As at March 31, 2024, Your companyâs total paid up share capital stood at Rs.4,01,31,980/- divided
into 32,28,069 fully paid up equity shares of Rs.10/- each and 7,85,129 fully paid up preference
shares of Rs.10/- each. During the year under review, the Company has not issued any shares with or
without differential voting rights. Also company has neither issued employee stock options nor sweats
equity shares and does not have any scheme to fund its employees to purchase the shares of the
Company.

As on 31^st March 2024, Mr. Rahul Shah, Promoter Director of the Company holds 43.11 % shares of
the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET
AND THE DATE OF REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding conservation of energy, technology
absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules
there under.

B. Foreign exchange earnings and outgo:

Sr. No.	Particulars	Amt in ''
1	Foreign Exchange earned in terms of actual inflows during	161.43
	the year
2	Foreign Exchange outgo in terms of actual outflows during	Nil
	the year

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to improve quality of lives of people in the community its serves through
long term stakeholder value creation, with special focus on skills development. The Company does
not have to mandatorily constitute a Corporate Social Responsibility (CSR) Committee in accordance
with Section 135 of the Companies Act, 2013. The company fully understands its role in society and is
committed for sustainable & inclusive growth of people & the environment around its business.

BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance &
performance of the Directors.

Your Company has constituted Nomination and Remuneration Committee, which as per the
provisions of Companies Act 2013 has defined the evaluation criteria, procedure and time schedule
for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for
Board Evaluation inter alia include degree of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities to various Committees, effectiveness of
Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at
Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting
the strategic agenda of the Board, encouraging active engagement by all Board members and
motivating and providing guidance to the Management. Criteria for evaluation of the Committees of
the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings. The procedure followed for the performance evaluation of the Board,
Committees and Directors is detailed in the Directorsâ Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF DIRECTORS:

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of Section
178(3) of the Companies Act 2013.

Independence:

In accordance with the above criteria, a Director will be considered as an âIndependent Directorâ if he/
she meet with the criteria for âIndependent Directorâ as laid down in the Act.

Qualifications:

A transparent Board nomination process is in place that encourages diversity of thought, experience,
knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of
functional and industry expertise. While recommending the appointment of a Director, the Nomination
and Remuneration Committee considers the manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are
also expected to demonstrate high standards of ethical behavior, strong interpersonal and
communication skills and soundness of judgment. Independent Directors are also expected to abide
by the âCode for Independent Directorsâ as outlined in Schedule IV to the Act.

REMUNERATION POLICY

The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and
other employees, which is aligned to its overall Human resource philosophy. The key factors
considered in formulating the Policy are as under:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(c) remuneration to Directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

The key principles governing the Companyâs Remuneration Policy are as follows:

Remuneration for independent Directors and non-independent non-executive Directors:

â¢ Independent Directors (âIDâ) and non-independent non-executive Directors (âNEDâ) may be
paid sitting fees for attending the Meetings of the Board and of Committees of which they may
be members, and commission within regulatory limits, as recommended by the Nomination
and Remuneration Committee (âNRCâ) and approved by the Board.

â¢ Overall remuneration should be reasonable and sufficient to attract, retain and motivate
Directors aligned to the requirements of the Company, taking into consideration the
challenges faced by the Company and its future growth imperatives. Remuneration paid
should be reflective of the size of the Company, complexity of the sector/ industry/ Companyâs
operations and the Companyâs capacity to pay the remuneration and be consistent with
recognized best practices.

â¢ The aggregate commission payable to all the NEDs and IDs will be recommended by the
NRC to the Board based on Company performance, profits, return to investors, shareholder
value creation and any other significant qualitative parameters as may be decided by the
Board. The NRC will recommend to the Board the quantum of commission for each Director
based upon the outcome of the evaluation process which is driven by various factors
including attendance and time spent in the Board and Committee Meetings, individual
contributions at the meetings and contributions made by Directors other than in meetings.

â¢ The remuneration payable to Directors shall be inclusive of any remuneration payable for
services rendered in any other capacity, unless the services rendered are of a professional
nature and the NRC is of the opinion that the Director possesses requisite qualification for the
practice of the profession.

Policy on Remuneration for Managing Director (âMDâ) / Executive Directors (âEDâ) / Key

Managerial Personnel (âKMPâ)/ rest of the Employees:

â¢ The extent of overall remuneration should be sufficient to attract and retain talented and
qualified individuals suitable for every role. Hence remuneration should be market
competitive, driven by the role played by the individual, reflective of the size of the Company,
complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay,
consistent with recognized best practices and aligned to any regulatory requirements. Basic/
fixed salary is provided to all employees to ensure that there is a steady income in line with
their skills and experience.

â¢ In addition, the Company provides employees with certain perquisites, allowances and
benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also
provides all employees with a social security net subject to limits, by covering medical
expenses and hospitalization through re-imbursements or insurance cover and accidental
death and dismemberment through personal accident insurance. The Company provides
retirement benefits as applicable.

â¢ In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above,
the Company provides MD/ EDs such remuneration by way of commission, calculated with
reference to the net profits of the Company in a particular financial year, as may be
determined by the Board, subject to the overall ceilings stipulated in Section 197 of the
Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on
performance as evaluated by the NRC and approved by the Board.

â¢ The Company provides the rest of the employees a performance linked bonus. The
performance linked bonus would be driven by the outcome of the performance appraisal
process and the performance of the Company.

Presently, no Directors or KMP of the Company is drawing any remuneration from the company

DIRECTORSâ RESPONSIBILITY STATEMENT

The directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures.

ii) 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 the company at the end of the financial year and of the profit and
loss statement of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively and

vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

DECLARATION ON INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made there under and are independent of the
management.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At present, your company does not have any Subsidiary, Joint Venture or Associates company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has zero tolerance for sexual harassment and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules there under. The Company has not received any complaint of sexual harassment during the
financial year 2023-2024.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of employees who avail of the mechanism. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which
would impact the going concern status of the Company and its future operations.

