT hardware (eligible
product -Servers) vide approval letter no. IFCI/CASD/MeitY/PLI-ITHW-210701024 dated July 01, 2021 under the PLI Scheme
introduced by the Government of India vide gazetted Notification no. CG-DL-E-03032021-225613 dated March 03, 2021
and the PLI Guidelines issued thereunder, as amended from time to time. Now the company has shifted to PLI- 2.0 for IT
Hardware notified vide Gazette Notification No. CG-DL-E-30052023-246165 dated May 29, 2023, vide approval letter dated
IFCI/Meity/PLI-ITHW-231124033 dated November 24, 2023. Under the new scheme the company is eligible to get a certain
percentage of their sales of eligible products as incentive and is valid from Financial Year 2023-24 (July to March) to 2028¬
29 (April to June). The company had achieved threshold limits of both investment & sales as prescribed under the scheme
for 1st Year & 2nd year i.e. FY 21-22 and FY 23-24, and has successfully claimed and received the incentive amount of '38.99
Million on date January 23, 2024 and '59.40 million on date April 02, 2025 from Meity. The company will also be filing claim
for 3rd year ie. FY 2024-25.
51 Disclosure on Employees Stock Options Scheme
a) ESOP Policy
Equity share-based payments to employees and other providing similar services are measured at the fair value of the
equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based
payments transactions are set out in notes to accounts.
The fair value determined at the grant date of the equity-settled share based payments is expensed on straight-line
basis over the vesting period, based on the company's estimate of equity instrument that will eventually vest, with a
corresponding increase in equity. At the end of each reporting period, the company revises its estimate of the number
of equity instruments expected to vest. The impact of the revision of original estimates, if any, is recognised in the
Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding
adjustment to the Share Option Outstanding Account.
b) ESOP Disclosure
Details of scheme:
The Company adopted the ESOP Scheme "Netweb- Employee Stock Option Plan 2023" pursuant to resolutions passed
by Board of Directors of the Company at their meeting held on December 24, 2022 and by Shareholders of the Company
at their meeting held on January 09, 2023 and as amended by the Board of Directors of the Company at their meeting
held on February 20, 2023 and approved by the Shareholders of the Company at their meeting held on February 23,
2023. The Plan has been made effective from January 21, 2023.
The Plan provides for grant of stock options, wherein one stock option would entitle the holder of the option a right to
apply for one equity share of the company upon fulfilment of vesting conditions prescribed in the Plan.
The following stock options were granted to eligible employees under the Netweb Employee Stock Option Plan 2023:
a) Grant on January 31, 2023 (Financial Year 2022-23):
Stock options were granted to eligible employees and Key Managerial Personnel. These options shall vest over a
period of 3 years, with an equal number of options vesting each year from the date of grant. The vested options
may be exercised within the prescribed exercise period. The exercise price for these options is '2 per option.
b) Grant on January 18, 2025 (Financial Year 2024-25):
A fresh grant of stock options was made to eligible employees and Key Managerial Personnel. These options shall
vest over a period ranging from 1-2 years from the grant date, with equal number of options vesting at each interval.
The vested options may be exercised within the stipulated exercise period. The exercise price for this grant is '2
per option
53 Events occurring after the Balance Sheet Date:
There are no events occurring after Balance Sheet date for the Financial Year 2024-25 except Note No.52 (Dividend on
Equity Shares).
For S S Kothari Mehta & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Netweb Technologies India Limited
Firm's registration number: 000756N / N500441
Jalaj Soni Sanjay Lodha Navin Lodha
Partner Managing Director Director
Membership No. 528799 DIN: 00461913 DIN: 00461924
Place: Faridabad Ankit Kumar Singhal Lohit Chhabra
Date: May 03, 2025 Chief Financial Officer Company Secretary
Place: Faridabad
Date: May 03, 2025
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