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ENTERPRISES INDIA LIMITEDAGM2025-09-2902:00 PM03:00 PMBalaramakrishna DesinaBalaramakrishna & Associates, Company SecretariesCSF81682025-08-122025-10-012025-09-2254028002709OrdinaryfalseTO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025, TOGETHER WITH THE REPORT OF THE AUDITORS THEREONtrue881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319697851641.3324196970963755399.99620.003847657140300000047657140300000047657140319697851641.3324196970963755399.99620.003856467573628184668949.913281839136755399.99730.0027000OrdinaryfalseTO APPOINT MR. GHANSHYAM DASS (DIN: 01807011), WHO RETIRES BY ROTATION AS A DIRECTOR AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT.true881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319697851641.33241969609421757499.99110.008947657140300000047657140300000047657140319697851641.33241969609421757499.99110.008956467573628184668949.9132818291151757499.99380.0062000OrdinaryfalseAPPOINTMENT OF SECRETARIAL AUDITORtruePursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed company is required to annex a Secretarial Audit Report issued by a Practicing Company Secretary to its Board’s Report. Accordingly, the Audit Committee and the Board of Directors, at their respective meetings, have recommended the appointment of Mr. Balaramakrishna Desina, Proprietor of M/s. Balaramakrishna Desina & Associates, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from FY 2025–26 up to FY 2029–30. Mr. Balaramakrishna Desina is a qualified Company Secretary (FCS 8168 | CP 22414). He has extensive experience in corporate laws, regulatory compliance, and conducting secretarial audits for listed entities. The Auditor has consented to act as the Secretarial Auditor and confirmed his eligibility in accordance with the provisions of the Companies Act, 2013 and other applicable laws. The professional fees for the Secretarial Audit for FY 2025–26 to 2029-30 shall be Rs. 63,000 (Rupees Sixty Three Thousand only for each financial year with an increase of 5% every year from second year till the tenure of the appointment as secretarial auditor, exclusive of applicable taxes and out-of-pocket expenses. The remuneration for subsequent years shall be fixed by the Board, based on the Audit Committee’s recommendation, in consultation with the Auditor. The Board recommends passing of this resolution as an Ordinary Resolution, as set out at Item No. 3 of the accompanying Notice. None of the Directors and Key Managerial Personnel of the Company or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319697851641.3324196970943757399.99620.003847657140300000047657140300000047657140319697851641.3324196970943757399.99620.003856467573628184668949.913281839116757399.99730.0027000SpecialfalseAPPROVAL UNDER SECTIONS 180(1)(C) AND 180(1)(A) OF THE COMPANIES ACT, 2013 FOR BORROWING MONIES IN EXCESS OF LIMITS AND FOR CREATION OF SECURITY ON THE ASSETS OF THE COMPANYtrueIn view of the Company’s business expansion plans and strategic objectives, it may become necessary for Spacenet Enterprises India Limited to borrow additional funds from time to time, from banks, financial institutions, body corporates, or other eligible lenders. Such borrowings may be required to meet the Company’s working capital needs, capital expenditure, expansion initiatives, or other business exigencies. As per the provisions of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors is not permitted to borrow money, where the total outstanding borrowings (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) would exceed the aggregate of the paid-up share capital, free reserves, and securities premium of the Company, without obtaining prior approval of the Members through a Special Resolution. Further, in connection with such borrowings, the Company may be required to create charges, mortgages, or hypothecations on its movable or immovable properties, both present and future, as security. As per Section 180(1)(a) of the Companies Act, 2013, the Board also requires the approval of the Members to sell, lease, or otherwise dispose of, or to create charge on, the whole or substantially the whole of the undertaking(s) of the Company. Accordingly, the Board proposes to seek the consent of the Members to: Authorize borrowings by the Company up to an overall limit of 500 Crores (Rupees Five Hundred Crores only), over and above the aggregate of paid-up share capital, free reserves, and securities premium, and Authorize the creation of charge, mortgage, hypothecation, or other security over the whole or substantially the whole of the Company’s undertaking(s), for securing such borrowings. The proposed limit is considered adequate for the Company’s current and foreseeable funding requirements and may be reviewed from time to time as needed. This enabling resolution is proposed as a measure of prudence and foresight. It does not imply that the full amount will be utilized immediately. Every such transaction will be evaluated by the Board on its merits and shall be undertaken only if deemed to be in the best interest of the Company and in compliance with all applicable legal provisions. The Board of Directors