AUDITORS

(1) Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, Mumbai, are the statutory auditors of the Company and
hold office till the conclusion of the 44th Annual General Meeting (AgM) subject to ratification at each
intervening AGM. They have furnished a certificate, confirming consent and eligibility in accordance
with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules
made there under, it is proposed to ratify their appointment as the statutory auditors of the Company
till the conclusion of the next AGM. Members are requested to consider the ratification of their and
authorize the Board of Directors to fix their remuneration.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. Hardik Savla & Co, a Company Secretary in Practice to undertake the Secretarial
Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report is annexed
to this report.

The Auditors'' Report for the financial year ended 31^st March 2024 contains following qualification,
reservation, adverse remark or disclaimer:

Sr.	Auditors qualification, reservation, adverse	Board''s comments
No.	remark or disclaimer
	(Auditors have given following remarks under Standalone Audit Report âEmphasis of Matterâ para )


1	The Company being a listed Company, as per Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, Company is required to appoint Internal Auditor. However the Company has not complied with the same.	Your Company shall make an appointment of Internal Auditor in current year.
2.	The Company has not established its Internal Financial Controls over financial reporting on criteria based on or considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.	Your shall engage a Chartered Accountant for issuance of appropriate report on Internal Financial Controls and basis that, the qualification will be addressed.
	The Company has made provisions of Rs. 39,000 for professional tax in the current financial year and Rs. 13,000 in the previous year, but these amounts remain unpaid as of 31st March 2024. This non-payment could result in penalties and interest liabilities that have not been accounted for in the financial statements. The Company has an outstanding TDS payable amounting to Rs. 42,592, which has been pending for over three years. Furthermore, TDS on legal and professional fees amounting to Rs. 18,70,800 and rent amounting to Rs. 2,37,540 for the financial year 2023-2024, The interest and penalties associated with these amounts have not been recorded.	Your Company has paid the TDS for previous years which are available for credit and set off for the TDS liability accrued.
5	the company has granted loan to DSR Infotech Limited, which is non-compliance of Section 185 of the Companies Act, 2013.	DSR Infotech Ltd was a subsidiary company when such transaction had happened. As on date, the DSR is not the subsidiary company of N2N. It is important to note that, all expenses of the Company are currently paid out of the loan amount refunded by DSR Infotech Limited. The Listing Fees, payments to Company Secretary and other expenses are paid out of the Loan amount refunded by the DSR Infotech Ltd. Further, It is important to note that, the Loan was standing before the commencement of the Companies Act, 2013.
6	Balances of Debtors, Loans and Advances, Secured & Unsecured Loans, Sundry Creditors Others are subject to confirmation and reconciliation and consequential adjustments	Certain balances have been carried forwarded since the Company was acquired by Rahul Shah through Open Offer. Basis principle of prudence, the Board of Directors may write off such amounts from the Books of Accounts.
7	The company is in Export sale of services without payment of GST. The Company exceeded the GST registration threshold in June 2023 but registered only in January 2024.	Company didnât have any Input Credit for the said period, hence there has been no adverse effect. All Shares of the Company are export of IT Services and basis Letter of

Consequently, Rs. 1,11,97,005/- of the Rs.
1,31,97,005/- turnover during this period was not
reported due to non-registration. This oversight
has resulted in the Company being unable to
claim the input tax credit refund for the GST
portion on expenses for these services.

Undertaking (LUT) issued to GST
Department, all export sales of the
Company are GST exempted.

The Secretarial Auditorsâ Report for the financial year ended 31^st March 2024 contains following
qualification, reservation, adverse remark or disclaimer:

Sr. No.	Secretarial Auditors qualification, reservation, adverse remark or disclaimer	Boardâs comments
1	The company has not published intimation & results of quarterly results in newspaper as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Your Company shall comply with the same during the current year and henceforth.
2	We would like to draw your attention, the company has applied for re-adjudication of Stamp Duty on account of merger of Leadsoft softech Pvt Ltd with the Company as levied by the Controller of Stamps, Mumbai	Re-adjudication of Stamp Duty with Controller of Stamps, Mumbai is under process.
3	Independent Director	Company is making efforts to appoint Independent Directors on the Board of the Company and reconstitute committees of the Board
4	Other LODR Non-Compliances and Suspension of Trading of Shares	Company is expected to clear the dues of BSE Limited towards Annual Listing Fees in Q3 of FY 2024-2025.

Mr. Nishant Upadhyay has bought to attention of Promoter Director the qualification remarks of the
Auditors in their Audit Report and requested to adopt urgently corrective steps to address such
qualification and emphasis of matters. The role of the Independent Director being honorary and
without remuneration and more of advisory in nature and has adopted steps within their purview to
address these qualifications.

LISTING ON STOCK EXCHANGES

The Equity Shares of your Company are listed only with BSE Limited. The listing fees for the financial
year 2024-2025 is unpaid.

SUSPENSION OF TRADING OF EQUITY SHARES OF THE COMPANY

Company could not pay dues to BSE Limited towards Annual Listing Fees. Your Board is confident
that by December 31,2024, the trading in equity shares of the Company resume.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to
the corporate governance requirements set out by SEBI. The certain regulations as to corporate
governance do not apply to the Company in Accordance with SEBI (LODR) Regulations 2015.
Accordingly, no separate section on Corporate governance is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report as required under regulation 34 of the SEBI (LODR)
Regulations, 2015 is annexed to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year, the Company has not given any loan or guarantee, or provided security, or has made
any investment which would be required to be reported under section 186 of the companies Act 2013.
The closing balances of investments which would be covered under Section 186 of the Companies
Act, 2013, are disclosed in the Schedule of Non-Current Investments/Loans given in the Financial
Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The contracts or arrangements as covered u/s188 of the Companies Act 2013, is not entered into by
the Company. Hence, no particulars are being provided in Form AOC-2 as mandated pursuant to the
provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies
(Accounts) Rules, 2014.

THE EXTRACT OF ANNUAL RETURN

Extracts of Annual return in form MGT-9 as per the provisions of the Companies Act, 2013 is annexed
hereto and forms part of this report.

MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES

Your company has not paid any managerial remuneration during the period under review, therefore
no Disclosures in the Board Report as required under Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014 is provided and further your Company also has not employed any person
at a remuneration in excess of the limit set out in the said Rules.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

Your Board comprises of Mr Rahul Shah, Mr Tushar Shah and and Ms. Trupti Pandit.

Ms. Twinkle Upadhyaya acts as a Company Secretary of the Company. Mr. Tushar Shah and Ms.
Trupti Pandit are also designated as Key Managerial Personnel and CEO and CFO respectively .

