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Nettlinx Ltd. — Proxy Solicitation & Information Statement 2026
Jul 10, 2026
59139_rns_2026-07-10_002f900d-b65c-407c-b855-391e9ef4122a.pdf
Proxy Solicitation & Information Statement
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^{}[] NETTLINX
To,
Date: 10.07.2026
| The Manager BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 BSE Scrip Code: 511658 | The Manager, Metropolitan Stock Exchange of India Limited, Vibgyor Towers, 4th floor, Plot No C 62, G -Block, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E), Mumbai - 400 098, India. |
Dear Sir/ Madam,
Sub: Submission of 33rd AGM notice which is dispatched to shareholders of the Company-reg.
In Compliance with Regulation 34 of SEBI (LODR) Regulations, 2015, we are herewith submitting the Notice of the 33rd Annual General Meeting for the Financial Year 2025-26. The Annual General Meeting of the Company is scheduled to be held on Monday, 33rd day of August, 2026 at 11:30 A.M. through Video Conference "VC" / Other Audio-Visual Means. The annual report along with the notice was dispatched on 10th July, 2026.
Further, pursuant to Regulation 36(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link of the Annual Report, being sent to those members who have not registered their email address, is available on the Company’s website at https://www.nettlinx.com.
This is for the information and records of the Exchange, please.
Thanking you.
Yours faithfully,
For Nettlinx Limited
ROHITH
LOKA
REDDY
Digitally signed by ROHITH LOKA
REDDY
Date: 2026.07.10
16:53:44 +05'30'
Rohith Loka Reddy
Managing Director
DIN: 06464331
^{}[] NETTLINX LIMITED, 5-9-22, Flat No 301, My Home Sarovar Plaza, Secretariat Road, Saifabad, Hyderabad- 500 063 Telangana State, India. CIN Number : L67120TG1994PLC016930 | TEL: +91-40-23232200, Fax: +91-40-23231610 E-mail: [email protected] | URL: www.nettlinx.com
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
NOTICE
Notice is hereby given that the 33rd Annual General Meeting of members of Nettlinx Limited will be held on Monday, the 3rd day of August, 2026 at 11.30 A.M. (IST) through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following businesses:
ORDINARY BUSINESS:
- To receive, consider and adopt the Standalone and Consolidated Audited Balance Sheet as at March 31, 2026, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors and Directors thereon.
- To appoint a director in place of Mr. Rohith Loka Reddy (DIN: 06464331) who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
3. Reappointment of Venkateswara Rao Narepalem (DIN: 01116904) as Executive Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the provisions of Sections 152,196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Venkateswara Rao Narepalem (DIN: 01116904) as an Executive Director of the Company for a further term of five (5) consecutive years commencing from 1st October, 2026 and ending on 30th September, 2031, liable to retire by rotation, on such terms and conditions, including remuneration, perquisites and other benefits, as approved by the Board of Directors.
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of appointment and remuneration of Mr. Venkateswara Rao Narepalem from time to time, within the limits prescribed under the Companies Act, 2013 and other applicable laws.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of Mr. Venkateswara Rao Narepalem as Executive Director, he shall be paid remuneration by way of salary, allowances, perquisites and other benefits as approved by the Board of Directors, as minimum remuneration, in accordance with the provisions of Section 197 read with Schedule V and other applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Rohith Loka Reddy, Managing Director of the Company, be and is hereby authorised to do all such acts, deeds, matters and things and to execute all such documents, instruments, forms and writings as may be necessary, desirable or expedient for giving effect to this Resolution, including filing of requisite forms and returns with the Registrar of Companies, Stock Exchanges and other statutory authorities, as may be required under applicable law.
For and on behalf of the Board of Directors
Nettlinx Limited
Place: Hyderabad
Date: 25.05.2026
Sd/-
Rohith Loka Reddy
Managing Director
(DIN: 06464331)
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
Notes:
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Pursuant to the MCA Circulars and SEBI Circulars permitting Companies to conduct AGM through VC/OAVM, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, Circular No. 03/2022 dated 05.05.2022, Circular No. 09/2023 dated September 25, 2023, Circular No. 09/2024 dated September 19, 2024 (collectively referred to as "MCA Circulars") and SEBI Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, circular no. SEBI/ HO/ CFD/ PoD-2/P/ CIR/ 2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024. Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the MCA Circulars granted certain relaxations and thus permitted the holding of Annual General Meeting ("AGM") of the companies through VC/OAVM viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA / SEBI Circulars, as applicable, the AGM of the Company is being held through VC / OAVM (e-AGM).
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The Deemed Venue of the 33rd AGM of the Company shall be its Registered Office.
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The Company has engaged the services of Central Depository Services (India) Limited ("CDSL"), as the authorized agency for conducting the AGM and providing remote e-Voting and e-Voting facility for/during the AGM of the Company. The instructions for participation by Members are given in the subsequent notes.