recommends passing of the resolution set out at Item No. 4 of the accompanying Notice as a Special Resolution. None of the Directors, Key Managerial Personnel, or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding in the Company, if any.881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319698051541.33281969619631855299.99060.009447657140300000047657140300000047657140319698051541.33281969619631855299.99060.009456467573628184868849.91342818301361855299.99340.0066000SpecialfalseAPPROVAL FOR DISPOSAL OF SHARES OR ASSETS OF MATERIAL SUBSIDIARY – “THALASSA ENTERPRISES LIMITEDtrueThe Company holds equity shares in Thalassa Enterprises Limited (“Thalassa”), which qualifies as a material subsidiary under Regulation 16(1)(c) of SEBI LODR. In line with the Company’s long-term strategic objectives to enhance shareholder value, optimise capital allocation, and unlock value from its investments, the Board of Directors is considering disposal of shares and/or assets of Thalassa, which may result in: Reduction of the Company’s shareholding (either individually or together with its subsidiaries) in Thalassa to less than 50% or cessation of control over Thalassa; or full disposal, and/or Sale, disposal, or lease of assets of Thalassa amounting to more than 20% of its total assets in the preceding financial year. Pursuant to Regulation 24(5) and Regulation 24(6) of SEBI LODR, such transactions require the prior approval of shareholders by way of a special resolution. The detailed terms of the transaction, including the buyer(s), structure, consideration, and other commercial details, will be determined at the time of execution and will be undertaken in compliance with applicable laws and at a price not less than the fair value determined by a registered valuer, SEBI-registered merchant banker, or Chartered Accountant, as applicable. The proceeds from such transactions are proposed to be utilised for general corporate purposes, strengthening the Company’s core businesses, funding growth opportunities, repaying borrowings, or for such other purposes as the Board may determine to be in the best interest of the Company. This enabling resolution is proposed as a measure of prudence and foresight. The Disposal of Shares or Assets of Material Subsidiary – “Thalassa Enterprises Limited” will be evaluated by the Board on its merits and shall be undertaken only if deemed to be in the best interest of the Company and in compliance with all applicable legal provisions. None of the Directors, Key Managerial Personnel of the Company, or their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution, except to the extent of their shareholding in the Company, if any. Accordingly, the Board of Directors recommends passing of the resolution set out at Item No. 5 of the accompanying Notice as a Special Resolution.881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319697851641.33241969568882162899.9890.01147657140300000047657140300000047657140319697851641.33241969568882162899.9890.01156467573628184668949.9132818250612162899.99230.0077000SpecialfalseAPPROVAL FOR PROVIDING LOANS, GUARANTEES, OR SECURITIES TO PERSONS IN WHOM DIRECTORS ARE INTERESTED UNDER SECTION 185(2) OF THE COMPANIES ACT, 2013.trueIn line with the Company’s ongoing business requirements and to support the financial needs of group entities or other persons connected with the Company’s directors, it may become necessary from time to time to provide loans, give guarantees, or offer securities in connection with loans availed by such entities. Some of these recipients may fall withinthe ambit of “persons in whom any of the directors of the Company is interested” as defined under the Explanation to sub-section (2) of Section 185 of the Companies Act, 2013. This includes private companies in which a director of the Company is a director or member; any body corporate in which 25% or more of the voting power may be exercised or controlled by one or more directors of the Company; and any body corporate whose Board or management acts on the instructions of the Company’s directors. Section 185(2) of the Companies Act, 2013, permits companies to provide such financial support to interested parties only if a Special Resolution is passed by the shareholders and subject to the condition that the loans or facilities so extended are utilized by the recipient for their principal business activities. Accordingly, the Board of Directors is seeking approval of the Members for authorizing the Company to advance loan(s), including those represented by book debts, and/or to give guarantees or to provide securities in connection with any loan or financial assistance obtained by such persons in whom any of the directors are interested, up to an aggregate amount not exceeding Rs.50Crores (Rupees Fifty Crores only), in one or more tranches. It is clarified that such financial assistance will be extended only where the Board believes it aligns with the Company’s business interests, inter-company synergy, or long-term strategic goals. The Board will ensure that the terms of such transactions are fair, reasonable, and consistent with prevailing market standards. Further, as required under Section 180(1)(c) of