BOARD AND COMMITTEE MEETINGS

Five Board Meetings were convened and held during the year i.e. on May 30, 2023, August 14, 2024,
September 7, 2023, November 14, 2024 and February 14, 2024. There have not been any instances
when recommendations of the Audit Committee were not accepted by the Board. The intervening gap
between the Meetings was within the period prescribed under the Act.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits covered under chapter V of the Companies Act,
2013 and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companyâs internal audit systems are geared towards ensuring adequate internal controls
commensurate with the size and needs of the business, with the objective of efficient conduct of
operations through adherence to the Companyâs policies, identifying areas of improvement, evaluating
the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and
safeguarding of assets from unauthorized use.

The Audit Committee along with Management oversees results of the internal audit and reviews
implementation on a regular basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the wholehearted and sincere coÂ¬
operation the Company has received from its bankers and various Government agencies. Your
Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors

Place: Pune
Date: Sept 7, 2024

TusharShah Rahul Shah

Director Director

DIN-01932018 DIN-01545609

Mar 31, 2016

DIRECTORâS REPORT TO THE MEMBERS OF N2N TECHNOLOGIES LIMITED

The Directors have pleasure to present 31^st Annual Report and Audited Annual Accounts of your company for the year ended on 31^st March 2016.

FINANCIAL HIGHLIGHTS:

STANDALONE BASIS

( Rs. IN LAKHS)

Particulars	FY 201516	FY 201415
Total Income	17.83	14.18
Total Expenditure	19.89	21.64
Profit Before Tax (PBT)	(2.08)	(7.46)
Tax (deferred)	0.24	(0.30)
Profit After Tax (PAT)	(1.82)	(7.76)

PERFORMANCE REVIEW & FUTURE OUTLOOK:

During the current year, your Company has booked total income of Rs.17.83 Lakhs and Net Loss of Rs.1.82 Lakhs on standalone basis. The source of income is on account of interest received on Investment/advances.

SUBSIDIARY:

Your Company had strategic subsidiary as DSR Infotech Limited (DSR), which recently made rights issue of 189800 equity shares to raise funds for its working capital and other corporate expenses requirements, considering business portfolio and future business strategy as well as for unlocking true value of each enterprise, lack of liquidity in the company. Due to allotment of equity shares in the Rights Issue, the shareholding of your company in DSR diluted from 68.39% to 49%. The performance of DSR for the financial year 2015-2016 is as follows:

The total income of the DSR for the year ended March 31, 2016 stood at Rs.786.30 Lakhs and loss after tax stood at Rs.1591.37 Lakhs as compared to a loss after tax of Rs.6.59 Lakhs during the previous year. It is to be noted that the heavy losses for the current year is on account of written off amounts of Debtors & diminution in value of Investment.

Further your board recommends to sale ITS stake in the DSR in the overall interest of stakeholders of the company for which resolution shall be considered in the ensuing AGM.

Your Directors are confident that the policies, strategies adopted by your company will protect interest of the stakeholders.

DIVIDEND & RESERVES:

In view of the loss, your Directors expresses it inability to declare dividend for the year.

SHARE CAPITAL:

As at March 31, 2016, Your companies total paid up share capital stood at Rs.4,40,80,660/-divided into 44,08,066 fully paid up equity shares of Rs.10/- each. During the year under review, the Company has not issued any shares with or without differential voting rights. Also company has neither issued employee stock options nor sweats equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

As on 31^st March, 2016, Mr. Rahul Shah, Promoter Director of the Company holds 31.27% shares of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption:

The Company has no particulars to report regarding conservation of energy, technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with Rules there under.

B. Foreign exchange earnings and outgo:

Sr.

No.

Particulars

Amt in ''

Foreign Exchange earned in terms of actual inflows during the year

Nil

Foreign Exchange outgo in terms of actual outflows during the year

Nil

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is committed to improve quality of lives of people in the community it serves through long term stakeholder value creation, with special focus on skills development. The Company does not have to mandatorily constitute a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The company fully understands its role in society and is committed for sustainable & inclusive growth of people & the environment around its business.

BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION

During the year, the Board has carried out an annual evaluation of its own performance & performance of the Directors.

Your Company has constituted Nomination and Remuneration Committee, which as per the provisions of Companies Act 2013 has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation inter alia include degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Management. Criteria for evaluation of the Committees of the Board include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in the Directorsâ Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTORS:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Companies Act 2013.

Independence:

In accordance with the above criteria, a Director will be considered as an âIndependent Directorâ if he/ she meet with the criteria for âIndependent Directorâ as laid down in the Act.

Qualifications:

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the âCode for Independent Directorsâ as outlined in Schedule IV to the Act.

REMUNERATION POLICY

The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to its overall Human resource philosophy. The key factors considered in formulating the Policy areas under:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the Companyâs Remuneration Policy are as follows:

Remuneration for independent Directors and non-independent non-executive Directors:

- Independent Directors (âIDâ) and non-independent non-executive Directors (âNEDâ) may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee (âNRCâ) and approved by the Board.

- Overall remuneration should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company, taking into consideration the challenges faced by the Company and its future growth imperatives. Remuneration paid should be reflective of the size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay the remuneration and be consistent with recognized best practices.

- The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The NRC will recommend to the Board the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and Committee Meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

- The remuneration payable to Directors shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the practice of the profession.

Policy on Remuneration for Managing Director (âMDâ) / Executive Directors (âEDâ) / Key Managerial Personnel (âKMPâ)/ rest of the Employees:

- The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Companyâs operations and the Companyâs capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements. Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

- In addition, the Company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security net subject to limits, by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance. The Company provides retirement benefits as applicable.

- In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the NRC and approved by the Board.

- The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.