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Since the AGM will be held through VC, the Route Map is not annexed to this Notice. The registered office of the Company shall be deemed to be the venue for the AGM.
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Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum of the AGM under Section 103 of the Act.
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Compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the AGM along with the Annual Report (viz. Financial Statement) for Financial Year 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice and Annual Report for Financial Year 2025-26 will also be available on the Company's website https://www.nettlinx.com websites of the Stock Exchanges i.e. BSE Limited and Metropolitan Stock Exchange of India Limited at www.bseindia.com and https://www.msei.in respectively and on the website of R&T Agent of the Company viz. Venture Capital and Corporate Investments Private Limited at https://www.vccipl.com/.
Alternatively, Member may send signed copy of the request letter providing the e-mail address, mobile number, self-attested PAN copy, DP ID (in case of electronic mode shares), folio No (in case of physical mode shares) via e-mail at the Email Id - [email protected] for obtaining the Annual Report and Notice of e-AGM of the Company electronically.
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In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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The facility of joining the e-AGM through VC / OAVM will be opened 15 minutes before and will remain open up to 15 minutes after the scheduled start time of the e-AGM, and will be available for 1000 members on a first-come first-served basis. This rule would however not apply to participation in respect of large Shareholders (Shareholders holding 2% or more shares of the Company), Promoters, Institutional Investors, Auditors, Key Managerial Personnel and the Directors of the Company including Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
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The Register of Members and Share Transfer Books of the Company will remain closed from 28.07.2026 to 03.08.2026 (both days inclusive) for the purpose of AGM.
^{}[] N
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
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M/s Aakanksha Dubey & Co., Practicing Company Secretary, has been appointed as the Scrutinizer to scrutinize the remote e-Voting/e-Voting process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman, or any person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result will also be displayed on the website of the Company at www.bseindia.com, https://www.msei.in/ (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility).
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Members of the Company under the category of Institutional/Corporate Shareholders are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email at [email protected] and the same should also be uploaded on the VC portal / e-Voting portal of CDSL.
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Members who have not yet registered their e-mail addresses are requested to register the same with their DP in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.
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To register e-mail address for all future correspondence and update the bank account details, please follow the below process:
a. Members holding shares in Demat mode can get their details registered/updated only by contacting their respective DP.
b. Members holding shares in physical mode may register their email address and mobile number with the RTA by sending an e-mail request to the email ID [email protected]. along with signed scanned copy of the request letter providing the email address and mobile number, self-attested copy of Permanent Account Number Card ("PAN") and copy of a share certificate for registering their email address. Additional details like name and branch of Bank along with bank account type, bank account number, 9-digit MICR code, 11-digit IFSC code and scanned copy of cancelled cheque will be required for updating bank account details.
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SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in demat mode are, therefore, requested to submit their PAN to their DP. Members holding shares in physical mode are required to submit their PAN details to the RTA.
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As per the provisions of Section 72 of the Companies Act, 2013 ("the Act"), the facility for submitting nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same with their DP in case the shares are held by them in demat mode, and to the RTA, in case the shares are held in physical mode.
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INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM:
A. VOTING THROUGH ELECTRONIC MEANS
i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and applicable circulars, the Members are provided with the facility to cast their vote electronically (through remote e-Voting as well as the e-Voting system on the date of the AGM), through the e-Voting services provided by CDSL, on all the resolutions set forth in this Notice.
ii. The remote e-Voting period commences on Friday, the 31st day of July, 2026 (9.00 A.M. IST) and ends on Sunday, the 02nd day of August, 2026 (5.00 P.M. IST). During this period, Members holding shares either in physical mode or in demat mode, as on Monday, the 27th day of July, 2026 i.e. cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. A person who is not a Member as on the Cut-off date should treat Notice of this Meeting for information purposes only.
iii. The Members who have cast their vote by remote e-Voting prior to the AGM may attend/ participate in the AGM through VC but shall not be entitled to cast their vote again.
iv. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., 27.07.2026
v. Any person or non-individual Shareholders (in physical mode/ demat mode) who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow the steps mentioned below.
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
vi. Login method for e-Voting and voting during the meeting for Individual Shareholders holding securities in demat mode.