the Act, the overall borrowing limits of the Company, including the proposed transactions, shall remain within the limits approved by shareholders. Additionally, if any transaction involves a related party and is considered material in nature under Section 188 of the Act or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015—i.e., individually or cumulatively exceeding Rs.1,000 Crores or 10% of the Company’s annual consolidated turnover, whichever is lower—such transactions shall be undertaken only after obtaining prior approval of the Audit Committee and the Members by way of a Special Resolution, with related parties abstaining from voting, wherever required. In this regard, details of each transaction—including the name of the recipient entity, the director’s interest, maximum financial exposure, and the intended use of the funds—shall be approved by the Board of Directors and documented in accordance with applicable law. The Board believes that these transactions are essential to support business operations across the wider group ecosystem, enhance financial efficiency, and respond to opportunities that require inter-entity collaboration and support. This enabling resolution does not imply immediate deployment of the entire sanctioned amount, but rather provides the necessary flexibility to act in the best interests of the Company as and when required. The Board of Directors recommends the Special Resolution set out in Item No. 6 of the accompanying Notice for approval of the Members. Except for the Director(s) or Member(s) of the borrowing entity/entities, no other Director or KMP, may be deemed to be interested in this resolution. Except for the said Director(s), none of the other Directors, Key Managerial Personnel, or their relatives are, in any way, financially or otherwise concerned or interested in the resolution.8810433300000088104333000000881043330000008810433300000000000000000000000000000000004765714036851533414.37676834635016898499.75340.24664765714030000004765714030000004765714036851533414.37676834635016898499.75340.24665646757366851533412.13366834635016898499.75340.2466848681730128465181SpecialfalseAPPROVAL FOR MAKING INVESTMENTS, LOANS, GUARANTEES, AND PROVIDING SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013.trueIn accordance with Section 186 of the Companies Act, 2013 (“the Act”), a company is permitted to make loans, provide guarantees or securities in connection with any loan, or acquire securities of any other body corporate, up to a prescribed threshold—namely, 60% of its paid-up share capital, free reserves, and securities premium account, or 100% of its free reserves and securities premium account, whichever is higher. Any investment or lending activity exceeding these limits requires prior approval of the shareholders by way of a Special Resolution. To support the Company's strategic growth, long-term expansion plans, and operational flexibility, it is proposed that the shareholders authorize the Board of Directors to make loans, provide guarantees or securities, and invest in securities of other body corporates, up to an aggregate limit not exceeding Rs.700 Crores (Rupees Seven Hundred Crores only), notwithstanding the thresholds set out under Section 186(2) of the Act. The proposed limit is aimed at enabling the Company to allocate funds efficiently for a wide range of purposes, including but not limited to: (i) strategic equity or debt investments in subsidiaries, associate companies, joint ventures, or group entities; (ii) providing financial assistance or lending support to entities engaged in aligned business objectives or expansion; (iii) issuing corporate guarantees or creating charges on the Company’s assets for the benefit of group 20 | 15th Annual Report 2024-25 entities, lenders, or financial institutions to support financing arrangements; and (iv) pursuing opportunities in emerging sectors Further, the Company may be required to create charges or mortgage assets to secure obligations undertaken in the course of providing guarantees or securities under Section 186. This resolution, therefore, shall also be deemed to include authority to the Board to create such charge(s), hypothecation, lien, or encumbrance over the Company's assets, both present and future, in favor of lenders or beneficiaries, in connection with any such loans, guarantees, or investments approved under this resolution. This enabling resolution is proposed as a measure of prudence and foresight. It does not imply that the full amount will be utilized immediately. Every such transaction will be evaluated by the Board on its merits, and all investments or financial assistance shall be undertaken only if deemed to be in the best interest of the Company and in compliance with all applicable legal provisions. Accordingly, the Board of Directors recommends the resolution set forth in Item No. 7 of the accompanying Notice for the approval of Members by way of a Special Resolution. None of the Directors or Key Managerial Personnel of the Company, or their relatives, are in any way financially or otherwise concerned or interested in the proposed resolution, except to the extent of their shareholding in the