Presently, no Directors or KMP of the Company is drawing any remuneration from the company

DIRECTORSâ RESPONSIBILITY STATEMENT

The directors report that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) 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 the company at the end of the financial year and of the profit and loss account of the company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION ON INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, your company had one subsidiary namely âDSR Infotech Limitedâ. DSR is carrying its activities in offering services for Software designs/development, staffing, web content management etc. DSR Infotech Limited is now an Associate company w.e.f. June 16, 2016.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, your companyâs Consolidated Financial Statements duly audited by the Statutory Auditors, are presented in this Annual Report along with Form AOC-1.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received any complaint of sexual harassment during the financial year 2015-16.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

AUDITORS (1) Statutory Auditors:

M/s. DMKH & Co., Chartered Accountants, Mumbai, are the statutory auditors of the Company and hold office till the conclusion of the 32nd Annual General Meeting (AGM) subject to ratification at each intervening AGM. They have furnished a certificate, confirming that if re-appointed, the re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to ratify their appointment as the statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 32^nd AGM. Members are requested to consider the ratification of their and authorize the Board of Directors to fix their remuneration.

(2) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Hardik Savla & Co, a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed to this report.

The Auditorsâ Report for the financial year ended 31^st March, 2016 contains following qualification, reservation, adverse remark or disclaimer:

Sr.

Auditors qualification, reservation, adverse

Boardâs comments

No.

remark or disclaimer

As per Standalone Audit Report âEmphasis of

Matterâ regarding compliance of section 203 of

companies act, 2013

Company is looking for appointing a suitable candidates according to requirements of a company

As per Consolidated Audit Report âEmphasis of

Matterâ regarding unavailability of consolidated accounts of the subsidiary âDSR Infotech Ltdâ

For the various integration requirements accounts of step-subsidiaries & Associates of subsidiary could not be finalized by such Companies management within the time frame as per Indian Accounting requirements.

The Secretarial Auditorsâ Report for the financial year ended 31^st March, 2016 contains following qualification, reservation, adverse remark or disclaimer:

Sr.

No.

Secretarial Auditors qualification, reservation, adverse remark or disclaimer

Boardâs comments

Non-compliance of section 203 of Companies Act, 2013 and the consequent defaults

Company is looking for appointing a suitable candidates according to requirements of a company

Non-compliance of regulations of SEBI (LODR) Regulations 2015 w.r.t. submission and publication of Annual Audited consolidated Accounts

For the various integration requirements accounts of step-subsidiaries & Associates of subsidiary could not be finalized by such companies management within the time as per Indian Accounting requirements.

The contracts or arrangements as covered u/s188 of the Companies Act 2013, is not entered into by the Company. Hence, no particulars are being provided in Form AOC-2 as mandated pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014.

THE EXTRACT OF ANNUAL RETURN

Extracts of Annual return in form MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto and forms part of this report.

UPDATES ON AMALGAMATION

Honourable Bombay High Court has passed an order dated September 29, 2016 amending the Scheme of Arrangement between N2N Technologies Limited and Leadsoft Softech Private Limited. The Scheme of Arrangement shall be amended pursuant to said order.

MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES

Your company has not paid any managerial remuneration during the period under review, therefore no Disclosures in the Board Report as required under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is provided and further your Company also has not employed any person at a remuneration in excess of the limit set out in the said Rules.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

At the Annual General Meeting of the Company held on September 29, 2015, the Members had approved the appointment of Mr. Murtuza Ali Soomar, Mr. I Raghunath & Ms. Maya Chandra as an Independent Director for a term of five years as per the provisions of Companies Act 2013, however during the year Mr. I Raghunath & Ms. Maya Chandra have resigned from their positions on Board & its committees

The Board had appointed Mr. Nishant Upadhyay & Mr.Akhanda Pratap Singh as an Additional Director (Independent). Further Board appointed Ms. Mahalakshmi Dandapani as an Additional Director-Women (Independent) on March 18, 2016. All the newly appointed directors are liable to vacate their office on the date of the AGM. Your board recommends their appointment for a term of five years as an Independent director of the company as required under the Companies Act 2013. Accordingly resolutions has been incorporated in the Notice for members approval in the ensuing AGM. Presently, no one is appointed or designated as key managerial personnel as per the requirements of section 203 of the Companies Act 2013.

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company, Mr. Rahul Shah retires and is eligible for re-appointment.

BOARD AND COMMITTEE MEETINGS

Five Board Meetings were convened and held during the year i.e. on April'' 13, 2015, September 03, 2015, November 14, 2015, February 13, 2016 & 18^th March 2016. The Board re-constituted the Audit Committee with the appointment of Mr. Nishant Upadhyay as Chairman and Mr. Rahul Shah, Mr. Akhanda Singh as Members. Also the Stakeholders relationship committee & Remuneration Committee is re-constituted with Mr.Nishant Upadhyay as Chairman and Ms. Mahalaxmi Dandapani Mr. Akhanda Singh as Members.

There have not been any instances when recommendations of the Audit Committee were not accepted by the Board. The intervening gap between the Meetings was within the period prescribed under the Act except for meetings between second quarter & first quarter.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companyâs internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companyâs policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

The Audit Committee along with Management oversees results of the internal audit and reviews implementation on a regular basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its bankers and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.

By Order of the Board of Directors

Place: Mumbai

Date: November 12, 2016 Rahul Shah Nishant Upadhyay

Director Director

Mar 31, 2014

Dear Members

The Board of Directors of your Company are very happy in presenting the 29th Annual Report of the company together with audited statement of accounts for the Financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

Standalone Particulars 2013-14 2012-13

Income 9,08,537 10,93,129

Profit/(Loss) before Extra- -42,46,716 -45,69,819 ordinary Items, Tax and Depreciation

Less: Depreciation 2,09,740 2,83,268

Profit/(Loss) before Provision for Tax -45,06,001 -48,53,087

Less: Provision for Taxation Nil -29,01,468

Profit/(Loss) after addition of share of -45,06,001 -19,51,619 profits from Joint Ventures

Consolidated Particulars 2013-14 2012-13

Income 3,19,43,075 2,00,57,69,929

Profit/(Loss) before Extra- -40,48,591 12,68,37,924 ordinary Items, Tax and Depreciation

Less: Depreciation 17,25,713 96,53,937

Profit/(Loss) before Provision for Tax -58,23,849 11,71,83,987

Less: Provision for Taxation Nil 1,24,50,032

Profit/(Loss) after addition of share of 4,83,14,604 10,47,33,955 profits from Joint Ventures

BUSINESS STRATEGY & FUTURE BUSINESS :

Your Company has understood the responsibilities it has to face as posed by the IT & ITes industry and committed to attain globally recognised standards to take the lead. The Company is adopting the philosophy of long term approach to help the growth of the industry which would ultimately benefit all the business partners, communities, society and the environment.