In terms of the SEBI circular dated December 9, 2020 on the e-Voting facility provided by listed companies and as part of increasing the efficiency of the voting process, e-Voting process has been enabled to all individual Shareholders holding securities in demat mode to vote through their demat account maintained with depositories / websites of depositories / depository participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility. Login method for Individual Shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | a. Users who have opted for Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest is https://web.cdslindia.com/ myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. b. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider (“ESP”) i.e. CDSL, for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all ESP i.e. CDSL/NSDL/ Venture Capital and Corporate Investments Private Limited, so that the user can visit the ESP website directly. c. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/ EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP i.e. CDSL where the e-Voting is in progress. |
| Individual Shareholders holding securities in Demat mode with NSDL | a. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com. b. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. c. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider-CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. d. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/Secure Web/ Ideas DirectReg.jsp. |
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
| e. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. f. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. g. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e-Voting service provider- CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| Individual Shareholders (holding securities in Demat mode) login through their Depository Participants | a. You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. b. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. c. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting website of CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 and 22-23058542-43. |
| Individual Shareholders holding securities in Demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 |
vii. Login method for e-Voting and voting during the meeting for Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode.
a) The shareholders should log on to the e-voting website www.evotingindia.com.
b) Click on Shareholders tab/ module.
c) Now Enter your User ID
- For CDSL: 16 digits beneficiary ID,
- For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- Members holding shares in Physical Form should enter Folio Number registered with the Company.
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
d) Next enter the Image Verification as displayed and Click on Login.
e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
f) If you are a first time user follow the steps given below:
| For Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode. | |
| PAN | Enter your 10-digit alpha-numeric “PAN” issued by Income Tax Department. Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by RTA or contact RTA. |
| Dividend Bank Details OR Date of Birth (DOB) | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iii). |
g) After entering these details appropriately, click on "SUBMIT" tab.
h) Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in Demat mode will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
j) Click on the EVSN for the relevant Nettlinx Limited on which you choose to vote.
k) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
l) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
m) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
n) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
o) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
p) If a Demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot password and enter the details as prompted by the system.
q) Additional Facility for Non-Individual Shareholders and Custodians –For Remote e-Voting only.
- Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney ("POA") which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.
B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC AND E-VOTING DURING THE AGM:
i. The procedure for attending AGM and e-Voting on the day of AGM is same as the instructions mentioned above for e-Voting.
ii. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
iii. The facility for joining the AGM shall open 15 minutes before the scheduled time for commencement of the AGM.
iv. The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.
v. Shareholders who have voted through remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
vi. Shareholders are encouraged to join the Meeting through Laptops / iPad for better experience.
vii. Further Shareholders will be required to allow Camera (in case of speakers) and use Internet with a good speed to avoid any disturbance during the AGM.
viii. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
ix. Members (holding shares as on Cut-off date) who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request, on or before 27.07.2026, from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at [email protected]. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
x. Only those Shareholders, who are present in the AGM through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
xi. If any Votes are cast by the Shareholders through the e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the AGM.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
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Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Act, shall be available for inspection during the AGM at e-Voting portal.
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Statement pursuant to Section 102(1) of the Act, in respect of the Special Business to be transacted at the AGM along with details pursuant to SEBI Regulations and other applicable laws are annexed hereto. All documents referred to in the accompanying Notice and the Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to [email protected].
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The term ‘Members’ or ‘Shareholders’ has been used to denote Shareholders of Nettlinx Limited.
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The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website and on the website of CDSL within two (2) days of the AGM, and the same will be communicated to BSE Limited and the Metropolitan Stock Exchange of India Limited.
For and on behalf of the Board of Directors
Nettlinx Limited
Place: Hyderabad
Date: 25.05.2026
Sd/-
Rohith Loka Reddy
Managing Director
(DIN: 06464331)
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
Item No: 3 Re appointment Mr. Venkateswara Rao Narepalem (DIN: 01116904) as Executive Director of the Company
The Shareholders through Postal Ballot on Thursday, 17th March, 2022, approved the appointment of Mr. Venkateswara Rao Narepalem (DIN: 01116904) as an Executive Director of the Company with effect from October 1, 2021. Basis the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on May 25, 2026, approved the re-appointment of Mr. Venkateswara Rao Narepalem, as the Executive Director of the company with effect from October 1, 2026, subject to the approval of the members in the Annual General Meeting.
In accordance with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the re-appointment of Mr. Venkateswara Rao Narepalem as Executive Director is being placed before the Members for their approval.
Considering the financial position of the Company and in order to ensure compliance with Section 197 read with Schedule V of the Companies Act, 2013, the approval of the Members is sought for payment of remuneration to Mr. Venkateswara Rao Narepalem as set out in the accompanying resolution.
Although the Company has incurred a loss during the financial year 2025-26, considering the responsibilities entrusted to Mr. Venkateswara Rao Narepalem and the future growth prospects of the Company, the Board recommends payment of remuneration in accordance with Section 197 read with Schedule V of the Companies Act, 2013.
While the Company's operations are non profitable, the remuneration payable to Mr. Venkateswara Rao Narepalem (or the total managerial remuneration payable by the Company to its Directors, including the Managing Director and Whole-time Director, as well as its Manager) may exceed the limits specified under Section 197 read with Schedule V of the Companies Act, 2013. Hence, as a matter of abundant caution, the members are requested to consider and approve the remuneration payable to Mr. Venkateswara Rao Narepalem in accordance with the provisions of Section 197 and Section II of Part II of Schedule V of the Companies Act, 2013.