Company, if any.8810433300000088104333000000881043330000008810433300000000000000000000000000000000004765714036851533414.3767684907822455299.96420.03584765714030000004765714030000004765714036851533414.3767684907822455299.96420.03585646757366851533412.1336684907822455299.96420.0358848681730128465181SpecialtrueAPPROVAL FOR MATERIAL RELATED PARTY TRANSACTIONStrueThe Board of Directors proposes to enter into certain related party transactions in the ordinary course of business and on an arm’s length basis. However, based on their potential value, these transactions may be considered ‘material’ under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”). Accordingly, such transactions require prior approval of the shareholders by way of a Special Resolution. As per Regulation 23(1) of the SEBI LODR Regulations, a transaction is deemed material if the value of such transaction(s), either individually or when aggregated with previous transactions during a financial year, exceeds Rs.1,000 crore or 10% of the Company’s annual consolidated turnover (as per the last audited financial statements), whichever is lower. The Company proposes to enter into transactions with related parties, either individually or in aggregate, which may exceed the prescribed materiality thresholds. These transactions include, but are not limited to, Sale(s) /purchase(s) / supply of good(s) /service(s), or Selling/buying/disposing of any kind of property(ies), or Loan(s)/Borrowing(s), or guarantee(s) or securitie(s) , or Inter corporate Deposit(s), or Advance(s), or Investment(s), or Remuneration, or Interest Paid/Received, or Lease/Rent, or Availing/Rendering of any service(s) or any other transactions, whether material or otherwise. These transactions are intended to be undertaken in the ordinary course of business and on an arm’s length basis and on prevailing commercial terms. The Audit Committee and the Board of Directors have reviewed the terms and rationale of the proposed transactions and believe that they are in the best interests of the Company and its stakeholders. In accordance with Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2021/662dated November 22, 2021 is provided herein below: Sr.No Particulars Details 1. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise) Name of Related Party Value of the transaction Thalassa Enterprises Ltd Up to Rs.15 Crores Billmart Fintech Private Ltd Up to Rs.15 Crores Spacenet Tradetech HK Limited Up to Rs.20 Crores String Metaverse Limited Up to Rs.10 Crores Winteg People Solutions Pvt Ltd Up to Rs.5 Crores Spacenet Enterpirses FZCO Up to Rs.25 Crores Fynx Capital Ltd Up to Rs.25 Crores 21 | 15th Annual Report 2024-25 Promoter and Promoter Group Up to Rs.10 Crores 2. Type, material terms and particulars of proposed transaction. 1.Sale /purchase / supply of goods /services or 2.Selling/buying/disposing of any kind of property or 3.Loan/Borrowing or 4.Inter corporate Deposit or 5.Advance or 6.Investment or 7.Remmuneration or 8.Interest Paid/Received or 9.Lease/Rent or 10.Availing/Rendering of any services Approval of the shareholders is being sought for entering into an Arrangement/Agreement for any of above transaction(s) from this AGM to the ensuing AGM 3. Tenure of the proposed transaction The aforementioned proposal, if approved by the Members shall be valid from the 15th AGM until the 16th AGM to be held in the Calendar Year 2026. 4. The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided) Name of Related Partry % of annual consolidated turnover of the Company for FY2024-25 for each related party. Thalassa Enterprises Ltd 9.55 Billmart Fintech Pvt Ltd 9.55 Spacenet Tradetech HK Ltd 12.73 String Metaverse Ltd 6.37 Winteg People Solutions Pvt Ltd 3.18 Spacenet Enterprises FZCO 15.92 Fynx Capital Ltd 15.92 Promoter and Promoter Group 6.37 5. If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: The proposed transaction(s) shall be funded from a combination of sources including internal accruals, operational cash flows, treasury balances, and/or funds raised through external sources such as equity, or any other form of capital raising, except debt or debt instruments as may be deemed appropriate by the Board of Directors at the time of execution, subject to applicable laws and approvals. 6. i)details of the source of funds in connection with the proposed transaction; The proposed transaction(s) shall be funded from a combination of sources including internal accruals, operational cash flows, treasury balances, and/or funds raised through external sources such as equity, or any other form of capital raising, except debt or debt instruments as may be deemed appropriate by the Board of Directors at the time of execution, subject to applicable laws and approvals. 7. ii)where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments, nature of indebtedness; cost of funds; and tenure; Not Applicable. No financial indebtedness is proposed to be incurred specifically for executing these related party transactions at this stage. In the event that such indebtedness is undertaken, the Company shall ensure that the nature, terms, and conditions of such borrowings are in compliance with applicable laws and market practices. 8. iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and Material terms and conditions are based on the contracts which inter alia include the rates based on commercial terms as on the date of entering into the contract(s). 9. iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT Working Capital 10. Justification as to why the RPT is in the interest of the listed entity The proposed Related Party Transactions are aligned with the Company’s long- term business strategy and operational plans. These 22 | 15th Annual Report 2024-25 transactions shall be undertaken in the ordinary course of business and on arm’s length basis, ensuring fairness and regulatory compliance. Entering into such arrangements with related entities enables the Company to maintain continuity of critical business functions, leverage existing synergies within the group, and ensure stability in commercial relationships. These transactions are intended to facilitate smooth execution of operations, efficient resource allocation, and sustained value creation, all of which are in the best interests of the Company and its stakeholders. 11. Any valuation or other external report relied upon by the listed entity in relation to the transactions The proposed Related Party Transactions will be undertaken on an arm’s length basis and shall be in the ordinary course of business. The commercial terms governing such transactions shall be determined as on the date of entering into the respective agreements, taking into account prevailing market conditions and industry benchmarks. Where applicable, appropriate benchmarking studies or transfer pricing reports shall be obtained to validate the fairness and reasonableness of the pricing and terms. This approach ensures that the transactions are compliant with regulatory requirements and aligned with standard commercial practices. 12. Any other information that may be relevant All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. The Independent Directors have reviewed the proposed transactions and confirmed that they are in the interest of the Company and not prejudicial to the interest of minority shareholders. The Audit Committee has approved the same after being satisfied with the necessity, fairness, and reasonableness of the terms. These transactions are comparable to those entered with unrelated parties and do not adversely affect the interests of shareholders. The approval, once granted, shall remain valid until the conclusion of the next AGM or 15 months from the date of passing this resolution, whichever is earlier. The Board recommends passing this item as a Special Resolution. Except for the Directors, KMPs, and their relatives who may be interested to the extent of their shareholding or relationship with the related party (ies), none of the other Directors or KMPs are concerned or interested, financially or otherwise, in the resolution.8810433300000088104333000000881043330000008810433300000000000000000000000000000000004765714036851533414.3767684927672256799.96710.03294765714030000004765714030000004765714036851533414.3767684927672256799.96710.03295646757366851533412.1336684927672256799.96710.0329848681730128465181SpecialfalseAlteration of the Object Clause of the Memorandum of Association of the CompanytrueYour Board has to consider from time to time proposals for diversification into areas which would be profitable for the Company as part of diversification Plans. For this purpose, the Objects Clause of the Memorandum of Association of the Company (‘MOA’) is required to be comprehensive so as to cover a wide range of activities to enable your Company to consider embarking upon new projects and activities. The alteration in the Objects Clause of the MOA as set out in the Resolution is to facilitate diversification. This will enable the Company to enlarge its area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company. The “Main Object” clause of the MOA of the Company is being amended by inserting after Sub Clause no. 05 of Clause new sub clauses from 06 to 18. The Board at its meeting held on 30th May 2025 and 12th August, 2025 has approved alteration of the MOA of the Company and the Board now seek Members' approval for the same. The draft copy of the Memorandum of Association of the Company with the proposed alteration is available for inspection at the registered office of the Company on any working day during Business Hours till the date of AGM and at the website of the Company at https://www.spacenetent.com/AGM2025.html. The Amendment shall be effective upon the registration of the resolution with the Registrar of the Companies. The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013. None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed resolution. The Board recommends the Special Resolution set forth in Item No. 09 of the Notice for approval of the Members.881043338486817396.326984868173010008810433300000088104333000000881043338486817396.32698486817301000000000000000000000000000000047657140319697851641.33241969615281698899.99140.008647657140300000047657140300000047657140319697851641.33241969615281698899.99140.008656467573628184668949.9132818297011698899.9940.006000