Your company''s mission is to provide best service in class solutions to all clients who prefer to focus on their core business and to support them in streamlining their business processes and reducing cost.

SUBSIDIARIES / JOINT VENTURES :

Your company as a corporate strategic tool has maintained its 68.39 % stake in DSR Infotech Private Limited to continue it as a subsidiary. During the year step down subsidiary Katalyst Technologies Inc has issued fresh shares to outsiders as a result DSR infotech''s stake in its share capital has come down to 50%, thus the Katalyst Technologies Inc., is no longer remains a step down subsidiary of the Company.

A company having subsidiaries is required to attach to the Directors'' Report, Balance Sheet and Profit & Loss statement of its subsidiaries. However, as a matter of green intiative government has exempted such companies from publishing the audited consolidated financial statement in the Annual Report to be circulated to shareholders.

In view of the above, Annual Report 2013-14 of your Company does not contain the annual reports of its subsidiaries. A statement containing summarized financials which includes reserves, total assets, total liabilities, investments, total sales, profit before tax etc. of subsidiary is included in this report. The audited annual accounts and related information of subsidiary will be made available upon request. These documents will also be available for inspection during business hours at registered office of the Company.

AMALGAMATION :

Scheme of Amalgamation is sanctioned by Honorable High Court of Judicature at Bombay, vide their order dated 29th Oct 2013, consequent to which Board of Directors of the company at its Board Meeting held on December 21, 2013 has made allotment of 13,41,400 equity shares of Rs.10/- each to the shareholders and Debentureholders of Leadsoft Softech Private Limited as per the said scheme. Approval of the SEBI''s & Stock exchange for listing and trading for the shares so issued is awaited.

CAPITAL STRUCTURE :

During the year Authorized Share Capital of the Company stood at Rs. 5,50,00,000/- and the Paid up capital has been increased to Rs.4,40,80,660 from Rs.2,80,00,000.

Out of the total increase in paid up capital of16,08,066 equity shares of Rs. 10 each , 2,66,666 Equity Shares were issued on conversion of 2,66,666, 0% Unsecured Optionally Convertible Debentures (@ Rs.150/- per share), and balance 13,41,400 equity shares of Rs.10/- each have been issued at par consequent to approval of scheme of Amalgamation with Leadsoft Softech Private Ltd. by Hon'' High Court of Bombay.

DIVIDEND AND TRANSFER TO RESERVES :

Since during the year no revenue was generated by the company, your Directors have not recommended any dividend for distribution on Equity Share Capital of the Company for the Financial Year ended 31st March 2014. Hence, the amount to be transferred to General Reserve Account does not arise.

QUALITY POLICY :

The Company believes that quality of our services depends on our ability to attract and nurture the best talent and provide the best to our customers by assuring the quality of the products, the Company will ensure the best return for the Company and also maintain the reputation and good will.

HUMAN RESOURCES DEVELOPMENT :

Your Company recognizes business strategies and systems as the key elements for sustained growth of business,thus now it is fine - tuning the criteria for recruitment and induction into the organization to suit new skill sets that are required. Training and development is also being designed and drafted with varied inputs on job knowledge as well as soft skills.

Employees are vital to the growth of the Organization. We have created a favorable work environment that encourages innovation and meritocracy.

LISTING:

The Company''s shares are listed on the BSE Ltd, Mumbai, where the shares are actively traded.

CODE OF CORPORATEGOVERNANCE :

Good Corporate governance basically lies on the principles of integrity, fairness, equity, transparency, commitment and accountability to the stakeholders, employees, community and towards environment protection. Stakeholders look forward to the Company for transparency in its activities and disclosures. The management would attempt to understand the expectations and concerns of the stakeholders and explain to them our position on issues, management actions, and performance and future objectives.

A separate section on Corporate Governance and a certificate required under Clause 49(VII) confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement entered with the Stock Exchange is included in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY :

Your Company is committed to improve the quality of life of the work force and their families and also the community. Further, the Company believes that undertaking activities in such a manner that promote the interest of all stake holders and society, which will help overall development of the society.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has installed the internal control systems suitable for the Company considering the volume of business and its size.

FIXED DEPOSITS :

Your Company has not accepted any fixed deposits from public within the meaning of Sec. 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made there under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT :

As required by the Companies (Amendment) Act, 2000, your directors based on the representation received from the management state that:

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures wherever applicable;

(b) the Directors has selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to five a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

The particulars as prescribed under sub-section (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, as amended up to date, are set out hereunder:

(1) CONSERVATION OF ENERGY

With a view to conserve energy wherever possible and practicable, your Company is planning to implement suitable electrical power savers and devices. The Company has not incurred any expenditure under this head during the year under review.

(2) RESEARCH & DEVELOPMENT, TECHNOLOGY ABSOPRTION, ADAPTATION & INNOVATION Adopting a continuous research and development method in any business will only bring positive results to the Company. These results would be reflected in delivering quality products and finally to register a higher profit and growth. Though your Company is inclined to adopt research and development policy suitable to the business, for the financial year under review, it has not spent specifically on this account.

(3) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

(4) PARTICULARS OF EMPLOYEES

As per Sec. 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees (Amendment) Rules, 1988, no employee of the Company is drawing salary more than the specified limit.

DIRECTORS :

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, and the Company''s Article of Association, Mr. Haren Parekh (Independent Director- DIN: 00004883) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Also as per Companies Act 2013, the company need to appoint Independent Directors within the meaning of Companies Act 2013, therefore existing Independent Directors i.e. Mr.Haren Parekh (DIN: 00004883), Mr. Rajesh Shah (DIN: 00079576) & Mr. Jayesh Desai (DIN: 05197040) who were appointed as per clause 49 of listing agreement, need to be redesignated as Independent directors under Companies Act 2013 to modify their scope of duties, liabilities & appointment terms. Their detailed profile forms a part of this Annual Report.

AUDITORS :

M/s. DMKH & Co., Chartered Accountants, holds office up to the conclusion of the ensuing Annual General Meeting and being eligible has offered themselves for re-appointment as required under Companies Act, 2013. They have furnished the necessary declarations for their eligibility. The Board recommends their re- appointment.

MANAGEMENT DISCUSSION AND ANALYSIS :

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this Report.