The information required under Section II of Part II of Schedule V of the Companies Act, 2013, is provided as an Annexure to this Notice. Additionally, a brief profile and other disclosures, as required under Regulation 36 of the SEBI (LODR) Regulations, 2015, and Secretarial Standard 2 issued by the ICSI, are also provided as an Annexure to this Notice.
Information in accordance with Schedule V of Companies Act, 2013
I. General information:
| 1 | Nature of Industry: Other Telecom Services | |||
| 2 | Date or expected date of commencement of commercial: 1994-01-25 | |||
| 3 | In case of new companies, expected date of commencement of business activities as per project approved by financial institutions appearing in the prospects: Not Applicable | |||
| 4 | Financial performance based on given indications | |||
| Particulars | 2025-26 (Rs. in lakhs) | 2024-25 (Rs. in lakhs) | 2023-24 (Rs. in lakhs) | |
| Turnover | 1208.32 | 2271.79 | 1998.33 | |
| Net profit after Tax | (454.30) | 568.46 | 633.85 | |
| 5 | Foreign investments or collaborations, if any: Not Applicable | |||
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
II. Information about the appointee:
| 1. | Background Details: Mr. Venkateswara Rao Narepalem is Chief Financial Officer of the Company. His Educational qualification is MBA and ICWA-Inter, with 30 Years of work experience in NBFC, FMCG and Software/IT Industries and his areas of expertise include corporate finance, business finance, operations planning and revenue assurance, managing critical finance functions, adhering to regulatory compliance and mergers and acquisition, determining financial strategies to move the organization forward by settings financial goals. |
| 2. | Past Remuneration: Rs. 24 lakh per annum |
| 3. | Recognition or awards: Not Applicable |
| 4. | Job Profile and his suitability: Keeping in mind the background details, past record and proficiency of Mr. Venkateswara Rao Narepalem, the Board is of the view that he is the most suitable person for the job |
| 5. | Remuneration proposed: Rs. 24 lakh per annum |
| 6. | Comparative remuneration profile with respect to industry, size of the Company profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin): Taking into consideration of the size of the Company, the profile of Mr. Venkateswara Rao Narepalem and the responsibilities shouldered on him, the aforesaid remuneration package is commensurate with the remuneration package paid to managerial positions in other companies. |
| 7. | Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: None |
| 8. | Names of Listed entities in which the person also holds the Directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years: None |
III. Other information:
| 1. | Reasons for inadequate profits: Due to sale of Non Core assets which is a one time and expectational item. |
| 2. | Steps taken or proposed to be taken for improvement: Necessary efforts are being made to increase the clientele who in turn contribute for the growth of the business as well as the profitability. The company is planning to recruit new talent to meet the market demands of new technology solutions. |
| 3. | Expected increase in productivity and profit in measurable terms: The Company is committed to build the business operations within budget and considering that the business operates on a going concern basis, it is believed that financial position of the Company will improve further in near future. |
^{}[] NETTLINX LIMITED
^{}[] 33RD ANNUAL REPORT 2025-2026
Details of Directors seeking re appointment at the Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]
| Name of the Director | Mr. Venkateswara Rao Narepalem |
| DIN | 01116904 |
| Date of Birth | 05.06.1965 |
| Date of first appointment | 01.10.2021 |
| Board Meetings attended during the year | No of Board meeting held: 6 No of Board meeting attended: 6 |
| Brief Resume, Qualification and Experience | Mr. Venkateswara Rao Narepalem is Chief Financial Officer of the Company. His Educational qualification is MBA and ICWA-Inter, with 30 Years of work experience in NBFC, FMCG and Software/IT Industries and his areas of expertise include corporate finance, business finance, operations planning and revenue assurance, managing critical finance functions, adhering to regulatory compliance and mergers and acquisition, determining financial strategies to move the organization forward by settings financial goals. |
| Expertise in specific functional area | Finance, Business development, Administration and operations. |
| Terms and conditions of appointment | Re-appointment as Executive Director w.e.f. 01.10.2026 for a further term of five years. |
| Remuneration drawn, if any | 24,00,000 p.a. |
The Board recommends the resolution set out in Item No. 3 of this Notice for the approval of the members by way of an Ordinary Resolution.
Except for Mr. Venkateswara Rao Narepalem and/or his relatives, none of the other Directors, Key Managerial Personnel (KMP) of the Company, or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of this Notice.
For and on behalf of the Board of Directors
Nettlinx Limited
Place: Hyderabad
Date: 25.05.2026
Sd/-
Rohith Loka Reddy
Managing Director
(DIN: 06464331)