AUDITORS'' REPORT :

The Auditors have not qualified their report and there are no observations made by them.

COMPLIANCE CERTIFICATE :

As per provisions of Section 383A of the Companies Act, 1956, compliance certificate from D S Momaya & Co., Practicing Company Secretaries is annexed.

ACCLAMATION :

Your Directors wish to place on record their sincere thanks to the valuable investors, banks, business associates, consultants and advisors for their keen involvement with the Company''s affairs and business and their support in the activities during the Financial Year.

Your Directors also place on record with gratitude the support and guidance by the Government Authorities and other Government Agencies and look forward to their continued support in the future.

For & on behalf of the Board of Directors of N2N TECHNOLOGIES LIMITED Sd/- Sd/- Haren Parekh Rahul Shah Date : 14/08/2014 Director Director

Mar 31, 2013

TO THE MEMBERS

The accordance with section 217 of the Companies Act, 1956 and with the view to update the shareholders on the performance and activities in the Company during the previous year, your Directors are pleased to present their Report for the Financial year ended 3151 March, 2013 asunder:

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Particulars Stand-Alone Consolidated

2012-13 2011-12 2012-13 2011-12

Income 10,93,129 24,98,134 2,00,57,69,929 NA

Profit/(Loss) before Extra-ordinary Items, (45,69,819) 15,82,097 12,68,37,924 NA

Tax and Depreciation

Less: Depreciation 2,83,268 3,82,864 96,53,937 NA

Profit/(Loss) before Provision for Tax (48,53,087) 11,99,233 11,71,83,987 NA

Less: Provision for Taxation (29,01,468) (20,485) 124,50,032 NA

Profit/(Loss) after Taxation (19,51,619) 12,19,718 10,47,33,955 NA

DIVIDEND

Your Directors think it prudent to utilize the funds for future business growth hence does not recommend any dividend for the financial year ended 31st March, 2013.

TRANSFER TO RESERVES

During the year, no amount has been transferred to General Reserves in the Balance Sheet.

REVIEW OF OPERATIONS

The Stand-Alone and Consolidated Financial Highlights of the Company are as stated above. During the year the Company has undergone many structural and operational developments which are enlisted below:

Alteration in Memorandum & Articles of Association:

During the year, the Company changed its name from "Visisth Mercantile Limited" to "N2N Technologies Limited" and also altered the Object Clause in the Memorandum of Association of the Company to suit the business of the Company. The Company has also shifted the registered office of the Company from the city of Mumbai to the city of Pune hence, shifting the registered office of the Company from jurisdiction of ROC of Mumbai to jurisdiction of ROC of Pune. The approval of the shareholders for the aforesaid transactions was obtained by voting through Postal Ballot vide Resolution dated 17th August, 2012. The details of the Postal Ballot are given in the Corporate Governance Report which forms a part of this Annual Report.

Subsidiaries:

i) DSR Infotech Private Limited

During the year, the Company has made investments by way of purchasing 3,24,500 equity shares of DSR Infotech Private Limited. Consequently, the shareholding of the Company in DSR Infotech is 68.39% making it the subsidiary of the Company pursuant to Section 4 (1 )(b) of the Companies Act, 1956.

ii) Katayst Technologies Inc

Katalyst Technologies Inc. a Company incorporated in the United States which is a subsidiary of DSR Infotech Private Limited hence, making it a subsidiary of the Company pursuanttoSection4(1)(c)ofthe CompaniesAct, 1956.

Amalgamation:

The Board of Directors in their meeting on 17th October, 2012 approved the Amalgamation of the Company with "Leadsoft Softtech Private Limited" which is engaged in the business of designing and development of software solutions in order to combine the operations of both the Companies which would provide economies in cost, better working capital management, better administration and increased financial resources. The swap ratio is:

- 10 (ten) equity shares of N2N Technologies Ltd for every 1 (one) equity share of Leadsoft Softtech Private Limited.

- 10 (ten) equity shares of N2N Technologies Ltd for every 1(one) Unsecured Optionally Convertible redeemable debentures of Leadsoft Softtech Private Limited.

The in-principle approval is received by the Company from BSE Ltd vide their letter dated 8m January, 2013 for the proposed scheme of Amalgamation. The Company has filed an application with High Court and the order is awaited. The Appointed date is 1st April, 2012. The Scheme of Amalgamation shall be effective after obtaining requisite Order from the High Court but shall be operative from the Appointed date as mentioned above.

Preferential Issue of Debentures:

During the year, the Company vide resolution passed at the Meeting of Board Of Directors on 24th September, 2012 and 8th November, 2012 and approval of shareholders received vide Special Resolution passed through Postal Ballot dated 31st October, 2012 issued 0% Unsecured Optionally Convertible Debentures ("OCD") on a preferential allotment basis in accordance with the regulations for Preferential Issues contained in Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended ("SEBI ICDR Regulations"). The purpose of the said issue was to augment the resources for the capital expenditure, working capital requirements and for general corporate purpose. The Company has completed all the formalities and complied with all the rules and regulations as applicable under Companies Act, 1956, listing agreement, SEBI Regulations with regard to the said issue. The proceeds from the Issue were utilized for capital expenditure, working capital / funds for general corporate purpose as mentioned in the Notice and Explanatory Statement which was dispatched to the shareholders for passing of resolution through Postal Ballot.

FUTURE OUTLOOK

The Company has shifted its base from Mumbai to Pune, Pune being one of the biggest IT hubs to enhance the scope of its services and to build more clientele. During the previous year, the company was under process of streamlining its activities due to the shifting of office. The Company shall commence its operations from the current year and is already undertaking constant efforts as is evident from the above changes to expand its operations. The Company''s mission is to provide the best in class solutions to all its clients who prefer to focus on their core business and look to their partners to support them in streamlining their business processes and reducing cost. The Company believes that it has to be better than the competition at lower cost to succeed and strives for the same.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, and the Company''s Article of Association, Mr. Rahul Shah retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. His detailed profile annexed.

PUBLIC DEPOSIT

During the year, under review, the Company had not accepted deposits from public within the meaning of Section 58A of the Companies Act, 1956.

AUDITORS

M/s. DMKH & Co., Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished the necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their re-appointment.

PARTICULARS OF EMPLOYEES

The Company does not have any employees in receipt of remuneration equal to or exceeding limits as specified in Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your directors based on the representation received from the management state that:

1. In the preparation of the accounts, the applicable accounting standards have been followed and there are no material departures.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgment and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The annual accounts of the Company have been prepared on a going concern basis.

LISTING

The Company''s shares are listed on The Bombay Stock Exchange, Mumbai, where the shares are actively traded.

CONSERVATION OF ENERGY

Our operations are not energy intensive. However significant measures have been taken to reduce the energy consumption by purchasing latest technology energy efficient equipments.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

During the year, Company has not absorbed or imported any technologies.

FOREIGN EXCHANGE EARNINGS & OUTGOINGS

During the year ended March 31, 2013, the Company has not incurred/received any foreign exchange.

CORPORATE GOVERNANCE

The Paid up Share Capital of the Company during the year 2012-13 was Rs. 2,80,00,000/-. The Board of Directors vide Resolution passed at their Meeting held on May 10, 2013 allotted 2,66,666 equity shares pursuant to conversion of 0% Unsecured Optionally Convertible Debentures into Equity Shares. The Paid up capital of the Company post allotment is Rs. 3,06,66,660/- making the provisions of Clause 49 - Corporate Governance applicable to the Company with effect from May 2013. Hence, the provisions of Corporate Governance were not applicable to the Company during the year ended 31st March, 2013. However, the Corporate Governance Report for the period from May 10,2013 to May 27,2013 is annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of th i s Report.

AUDITORS''REPORT

The Auditors have not qualified their report and there are no observations made by them.

COMPLIANCE CERTIFICATE

As per provisions of Section 383Aof the Companies Act, 1956, compliance certificate dated 27th May, 2013 from D S Momaya & Co., Company Secretaries is annexed.

ACKNOWLEDGEMENT

The Directors would like to acknowledge and appreciate the efforts and support of the employees of the Company, the shareholders for their support and trust in the Company. The Directors are grateful to the bankers, lenders, customers and associates of the Company for their co-operation at all times.

Place : Mumbai For and on behalf

Date : May 27, 2013 of the Board of Directors

Rahul Shah

Director

Mar 31, 2012

The Directors' are pleased to present the 27th Annual Report of your Company together with the Audited Statement of Accounts and the Auditor's Report of your Company for the financial year ended, 31st March, 2012. the summarized financial results for the year ended 31st March, 2012 are as under:

Financial Results: (Amount in Rs.)

Particular For the financial year ended 31st For the financial year ended, March, 2012 31st March, 2011

Gross Receipt/other Income 23,47,463 (41,03,947)

Profit / (Loss) before tax & Depre- 15,82,097 (55,55,090) ciation

Less: Depreciation 3,82,864 5,19,948

Profit / (Loss) before tax 11,99,233 (60,75,038)

Provision for tax (20,485) 51,599

Profit / (Loss) After tax 12,19,718 (61,26,637)

Balance Carried over to Balance 12,19,718 (61,26,637)

Sheet

Dividend:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2012.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Chan- drashekhar Shantaram Korde, Director of the Company who is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuring Annual General Meeting.

During the year, Mr. Rahul Shah, Mr. Haren Parekh, Mr. Jayesh Desai and Mr. Rajesh Shah were inducted as Additional Directors of the Company under Section 260 of the Companies Act, 1956 and they hold office only upto the date of forthcoming Annual General Meeting. the Company has received notices from some of the shareholders of the Company proposing their candidature for the post of Directors. Your Directors propose their re-appointment as the Directors of the Company liable to retire by rotation.

Further, during the year, Mr. Vinay Kumar Sarawgi, Mr. Ajit Kumar Sarawgi, Ms. Rekha Rani Sarawgi, Mr. Vasant- lal Savla resigned from the post of Directorship w.e.f. 3rd December, 2011. Your Directors extend their sincere gratitude for the valuable services provided by them during their tenure to the Board.

Directors Responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. that 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 the Company as at 31st March, 2012 and of the profit or loss of the Company for that period.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

Listing of shares:

The Company's share continues to remain listed with BSE Limited, Mumbai, where the share is actively traded. Disclosures under Section 217(1)(d) of the Companies Act, 1956:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company which have occurred between the end of the financial year 31st March, 2012 and the date of this report.

Transfer to Reserves in terms of Section 217 (1)(b) of the Companies Act, 1956:

For the financial year ended 31st March, 2012, the Company did not transfer any sum to Reserves. Therefore, your Company proposes to retain the entire amount of profit in the Profit and Loss Account of the Company.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits pre- scribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employ- ees) Rules, 1975, as amended.

Auditor:

M/s DMKH & Co., Chartered Accountants, having their office at C-9, Sanjay Apartment, Near Gokul Hotel, SVP Road, Borivali(W), Mumbai- 400092, will retire at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

Your Directors recommend their re-appointment as Statutory Auditors of the Company.

Auditors' Report:

The Auditors of the Company have not qualified their report and there are no observations and suggestions made by the Auditors in their report and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Compliance Certificate:

As required under provisions of Section 383A of the Companies Act, 1956, Compliance certificate dated 14th August, 2012 from M/s D.S. Momaya & Co., Company Secretaries is annexed.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of ac- tivities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Acknowledgements:

Your Director's place on record their gratitude for the continuing support of Shareholders, bankers, regula- tory bodies and other Business associates at all levels.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commit- ment displayed by the employees.

For and on behalf of the Board VISISTH MERCANTILE LIMITED

Place: Mumbai

Date: 14th August, 2012 Director Director

Mar 31, 2003

The Directors have pleasure in presenting the Eighteenth Annual Report alongwith Audited Annual Accounts for the year ended 31st March, 2003.

Financial Highlights :-

(Rs in lacs)

FOR THE YEAR PREVIOUS YEAR PARTICULARS ENDED 31.03.2003 ENDED 31-03.2002

Gross Profit/(Loss) 3.65 1.13

Less : Depreciation 1.07 1.25

Profit/(Loss) Before Tax 2.58 (0.12)

Less : Provision for Tax 0.89 NIL

: Deferred Tax 0.96 (1.35)

Profit/(Loss,) After Tax 0.73 1.23

Balance b/fd from Previous Year 16.38 9.71

ADD : Accumulated Net Deferred NIL 5.44 Tax

Net Profit/(Loss) carried 17.11 16.33 to Balance Sheet

During the year under review the Company has earned Income of Rs. 7.74 Lacs & a Profit of Rs. 0.73 Lacs. Your Directors are hopeful of acheiving better results in future.

Dividend :- Your Directors do not recommend any dividend for the year ended 31st March, 2003.

Directors :-

Mr. Ajitkumar Kumar Sarawgi and Shri Niranjannkumar Sarawgi retires by rotation and being eligible offer themselves for re-appointment.

Auditors ;-

The retiring Auditors M/s K. K. Khadaria & Co.,Chartered Accountants have furnished the necessary certificate u/s 224(1.B) of the Companies Act, 1956. Their re-appointment is recommended to the members of the Company.

Conservation of Energy. Technology Absorrption & Foreign Exchange Earnings & Outgo :-

Your Company is not a manufacturing company and has not consumed energy & the information required under Form A doesnt apply. No comment is made on Technology Absorption considering nature of activities undertaken by your Company. During the year under

review your Company did not earn any Foreign Exchange & there is no Foreign Exchange Outgo during the year under review.

Particulars of Employees :

No employee of the Company was in receipt of remuneration in excess of limits prescribed under the Companies (Particulars of Employees) Rules, 1975 as amended upto date.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm; that in preparation of the Annual Accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2003 and the Profit for the period 1st. April, 2002 to 31st March, 2003. Proper and sufficient cars has been taken for the maintenance of ade- quate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and the annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE :-

A Compliance Certificate received from a Practicing Company Secretary certifing compliances under the Companies Act, 1956 is attached hereto.

General :-

Your Directors places on re-cord their appreciation for the co-operation received from employees-, bankers and others.

For And on Behalf of Board of Directors

DIRECTORS

PLACE : MUMBAI DATED : 29TH AUGUST, 2003

Mar 31, 2002

The Directors have pleasure in presenting the Seventeenth Annual Report alongwith Audited Annual Accounts for the year ended 31st

Financial Highlights :--

(Rs in lacs)

FOR THE YEAR PREVIOUS YEAR PARTICULARS ENDED 31.03.2002 ENDED 31.03.2001

Gross Profit/(Loss) 1.13 (1.04)

Less : Depreciation 1.25 2.14

Profit/(Loss) Before Tax (0.12) (3.18)

Less : Provision for Tax NIL NIL

ADD : Deferred Tax credit 1.35 NIL

Prof it/(Loss) After Tax 1.23 (3.18)

Balance b/fd from Previous Year 9.71 12.88 ADD : Accumulated Net Deferred 5.44 NIL

Net Profit/(Loss) carried 16.38 9.70 to Balance Sheet

During the year under review the Company has earned Income of Rs. 4.41 Lacs & sufferd a Loss of Rs. 0.12 Lacs. Your Directors are hopeful of acheiving better results in future.

Dividend :-

Your Directors do not recommend any dividend for the year ended 31st March, 2002.

Directors :-

Mr Jaikumar Kumar Sarawgi and Smt. Rekharani Sarawgi retires by- rotation and being eligible offer themselves for re-appointment.

Auditors :-

The retiring Auditors M/S K. K. Khadaria & Co., Chartered Accountants have furnished the necessary certificate u/s 224(1B) of the Companies Act, 1956. Their re-appointment is recommended to the members of the Company.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo ;Ã

Your Company is not a manufacturing company and has not consumed. energy & the information required under Form A doesnt apply. No comment is made on Technology Absorption considering nature of activities undertaken by your Company. During the year under

review your Company did not earn any Foreign Exchange & there is no Foreign Exchange Outgo during the year under review.

Particulars of Employees :

No employee of the Company was in receipt of remuneration in excess of limits prescribed under the Companies (Particulars of Employees} Rules, 1975 as amended upto date.

DIRECTORS RESPQNSIBILTY STATEMENT :-

Pursuant to Section 2i7(2AA> of the Companies Act, 1956 the Directors confirm; that in preparation of the Annual Accounts, the applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently, and have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2002 and the Loss for the period 1st April, 2001 to 31st March, 2002. Proper and sufficient care has been taken for the maintenance of ade- quate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and the annual accounts have been prepared on a going concern basis .

COMPLIANCE CERTIFICATE :-

A Compliance Certificate received from a Practicing Company Secretary certifing compliances under the Companies Act, 1956 is attached hereto.

General :-

Your Directors places on record their appreciation for the co-operation received from employees, bankers and others.

For And on Behalf of Board of Directors

DIRECTORS

PLACE : MUMBAI

DATED : 26TH AUGUST, 2002

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Directors Report of N2N Technologies Ltd.

FINANCIAL HIGHLIGHTS:

STANDALONE BASIS

( Rs. IN LAKHS)

PERFORMANCE REVIEW & FUTURE OUTLOOK:

DIVIDEND & RESERVES:

SHARE CAPITAL:

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEETAND THE DATE OF REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

CORPORATE SOCIAL RESPONSIBILITY (CSR)

BOARD AND DIRECTORS EVALUATION AND CRITERIA FOR EVALUATION

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES ANDINDEPENDENCE OF DIRECTORS:

Independence:

Qualifications:

Positive Attributes:

REMUNERATION POLICY

Remuneration for independent Directors and non-independent non-executive Directors:

Policy on Remuneration for Managing Director (âMDâ) / Executive Directors (âEDâ) / Key

DIRECTORSâ RESPONSIBILITY STATEMENT

DECLARATION ON INDEPENDENT DIRECTORS

LISTING ON STOCK EXCHANGES

SUSPENSION OF TRADING OF EQUITY SHARES OF THE COMPANY

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

THE EXTRACT OF ANNUAL RETURN

MANAGERIAL REMUNERATION / PARTICULARS OF EMPLOYEES

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) :

BOARD AND COMMITTEE MEETINGS

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OFCHAPTER V OF THE COMPANIES ACT, 2013:

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

ACKNOWLEDGEMENT

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MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET
AND THE DATE OF REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF DIRECTORS:

Policy on Remuneration for Managing Director (âMDâ) / Executive Directors (âEDâ) / Key

DIRECTORSâ RESPONSIBILITY STATEMENT

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE COMPANIES ACT, 2013: