==> picture [123 x 31] intentionally omitted <==

Date: September 08, 2021

To, To, The Secretary, The Manager, Listing Department Listing Department, BSE Limited National Stock Exchange of India Limited P.J Towers, Dalal Street, Fort, Exchange Plaza. 5[th] Floor, Plot No. C/1, G Mumbai - 400 001 Block Bandra-Kurla Complex, Bandra (E), Mumbai-400051, Maharashtra. Scrip Code: 531723 / 570005 Symbol: STAMPEDE / SCAPDVR

Dear Sir / Madam,

Subject: Annual Report of the Company, Notice convening 26[th] Annual General Meeting (“AGM”) for the Financial Year 2020-21 and Intimation of cut-off Date along with Book Closure:

Pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed Annual Report of the Company for the Financial Year 2020-21 including Notice convening the 26[th] Annual General Meeting (‘26[th ] AGM’).

In compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, the Annual Report of the Company for the financial year 2020-21 including Notice convening the 26[th] AGM has been sent to all the Members of the Company whose email addresses are registered with the Company or Depository Participant(s).

We wish to bring to your kind notice the schedule of the 26[th] AGM of the Company for the financial year 2020-21 as under:

Particulars	Details
Date of 26th AGM	September 30, 2021
Day of 26th AGM	Thursday
Time of 26th AGM	03.00 P.M.
Mode	Video Conferencing / Other Audio-visual Means
Participation through video - conferencing	As provided in Notice of 26thAGM
Cut-off date for e-voting	23.09.2021
E-Voting start date and time	26.09.2021 at 09.00 A.M.
E-Voting end date and time	29.09.2021 at 05.00 P.M.

Registered Office: KURA Towers, 10[th ] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India CIN: L67120TG1995PLC020170

==> picture [123 x 31] intentionally omitted <==

Intimation of Cut off Date and Book Closure:

Type of Security	Book Closure (Both Days Inclusive)	Book Closure (Both Days Inclusive)	Cut-off Date	Purpose
Equity Shares with Normal Voting Rights	24.09.2021	30.09.2021	23.09.2021	26thAGM
Equity Shares with Differential Voting Rights	24.09.2021	30.09.2021	23.09.2021	26thAGM

The Annual Report including Notice of AGM for the Financial Year 2020-21 is also being made available on the website of the Company at:

https://www.stampedecap.com/files/downloads/annualReports/637667096361253945_Sta - mpede_Annual_Report_2020 21.pdf /

https://www.stampedecap.com/static/investor-annual-report.aspx

We request you to take the above on your record.

Thanking You, Yours faithfully

For and on Behalf of STAMPEDE CAPITAL LIMITED

Abhish Digitally signed by Abhishek Jain Date: 2021.09.08 ek Jain 23:35:51 +05'30'

Abhishek Jain

Company Secretary & Compliance Officer

M. No.: A62027

Date : September 08, 2021 Place : Hyderabad

Registered Office: KURA Towers, 10[th ] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India CIN: L67120TG1995PLC020170

==> picture [123 x 31] intentionally omitted <==

INVITATION TO ATTEND 26[TH] ANNUALGENERALMEETING SCHEDULED TO BE HELD ON THURSDAY, SEPTEMBER 30, 2021

Respected Members,

You are cordially invited to attend the 26th Twenty-Sixth Annual General Meeting (‘26th AGM’) of the Company to be held on Thursday, September 30, 2021 at 03.00 PM IST through video conferencing. The notice convening 26[th] AGM is attached herewith.

In order to enable of participation of the Members, we are providing below the key details regarding the meeting for your reference:

SR.NO.	PARTICULARS	DETAILS
1.	Link for live webcast of the Annual General Meeting and for participation through Video Conferencing (VC)	www.evotingindia.com
2.	Link for remote e-voting	www.evotingindia.com
3.	Username and password for VC	Members may attend the Annual General Meeting through VC by accessing the link www.evotingindia.comby using the remote e- voting credentials. Please refer the instructions at Point No. 23 of this Notice for further information.
4.	Helpline number for VC participation and e-voting	Contact CDSL Officials by writing an write an email [email protected] or call 022-23058738 and 22-23058542-43.
5.	Cut-off date for e-voting	Thursday, September 23, 2021
6.	Time period for remote e-voting	Commences at 9 A.M IST on Sunday, September 26, 2021 and ends at 5 P.M IST on Wednesday, September 29, 2021
7.	Book closure dates	Friday, September 24, 2021 to Wednesday, September 29, 2021 (both days inclusive)
8.	Registrar and Share Transfer Agent (RTA) details	Venture Capital and Corporate Investments Private Limited 12-10-167, Bharat Nagar, 500018, Telangana. Phone: +91 040 23818476/23868023 Email:[email protected]

Registered Office: KURA Towers, 10[th ] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India CIN: L67120TG1995PLC020170

==> picture [123 x 31] intentionally omitted <==

Stampede Capital limited Contact 9. details

Email Id: [email protected] Tel No: 040-69086900/84

Thanking You, Yours faithfully

For and on Behalf of STAMPEDE CAPITAL LIMITED

Abhishe Digitally signed by Abhishek Jain k Jain Date: 2021.09.08 23:36:50 +05'30' _____ Abhishek Jain

Company Secretary & Compliance Officer

M. No.: A62027

Date : September 08, 2021

Place : Hyderabad

Registered Office: KURA Towers, 10[th ] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India CIN: L67120TG1995PLC020170

Page 1 of 153

==> picture [607 x 455] intentionally omitted <==

Page 2 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

CORPORATE INFORMATION

BOARD OF DIRECTORS AND KEY MANEGERIAL PERSONNEL

NAME OF DIRECTORS	CURRENT DESIGNATION	PARTICULARS OF APPOINTMENT AND CESSATION	PARTICULARS OF CHANGE IN DESIGNATION
Mr. Anil Thakur	Independent Director & Chairperson	Appointed on November 12, 2020	Designated as Chairperson on November 25, 2020
Mr. Jonna Venkata Tirupati Rao	Managing Director	Appointed on November 27, 2020	N.A
Mr. Srinivas Maya	Whole Time Director	Appointed on January 24, 2020 as Non-Executive Director	Elevated as Whole Time Director on November 13, 2020
Mr. Parameshwar Botla	Independent Director	Appointed on November 12, 2020	NA
Mr. Naveen Parashar	Non- Executive Director	Appointed on November 13, 2020	Elevated as Executive Director onJune 29, 2021
Mrs. Shaik Haseena	Non- Executive Director	Appointed on November 13, 2020	NA
Mr. Renduchintala Sri Naga Satya Venkata Jagannadha Prasad	CFO	Appointed on November 13, 2020	NA
Mr. Abhishek Jain	Company Secretary & Compliance Officer	Appointed on June 16, 2020	NA
Mr. Sudheer Vegi	Executive Director	Ceased on November 12, 2020	NA
Mr. Vishnuvardhan ReddyGuntaka	Executive Director	Ceased on July 16, 2020	NA
Mr. Chukka Siva Satya Srinivas	Independent Director	Ceased on November 11, 2020	NA
Mr. Satya Srikanth Karaturi	Independent Director	Ceased on November 12, 2020	NA
Mr. Venkata KrishnayyaNekkanti	Independent Director	Ceased on November 11, 2020	NA
Mrs. Chukka Lakshmi	Independent Director	Ceased on November 11, 2020	NA
Mr. Prathipati Parthasarathi	CFO	Ceased on November 11, 2020	NA

NA: Not Applicable

Page 3 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Sr. No.	Item	Page No
1.	Notice of 26thAnnual General Meeting (AGM)	06 to 28
2.	Directors’ Report	29 to 46
	Annexure– AInformation required under Section 134 (3) (m) of Companies Act, 2013	47 to 48
	Annexure– BAOC – 2	49 to 50
	Annexure– CSecretarial Audit Report – Form MR 3	51 to 57
	Annexure– DSecretarial Annual Compliance Report	58 to 61
	Annexure– ECorporate Governance Report	62 to 106
	Annexure– FManagement Discussion and Analysis Report	107 to 114
	ANNEXURE– GParticulars of Employees	115 to 119
3.	Auditor’s Report for the Financial Year 2020-21	119 to 128
4.	Audited Financial Statements for the Financial Year 2020-21	129 to 152

Page 4 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

TO SHAREHOLDERS

Respected Shareholders,

On my behalf and on behalf of the Board of Directors, I welcome you all to this 26[th] Annual General Meeting of Company.

I feel honored and privileged once again to present you with the Annual Report for the F.Y. 2020-21. It gives me an opportunity to share my thoughts and the Company’s progress during the year as well as the way forward. The financial year 2020-21 also was full of challenges and crucial commitments.

It will not be out of place at this juncture to say that your Company’s ability deliver growth and sustain business gradually. The momentum is attributable to its ability to remain relevant to its esteemed customer’s changing choice, preference and need.

I would like to take this opportunity on behalf of the Board of Directors and its leadership team to thank each shareholder, Banks for their continued co-operation, support and commitment to the Company.

Success is working together and not a destination; it is with this hope and faith I look forward to your continuous confidence in your Company embarking on the next phase of its growth journey.

With Best Wishes, Sincerely

Sd/Anil Thakur Chairman

Page 5 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

NOTICE OF 26[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty-Sixth Annual General Meeting (AGM) of the Members of Stampede Capital Limited ('the Company') will be held on Thursday, on 30[th ] Day of September, 2021 at 03.00 P.M. through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) at deemed venue at KURA Towers, 10[th] Floor, D. No.1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad500016,Telangana, India. to transact the following businesses:

ORDINARY BUSINESS:

ITEM NO. 1. TO REVIEW, CONSIDER AND ADOPT STANDALONE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021.

ITEM NO. 2. TO APPOINT A DIRECTOR IN PLACE OF MR. SRINIVAS MAYA WHO RETIRES BY ROTATION AND IS ELIGIBLE FOR RE-APPOINTMENT ON SAME TERMS AND CONDITION.

SPECIAL BUSINESSES:

ITEM NO. 3. TO APPOINT STATUTORY AUDITORS TO FILL THE CASUAL VACANCY:

To consider and, if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification (s), clarifications, exemptions or reenactments thereof for the time being inforce) and on the basis of recommendation of Audit Committee and Board of Directors, M/s. Gorantla & Co., Chartered Accountants, be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Navitha and Associates, Chartered Accountants (FRN: 005120S).

RESOLVED FURTHER THAT M/s. Gorantla & Co., Chartered Accountants, be and is hereby appointed as Statutory Auditors of the Company to hold the office from August 13, 2021 until the conclusion of this (26[th] ) Annual General Meeting of the Company, at such terms and conditions and remuneration as may be mutually decided by the Board Directors of the Company and the Statutory Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.”

Page 6 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ITEM NO. 4. TO APPOINT STATUTORY AUDITORS AND TO THEIR REMUNERATION:

To consider and, if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification (s), clarifications, exemptions or reenactments thereof for the time being inforce) and on the basis of recommendation of Audit Committee and Board of Directors ,M/s. Gorantla & Co., Chartered Accountants be and is hereby appointed as Statutory Auditors of the Company to hold an office for a period of 5 consecutive years from the conclusion of this 26[th] Annual General Meeting till the conclusion of 31[st] Annual General Meeting to be held in Financial Year 202627at such terms and conditions and remuneration as may be mutually decided by the Board Directors of the Company and the Statutory Auditors.

ITEM NO. 5. TO APPROVE CHANGE IN DESIGNATION OF MR. NAVEEN PARASHAR, NONEXECUTIVE DIRECTOR OF THE COMPANY FROM NON-EXECUTIVE DIRECTOR TO EXECUTIVE DIRECTOR OF THE COMPANY:

To consider and, if thought fit, to pass, the following resolution as SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 152, 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and subject to such approvals, consents or permissions as may be required and in terms with the enabling provisions of the Articles of Association of the Company and on the basis of recommendation of Audit Committee, Nomination and Remuneration Committee and Board of Directors of Company, the consent of the members of the Company be and is hereby accorded to elevate Mr. Naveen Parashar from Non-Executive Director to Executive Director of the Company, liable to retire by rotation on such terms and conditions of the said appointment and / or remuneration as it may deem fit and as may be accepted to Mr. Naveen Parashar, subject to compliance of Schedule V of Companies Act, 2013 or any statutory modifications or re-enactment thereof.

The main terms and conditions relating to the appointment and remuneration of Mr. Naveen Parashar as an Executive Director are as follows:

1. Tenure of Employment: 3 Years with effect from June 29, 2021 subject to approval of members in ensuing General Meeting.

Page 7 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

2. Effective Date of Appointment: June 29, 2021

3. Nature of Duties: The Executive Director shall perform such duties as may be entrusted to him by the Board from time to time.

4. Remuneration : He shall be entitled to remuneration as specified in compliance Section 197 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013.

A. Basic Salary:

Rs. 7,00,000/- Per Month to a maximum of Rs. 10,00,000 /- Per Month, with authority to the Board or a Committee there of to fix his Basic Salary within the said Maximum amount provided that annual increment shall be decided by the Board based on the recommendations of the Nomination and Remuneration Committee ( ‘NRC’ ). The recommendation of NRC will be based on Company performance and individual performance.

B. Benefits, perquisites and allowances:

Benefits, Perquisites and Allowances as may be determined by the Board from time to time over and above the Basic Salary within the Limits allowed under the Companies Act, 2013 read with Schedule V of the said Act.

C. Minimum Remuneration:

Notwithstanding anything to the contrary here in contained where in any Financial Year during the currency of the tenure of the Executive Director, if the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Basic Salary, Benefits, Perquisites, Allowances and Incentive Remuneration as specified above in compliance with Schedule V allowed under the Companies Act, 2013.

RESOLVED FURTHER THAT the office of Mr. Naveen Parashar as Executive Director shall be liable to retire by rotation under the provisions of the Companies Act, 2013 at any Annual General Meeting and if re-appointed as a Director at the same meeting, he shall not, by reason only of such vacation, cease to be an Executive Director

RESOLVED FURTHER THAT the remuneration payable to Mr. Naveen Parashar (DIN: 08399097), shall not exceed the overall ceiling limit of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 and in the event of absence or inadequacy of profits in any financial year, during the currency of the tenure of Mr. Naveen Parashar (DIN” 08399097) as the Executive Director, the remuneration and other benefits shall be paid to him in accordance with and subject to the provisions of Section II of Part II of Schedule V to the Companies Act, 2013. The Company pays Mr. Naveen Parashar, remuneration by way of salary, perquisites and allowances as Minimum Remuneration.

Page 8 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of the appointment and / or remuneration as may be agreed between the Board of Directors and Mr. Naveen Parashar and/or in such manner and to such extent as may be permitted or authorized in accordance with the provisions under the Act for the time being in force, subject to the same in compliance with Schedule V of the Companies Act, 2013.”

ITEM NO. 6. TO APPROVE REMUNERATION TO MRS. SHAIK HASEENA SUBJECT TO APPROVAL OF MEMBERS OF THE COMPANY:

To consider and, if thought fit, to pass, the following resolution as SPECIAL RESOLUTION

“RESOLVED THAT pursuant to Sections 149, 197, 198 and other applicable provisions of the Companies Act, 2013 (“the Act”), the underlying rules (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and subject to such regulatory approvals as may be required and subject to availability of net profits at the end of each financial year and subject to the total remuneration payable to Directors who are neither Managing Directors nor Whole-time Directors not exceeding in the aggregate 1% (one percent) of the net profits of the Company computed in the manner stipulated in Section 198 of the Act and on the basis of recommendation of Nomination and Remuneration Committee, Audit Committee and Board of Directors of the Company, consent of the Members be and is hereby accorded to pay compensation in the form of profit related commission (exclusive of applicable taxes if any) to Mrs. Shaik Haseena, non-executive director of the Company commencing from the Financial Year 2021-22 till 2023-24 (3 Years).

RESOLVED FURTHER THAT the above payment of commission is in addition to sitting fees and reimbursement of expenses for attending the meetings of the Board of Directors and/or other meetings being paid to the non-executive Directors.

RESOLVED FURTHER THAT subject to such approvals, consents and permission as may be required, in the event of loss or inadequacy of net profits in any financial year, the Company pays Mrs. Shaik Haseena , remuneration by way of profit related commission in compliance with Schedule V of Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the terms and conditions of the appointment and / or remuneration as may be agreed between the Board of Directors and Mrs. Shaik Haseena and/or in such manner and to such extent as may be permitted or authorized in accordance with the provisions under the Act for the time being in force, subject to the same not exceeding the limits specified in Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company(including its Committee thereof) and / or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in

Page 9 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

connection with or incidental to give effect to the aforesaid resolution.”

ITEM NO. 7. TO APPROVE INCREASE IN BORROWING POWERS OF THE BOARD OF DIRECTORS UNDER SECTION 180(1)(C) AND 180(1)(A) OF THE COMPANIES, ACT, 2013:

To consider and, if thought fit, to pass, the following resolution as SPECIAL RESOLUTION

“RESOLVED THAT in supersession of all the earlier resolutions passed in this regard and subject to the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re‐enactments thereof, the consent of the members of the Company be and is hereby accorded to borrow money, as and when required, from, including without limitation, any Bank and / or other Financial Institution and / or foreign lender and / or any-body corporate/ entity / entities and / or authority / authorities, either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board of Directors for an aggregate amount not exceeding a sum of Rs. 100 crores (Rupees Hundred Crores only), notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid‐up share capital of the Company and its free reserves but shall not exceed the limit prescribed hereunder.

RESOLVED FURTHER THAT in supersession of all the earlier resolutions passed in this regard and subject to Section 180 (1) (a) and other applicable provisions if any, of the Companies Act, 2013 and relevant rules made thereto including any statutory modifications or re‐enactments thereof, the consent of the members of the Company be and is hereby accorded to pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any movable or immovable properties of the Company and the whole of the undertaking of the Company to or in favor of banks, financial institutions, investors and any other lenders to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect of such borrowings provided that the aggregate indebtedness secured by the assets of the Company does not exceed a sum of Rs. 100 crores (Rupees Hundred Crores only) at any time.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and /or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.”

ITEM NO. 08. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS:

To consider and, if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION :

Page 10 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and with Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR) (including any statutory modification thereof for the time being in force and as may be enacted from time to time) and on the basis of recommendations of the Audit Committee and Board of Directors, the consent of the members of the company be and is hereby accorded to following material related party transactions commencing from the Financial Year 202122 till 2026-27as per the details set out herewith.

SR. NO	RELATED PARTY	RELATIONSHIP REFERENCE	NATURE OF TRANSACTIO N	DETAILS OF TRANSAC TIONS	LIMIT TO BE APPROVE D (RS.)
1.	GAYI ADI Holdings Private Limited (Earlier known as GAYI ADI Management and Trends Private Limited)	Common Directors	Business Advance and Provision or availing of Services	Intercorpo rate Loan given and taken and Provision or availing of any kind of Services	100 Crore Per Annum Per Company (Entity)
2.	G.S.V. Securities Private Limited	Common Members holding more than 2 % of Paid-up Share capital of the Company
3.	Haseena Apparel (OPC) Private Limited	Common Director
4.	JVTR Consultants (OPC) Private Limited	Common Director
5.	GAYI ADI Enterprise Limited	Common Directors
6.	GAYI ADI Capital Management Private Limited (Earlier known as GAYI ADI Hatcheries Private Limited)	Common Directors

Page 11 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

connection with or incidental to give effect to the aforesaid resolution.”

ITEM NO. 09. TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY:

To consider and, if thought fit, to pass, the following as an ORDINARY RESOLUTION:

RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification (s) and reenactment (s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company FROM the present Rs. 34,00,00,000/- (Rupees Thirty-Four Crores Only) divided into 27,00,00,000 (Twenty-Seven Crores only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 7,00,00,000 (Rupees Seven crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each TO Rs. 100,00,00,000 /- (Rupees Hundred Crores only) divided into divided into 88,00,00,000 (Eighty-Eight Crore only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 12,00,00,000 (Rupees Twelve Crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each.

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

The Authorized Share Capital of the company is Rs. 100,00,00,000 /- (Rupees Hundred Crores only) divided into divided into 88,00,00,000 (Eighty-Eight Crore only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 12,00,00,000 (Rupees Twelve Crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each, with power to increase or reduce the capital and to divide shares in capital for the time being, into several classes and to attach thereto respectively, such preferential, differed, qualified or special rights (Weather relating to differential rights of dividends, voting or otherwise), privileges or conditions as may be determined by the Company.

Registered Office

KURA Towers, 10[th] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

Place : Hyderabad Date : August 13, 2021

By order of the Board For Stampede Capital Limited

Sd/-

Abhishek Jain Company Secretary M. No.: A62027

Page 12 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

NOTES:

1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) has vide circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020 and 13[th] January, 2021 (‘MCA Circulars’) and Securities and Exchange Board of India has vide its circular dated May, 12 2020 and January 15, 2021 (‘SEBI Circulars’) permitted holding of the Annual General Meeting (‘AGM’) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), without the physical presence of the Members at a common venue and also sending of Notice to persons entitled as per Section 101 of Companies Act, 2013 in way as prescribed thereunder in MCA Circulars and SEBI Circulars.

In compliance with the provisions of the Act read with MCA Circularsand SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the AGM of the Company will be held through VC/OAVM. The deemed venue for the Twenty-Sixth AGM shall be the Registered Office of the Company i.e., KURA Towers, 10[th] Floor, D. No.1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

2. For the purpose of recording the proceedings, the AGM will be deemed to be held at the registered office of the Company. Keeping in view the guidelines to fight COVID-19 pandemic, the Members are requested to attend the AGM from their respective locations by VC / OAVM and do not visit the registered office to attend the AGM.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, Institutional investors, who are members of the Company may appoint a representative as per applicable provisions of the Companies Act, 2013 to attend and | or vote.

4. Institutional investors, who are members of the Company, are encouraged to attend the 26[th] AGM of the Company through VC/ OAVM mode and vote electronically. Corporate members are required to send a scanned copy (PDF/JPG Format) of the Board Resolution/ Power of Attorney authorizing its representatives to attend and vote at the AGM through VC / OAVM on its behalf pursuant to Section 113 of the Act. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered Email address to [email protected] with a copy marked to [email protected].

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. A statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’) setting out the material facts concerning each item of special business set out in the Notice is annexed hereto.

Page 13 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

7. Details under regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard II issued by Institute of Company Secretary of India and Schedule V of Companies Act, 2013 in respect of the Directors seeking appointment / reappointment at the Annual General Meeting, forms integral part of the notice.

8. Details under regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the appointment of Auditor forms integral part of the notice.

9. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. The detailed instructions for joining the Meeting through VC/OAVM form part of the Notes to this Notice.

10. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars, the Company is providing facility of remote E-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Ltd (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by CDSL

12. In line with the MCA Circulars, the Notice calling the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose E-mail addresses are registered with the Company/Depositories and has been uploaded on the website of the Company at www.stampedecap.com The Notice can also be accessed from the websites of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com. Printed copy of the Annual Report (including the Notice) is not being sent to the Members in view of the MCA Circulars and SEBI Circulars.

13. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered E-mail address mentioning their names, DP ID and Client ID / folio number, PAN and mobile number at [email protected] between Friday, 17[th] September, 2021 (09.00 a.m. IST) to Wednesday, September 22, 2021 (5.00 p.m. IST). Only those Members who have pre-registered themselves as speakers will be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Page 14 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

14. The electronic copies of all documents which are referred to in this Notice but not attached to it will be made available for inspection. For inspection, the Members are requested to send a request through an e-mail on [email protected] in with Depository participant ID and Client ID or Folio number.

15. Electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding, maintained under the Companies Act, 2013, will be available for inspection by the Members on request by sending an E-mail on [email protected] in with Depository participant ID and Client ID or Folio number.

16. The Members desiring any information relating to the accounts or have any questions, are requested to write to the Company on [email protected] at least Ten days before the date of the Annual General Meeting (AGM) so as to enable the Management to keep the information ready and provide it at the AGM. Provided that the information to be provided shall be within four corners of the law and shall be provided that is permissible under law.

17. In terms of Section 72 of the Act, nomination facility is available to individual Members holding shares in the physical mode. The Members, who are desirous of availing this facility, may kindly write to Company’s R & T Agent for nomination form by quoting their folio number.

18. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

19. Pursuant to the provisions of the Act, a Member is entitled to attend and vote at the AGM is entitled to appoint proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since, this AGM is being held through VC/OAVM, the physical attendance has been dispensed with. Accordingly, the facility for appointment of proxies by the members to attend and cast vote is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

20. The Company’s Registrar & Transfer Agent for its share registry (both, physical as well as electronic) is Venture Capital and Corporate Investment Private Limited (‘R&TA’) having its office at 12-10-167, Bharatnagar, Hyderabad-500018 ( Unit: Stampede Capital Limited).

21. Process for those members whose Email IDS are not registered: The Members who have not registered their E-mail addresses are requested to register them with the Company to receive e- communication from the Company. For registering E-mail Address, the Members are requested follow the below steps:

Page 15 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

A. Members holding shares in Physical Mode are requested to provide name, folio number, mobile number, e-mail address, scanned copies of share certificate(s) (both sides), selfattested PAN and Aadhar Card through E-mail on [email protected].
B. Members holding shares in Dematerialized Mode are requested to provide name, Depository participant ID and Client ID, mobile number, E-mail address, scanned copies of self-attested client master or Consolidated Account statement through E-mail on [email protected].

22. Voting through electronic means

 How do I vote electronically using CDSL e-Voting system?

a. Step 1: The shareholders should log on to the e-voting website www.evotingindia.com
b. Step 2: Click on Shareholders
c. Step 3: Now Enter your User ID
For CDSL: 16 digits beneficiary ID
For NSDL: 8 Character DP ID followed by 8 Digits Client ID
Members holding shares in Physical Form should enter Folio Number registered with the Company
d. Step 4: Next enter the Image Verification as displayed and Click on Login

e. Step 5A:For Members Already Registered with CDSL

The Members who are already registered with CDSL and have exercised e-voting through www.evotingindia.com earlier may follow the steps given below

Use the existing password

OR

f. Step 5B:For those Members who are not Registered with CDSL:
The Members (holding shares in Demat | physical form) who are not already registered with CDSL and are using the e-voting facility for the first time may follow the steps given below:
i. Register as under:
- The Members who have already submitted their Permanent Account Number (PAN) to the Company | DP may enter their 10-digit alpha-numeric PAN issued by the Income Tax department. Others are requested to use the sequence number in the PAN Field. The sequence number is mentioned in the e-communication
- Enter Date of Birth (DOB) as recorded in Demat account or in records of the Company for the said Demat account or folio in DD | MM | YYYY format. OR
- Enter the Dividend Bank Details (DBD) as recorded in Demat account or in records of the Company for the said Demat account or folio. OR

Page 16 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

If the Dob or DBD details are not recorded with the DP or the Company, enter the Member ID | folio number in the DBD field as under:

User ID for the Members holding shares in Demat form with CDSL	16 digits beneficiary ID
User ID for the Members holding shares in Demat form with NSDL	8 Character DP ID followed by 8 Digits Client ID
User ID for the Members holding shares inphysical form	the folio number of the shares held in the Company

ii. After entering these details appropriately, click on ‘Submit’.
iii. The Members holding shares in physical form will reach the Company selection screen. However, the Members holding shares in Demat form will reach ‘Password creation’ menu and will have to enter login password in the ’new password’ field. It is strongly recommended not to share the password with any other person and take utmost care to keep it confidential.
iv. The Members holding shares in physical form can use login details only for e- voting on the resolutions contained in this Notice.

g. Step 6: How to Vote:

Click on the Electronic Voting Serial Number of Stampede Capital Limited to vote (EVSN of Equity Shares with Normal Voting Rights and EVSN of Equity of Equity Shares with Differential Voting Rights). ( Equity: 210908005 ) and ( DVR: 210908006 ) of Stampede Capital Limited to vote
‘Resolution description’ appears on the voting page with ‘Yes | No’ options for voting. Select the option ‘Yes’ or ‘No’ as desired. The option ‘Yes’ implies assent and option ‘No’ implies dissent to the resolution.
Click on the ‘Resolutions file link’ to view the details.
After selecting the resolution, click on ‘Submit’ tab. A confirmation box will be displayed. To confirm vote, click on ‘Ok’ else click on ‘Cancel’
After voting on a resolution, the Members will not be allowed to modify their vote.
A print of the voting done may be taken by clicking on ‘Click here to print’ tab on the voting page.
In case the Members holding shares in Demat form forget their password, they can enter the User ID and the image verification details and click on ‘Forgot password’ to generate a new one.
General Instruction 1: Incompliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, the Company is please do provide its

Page 17 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

members, as on the cut-off date being Thursday, September 23, 2021 the facility to exercise the right to vote by electronic means on any or all of the businesses specified in the Notice, at the 26[th ] Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by CDSL.

General Instruction 2: The remote E-voting period commences on Sunday, September 26, 2021 at 9:00 am and ends on Wednesday, September 29, 2021 at 5:00 P.M. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Thursday, September 23, 2021 may cast their vote by remote e-voting. The remote E-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
General Instruction 3: The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes thereat again.
General Instruction 4: A person who is not a member as on cut-off date should treat this Notice for information purpose only.
General Instruction 5: The Members can also use mobile application ‘m-Voting’ of CDSL for e- voting using their e-voting credentials.
General Instruction 6: For the non-individual Members and the Custodians:
- Non-individual Members (that is, other than individuals, Hindu Undivided Family, NonResident Individual) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporate.
- A scanned copy of the registration form bearing the stamp and sign of the entity will be e-mailed to [email protected].
- After receiving the login details, a Compliance user will be created using the admin login and password. The Compliance user will be able to link the account(s) for which they wish to vote on.
- The list of accounts will be e-mailed to [email protected] and on approval of the accounts, votes can be cast.
- A scanned copy of the Board Resolution and Power of Attorney issued in favor of the Custodian, if any, will have to be uploaded in portable document format in the system for verification by the Scrutinizer.

23. The instructions for e-voting during the AGM are as under:

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise

Page 18 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

not barred from doing so, shall be eligible to vote through e-Voting system available in the AGM

If any Votes are casted by the members through the e-voting available during the AGM and if the same members have not participated in the meeting through VC/OAVM facility, then the votes casted by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members participating in the meeting
Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

Registered Office

KURA Towers, 10[th] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

Place : Hyderabad Date : August 13, 2021

By order of the Board For Stampede Capital Limited Sd/-

Abhishek Jain Company Secretary M. No.: A62027

Page 19 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3 AND ITEM. 4.

M/s Navitha and Associates, Chartered Accountants (FRN: 005120S) vide their letter dated August 13, 2021 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139 (8) of Companies Act, 2013.

The Board of Directors at its meeting held on August 13, 2021on the basis of recommendation of Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Gorantla & Co., Chartered Accountants, to hold office as the Statutory Auditors of the Company till the conclusion of 26[th] AGM and to fill the casual vacancy caused by the resignation of M/s Navitha and Associates, Chartered Accountants ( FRN: 005120S) subject to the approval by the members in ensuring Meeting of the Company, at such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.

Further, pursuant to recommendation of Audit Committee, Board of Directors also approved appointment of M/s. Gorantla & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for a period of five consecutive years, from the conclusion of the Twenty Sixth (26[th] ) AGM, till the conclusion of the Thirty First (31[st] ) AGM to be held in year 2026-27. Accordingly, your Board of Directors also recommend passing of resolution for appointment of M/s. Gorantla & Co., Chartered Accountants, for a period of 5 consecutive years.

The Company has also received consent and eligibility certificate from M/s. Gorantla & Co., Chartered Accountants to act as Statutory Auditor of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out in Item No. 4 and Item No 5.

None of the Directors of the Company and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the aforesaid Resolutions except to the extent of their shareholding in the Company, if any.

Brief Details of Statutory Auditor being appointed pursuant to Regulation 36 (5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Name of the Statutory Auditor	M/s. Gorantla & Co., Chartered Accountants
Reason for Change of Appointment	Appointments to fill the Casual Vacancy caused on account of resignation of M/s. Navitha and Associates, Chartered Accountants as Statutory Auditors of the Companywith effect from August 13, 2021.
Date of Appointment in Board	August 13, 2021

Page 20 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Meeting
Address of the Statutory Auditor	H. No. 6-3-664, Flat No.101, Block-B, Prestige Rai Towers, Opp. NIMS, Punjagutta, Hyderabad-500082, Telangana, India.
Membership Number	222450
Proposed fees payable to the Statutory Auditor	Rs. 1,50,000 Per Annum (Proposed)
Material Change in Proposed Fees payable toM/s. Gorantla & Co., in comparison with M/s. Navitha and Associates, Outgoing Auditor	Fees Agreed with Gorantla & Co: 1,50,000 Fees Paid to Navitha and Associates: 1,15,000
Rationale for difference of Fees as per above	The proposed fees are be based on knowledge, expertise, industry experience, time and efforts required to be put in by them, which is in line with the industry benchmarks. The fees for services in the nature of limited review, statutory certifications and other professional work will be in addition to the audit fee as above and will be determined by the Board in consultation with the Auditors and as per the recommendations of the Audit Committee.
Brief profile of Statutory Auditor	M/s. Gorantla & Co., Chartered Accountants was established in the Year 2002. Its Head Office is in Hyderabad. The Firm has 4 (four) Partners. M/s. Gorantla & Co., Chartered Accountants is providing various professional services in the field of Tax Consultancy, Corporate Law Compliance, Auditing & Assurance, Finance & Accounts Outsourcing, Mergers & Acquisitions And IPO/Private Placements and other services.

ITEM NO. 5.

The members of the Company are informed that Mr. Naveen Parashar who was appointed as NonExecutive Director in Board held on November 13, 2020 which was subsequently approved by members of the Company in AGM held on December 29, 2020 has shared his willingness to be the Executive Director of the Company.

After considering vast experience of Mr. Naveen Parashar in operational aspects of the company, it is proposed by the Board of Directors to avail the expertise of Mr. Naveen Parashar on regular basis on such terms and conditions as mentioned in afore-said resolution.

Page 21 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The appointment of Mr. Naveen Parashar as such shall take effect from the date of Board Meeting held on June 29, 2021 and requires the approval of the Shareholders of the company by way Special Resolution passed in this Annual General Meeting as per provisions of section 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013.

Based on the recommendation of the Nomination & Remuneration Committee & the Board of Director, the matter is being recommended to the shareholders for their approval by way of Special Resolution for change in designation of Mr. Naveen Parashar from Non-Executive Director to Executive Director.

Except Mr. Naveen Parashar, none of the Directors of the Company and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the aforesaid Resolutions except to the extent of their shareholding in the Company, if any.

ITEM NO. 6.

The members of the Company are informed that Mrs. Shaik Haseena was appointed as Non-Executive Non-Independent Director of the Company in Board Meeting held on November 13, 2021 which was subsequently approved by members of the Company in AGM held on December 29, 2021.

The members of the Company are informed that that considering the contribution of Mrs. Shaik Haseena and the progress made by the Company in segment allocated to her and as per the recommendation of Nomination and Remuneration Committee, Audit Committee and Board of Directors, it is proposed to remunerate Mrs. Shaik Haseena which shall be subject to approval of members in this Annual General Meeting.

Further, Public companies can now remunerate their non-executive directors, including independent directors, even if they are making losses or have inadequate profits with the Ministry of Corporate Affairs (MCA) specifying the maximum yearly remuneration that could be paid to them by such companies. Under the latest MCA move, the annual limit of remuneration for a non-executive director or an independent director has been linked to the effective capital of the Company.

Hence, the Board of Directors recommends Special Resolution as set out in the Notice for approval by the Members.

Except Mr. Jonna Venkata Tirupati Rao and Mrs. Shaik Haseena, none of the Directors of the Company and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the aforesaid Resolutions except to the extent of their shareholding in the Company, if any.

ITEM NO. 7.

The members of the Company are informed that keeping in view of the group’s existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various Banks and/or

Page 22 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid‐up capital and free reserves of the Company.

Hence it is proposed to set up the maximum borrowing limits of Rs. 100 up to which the Board of Directors can borrow. Pursuant to Section 180 (1) (c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid‐up capital of the Company and its free reserves at any one time except with the consent of the members of the Company in a general meeting.

In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole or part of the undertaking of the Company. Further, Section 180(1)(a) of the Companies Act, 2013 provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the General Meeting, which authorization shall be proposed towards members for their approval up to limit of Rs. 100 Crores for the Company.

Accordingly, consent of the Members is sought for passing Special Resolution as set out in Item No. 7.

ITEM NO. 08.

The members of the Company are informed that section 188 read with rules made there under prescribes certain approvals for related party transactions. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 also prescribe seeking shareholders’ approval for material related party transaction beyond specified threshold (Material Transactions). Proviso to Section 188 (1) provides that noting contained in Section 188 (1) shall apply where transaction entered into by Company with related party in the ordinary course of business and at arm’s length basis.

All the proposed transactions put up for approval are in the ordinary course of business and at arm’s length basis. The transactions are repetitive in nature, considering the large volume of the transaction, the contracts / arrangements / transactions are material in nature and hence require approval of members.

The contracts / arrangements / transactions as mentioned in resolution require approval of only unrelated members of the Company and all related parties shall abstain from voting on such resolution.

Page 23 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Accordingly, the Board of Directors recommends the Resolution set out at Item No. 08 of the accompanying Notice for approval of the Members of the Company as an Ordinary Resolution.

Except Mr. Jonna Venkata Tirupati Rao (DIN: 07125471), Mrs. Shaik Haseena (DIN: 08141400) and Mr. Naveen Parashar (DIN: 08399097), none of other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 08 of the Notice.

ITEM NO. 09.

Considering the overall business growth and future expansion and the operational needs of the Company, the Company needs to raise funds for its operations by means of either equity or further debt. While the Company is considering the various options, it is proposed to increase the Authorized Share Capital as per applicable provisions of the Companies Act, 2013 and its corresponding rules, amendments thereof to consider option of raising equity funds as per the applicable provisions of the Companies Act, 2013 and rules made thereunder and the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations) and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations), collectively known as SEBI Regulations, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and as amended from time to time.

Section 61 of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) provides that a limited company having a share capital may, if so, authorized by its Articles of Association, with the consent of its members in its general meeting or through Postal ballot, alter the conditions of its Memorandum of Association so as to increase its share capital by such amount as it thinks expedient by issuing new shares.

Article 03 of the Articles of Association empowers the Company to increase, consolidate, subdivide, reduce or otherwise alter its Authorize Share Capital, for the time being, and to divide the shares in the capital into several classes with rights, privileges or conditions, as may be determined.

As currently the Company has a very small room in authorized share capital to consider any equity fund raise, it is proposed to increase the Authorized Share Capital of the Company from Rs. 34,00,00,000/- (Rupees Thirty-Four Crores Only) divided into 27,00,00,000 (Twenty-Seven Crores only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 7,00,00,000 (Rupees Seven crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each TO Rs. 100,00,00,000 /- (Rupees Hundred Crores only) divided into divided into 88,00,00,000 (Eighty-Eight Crore only) ordinary Equity Shares of Re. 1/- (Rupee One) each, 12,00,00,000 (Rupees Twelve Crore only) equity shares-differential voting rights (DVR Equity shares) of Rs. 1 each.

Page 24 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Consequently, the existing clause V (a) of the Memorandum of Association of the Company needs to be altered accordingly for deletion of the previous authorized share capital and substitution of the proposed increased Authorized Share Capital.

The above-mentioned increase in the Authorized Share Capital of the Company and subsequent alteration of aforesaid clause of Memorandum of Association will require approval of the Members. The Board of Directors recommends the resolutions at item no. 09 to be passed as Ordinary Resolution(s).

The electronic copies of draft of the Altered Memorandum of Association of the Company will be made available for inspection. For inspection, the Members are requested to send a request through an e- mail on [email protected] in with Depository participant ID and Client ID or Folio number

None of other Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 09 of the Notice.

Registered Office

Registered Office By order of the Board KURA Towers, 10[th] Floor, D. No.1-11-254 For Stampede Capital Limited and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India. Sd/- Abhishek Jain Place : Hyderabad Company Secretary Date : August 13, 2021 M. No.: A62027

Page 25 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

- Brief resume of Director/s seeking appointment / re appointment

Pursuant to provisions of SEBI (LODR) Regulations and Secretarial Standards on General Meetings, relevant particulars of Directors seeking appointment / re-appointment as this AGM are given here below:

NAME OF THE DIRECTOR	MR. NAVEEN PARASHAR
DIN	08399097
Date of Birth/ Age	27/09/1983
Date of original appointment	November 13, 2020
Termination of original Agreement	Three (3) Years from the date of Board Meeting held on June 29, 2021
Terms and Conditions of appointment	As per resolution No 5 mentioned in this Notice.
Appointment for 3 Years w.e.f.	June 29, 2021
Designation	Executive Director
Areas of Expertise	Mr. Naveen Parashar has vast experience of 16 years in exploring Indian securities market and investment strategies. He brings efficiency wherever he is appointed. He was worked as Associate Vice President at Indiabulls, Regional Manager in ShareKhan Ltd and Vice President at Globe Capital Markets Ltd
Educational Qualifications	Master of Business Administration (MBA
Companies in which he holds Directorship	1. GAYI ADI Holdings Private Limited 2. Stampede Capital Limited
Other listed Companies in which he holds Directorship	Nil
Membership / Chairmanship of Board Committees	Nil
Shareholding as on March 31, 2021	Equity:Nil DVR:Nil
Relationship with other Directors and KMPs	Mr. Naveen Parashar is occupying a position of Director in the Board of Directors of GAYI ADI Holdings Private Limited (Formerly known as GAYI ADI Trends and Management Private Limited) (Promoter) of the Company
No. of Board Meetings attended during FY 2020-21	Meeting held on November 13, 2020

Page 26 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Remuneration sought to be paid	Rs. 7,00,000/- Per Month to a maximum of Rs. 10,00,000/- Per Month, with authority to the Board or a Committee there of to fix his Basic Salarywithin the said Maximum amount
Remuneration last paid	Nil

Additional information of Appointee for item no. 5

The details as required under Clause (IV) to second proviso of Section II B of Part II of Schedule V of the Companies Act, 2013 are given below:

General Information	General Information	General Information	General Information
Nature of industry	The Company is engaged in the business ofStock Broking and other ancillaryservices.
Date or Expected date of commencement of commercial production	The company is an existing company and is in operation for commercial production since 28.04.1995.
In case of new companies, expected date of commencement of activity as per project approved by the financial institution appearing in the prospectus	Not applicable as the Company is an existing Company.
Financial performance based on given indicators	(Rs. In Lakhs)
Particulars	FY 2018-19 (Amount is Rs.)	FY 2019-20 (Amount is Rs.)	FY 2020-21 (Amount is Rs.)
Sales (Gross) Loss Before Tax & Extra-Ordinary Item Loss After Tax & Exceptional Item Shareholders Fund Rate of Dividend on Equity	77,37,54,131 (8,02,54,668) (40,96,81,601) 11,33,41,341 -	1,82,54,379 (4,54,89,400) (8,27,80,851) 3,05,60,490 -	10,50,70,415 (99,72,026) (99,72,026) 2,05,88,464 -
Foreign investments or collaborations, if any	Nil
	Other Information
Reasons of loss or inadequate profits	Due to unfavorable market conditions, Global recession, High input cost, inflationary trend, the Company could not achieve high levels ofprofits.
Steps taken or proposed to be taken for improvement	The Company has taken cost cutting and restructuring measures to improveprofitability.
Expected increase in productivity andprofits in measurable terms	The Company hopes increase in revenue and profits by improved margins in coming years.
Information about the appointees	Mr. Naveen Parashar

Page 27 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

a. Background details Mr. Naveen Parashar has vast experience of 16 years in exploring Indian securities market and investment strategies. He brings efficiency wherever he is appointed. He was worked as Associate Vice President at India bulls, Regional Manager in Share Khan Ltd and Vice President at Globe Capital Markets Ltd b. Past Remuneration Nil c. Job profile and his suitability He is suitable to this position due to experience in this industry. d. Recognition or Awards Nil e. Remuneration proposed Rs. 7,00,000/- Per Month to a maximum of Rs. 10,00,000/Per Month, with authority to the Board or a Committee there of to fix his Basic Salary within the said Maximum amount

f. Comparative remuneration profile At par with the industry standards in which the Company with respect to industry, size of operates. Company, profile of the position and person

g. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any

No pecuniary relationship during the year 2020-21. Further, Mr. Naveen Parashar is occupying a position of Director in the Board of Directors of GAYI ADI Holdings Private Limited (Formerly known as GAYI ADI Trends and Management Private Limited) (Promoter) of the Company

Registered Office

KURA Towers, 10[th] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

Place : Hyderabad Date : August 13, 2021

By order of the Board For Stampede Capital Limited

Sd/-

Abhishek Jain Company Secretary M. No.: A62027

Page 28 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

DIRECTOR’S REPORT

To,

The Members of

Stampede Capital Limited ('Company')

The Your Directors (hereinafter referred to as the Board) have pleasure in presenting the 26[th] (Twenty Sixth)Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2021.

1. FINANCIALS:

A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:

The Financial Performance of the Company for the year ended March 31, 2021 is summarized below:

below:
	(Figures – Rs. In Lakhs)
Particulars	Year ended March 31, 2021	Year ended March
		31, 2020
Operational & Other Income	1050.70	182.54
Total Expenses including Interest Expense and Depreciation and Amortization Expense	(1150.45)	(637.42)
Loss before exceptional items and tax	(99.75)	(454.88)
Priorperiod items	NIL	NIL
Exceptional Items	NIL	NIL
Provision for diminution in the value of investments	NIL	(375)
Loss before tax	(99.75)	(829.88)
Current Tax	NIL	2.09
Loss after tax	(99.75)	(827.79)

Note: Previous periods figures have been regrouped / rearranged wherever necessary.

B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

For the Financial Year ended March 31, 2021, your Company had reported total Income of Rs. 1050.70/- (In Lakhs) as against Rs. 182.54/- (In Lakhs) during the previous Financial Year. The Company recorded a net loss of Rs. (99.75)/- (In Lakhs) as against net loss of Rs. (827.79)/- (In Lakhs) during the previous Financial Year depicting reduction of 87.94% Losses.

Further, there is no change in nature of Business Activity of the Company during the year under review.

Page 29 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

KEY INITIATIVES / DEVELOPMENTS:

The Company has also received approval from Bombay Stock Exchange (BSE) for Cash Segment (Deposit Based Member) w.e.f. Saturday, November 14, 2020 under membership no. 6479.
The Company has received approval for Algorithmic (Algo) Trading from National Stock Exchange of India Limited on December 16, 2020.
Your Board of Director 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 object Clause of the Company was altered consequent to approval of members of the Company through special resolution passed through postal ballot dated April 05, 2021 to consider embarking upon new projects and activities.

The alteration in the Objects Clause of the Memorandum of Association facilitated diversification which enabled the company to enlarge the area of operations and carry on its business economically and efficiently and activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

C. SHARECAPITAL:

During the year under review, your Company’s Authorized Share Capital is Rs. 34,00,00,000 comprising of 34,00,00,000 Equity Shares of Rs. 1/- each. The Company’s paid-up capital is Rs. 22,90,11,200 Equity Shares of Rs. 1/- each fully paid up and 5,72,52,800 Differential Voting Right Shares of Rs. 1/- each fully paid up.

The Board of Directors in its meeting held on October 30, 2019 decided to make an Application with Bombay Stock Exchange in order to take No objection Certificate pursuant to provision of Regulation 37 of SBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.In furtherance to the same, the Bombay Stock Exchange and National Stock Exchange had issued No Objection Certificate to the Company on October 26, 2020 and October 22, 2020.

The Board of Directors in its meeting held on November 27, 2020 approved reduction of Share Capital on the basis of No Objection Certificate received from Bombay Stock Exchange and National Stock Exchange which was subsequently approved by members of the Company in an Annual General Meeting held on December 29, 2021 by way of Special Resolution.

D. DIVIDEND:

In view of the accumulated losses, your Directors have not recommended any dividend on Equity Shares for the Financial Year 2020-21.

Page 30 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

E. TRANSFER TO RESERVES:

As there are losses for the Financial Year 2020-21, the Company did not transfer any amount to reserves during the Year.

F. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have unclaimed dividend which remains to be transferred to Unpaid Dividend Account.

G. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

H. DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the year under review, the Company had no Subsidiary(ies), Associate(s) and Joint Venture(s). Hence the said clause in not applicable.

3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

During the year under review, neither the Company is subsidiary of any Company or body corporate nor the Company has subsidiary. Hence the said clause in not applicable.

4. CONSOLIDATED FINANCIAL STATEMENTS:

During the year under review, the Company had no Subsidiary(ies), Associate(s) and Joint Venture(s). Hence the said clause in not applicable.

Page 31 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed hereto and marked as Annexure – A .

6. RELATED PARTY TRANSACTIONS:

A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arm’s length basis and were in the ordinary course of business as part of Company’s philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Company's interest.

All Related Party Transactions up to March 31, 2021 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2020-21. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out at Note 24 in Notes to Accounts in the Annual Report.

The particulars of contracts or arrangements with related parties as defined under Section 188 of the Companies Act, 2013 in the prescribed Form AOC - 2 is annexed hereto and marked as Annexure –B and forms part of this Report.

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Company’s website at:

B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

During the year under review, the Company has not made any transaction with person to promoter & promoter group that hold 10% or more shareholding of the Company except the Company has outstanding loan amount of Rs. 3,56,06,401/- from GAYI ADI Holdings Private Limited (Formerly known as GAYI ADI Management and Trends Private Limited) which is outstanding as on March 31, 2021.

Page 32 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

C. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:

During the year under review, the Company had no Subsidiary(ies) and Associate(s). Hence, the said clause in not applicable

7. MATTERS RELATED TO INDEPENDENT DIRECTORS:

A. DECLARATIONS BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6). There has been no change in the circumstances, which has affected their status as independent director.

Further, Non-Executive Directors of the Company had no pecuniary relationship other than sitting fee for attending meetings.

B. EVALUATION BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors held on March 10, 2021, performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting held on August 03, 2021 at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors of the CompanyMr. Anil Thakur and Mr. Parmeshwar Botla, Non-Executive Independent directors on the Board of the Company are independent of the management and complies with criteria of Independent Director as submitted by them under Companies Act, 2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013.

Page 33 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Further, the afore-said independent director does possess integrity, expertise and also have vast experience which is necessary or suitable to be the Director of the Company.

8. MATTERS RELATING TO BOARD OF DIRECTORS:

A. MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2020-21:

During the year under review, the Board met 10 Ten times in accordance with the provisions of the Companies Act, 2013 to discuss and decide on various business strategies, policies and other issues.

The intervening gap between any two Meetings was not more than the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Company has complied with the applicable Secretarial Standards in respect of all the aboveBoard Meetings.

The detailed composition of Board of Directors and requisite details are given in the Corporate Governance Report.

B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects of the Board’s functioning its performance and as well as that of its committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and individual directors. The criteria for performance evaluation of the Board include aspects like composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Directors who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest The Board of Directors expressed their satisfaction with the evaluation process.

9. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2020-21:

As on March 31, 2021, the Board of Directors of the Company comprised of 6 (Six)Directors, including 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two) Non-Executive Non-Independent Director including 1 (One) Woman Director and 2 (Two) Non-Executive Independent Directors.

Page 34 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

A. APPOINTMENT:

Mr. Parmeshwar Botla was appointed as the additional Non-Executive Independent Director of the Company w.e.f. November 12, 2020 and subsequently approved by the members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020.
Mr. Anil Thakur was appointed as the additional Non-Executive Independent Director of the Company w.e.f. November 12, 2020 and subsequently approved by the members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020. Further, Mr. Anil Thakur, Independent Director of the Company was designated as Permanent Chairman of the Company in the Board Meeting of the Company held on November 25, 2020.
Mr. Naveen Parashar was appointed as the additional Non-Executive Non-Independent Director of the Company w.e.f. November 13, 2020 and subsequently approved by the members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020. Further, the Board of Directors in its meeting held on June 29, 2021 had resolved to elevate Mr. Naveen Parashar as Executive Director of the Company which shall be subject to approval of members of the Company in ensuing 26[th] Annual General Meeting of the Company. Necessary resolution for change is designation is attached in the Notice of 26[th] Annual General Meeting attached herewith.
Mrs. Shaik Haseena appointed as the additional Non-Executive Non-Independent Director of the Company w.e.f. November 13, 2020 and subsequently approved by the members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020.
Mr. Srinivas Maya appointed as the additional Non-Executive Director of the Company w.e.f. January 24, 2020. However, the Board of Directors in its meeting held on November 13, 2020 has changed his designation and appointed him as Whole Time Director of the Company which was subsequently approved by members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020.
Mr. Jonna Venkata Tirupati Rao was appointed as Managing Director of the Company w.e.f. November 27, 2020 and subsequently approved by the members of the Company in 25[th] Annual General Meeting of the Company held on December 29, 2020.

B. RESIGNATION OF DIRECTORS:

Mr. Sudheer Vegi has tendered his resignation as the Executive Director of the Company w.e.f. November 12, 2020.
Mrs. Chukka Lakshmi has tendered his resignation as the Independent Director of the Company w.e.f. November 11, 2020.

Page 35 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Mr. Chukka Siva Satya Srinivas has tendered his resignation as the Independent Director of the Company w.e.f. November 11, 2020.
Mr. Vishnuvardhan Reddy Guntaka has tendered his resignation as the Executive Director of the Company w.e.f. July 16, 2020.
Mr. Satya Srikanth Karaturi has tendered his resignation as the Independent Director of the Company w.e.f. November 12, 2020.
Mr. Venkata Krishnayya Nekkanti has tendered his resignation as the Independent Director of the Company w.e.f. November 11, 2020.

10. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING

THE YEAR 2020-21:

A. APPOINTMENT:

Mr. Abhishek Jain was appointed as Company Secretary & Compliance Officer by the Board of Directors on June 16, 2020.
Mr. Renduchintala Sri Naga Satya Venkata Jagannadha Prasad was appointed as Chief Financial Officer of the Company by the Board of Directors on November 13, 2020.

B. RESIGNATION:

Mr. Prathipati Parthasarathi resigned from the post of Chief Financial Officer of the Company w.e.f. November 11, 2019.

11. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

As on the date of approval of Directors’ Report, following are the Committees of Board of Directors of the Company constituted under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Companies Act 2013 and applicable regulations of Securities and Exchange Board of India (SEBI Regulations). Composition of the following Committees are also hosted on the website of the Company at https://www.stampedecap.com/static/composition-of-committee.aspx:

A. AUDIT COMMITTEE
B. NOMINATION AND REMUNERATION COMMITTEE C. STAKEHOLDERS RELATIONSHIP COMMITTEE
D. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
E. INQUIRY COMMITTEE

Page 36 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The constitutions, composition, terms of reference, details of meetings and attendance of members of afore-mentioned Committees have been mentioned in the Corporate Governance Report.

F. CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under any of the threshold limits given under the provisions of Section 135 of the Companies Act, 2013, the compliances under CSR are not applicable to the Company.

G. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place “Vigil Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is also available on the Company's website at https://www.stampedecap.com/files/Policy/Whistle%20Blower%20Policy.pdf

H. RISK MANAGEMENT POLICY:

The Company is not required to constitute Risk Management Committee pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has formulated internal risk management policy to deal with the risks that might become threat to the existence of the Company and subsequently affect the going concern status of the Company.

12. AUDITORS & REPORTS:

A. STATUROTY AUDITORS OF THE COMPANY:

At the 23[rd] Annual General Meeting (AGM) held on September 28, 2018, M/s. Navitha and Associates, Chartered Accountants , Hyderabad, having Firm Registration No.005120S have been appointed Statutory Auditors of the Company for a period of 5 years from the conclusion of 23[rd] AGM until the conclusion of the 28[th] Annual General Meeting.

Page 37 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The Board of Directors at its meeting held on August 13, 2021 on the basis of recommendation of Audit Committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Gorantla & Co., Chartered Accountant,to hold office as the Statutory Auditors of the Company till the conclusion of 26[th] AGM and to fill the casual vacancy caused by the resignation of M/s Navitha and Associates, Chartered Accountants (FRN: 005120S) subject to the approval by the members in ensuring Meeting of the Company, at such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.

Necessary resolutions for appointment as Statutory Auditor have been annexed to the Notice of 26[th] Annual General Meeting of the Company annexed with this Annual Report.

B. SECRETARIAL AUDITORS OF THE COMPANY:

Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board appointed M/s Diksha Pandey & Associates,Company Secretary in Practice (M No. A60568 CP No. 24388), Hyderabad, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2020-21 and their report is annexed hereto and marked as Annexure - C. Management reply on observations marked out by Secretarial Auditor is given below:

Sr. No.	Observations/ Remarks of the Secretarial Auditor	Management Reply
1.	Non - Maintenance of Minimum Net - worth pursuant to provision of Schedule VI of Securities and Exchange Board of India (Stock Brokers) Regulations, 1992	During the year, there was an instance where Company did not maintain minimum net- worth. The Company has been in regular compliance of the said provision and thus maintaining positive net-worth since then.
2.	Secretarial Annual Compliance Report has not been uploaded on Website for Financial Year 2019-	The Company has uploaded the Secretarial Annual Compliance Report for Financial Year 2018-19 and 2019-20 on the website of the

Page 38 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

20. Company and the same can be accessed at: - https://www.stampedecap.com/static/annual secretarial-compliance-report.aspx Mr. Parameshwar Botla had made an application with agency for inclusion of his Name of Mr. Parameshwar Botla Name into Data Bank. Name of Mr. and Mr. Anil Thakur, Independent Parameshwar Botla has been included in Data Directors of the Company have not Bank and his Registration No is IDDB-DI- been included in data bank of 202109-037222. Independent Director pursuant to 3. Due to technical error on Portal of Agency the provision of Section 150 of authorized to register name of Independent Companies Act, 2013 read with Director in data bank, Mr. Anil Thakur, rule 6 of Companies (Appointment Independent Director of the Company is not and Qualification of Directors) able to make an application. He has already Rules, 2014 registered grievance with Data Bank Agency via Email.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 inter-alia requires every listed company to annex with its Board’s report, a Secretarial Annual Compliance Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors have appointed M/s Diksha Pandey & Associates, Company Secretary in Practice (M No. A60568 CP No. 24388), has provided Secretarial Annual Compliance Report for the Financial Year 2020-21 and their report is annexed hereto and marked as Annexure – D. Management reply on observations marked out by Company Secretary in Practice is as same as given above.

C. COST AUDITORS OF THE COMPANY:

During the Year under review, in terms of Section 148 of the Companies Act, 2013 the Company is not required to appoint Cost Auditor of the Company.

D. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the year under review, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors of the Company.

E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. Your Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

Page 39 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises of experienced professionals who conduct regular audits across the Company’s operations. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting (“ICOFR”) and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor's Report) Order, 2003.

The Company had appointed M/s Gorantla & Co & Associates, Chartered Accountants , as Internal Auditor of the Company for the Financial Year 2020-21.

13. INSURANCE:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

14. EXTRACT OF ANNUAL RETURN :

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the draft Annual Return for the Financial Year ended March 31, 2021 made under the provisions of Section 92 (3) of the Act is made available on the website of the Company and can be accessed at: - https://www.stampedecap.com/files/downloads/annualReports/637666990438059884_Draft_MGT 7-Stampede_Capital_Limited-2020-21.pdf

15. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure – E and forms part of this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure –F and forms part of this Report.

Page 40 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has an employee drawing remuneration above the limits mentioned in Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the details of the same is given under annexures hereto marked as Annexure –G .

18. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:

Pursuant to the requirement of Section 134 (3) (q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during Financial 2020-21 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

However, the Company has received show cause notice from National Stock Exchange dated December 07, 2020 and December 15, 2020.

19. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

20. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

The said clause is not applicable since there is no material changes that can affect the Financial Position of the Company between the end of the Financial Year and date of Report.

22. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company's business operations. We are subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

Page 41 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

23. SYSTEM AND INFORMATION:

Your Company's operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

24. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

25. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 in relation to the audited financial statements of the company for the year ended March 31, 2021 the Board of Directors hereby confirms that

A. In the preparation of the annual accounts, for the year ended March 31, 2021, the applicable Accounting Standards have been followed and that there are no material departures;
B. Appropriate accounting policies have been selected 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 March 31, 2021 and of the loss of the Company for the year ended March 31, 2021;
C. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
D. They have prepared the annual financial statements on a “Going Concern” basis.
E. Proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.
F. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Page 42 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

26. GENERAL DISCLOSURES:

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

A. DISCLOSURE UNDER SECTION 43 (a) (ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

B. DISCLOSURE UNDER SECTION 54 (1) (d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

C. DISCLOSURE UNDER SECTION 62 (1) (b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

D. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

27. OTHER DISCLOSURES

A. TAKEOVER:

During the year under review, pursuant to the provision of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 Gayi Management & Trends Private Limited, the Acquirer along with Person acting in concert has acquired up to 7,44,28,650 (Seven Crore Forty Four Lakh Twenty Eight Thousand Six Hundred Fifty only) shares consisting of 5,95,42,920 (Five Crore Ninety Five Lakh Forty Two Thousand Nine Hundred and Twenty only) fully paid-up equity shares of face value of INR 1 (Indian Rupee One) each (“Equity Shares”) and 1,48,85,730 (One Crore Forty Eight Lakh Eighty Five Thousand Seven Hundred Thirty only) fully paid-up differential voting right shares of face value of INR 1 (Indian Rupee One) each (“DVR Shares”) of Stampede Capital Limited, Target Company.

Page 43 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

B. CHANGE IN REGISTERED OFFICE OF COMPANY:

During the year under review, the Company has shifted its Registered Office FROM Royal Pavilian Apartment, H. No. 6-3-787, Block — A, Flat No. 1003, Ameerpet, Hyderabad-500016, Telangana TO 402 to 404, 4[th ] Floor, Saptagiri Towers, Begumpet, above Pantaloons, Hyderabad-500016, Telangana, India. pursuant to approval of Board of Directors of the Company in its meeting held on November 13, 2020.

During the year under review, the Company has shifted its Registered Office FROM 402 to 404, 4th, Floor, Saptagiri Towers, Begumpet, above Pantaloons, Hyderabad-500016, Telangana, India. TO KURA Towers, 10[th ] Floor, D. No.1-11-254 & 1-11-255, S.P. Road, Begumpet, Hyderabad500016, Telangana, India. pursuant to approval of Board of Directors of the Company in its meeting held on August 03, 2021.

C. ADDITION OF PROMOTERS OF THE COMPANY:

During the year under review, pursuant to the provision of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 Gayi Adi Management & Trends Private Limited, the Acquirer along with Person acting in concert has acquired up to 7,44,28,650 (Seven Crore Forty Four Lakh Twenty Eight Thousand Six Hundred Fifty only) shares consisting of 5,95,42,920 (Five Crore Ninety Five Lakh Forty Two Thousand Nine Hundred and Twenty only) fully paid-up equity shares of face value of INR 1 (Indian Rupee One) each (“Equity Shares”) and 1,48,85,730 (One Crore Forty Eight Lakh Eighty Five Thousand Seven Hundred Thirty only) fully paid-up differential voting right shares of face value of INR 1 (Indian Rupee One) each (“DVR Shares”) of Stampede Capital Limited, Target Company.

In furtherance to the above, the Board of Directors in its meeting held on November 27, 2021 resolved to add Gayi Adi Management & Trends Private Limited, the Acquirer and Mr. Jonna Venkata Tirupati Rao, Person acting concert as Promoters of the Company.

D. RECLASSIFICATION OF PROMOTER:

The Company has received letters from the following persons falling under the category of promoters / promoter Group of the Company (in both Equity and DVR), requesting to be reclassified from the Category of “Promoters / Promoters Group” to “Public Category”.

	Equity Shares with Normal Voting Rights	Equity Shares with Normal Voting Rights	Equity Shares with Normal Voting Rights
Sr. No.	Name of Person	No of Equity Shares held	% of the total Equity Capital with Normal Voting Rights
1.	Mrs. Meenavalli Usha Rani	0	0 %
2.	Mr. Meenvalli Venkat Srinivas	0	0 %

Page 44 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

	Equity Shares with Differential Voting Rights	Equity Shares with Differential Voting Rights	Equity Shares with Differential Voting Rights
Sr. No.	Name of Person	No of Equity Shares held	% of the total Equity Capital with Normal Voting Rights
1.	Mrs. Meenavalli Usha Rani	0	0 %
2.	Mr. Meenvalli Venkat Srinivas	0	0 %

The letters were placed before the Board of Directors of the Company in its meeting held on 03[rd] August, 2021. The Board of Director took note that aforesaid Promoters are not holding any Equity shares with Normal Voting Rights and Equity shares with Differential Voting Rights and hence constitutes 0. % of the total paid up capital of the Company. The aforesaid Promoters do not exercise any control over the Company and is not engaged in the management of the Company. The aforesaid Promoters neither have representation on the Board of Directors of the Company nor hold any key Management position in the Company. The Company has not entered into any Shareholders Agreement with them. Further none of the aforesaid Promoters have got any veto Rights as to voting power or control of the Company. They do not have any Special Information Rights. The aforesaid Promoters have requested to the Company to reclassify them from being a “Promoter Category” to “Public Category” Shareholder of the Company. Thereafter, the Board of Directors resolved in the meeting to make an application under Regulation 31 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company is in process of making an application with both Stock Exchanges (BSE and NSE) as on date of approval of this Director’s report for reclassification of promoter.

E. DEACTIVATION AND REACTIVATION OF TRADING TERMINAL OF THE COMPANY:

During the year, there was an instance where Company did not maintain minimum net-worth as per provision of Schedule VI of Securities and Exchange Board of India (Stock Brokers) Regulations, 1992. On Non - Maintenance of Minimum Net - worth as per provision of said Regulation, the Indian Commodity Exchange Limited and Metropolitan Stock Exchange of India Limited had temporary deactivated trading rights is Currency Derivatives Segment of Company and National Stock Exchange of India Limited had withdrawn trading rights of Company. Once the Company apprehend, the Company took requisite steps in order to comply the provision of afore-said regulations.

F. OPENING OF BRANCH OFFICE:

During the Year under review the Company had opened following Branch Offices:

Sr. No.	Address	City	State
1.	Flat No. 402 to 404, 4thFloor, Saptagiri Towers, Begumpet, above Pantaloons, Hyderabad - 500016.	Hyderabad	Telangana
2.	# 1258-59, ‘B’ Wing14" Floor, ‘Mittal Tower’ MG	Bangalore	Karnataka

Page 45 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

	Road, Bangalore - 560001.
3.	‘Gokul Arcade’ Municipal No 2 & 2A, Sardar Patel Road, Adyar, Chennai - 600020.	Chennai	Tamil Nadu
4.	"V-Square’, 1 Floor Municipal Nos. 59A/21/13, High School Road, Patamata, Vijayawada - 520007.	Vijaywada	Andhra Pradesh
5.	B-322, Third Floor, Pacific Business Park, Plot No 37/1, Site IV Sahibabad Industrial Area, Ghaziabad-201010	Ghaziabad	Uttar Pradesh
6.	9-29-7 /3 Balaji Nagar Siripuram, Visakhapatnam - 530003	Visakhapatnam	Andhra Pradesh
7.	Unit No. 57B, 3™ Floor, Sushmainfinium, Chandigarh, Ambala Highway, Zirakpur, Punjab- 140603.	Chandigarh	Punjab

28. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include input costs, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

29. APPRECIATION / ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and express their gratitude for the contribution made by the employees at all levels but for whose hard work, and support, your Company’s achievements would not have been possible. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by Government Authorities, Banks, Corporate Debt Restructuring (CDR) Cell, Financial Institutions, Vendors, Customers, Advisors and other business partners.

Place : Hyderabad For and On Behalf of the Board of Directors Date : August 13, 2021

Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur Managing Director Chairman DIN: 07125471 DIN: 08945434

Page 46 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ANNEXURE – A TO DIRECTORS’ REPORT

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with the Companies

(Accounts) Rules, 2014 and forming part of the Directors’ Report For the Year Ended 31[st] March, 2021.

1. CONSERVATION OF ENERGY:

Sr. No.	Particulars	Details
1.	Energy Conservation Measures taken bythe Company	Nil
2.	Total energy consumption / Units Consumed	Nil
3.	Impact of above measures resulting in savingon account of units	Nil
4.	Natural ventilation equipment installed on the sheds to Conserve Energy	Nil
5.	Installed power factor control / capacitor banks to conserve energy	Nil

2. RESEARCH AND DEVELOPMENT (R & D):

Sr. No.	Particulars	Details
1.	Specific areas in which R & D carried out bythe Company	Nil
2.	Benefits derived as a result of the above R & D	Nil
3.	Futureplan of action	Nil
4.	Expenditure on R & D	Nil

3. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

Sr. No.	Particulars	Details
1.	Efforts, in brief, made towards technology absorption, adaptation and innovation	Nil
2.	Benefits derived as a result of the above efforts	Nil
3.	Futureplan of action	Nil
4.	Expenditure on R & D	Nil

Page 47 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

4. FOREIGN EXCHANGE EARNINGS & OUTGO:

Sr. No.	Particulars	Details
1.	Activities relatingto exports	Nil
2.	Initiatives taken to increase exports	Nil
3.	Development of new export markets forproducts and services	Nil
4.	Export Plans	Nil
5.	Total foreign exchange used	Nil
6.	Total foreign exchange earned	Nil

Place : Hyderabad For and On Behalf of the Board of Directors Date : August 13, 2021

Sd/Mr. Jonna Venkata Tirupati Rao Managing Director DIN: 07125471

Sd/Mr. Anil Thakur Chairman DIN: 08945434

Page 48 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

ANNEXURE – B TO DIRECTORS’ REPORT

FORM AOC-2

Particulars of Contracts / Arrangements entered in to by the Company with Related Parties referred to in Sub - Section (1) of Section 188 of the Companies Act, 2013

1	Details of contracts or arrangements or transactions not at arm's length basis.	Not Applicable
2	Details of material contracts or arrangement or transactions at arm's length basis in the ordinary course of business.	Not Applicable

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH BASIS:


Name of the		Duration of	Salient terms of the
	Nature of			Date(s) of	Amount
Related		the contracts	contracts or
	contracts /			approval by	paid as
Party		/	arrangements or
	arrangement			the Board, if	advance in
Nature of		arrangements	transactions including
	/ transactions			any	Rs
Relationship		/ transactions	the value, if any


Mr. Jonna Venkata Tirupati Rao	Serving as Key Managerial Personnel	Ongoing	He is entitled to Remuneration of Rs 10,00,000 /- Per Month to a maximum of Rs 15,00,000/- Per Month, with authority to the Board	November 27, 2020	NA
GAYI ADI Holdings Private Limited (Earlier known as GAYI ADI Management and Trends Private Limited)	Inter Corporate Borrowings	Ongoing	The Company receives advances under head Business Advances	March 27, 2020	NA

Page 49 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

GAYI ADI Capital Management Private Limited (GAYI ADI Hatcheries Private Limited)	Inter Corporate Borrowings	Ongoing	The Company receives advances under head Business Advances	January 22, 2021	NA
Mr. Vishnuvardha n Reddy Guntaka	Executive Director	Ongoing	NA	January 24, 2020	NA

Place : Hyderabad Date : August 13, 2021

For and On Behalf of the Board of Directors

Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur Managing Director Chairman DIN: 07125471 DIN: 08945434

Page 50 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

ANNEXURE – C TO DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT FORM MR. 3

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014)] and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended] FOR THE FINANCIAL YEAR ENDED 31[st] MARCH 2021

To, The Members of

M/s. STAMPEDE CAPITAL LIMITED

CIN: L67120TG1995PLC020170 Hyderabad.

Dear Sirs / Madam,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. STAMPEDE CAPITAL LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2021, complied to the extent with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2021, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there-under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) viz.,

Page 51 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Share based Employee Benefit) Regulations, 2014; (Not applicable to the Company during the Audit Period)
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)
f. The Securities and Exchange Board of India (Registrars to an Issue Companies Act and Share Transfer Agents) Regulations, 1993 regarding the companies Act, and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period)
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period).
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

We have also examined the compliances with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of company Secretaries of India.
ii. The Listing Agreements entered into by the Company with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited/ The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test check basis, no law is specifically applicable to the Company except mentioned hereunder:

i. Securities and Exchange Board of India (Stock - Brokers and Sub - Brokers) Regulations, 1992
ii. Securities and Exchange Board of India (Portfolio Managers) Regulations, 2019.

During the financial year under review the Company has complied with the provisions of the Acts, to the extent applicable and the Rules, Regulations, Guidelines, etc., mentioned above:

We further report that, subject to our observations in Annexure – II , that

i. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Page 52 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ii. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least Seven Days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting, as represented by the Management. However, the records are to be updated regularly and no documentary evidence is seen during audit.
iii. Majority decision is carried through while the dissenting members’ views if any, are captured and recorded as part of the minutes, as represented by the Management. Suggested timely entry the signed records into the minutes book.

We further report based on the explanations, that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under review,

a. The company has applied for reduction of capital during the year which is under process with the authorities. As of preparing this report, there were Observation letters received from NSE & BSE and the Company has filed necessary application with National Company Law Tribunal for approval.
b. During the year the Board of Directors in its meeting held on 27[th] November, 2020 decided to add two new promoters of the Company.
c. The Company received approval from Bombay Stock Exchange (BSE) for Cash Segment (Deposit Based Member) w.e.f. Saturday, 14th November, 2020 under membership no. 6479.
d. The Company has received approval for Algorithmic (Algo) Trading from National Stock Exchange of India Limited on 16[th] December, 2020.
e. We rely on Statutory audit report for related party transactions and others matters in absence of Statutory Registers.

I further report that, the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this audit since the same have been subject to review by the statutory financial auditors, tax auditors, and other designated professionals.

Due to Covid-19 Pandemic, we could not verify some of the acknowledgments of Notice & Agendas and draft & signed minutes of Board & Committee meetings, circular resolutions and attendance Registers.

We have relied on the information supplied and representation made by the Company and its officers for systems and mechanism followed by the Company for compliance under the applicable Acts, Laws and Regulations to the Company.

Page 53 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

For Diksha Pandey & Associates, Practising Company Secretaries,

SD/Diksha Pandey M. No. : A60568 CP No : 24388 UDIN : A060568C000874843 Place : Satna Date : 01-09-2021

This Report is to be read with our letter of even date which is annexed as Annexure –I & II and forms an integral part of this Report.

Page 54 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

ANNEXURE - I OF SECRETARIAL AUDIT REPORT

FORM MR. 3

(To the Secretarial Report of M/s. Stampede Capital LIMITED) FOR THE FINANCIAL YEAR ENDED 31[st] MARCH 2021

To,

The Members of

M/s. STAMPEDE CAPITAL LIMITED

CIN: L67120TG1995PLC020170

Hyderabad.

Dear Sirs / Madam,

Sub: Annexure – I to the Secretarial Audit Report to your Company for the FY 2020-21.

Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Diksha Pandey & Associates, Practising Company Secretaries,

SD/Diksha Pandey

M. No. : A60568 CP No : 24388 UDIN : A060568C000874843 Place : Satna Date : 01-09-2021

Page 55 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

ANNEXURE – II OF SECRETARIAL AUDIT REPORT

FORM MR. 3

(To the Secretarial Report of M/s. Stampede Capital LIMITED) FOR THE FINANCIAL YEAR ENDED 31[st] MARCH 2021

LIST OF DOCUMENTS OBSERVATIONS BY US

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including Specific Clause)	Deviations
1.	Schedule VI of Securities and Exchange Board of India (Stock Brokers) Regulations, 1992	Non - Maintenance of Minimum Net - worth / as per provision of said Regulation

FOLLOWING ACTIONS TAKEN AGAINST LISTED ENTITY

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.
1.	Indian Commodity Exchange Limited	Negative Net worth reported as on September 30, 2020.	Temporary Deactivation of trading rights is Currency Derivatives Segment of Company
2.	Metropolitan Stock Exchange of India Limited	Negative Net worth reported as on September 30, 2020.	Temporary Deactivation of trading rights is Currency Derivatives Segment of Company
3.	National Stock Exchange of India Limited	Negative Net worth reported as on September 30, 2020.	Withdrawal of trading rights of Company

NOTES:

NSE has issued a letter dated 03.09.2019 seeking clarification about the difference in shareholding pattern submitted for the quarter ended 30.06.2019 which was duly addressed by the Company.
Secretarial Annual Compliance Report must be updated on Website for Financial Year 2018-19 and 2019-20.
Name of Mr. Parameshwar Botla and Mr. Anil Thakur, Independent Directors of the Company have not been included in data bank of Independent Director pursuant to the provision of Section 150 of Companies Act, 2013 read with rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

Page 56 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

For Diksha Pandey & Associates, Practising Company Secretaries,

SD/Diksha Pandey

M. No. : A60568 CP No : 24388 UDIN : A060568C000874843 Place : Satna Date : 01-09-2021

Page 57 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ANNEXURE – D TO DIRECTORS’ REPORT

SECRETARIAL COMPLIANCE REPORT

[Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended]

FOR THE FINANCIAL YEAR ENDED 31[st] MARCH 2021

We, Diksha Pandey & Associates, Practising Company Secretaries have examined:

a) All the documents and records made available to us and explanation provided by M/s. STAMPEDE CAPITAL LIMITED (CIN: L67120TG1995PLC020170) having its Registered Office at 402 to 404, 4[th] Floor, Saptagiri Towers, Begumpet, above Pantaloons, Hyderabad-500016, Telangana, India, hereinafter referred to as “ the listed entity ”;
b) The filings/ submissions made by the listed entity to the stock exchanges;
c) Website of the listed entity;

Note: Secretarial Annual Compliance Report must be updated on Website for Financial Year 2018-19 and 2019-20.

d) Any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31.03.2021 (“Review Period”) in respect of compliance with the provisions of:
a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; and
b) The Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made there under and the Regulations, circulars, guidelines issued there under by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued there under, have been examined, include:

a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
e) Securities and Exchange Board of India (Stock - Brokers and Sub - Brokers) Regulations, 1992;

Page 58 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

f) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 - No such cases
g) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - No such cases
h) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; - No such cases.
i) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; No such cases
j) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013; - No such cases
k) SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 - No such cases
l) SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2016 - No such cases
m) SEBI (Investor Protection and Education Fund) Regulations, 2009 – No such cases And circulars/ guidelines issued there under;

And based on the above examination, we hereby report that, during the Review Period:

a) The Listed Entity has complied with the provisions of the above Regulations and circulars/ guidelines issued there under, except in respect of matters specified below: -

Sr. No	Compliance Requirement (Regulations/ circulars / guidelines including Specific Clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
2.	Schedule VI of Securities and Exchange Board of India (Stock Brokers) Regulations, 1992	Non - Maintenance of Minimum Net - worth / as per provision of said Regulation	During the year, there was an instance where Company did not maintain minimum net-worth. We are informed that the Company has been in regular compliance of the said provision and thus maintaining positive net-worth since then.

b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued there under in so far as it appears from our examination of those records.
c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges ( including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued there under;

Page 59 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY

- FINANCIAL YEAR 2020 21

Sr. No.	Action taken by	Details of violation	Details of action taken E.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
4.	Indian Commodity Exchange Limited	Negative Net worth reported as on September 30, 2020.	Temporary Deactivation of trading rights is Currency Derivatives Segment of Company	Nil
5.	Metropolita n Stock Exchange of India Limited	Negative Net worth reported as on September 30, 2020.	Temporary Deactivation of trading rights is Currency Derivatives Segment of Company	Nil
6.	National Stock Exchange of India Limited	Negative Net worth reported as on September 30, 2020.	Withdrawal of trading rights of Company	Nil

Note: NSE has issued a letter dated 03.09.2020 seeking clarification about the difference in the shareholding pattern submitted for the quarter ended 30.06.2020 which was duly addressed by the company.

d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No	Observations of the Practicing Company Secretary in the previous reports	Observations made in the Secretarial Compliance Report for the year ended 31.03.2019	Actions taken by the listed entity, if any	Comment s of the Practicing Company Secretary on the actions taken by the listed entity
1.	Nil	Director Disqualification Certificate pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations,	The Company has rectified its mistake by taking Director Disqualification Certificate from M/s. Kota & Associates, Practising	The Company has rectified the same.

Page 60 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY

- FINANCIAL YEAR 2020 21

		2015 not included in the Annual Report for Financial 2018-19.	Company Secretary. However, the Company shall attach Director Disqualification Certificate as an Exhibit – B of Corporate Governance Report forms part of this Annual Report.
2.		Details of Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part were not mentioned in Annual Report pursuant to Schedule V Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company has rectified its mistake by giving said details in an Annual Report for the Financial Year 2019-20.	The Company has rectified the same.

e) Any other information:

As per the documents provided by the Management, it is observed that the Company has applied for Scheme of Reduction of Capital which is under process.
During the year, the Company had received show cause notice from Member and Core Settlement Guarantee Fund Committee constituted by Board of Directors of National Stock Exchange of India Limited.

(Link: https://www.bseindia.com/xml-data/corpfiling/AttachLive/f741f9c1-ee0c-4ee8-906de7f7762ffafc.pdf)

For Diksha Pandey & Associates, Practising Company Secretaries,

Sd/-

Diksha Pandey

M. No. : A60568 CP No : 24388 UDIN : A060568C000556888 Place : Satna Date : 30-06-2021

Page 61 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ANNEXURE – E TO DIRECTORS’ REPORT

CORPORATE GOVERNANCE REPORT

The Directors present the Company’s Report on Corporate Governance for the year ended March 31, 2021, in terms of Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the Auditors Certificate annexed as Exhibit - A to this report, on compliance with the conditions of Corporate Governance laid down for the year ended March 31, 2021.

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:

Stampede Capital Limited (‘the Company’) follows the highest standards of governance and disclosure. Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Your Company has been following the Corporate Governance practices like striking out reasonable balance in the composition of Board of Directors, setting up Audit Committee and other business committees, adequate disclosures and business to be deliberated by the Board etc. It is the way of life, rather than mere legal compulsion. Your Company is committed to follow good Corporate Governance practices and improve upon them year after year. In addition, the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act, 2013 (“Act”). These codes are available on the Company’s website.

The Company's philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

The Company is in compliance with the requirements of the guidelines on Corporate Governance stipulated under the regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with regard to corporate governance.

2. BOARD OF DIRECTORS:

The Board Members are fully aware of their roles and responsibilities in discharge of the key functions. The Board Members strive to meet the expectation of operational transparency without compromising the need to maintain confidentiality of information.

The Board of Directors of the Company has an optimum combination of Executive and NonExecutive Directors with not less than Fifty percent of the Board of Directors comprising of NonExecutive Directors as on March 31, 2021. As on March 31, 2021, the Company has Non-Executive Chairmanand more than 50% of the Board consisting of Non-Executive Directors. As on March 31, 2021 the Company has 6 (Six) Directors. Among the 6 Directors, the Company has a 2 (Two) Executive

Page 62 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Directors, 2 (Two) Non-Executive Directors including onewoman Director and 2 (Two) Independent Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Act.

Also, the Independent Directors on the Board are highly experienced and competent persons from their respective fields. The Independent Directors take active part at the Board Meetings and Committee Meetings which add value in the decision-making process of the Board of Directors.

3. COMPOSITION AND CATEGORY OF BOARD OF DIRECTORS:

The Composition of the Board and Directorship held in other Companies and Committees as on March 31, 2021 are prescribed below:

				No. of Committee	No. of Committee
			No. of
				positions held
	Name of the		Directorship
Sr.No.		Category of Directorship		including Company
	Director(s)		including

			Company	Chairman	Member

1.	Mr. Jonna Venkata Tirupati Rao	Executive (Managing Director)	5	Nil	Nil
2.	Mr. Anil Thakur	Non-Executive Chairman (Independent Director)	1	1	2
3.	Mr. Srinivas Maya	Executive (Whole Time Director)	1	Nil	Nil
4.	Mr. Parameshwar Botla	Non-Executive (Independent Director)	1	2	2
5.	Mr. Naveen Parashar	Non-Executive Non- Independent Director	2	Nil	3
6.	Mrs. Shaik Haseena	Non-Executive Non- Independent Director	5	Nil	Nil

Category	No. of Directors	% of Total Board

ManagingDirector(Executive)	01	16.67
Whole Time Director(Executive)	01	16.67
Non-Executive and Independent Director	2	33.33
Non-Executive and Non-Independent Director	2	33.33

Page 63 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Total 06 100%

==> picture [140 x 45] intentionally omitted <==

NOTES:

All the Directors are appointed or re-appointed with the approval of the shareholders.
None of the Directors has any business / material pecuniary relationship or transactions with the Company.
None of the Directors has received any loans, advances from the Company during the year.
None of the Directors are related to each other except Mr. Jonna Venkata Tirupati Rao and Mrs. Shaik Haseena who are spouse to each other.
None of the Directors on the Board hold directorships in more than ten public companies.
None of them is a member of more than Ten Committees or Chairman of more than five committees across all the public companies in which he is a Director.
All Directors have intimated periodically about their Directorship and Membership in various Board and Committee positions of other Companies, which are within permissible limits of the Companies Act, 2013 and Corporate Governance Code.
While considering the total No. of other outside Committee positions held, Membership in committees of Private Companies, Section 8 Companies and Foreign Companies have not been included. Also, membership of Audit Committee and Stakeholder’s Relationship Committee of public company are considered.

4. BOARD MEETING AND ATTENDANCE OF DIRECTORS:

During the Financial Year 2020-21, 10 (Ten) Meetings of Board of Directors were held on June 16, 2020, June 30, 2020, August 25, 2020, September 09, 2020, November 12, 2020, November 13, 2020, November 25, 2020, November 27, 2020, February 10, 2021 and March 10, 2021. The necessary quorum was present for all the meetings. The maximum gap between any two meetings was less than 120 Days. Further, for every Board Meeting, the agenda papers along with explanatory notes are circulated in advance to the Board Members.

Last Annual General Meeting (AGM) of the Company was held on December 29, 2020.

THE ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND LAST ANNUAL GENERAL MEETING WERE AS UNDER:

Dates on which the Meetings were held		Attendance	Attendance	Attendance	of Directors	of Directors
	Mr. Anil Thakur	Mr. Jonna Venkata Tirupati Rao		Mr. Srinivas Maya	Mr. Parames hwarBot la	Mr. Naveen Parashar	Mrs. Shaik Haseena
			Board Meeting

June 16, 2020	NA		NA	P	NA	NA	NA
June 30, 2020	NA		NA	P	NA	NA	NA

Page 64 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

August 25, 2020	NA	NA	P	NA	NA	NA
September 09, 2020	NA	NA	P	NA	NA	NA
November 12, 2020	P	NA	P	P	NA	NA
November 13, 2020	P	NA	P	P	P	P
November 25, 2020	P	NA	P	P	A	P
November 27, 2020	P	P	P	P	A	P
February 10, 2021	P	P	P	P	A	P
March 10, 2021	P	P	P	P	A	P
	Annual General Meeting
December 29, 2020	P	P	P	P	P	A

Dates on which the Meetings were held	Attendance	Attendance	Attendance	of Directors	of Directors
	Mr. Sudheer Vegi	Mr. Vishnuv ardhan Reddy Guntaka	Mr. Chukka Siva Satya Srinivas	Mr. Satya Srikanth Karaturi	Mr. Venkata Krishnay yaNekka nti	Mrs. Chukka Lakshmi
	Board Meeting
June 16, 2020	P	P	P	P	P	P
June 30, 2020	P	P	P	P	P	P
August 25, 2020	P	NA	P	P	P	P
September 09, 2020	P	NA	P	P	P	P
November 12, 2020	NA	NA	NA	NA	NA	NA
November 13, 2020	NA	NA	NA	NA	NA	NA
November 25, 2020	NA	NA	NA	NA	NA	NA
November 27, 2020	NA	NA	NA	NA	NA	NA
February 10, 2021	NA	NA	NA	NA	NA	NA
March 10, 2021	NA	NA	NA	NA	NA	NA
	Annual General Meeting
December 29, 2020	NA	NA	NA	NA	NA	NA

NA: Not Applicable.

Mr. Anil Thakur and Mr. Parameshwar Botla was appointed as Non-Executive Independent Director of the Company w.e.f. November 12, 2020
Mr. Naveen Parashar and Mrs. Shaik Haseena was appointed as Non-Executive Director of the Company w.e.f. November 13, 2020
Mr. Jonna Venkata Tirupati Rao was appointed as Managing Director of the Company w.e.f. November 27, 2020.

Page 65 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Mr. Vishnuvardhan Reddy Guntaka resigned from the directorship of the Company w.e.f. July 16, 2020.
Mr. Venkata Krishnayya Nekkanti, Mrs. Chukka Lakshmi and Mr. Chukka Siva Satya Srinivas resigned from the directorship of the Company w.e.f. November 11, .2020.
Mr. Sudheer Vegi and Mr. Satya Srikanth Karaturi resigned from the directorship of the Company w.e.f. November 12, 2020.

5. BOARD PROCEDURE:

The Board meets at least once a quarter to review the results and other items on the agenda, once a year for approval of annual budgets and strategy and also on the occasion of the annual shareholders’ meeting. When necessary, additional meetings are held.
The Board Meetings are convened by giving appropriate Notice and Agenda.
The Notice and Agenda of the board meetings is drafted by the Company Secretary if appointed or person authorized by Board of Directors of the Company along with the explanatory notes and these are distributed in advance to the directors. Every Board member is free to suggest the inclusion of items on the agenda.
All divisions / departments in the Company are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion/ approval/ decision in the board/ committee meetings. All such matters are communicated to the Company Secretary in advance so that the same could be included in the agenda for the board meetings. The agenda papers are prepared by the concerned officials of the respective department and are approved by the Chairman.
Agenda papers are circulated to the Board by the Company Secretary if appointed or person authorized by Board of Directors. Additional items on the agenda are permitted with the permission of the Chairman and with the consent of all the Directors present at the meeting.
The Board also passes resolutions by circulation on need basis. The Company has been providing the directors with an option to participate in Board Meetings through electronic mode.
Minutes of the proceedings of the Board Meeting are prepared within stipulated time as per applicable law and thereafter the same is circulated to all Directors for their comments. The minutes of all the Committees of the Board of Directors of the Company and the minutes of the meetings of the Board of Directors of the Company are placed before the Board.
The quarterly, half-yearly and the annual results of the Company are first placed before the Audit Committee of the Company and thereafter the same are placed before the Board of Directors.
A Compliance Certificate, signed by the CFO and Executive Director in respect of various laws, rules and regulations applicable to the Company is placed before the Board, every quarter.

6. BRIEF PROFILE OF DIRECTORS OF THE COMPANY:

A. MR. SRINIVAS MAYA (DIN: 08679514):

Mr.Srinivas Maya(DIN: 08679514) aged 51 years, s/o Mr. Iylaiah Maya is a graduate in Master of Business Administration and LLB.

Page 66 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

He joined the company in January, 2020 as an Additional Director of the company. Prior to joining the company, he had experience of 15 years of working with many Companies and group Companies in Finance Industry.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 13, 2020 elevated Mr. Srinivas Maya as Whole Time Director of the Company which was subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020.

At present Mr. Srinivas Maya is Whole Time Director of the Company and he was not holding any Shares as on March 31, 2021.

Table showing name of Unlisted Companies in which Mr. Srinivas Maya is director as on March 31,

2021:

Sr. No.	Name of the Unlisted Company	Category of Directorship
-	-	-

Table showing name of Listed Company in which Mr. Srinivas Maya is director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
1.	Stampede Capital Limited	Whole Time Director

Table showing Name of the Companies in which Mr. Srinivas Maya is a member of the Committee of the Board as on March 31, 2021:

Sr. No.	Name of Company	Name of the Committee in which he is Member
-	-	-

B. MR. JONNA VENKATA TIRUPATI RAO:

Mr.Jonna Venkata Tirupati Rao (DIN: 07125471) aged 42 years, s/o Mr. Venkat Rao Jonna is a graduate in BBA.

He joined the company in November, 2020 as a Managing Director of the company. Prior to joining the company, he had a vast experience of 18 years in the field of Indian Securities Markets. He leads the corporate team and directs the process.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 27, 2020 appointed Mr. Jonna Venkata Tirupati Rao as Managing Director of the Company which was

Page 67 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020.

At present Mr.Jonna Venkata Tirupati Raois Managing Director of the Company and he was holding 37,81,673 Equity Shares with Normal Voting Rights and 95,725 Equity Shares with Differential Voting Rights as on March 31, 2021.

Table showing name of Unlisted Companies in which Mr.Jonna Venkata Tirupati Raois director as on March 31, 2021:

Sr. No.	Name of the Unlisted Company	Category of Directorship
1.	GAYI ADI ENTERPRISES LIMITED	Director
2.	GAYI ADI HOLDINGS PRIVATE LIMITED	Director
3.	GAYI ADI CAPITAL MANAGEMENT PRIVATE LIMITED	Director
4.	JVTR CONSULTANTS (OPC) PRIVATE LIMITED	Director

Table showing name of Listed Company in which Mr.Jonna Venkata Tirupati Raois director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
	STAMPEDE CAPITAL LIMITED	Managing Director

Table showing Name of the Companies in which Mr. Jonna Venkata Tirupati Rao is a member of the Committee of the Board as on March 31, 2021:

	Sr. No.	Name of Company	Name of the Committee in which he is Member
	-	-	-

C. MR. ANIL THAKUR:

Mr.Anil Thakur (DIN: 08945434) aged 50 years, s/o Mr. Ravindra Thakur is a competent professional with nearly 20 years of experience in Risk Management, Complaints, sales & marketing, Capital Markets Operations and Customer Relationship Management. He has got his bachelor of commerce from Osmania university in 1993.

He joined the company in November, 2020 as an Independent Director of the company.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 12, 2020

Page 68 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

appointed Mr.Anil Thakur as Independent Director of the Company which was subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020. He was elevated as Chairman of the Company on November 25, 2020.

At present Mr.Anil Thakur is Independent Director of the Company and he was not holding any Shares as on 31[st] March, 2021.

Table showing name of Unlisted Companies in which Mr. Anil Thakur is director as on March 31, 2021:

Sr. No. Name of the Unlisted Company Category of Directorship - - -

Table showing name of Listed Company in which Mr. Anil Thakur is director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
	STAMPEDE CAPITAL LIMITED	Independent Director

Table showing Name of the Companies in which Mr. Anil Thakur is a member of the Committee of the Board as on March 31, 2021:

Sr. No.	Name of Company	Name of the Committee in which he is Member
1.	STAMPEDE CAPITAL LIMITED	Audit Committee – Member
2.	STAMPEDE CAPITAL LIMITED	Stakeholder Relationship Committee - Chairperson
3.	STAMPEDE CAPITAL LIMITED	Nomination and Remuneration Committee - Member

D. MR. PARAMESHWAR BOTLA:

Mr. Parameshwar Botla (DIN: 02431490) aged 52 years, s/o Mr. Narsaiah Botla is a competent professional with handsome experience and Fair knowledge in Financial products / market. He also worked as an advocate for more than a decade and handled different legal matters. His education qualification is MBA, MA and LLM.

He joined the company in November, 2020 as an Independent Director of the company.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 12, 2020 appointed Mr. Parameshwar Botla as Independent Director of the Company which was subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020.

Page 69 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

At present Mr. Parameshwar Botla is Independent Director of the Company and he was not holding any Shares as on 31[st] March, 2021.

Table showing name of Unlisted Companies in which Mr. Parameshwar Botla is director as on March 31, 2021:

Sr. No. Name of the Unlisted Company Category of Directorship - - -

Table showing name of Listed Company in which Mr. Parameshwar Botla is director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
	Stampede Capital Limited	Independent Director

Table showing Name of the Companies in which Mr. Parameshwar Botla is a member of the Committee of the Board as on March 31, 2021:

Sr. No.	Name of Company	Name of the Committee in which he is Member
1.	STAMPEDE CAPITAL LIMITED	Audit Committee – Chairperson
2.	STAMPEDE CAPITAL LIMITED	Stakeholder Relationship Committee – Member
3.	STAMPEDE CAPITAL LIMITED	Nomination and Remuneration Committee - Chairperson

E. MR. NAVEEN PARASHAR:

Mr. Naveen Parashar (DIN: 08399097) aged 38 years, s/o Mr. Janak Babu Sharma. Mr. Naveen Parashar has vast experience of 16 years in exploring Indian securities market and investment strategies. He brings operational efficiency wherever he is appointed. He was worked as Associate Vice President at India bulls, Regional Manager in Share khan Ltd and Vice President at Globe Capital Markets Ltd.

He joined the company in November, 2020 as a Non-Executive Director of the company.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 13, 2020 appointed Mr. Naveen Parashar as Non-Executive Director of the Company which was subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020.

Page 70 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

At present Mr. Naveen Parashar is Non-Executive Director of the Company and he was not holding any Shares as on March 31, 2021.

Table showing name of Unlisted Companies in which Mr. Naveen Parashar is director as on March 31, 2021:

Sr. No.	Name of the Unlisted Company	Category of Directorship
1.	GAYI ADI Holdings Private Limited	Director

Table showing name of Listed Company in which Mr. Naveen Parashar is director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
	STAMPEDE CAPITAL LIMITED	Non-Executive Director

Table showing Name of the Companies in which Mr. Naveen Parashar is a member of the Committee of the Board as on March 31, 2021:

Sr. No.	Name of Company	Name of the Committee in which he is Member
1.	STAMPEDE CAPITAL LIMITED	Audit Committee – Member
2.	STAMPEDE CAPITAL LIMITED	Stakeholder Relationship Committee – Member
3.	STAMPEDE CAPITAL LIMITED	Nomination and Remuneration Committee - Member

F. MRS. SHAIK HASEENA:

Mrs. Shaik Haseena (DIN: 08141400) aged 40 years, d/o Mr. Sameb Nabi. Mrs. Shaik Haseena. She has pursued her Masters degree in BA (Finance) as specialization from Nagarjune University. She also pursued 2 years diploma in textile and fashion designing from SNDT university, Mumbai.

She joined the company in November, 2020 as a Non-Executive Director of the company.

During the Year 2020-21, based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company in its meeting held on November 13, 2020 appointed Mrs. Shaik Haseena as Non-Executive Director of the Company which was subsequently approved by members of the Company in Annual General Meeting held on December 29, 2020.

At present Mrs. Shaik Haseena is Non-Executive Director of the Company and she was not holding any Shares as on March 31, 2021.

Page 71 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Table showing name of Unlisted Companies in which Mrs. Shaik Haseena is director as on March 31, 2021:

Sr. No.	Name of the Unlisted Company	Category of Directorship
1.	HASEENARAO APPAREL (OPC) PRIVATE LIMITED	Director
2.	GAYI ADI ENTERPRISES LIMITED	Director
3.	GAYI ADI HOLDINGS PRIVATE LIMITED	Director
4.	GAYI ADI CAPITAL MANAGEMENT PRIVATE LIMITED	Director

Table showing name of Listed Company in which Mrs. Shaik Haseena is director as on March 31, 2021:

Sr. No.	Name of the Listed Company	Category of Directorship
	STAMPEDE CAPITAL LIMITED	Non-Executive Director

Table showing Name of the Companies in which Mrs. Shaik Haseena is a member of the Committee of the Board as on March 31, 2021:

Sr. No.	Name of Company	Name of the Committee in which he is Member
-	-	-

7. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

Sr. No.	Name of Director	Inter - Se Relationship
1.	Mr. Jonna Venkata Tirupati Rao	Husband of Mrs. Shaik Haseena
2.	Mr. Anil Thakur	No Relation
3.	Mr. Srinivas Maya	No Relation
4.	Mr. Parameshwar Botla	No Relation
5.	Mr. Naveen Parashar	No Relation
6.	Mrs. Shaik Haseena	Wife of Mr. Jonna Venkata Tirupati Rao

8. TRAINING OF NON-EXECUTIVE DIRECTORS OF THE BOARD OF DIRECTORS:

All Non-Executive Directors are appointed on the Board of the Company are introduced to the culture through induction sessions. The Executive Directors and senior management provide an overview of the operations and familiarize the Non-executive Directors on matters the morals and principles of the Company.

Page 72 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

They are introduced to the organization structures and various procedures. Non-Executive Directors are also briefed pertaining to the group structure and subsidiaries.

Also, the Company has a detailed familiarization Programme for Non - Executive Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

9. NUMBER OF SHARES & CONVERTIBLE INSTRUMENTS HELD BY DIRECTORS AS ON MARCH 31, 2021 IS AS UNDER:

10.

Name of Director	Director Category	Number of Shares / convertible instruments held in the Company
Mr. Jonna Venkata Tirupati Rao	Executive (Managing Director)	Equity: 37,81,673 DVR: 95725
Mr. Anil Thakur	Non-Executive Chairman (Independent Director)	Equity: Nil DVR: Nil
Mr. Srinivas Maya	Executive (Whole Time Director)	Equity: Nil DVR: Nil
Mr. ParameshwarBotla	Non-Executive (Independent Director)	Equity: Nil DVR: Nil
Mr. Naveen Parashar	Non-Executive Non-Independent Director	Equity: Nil DVR: Nil
Mrs. Shaik Haseena	Non-Executive Non-Independent Director	Equity: Nil DVR: Nil
REASONS FOR THE RESIGNATION OF AN INDEPENDENT DIRECTOR DURING
THE FINANCIAL YEAR 2020-21:

During the year Mr. Chukka Siva Satya Srinivas, Mr. Satya Srikanth Karaturi, Mr. Venkata Krishnayya Nekkanti and Mrs. Chukka Lakshmi, Independent Directors resigned from the Company during the year 2020-21 due to pre-occupation. The said Independent Directorshave confirmed to the Company that there are no material reasons for their resignation.

11. LIST OF SKILLS / EXPERTISE / COMPETENCIES REQUIRED TO FUNCTION THE BUSINESS EFFECTIVELY:

Too many businesses fail because translating passion into a successful business model is a difficult task.

Developing a small business into a successful enterprise demands more than passion. Unfortunately, facts speak for themselves. Over half of new businesses fail mainly because the entrepreneur is unable to translate their passion into practical business skills. Success demands more than hard work,

Page 73 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

resilience, and expertise in your field. In order to succeed, you need to understand and to become proficient in a set of fundamental business skills.

Following are the essential skills that you are required to run the business of the Company:

A. FINANCIAL MANAGEMENT SKILL:

Being able to effectively manage your finances is critical. You will need to be able to forecast your cash flow and sales, as well as, monitor your profit and loss. Having sound financial management skills will help you to run your business profitably and protect your financial investment.

B. MARKETING, SALES AND CUSTOMER SERVICE SKILL:

It is important to be able to promote your products or services effectively. Providing good customer service and having a marketing strategy in place will help you to generate sales.

C. COMMUNICATION AND NEGOTIATION SKILL:

Communication and negotiation with your suppliers, potential investors, customers and employees is very important to have. Having effective written and verbal communication skills will help you to build good working relationships. Every communication should reflect the image you are trying to project.

D. MANAGEMENT SKILL:

These means offering other people opportunities to do work, even if you think it will benefit your own clout or resume to do it yourself. Delegation is an important part of time and resource management. If you take everything on yourself, chances are your work in key areas will suffer. Someone that excels in business will be able to manage their own workload by appropriately directing the appropriate colleagues and subordinates for the best tasks.

E. STRATEGIC PLANNING SKILL:

Strategic planning is a very important business activity. Strategic planning is a process of defining your company's strategy or direction and making decisions on allocations of resources of capital and people. The key is to know how to project your company's future performance, within a three-to-fiveyear framework or more, supported by your well-defined business plan.

IN TERMS OF REQUIREMENT OF LISTING REGULATIONS, THE BOARD HAS IDENTIFIED THE FOLLOWING SKILLS / EXPERTISE / COMPETENCIES OF THE DIRECTORS HOLDING DIRECTORSHIP AS ON March 31, 2021 AS GIVEN BELOW:

Page 74 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Skills And Its Description	Mr. Jonna Venkata Tirupati Rao	Mr. Anil Thakur	Mr. Srinivas Maya	Mr. Paramesh war Botla	Mr. Naveen Parashar	Mrs. Shaik Haseena
Leadership experience of running large enterprise Experience	Yes	Yes	Yes	Yes	Yes	Yes
Experience of crafting Business Strategies	Yes	Yes	Yes	Yes	Yes	Yes
Understanding of Consumer and Customer Insights in diverse environments and conditions	Yes	Yes	Yes	Yes	Yes	Yes
Finance & Accounting Experience	Yes	Yes	Yes	No	Yes	No
Experience in overseeing large and complex SupplyChain	Yes	Yes	Yes	Yes	Yes	Yes
Understanding use of Digital / Information Technology	Yes	Yes	Yes	Yes	Yes	Yes
Experience of Large companies & understanding of the changing regulatory landscape	Yes	No	Yes	Yes	Yes	No
Communicatio n & Negotiation Skill	Yes	Yes	Yes	Yes	Yes	Yes

Page 75 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

12. COMMITTEES OF THE BOARD: Currently the Company is having 5 committees of the Board:

A. Audit Committee.
B. Stakeholders Relationship Committee.
C. Nomination and Remuneration Committee.
D. Internal Complaint Committee.
E. Inquiry Committee.

A. AUDIT COMMITTEE:

i) COMPOSITION:

The Company has an Independent Audit Committee comprising of 3 Non - Executive - Directors as Members of the Committee as on March 31, 2021. All being learned and experts are having adequate knowledge in the field of finance.

As required under section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with part C of schedule II thereto, the Board has complied with composition of Audit Committee which comprises of the following members as on March 31, 2021:

Name of the Member	Status & Category (Date of Appointment)	Director Category
Mr. Parmeshwar Botla	Chairman (November 12, 2020)	Independent Director
Mr. Anil Thakur	Member (November 12, 2020)	Independent Director
Mr. Naveen Parashar	Member (November 13, 2020)	Non-Executive Director

ii) CHANGE IN COMPOSITION:

Mr. Chukka Siva Satya Srinivas has ceased to be the member of the committee on 11.11.2020 due to cessation of his directorship
Mr. Venkata Krishnayya Nekkantih as ceased to be the member of the committee on 11.11.2020 due to cessation of his directorship.
Mr. Satya Srikanth Karaturi has ceased to be the member of the committee on 12.11.2020 due to cessation of his directorship.
Mr. Srinivas Maya was appointed as Member of the Committee on 12.11.2020 and he has resigned from the Committee as on 13.11.2020. He has attended meeting of the Committee held on 13.11.2020.

Page 76 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

iii) TERMS OF REFERENCE OF THE AUDIT COMMITTEE:

Terms of reference of the Committee has been hosted on the website of the Company at: https://www.stampedecap.com/static/composition-of-committee.aspx

iv) ATTENDANCE RECORD OF THE MEMBERS:

The committee met 4 (Four) times during the Financial Year 2020-21 held on June 30[,] 2020, September 09,2020, November 13, 2020 and February 10, 2021. The attendance records of each member of the Audit Committee at the Meeting are as followed:

Dates on which the Meeting s were held		Attendance of	Attendance of	Members
	Mr. Chukka Siva Satya Srinivas	Mr. Venkata Krishnayya Nekkanti	Mr. Satya Srikanth Karaturi	Mr. Parmesh war Botla	Mr. Anil Thakur	Mr. Naveen Parasha r
June 30, 2020	P	P	P	NA	NA	NA
Septemb er 09, 2020	P	P	P	NA	NA	NA
Novembe r 13, 2020	NA	NA	NA	P	P	P
February 10,2021	NA	NA	NA	P	P	A

Statutory Auditor and Internal Auditors and Secretarial Auditors have been invitees to the Audit Committee Meetings besides Chairman, Managing Director & Chief Financial Officer as an Invitee. Company Secretary attended most of the meeting of the Audit Committee as invitee as well.

The gap between two consecutive meetings did not exceed 120 Days. The necessary quorum was present for all the meetings.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

i) COMPOSITION:

The Stakeholders Relationship Committee presently consists of 3 Non-Executive - Directors as Members of the Committee. Minutes of each Committee Meeting are placed and discussed in the next meeting of the Board.

Page 77 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The Shareholders’ Relationship Committee of the Board is in compliance with the provisions of Section 178 (5) of the Companies Act and Regulation 20 of the SEBI Regulations read with Part D of Schedule II. The Stakeholder Relationship Committee comprises of the following Members as on March 31, 2021:

Name of the Member	Status & Category (Date of Appointment)	Director Category
Mr. Anil Thakur	Chairman (November 12, 2020)	Independent Director
Mr. Parmeshwar Botla	Member (November 12, 2020)	Independent Director
Mr. Naveen Parashar	Member (November 13, 2020)	Non-Executive Director

ii) CHANGE IN COMPOSITION:

Mr. Chukka Siva Satya Srinivas has ceased to be the member of the committee on November 11, 2020 due to cessation of his directorship.
Mr. Venkata Krishnayya Nekkanti as ceased to be the member of the committee on November 11, 2020 due to cessation of his directorship.
Mr. Srinivas Maya has ceased to be the member of the committee on November 13, 2020.

iii) TERMS OF REFERENCE OF THE STAKEHOLDER’S RELATIONSHIP COMMITTEE:

Terms of reference of the Committee has been hosted on the website of the Company at: https://www.stampedecap.com/static/composition-of-committee.aspx

iv) ATTENDANCE RECORD OF THE MEMBERS:

The attendance record of each member of the Stakeholder Relationship Committee at the Meeting held on March 10, 2021 is as follows:

Dates on which the Meetings were held		Attendance of Members	Attendance of Members	Attendance of Members
	Mr. Chukka Siva Satya Srinivas (Chairman)	Mr. Sriniva s Maya	Mr. Venkata Krishnayy aNekkanti	Mr. Paramesh war Botla	Mr. Naveen Parasha r	Mr. Anil Thakur
March 10, 2021	NA	NA	NA	P	P	A

v) COMPLIANCE OFFICER:

Page 78 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Mr. Abhishek Jain, Company Secretary appointed as Compliance Officer on June 16, 2020. Required under Regulation 6 of the SEBI (LODR) Regulations, 2015 ("Listing Regulations"). He has been entrusted the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimated to the Company directly or through SEBI and Stock Exchanges. All complaints / grievances have been duly intimated to exchange under Regulation 13 of the SEBI (LODR) Regulations, 2015 to resolve the investor grievances.

The Committee specially redresses the grievances of the Shareholders.

During the Financial Year 2020-21, the status of Compliant is as follows:

No. of Investor complaints pending at the beginning of the Year	No. of Investor complaints received during the Year	No. of Investor complaints disposed of during the Year	No. of Investor complaints unresolved at the end of the Year
0	2	2	0

All share transfer and correspondence thereon are handled by the Company's Registrars and Share Transfer Agents viz., Venture Capital and Corporate Investment Private Limited situated at 12-10-167, Bharatnagar, Hyderabad-500018, Telangana, India.

C. NOMINATION AND REMUNERATION COMMITTEE:

i) COMPOSITION:

The Nomination & Remuneration Committee of the Board is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Regulations read with Part D of Schedule II. The minutes of the Remuneration Committee meetings are reviewed and noted by the Board from time to time. This Committee shall have the authority to Investigate into any matter that may be prescribed under Company Law for the time being in force

The Nomination and Remuneration Committee consists of 3 (three) Non-Executive - Directors as Members of the Committee as onMarch 31, 2021. The Nomination & Remuneration Committee comprises of the following Members:

Name of the Member	Status & Category (Date of Appointment)	Director Category
Mr. Parmeshwar Botla	Chairman (November 12, 2020)	Independent Director
Mr. Anil Thakur	Member (November 12, 2020)	Independent Director

Page 79 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Mr. Naveen Parashar

Member Non-Executive Director (November 13, 2020)

ii) CHANGE IN COMPOSITION:

Mr. Chukka Siva Satya Srinivas has ceased to be the member of the committee on 11.11.2020 due to cessation of his directorship
Mr. Venkata Krishnayya Nekkanti has ceased to be the member of the committee on 11.11.2020 due to cessation of his directorship.
Mr. Satya Srikanth Karaturi has ceased to be the member of the committee on 12.11.2020 due to cessation of his directorship.
Mr. Srinivas Maya was appointed as Member of the Committee on 12.11.2020 and he has resigned from the Committee as on 13.11.2020. he has attended meeting of the Committee held on 13.11.2020.

iii) CRITERIA FOR SELECTION OF NON-EXECUTIVE DIRECTORS:

The Non-Executive Directors shall be of high integrity with relevant expertise and experience in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.
The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
Qualification, expertise and experience of the Directors in their respective fields;
Personal, Professional or business standing;
Diversity of the Board
In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
The Company has not paid any remuneration to Non-Executive Directors during the Financial Year 2020-21.
The quantum of sitting fees payable if any to Independent Directors of the Company is in terms of provisions of the Act.

iv) TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference of the Committee has been hosted on the website of the Company at: https://www.stampedecap.com/static/policies.aspx

v) ATTENDANCE RECORD OF THE MEMBERS:

Page 80 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Three Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2020-21 i.e., on June 16[, ] 2020, November 13, 2020 and November 27, 2020.

Dates on which the Meetings were held		Attendance of Members	Attendance of Members	Attendance of Members
	Mr. Chukka Siva Satya Srinivas	Mr. Venkata Krishnayya Nekkanti	Mr. Satya Srikanth Karaturi	Mr. Parmesh war Botla	Mr. Anil Thakur	Mr. Naveen Parasha r
June 16, 2020	P	P	P	NA	NA	NA
November 13, 2020	NA	NA	NA	P	P	P
November 27, 2020	NA	NA	NA	P	P	A

vi) REMUNERATION POLICY:

The Remuneration Policy of the Company for managerial personnel is primarily based on the performance of the Company and track record, potential and performance of individual managerial personnel. The Remuneration Committee recommends to the Board the compensation package of the Executive Directors of the Company.
Since the appointment of the Executive Director is by virtue of their employment with the Company, their service contract, notice period and severance fees, if any, is governed by the remuneration policy of the Company.
The Company does not have any Employee Stock Option Scheme.
Following are the details of remuneration paid to Directors of the Company during the Financial Year 2021-22:

Sr. No.	Particulars of Remuneration	Name of MD/WTD/Manager	Name of MD/WTD/Manager	Name of MD/WTD/Manager


		Mr. Jonna Venkata Tirupati Rao	Mr. Srinivas Maya		Mr. Vishnuva rdhan Reddy Guntaka ****
				Mr. Sudheer Vegi*
1.	Gross salary	50,00,000	10,00,000	7,00,000	-	67,00,000
	(a) Salary as per provisions contained in section 17(1)of	-	-	-	-	-

Page 81 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY

- FINANCIAL YEAR 2020 21

	the Income-tax Act, 1961
	(b) Value of perquisites u/s 17(2) Income- tax Act, 1961	-	-	-	-		-
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-	-		-
2.	Stock Option	-	-	-	-		-
3.	Sweat Equity	-	-	-	-		-
4.	Commission	-	-	-	-		-
	- as % of profit	-	-	-	-		-
	- others, specify	-	-	-	-		-
5.	Others – Professional Consultancy Fees and Reimbursement	30,00,000	4,00,000	-	-		34,00,000
	Total (A)	80,00,000	14,00,000	7,00,000	-		1,01,00,0 00
Resigned W.e.f. 12.11.2020_ _* Resigned W.e.f. 16.07.2020
Sr. No.							Total Amount
		Particulars of Remuneration

1.	Idd	Mrs.	Mr. Venkata Krishnayya Nekkanti**	Mr. Satya Srikanth Karaturi*	Mr. Chukka Siva Satya Srinivas **
	nepenent Dit	Chukka
	recors	Lakshmi*
	Fee for attending board / committee meetings	-	-	-	-	-
	Commission	-	-	-	-	-
	Others, please specify	-	-	-	-	-

Page 82 of 153

26[TH] ANNUAL REPORT OF THE COMPANY

==> picture [140 x 45] intentionally omitted <==

- FINANCIAL YEAR 2020 21

	Total (1)	-	-	-	-	-

2.	Other Non- Executive Directors	Mr. Naveen Parashar	Mrs. Shaik Haseena	-	-	-
	Fee for attending board / committee meetings	-	-	-	-	-
	Commission	-	-	-	-	-
	Others – Professional ConsultancyFees	34,22,000	-	-	-	34,22,000
	Total(2)	34,22,000	-	-	-	34,22,000
3.	Total (3)=(1+2)	34,22,000	-	-	-	34,22,000

* Resigned W.e.f. 11.11.2020

** Resigned W.e.f. 11.11.2020
*** Resigned W.e.f. 12.11.2020

**** Resigned W.e.f. 11.11.2020

Particulars of Remuneration	Particulars of Remuneration	Particulars of Remuneration	Total Amount
Independent Directors	Mr. Parmeshwar Botla	Mr. Anil Thakur
Fee for attending Board / Committee Meetings	-	-	-
Commission	-	-	-
Others,please specify	-	-	-
Total(1)	-	-	-

S	Ptil f		Name of KMPs	Name of KMPs
		Company Secretary & Compliance Officer	CFO	CFO	Total
r. No.	arcuars o Remuneration	Abhishek Jain	Renduchint ala Sri Naga Satya Venkata Jagannadha Prasad	Mr. Prathipat iParthasa rathi*

Page 83 of 153

26[TH] ANNUAL REPORT OF THE COMPANY

- FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

1.	Gross salary	4,19,536	10,00,000	-
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	-	-	-
	(b) Value of perquisites u/s 17(2)Income-tax Act, 1961	-	-	-
	(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961	-	-	-
2.	Stock Option	-	-	-
3.	Sweat Equity	-	-	-
4.	Commission	-	-	-
	- As % of profit	-	-	-
	- Others, specify	-	-	-
5.	Others, please Specify	-	-	-
	Total	4,19,536	10,00,000	14,19,53 6

* Resigned W.e.f. 11.11.2020

The remuneration policy of the Company is directed towards rewarding performance based on review of achievements on a periodic basis and is inconsonance with the existing industry practice which is hosted on the website of the Company at: https://www.stampedecap.com/static/policies.aspx

vii) DISCLOSURE AS PER SCHEDULE V OF COMPANIES ACT, 2013:

a. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors have been mentioned above in this report.
b. Details of fixed component. and performance linked incentives along with the performance criteriahave been mentioned above in this report.
c. Service contracts, notice period, severance fees;

Service Contracts: In accordance with the applicable provisions of the Companies Act, 2013 our shareholders approve the salary, benefits of Executive Directors. We enter into service contracts with each of our Directors containing the terms and conditions of employment including salary, performance bonus and other benefits including perks to be received by the Executive Directors.

Notice Period: The terms of our employment arrangements with Mr. Jonna Venkata Tirupati Rao and Mr. Srinivas Maya has been as per appointment letter issued to them.

Page 84 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Severance Fees : The Nomination and Remuneration Committee is entrusted with the role of reviewing the compensation of Directors.

d. Stock Option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

No stock option has been issued by Company to any Director of the Company during Financial Year 2020-21.

D. INTERNAL COMPLAINT COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMAN:

i) COMPOSITION:

During the Financial Year 2020-21, the Company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2021.

The Company had constituted a committed called as Internal Complain Committee for prevention and prohibition of Sexual Harassment of woman at workplace which consists of following members:

Sr. No.	Name of Members	Designation
1.	Ms.Jayanti Satyam	PresidingOfficer/External Member
2.	Mr. Srinivas Maya	Member(Whole Time Director)
3.	Mr. Sri Nagesh	Member
4.	Ms. Gunisha Malhotra	Member
5.	Mrs. Shaik Haseena	Member(Non-Executive Director)

Further, the Company has complied with provisions relating to constitution of Internal Complain Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

ii) TERMS OF REFERENCE OF COMMITTEE:

Terms of reference of the Committee has been hosted on the website of the Company at: https://www.stampedecap.com/static/policies.aspx

E. INQUIRY COMMITTEE:

i) COMPOSITION:

The Board of Directors of the company has constituted the Inquiry Committee pursuant to the provision of the SEBI (Prohibition of Insider Trading) Regulations, 2015 which shall

Page 85 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

discharge its functions to assist the Board of Directors to enquire into Leak and Suspected Leak of UPSI Company.

The Inquiry Committee is constituted with the following Members:

Name of the Member	Status & Category	Director Category
Mr. Srinivas Maya	Chairman & Member	Whole Time Director
Mr. SNSV JAGANNATHA Prasad Renduchintala	Member	Chief Financial Officer

ii) TERMS OF REFERENCE OF COMMITTEE:

Terms of reference of the Committee has been hosted on the website of the Company at: https://www.stampedecap.com/static/policies.aspx

13. GENERAL BODY MEETINGS:

A. DETAILS OF LAST 3 ANNUAL GENERAL MEETING:

Financial Year	Date of AGM	Venue of AGM	Time of AGM	No. of Special Resolution Passed
2017-18	September 28, 2018	Senior Citizen Hall, 2nd Floor, Beside S.R.K Raju Community Hall, Madhura Nagar, Hyderabad-500038	10.30 A.M.	-
2018-19	September 28, 2019	Senior Citizen Hall, 2nd Floor, Beside S.R.K Raju Community Hall, Madhura Nagar, Hyderabad-500038	10.00 A.M.	2*
2019-20	December 29, 2020	402 to 404, 4thFloor, Saptagiri Towers, Begumpet, above Pantaloons, Hyderabad, Telangana, 500016 India	09.00 A.M.	4#

* To approve material related party transaction.

To change the name of the Company
# To approve Reduction of Share Capital of the Company
# To approve Change of Name of the Company

# To approve conversion of Loan into Equity Shares or Equity Shares-Differential Voting Rights

# To approve the appointment of Mr. Jonna Venkata Tirupati Rao ( DIN: 07125471) as a Managing Director.

B. EXTRA ORDINARY GENERAL MEETINGS:

Page 86 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

In addition to Annual General Meeting, the Company holds Extra Ordinary General Meeting of the members of the Company as and when situation arises. During the year under review, the Company had not conducted any Extra Ordinary General Meeting.

C. POSTAL BALLOT:

The Company had not conducted Postal Ballot during the Financial Year.

14. OTHER DISCLOSURES:

a) MANAGEMENT DISCLOSURES:

The Senior Management Personal have been making disclosures to the Board relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large. Based on the disclosures received, none of the Senior Management Personnel has entered into any such transactions during the year.

b) MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

The matter has been set out in Annexure B (AOC – 2) of Directors’ Report.

c) STATUS OF REGULATORY COMPLIANCES:

The Company has complied with all the mandatory requirements of Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adoption of non-mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is reviewed by the Board from time to time.

d) STRUCTURES AND PENALTIES:

There were no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter relating to the capital markets during the last three years. Also no Penalty has been levied by regulators under Companies Act, 2013 and the same has been evident from MGT – 9 which forms part of Board Report.

e) RISK MANAGEMENT FRAMEWORK:

The matter has been set out in Directors’ Report.

f) MAINTENANCE OF THE CHAIRMAN'S OFFICE:

Page 87 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The Company has Non-Executive Chairman and the office provided to him for performing his executive duties is also utilized by him for discharging his duties as Chairman.

g) MODIFIED OPINION(S) IN AUDIT REPORT:

There are no qualifications in the Auditor's Report on the financial statements of the Company.

h) REPORTING OF INTERNAL AUDITOR:

The Internal Auditor directly reports to the Audit Committee and report of internal auditor is also placed before the Board of Directors of the Company.

i) TOTAL FEES PAID TO STATUTORY AUDITORS OF THE COMPANY:

M/s. Navitha and & Associates, Chartered Accountants (ICAI Firm Registration No. 012026S and Membership No. 221085) the Company's Statutory Auditor, is responsible for performing an independent audit of the Financial Statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in India.

As required under Regulation 34 read with Part C of the Schedule V of the Listing Regulations, the total fees paid by the Company to the statutory auditor and all entities in the network firm / entity of which the statutory auditor is a part is during the Year Rs. 1,15,000/-and for the Financial Year 2020-21.

j) PROHIBITION OF INSIDER TRADING CODE / PREVENTION OF INSIDER TRADING:

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended by SEBI (Prohibition of Insider Trading) Regulations, 2015, which is effective from May 15, 2015, the Company has adopted a code of conduct for prohibition of insider trading. The Code is applicable to all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. As per the Code, the trading window is closed during the time of declaration of results and material events, etc. Disclosure of shareholding is taken from all the Directors and Designated Employees and other connected persons of the Company.

In January 2015, SEBI Notified the SEBI (Prohibition of Insider Trading) Regulations, 2015. that came into effect from May 15, 2015. Pursuant thereof, the Company as a listed Company has formulated and adopted a code for prevention of Insider Trading including Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, incorporating the requirements in accordance with the regulation, clarification and circulars the same are updated as and when required.

In line with the recent amendments in SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has updated its Code for prevention of Insider Trading including Code of Practices and

Page 88 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Procedures for Fair Disclosure of Unpublished Price Sensitive Information and the same is effective from April 01, 2019 also is updated as per changes in regulations from time to time.

k) DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT:

During the year 2020-21, the Company has not raised any amount through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

l) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at its workplace 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 made there under for prevention and redressal of complaints of sexual harassment at workplace. The Company also has an Internal Committee comprising of two male and two female members. During the year under review:

a) Number of complaints filed during the financial year

a) Number of complaints filed during the financial year : NIL b) Number of complaints disposed of during the financial year : NIL c) Number of complaints pending as on end of the financial year : NIL

m) SUBSIDIARIES:

The Company had no Subsidiary during the Financial Year 2020-21, hence reporting under said clause is not applicable.

n) WEB LINK FOR POLICY FOR DETERMINING THE MATERIAL SUBSIDIARIES:

The policy for determining the material subsidiaries as approved by the Board may be accessed on the Company’s website at the link: https://www.stampedecap.com/static/policies.aspx

o) DISCLOSURE OF ACCOUNTING TREATMENT:

There was no deviation in following the treatments prescribed in any of Accounting Standards (AS) in preparation of the Financial Statement of your Company.

p) ACCEPTANCE OF RECOMMENDATION OF COMMITTEE:

Page 89 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

During the year 2020-21, all the suggestions /recommendations of all the committees of the Board, have been accepted by the Board of Directors.

15. DISQUALIFICATION / DEBAR OF DIRECTORS OF THE COMPANY:

A Certificate dated September 04, 2021 was provided by M/s. Mustafa Bohra & Associates Co. Practicing Company Secretary certifying on qualification of Directors of the Company. On the basis of certificate provided by M/s. Mustafa Bohra & Associates Co. Practicing Company Secretary the Board of Directors of the Company take a cognizance that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board / Ministry of Corporate Affairs or any such statutory authority. Certificate provided by M/s. Mustafa Bohra & Associates Co. Practicing Company Secretary is annexed hereto and marked as Exhibit – B to this report.

16. CEO / CFO CERTIFICATION:

The Certificate is placed before the Board by the Chairman and Executive Director & CFO of the Company. This certificate is being given to the Board pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II Part B of the said regulations.

The aforesaid certificate duly signed by the Executive Director & CFO in respect of the Financial Period ended March 31[,] 2021 has been placed before the Board in the meeting held on June 29, 2021 is annexed hereto and marked as Exhibit - C to this report.

17. CODE OF CONDUCT AND CERTIFICATE ON COMPLIANCE THERE OF:

Certificate signed by the Managing Director stating that the members of Board and Senior Management personnel have affirmed compliance with the code of conduct of Board of Directors and Senior Management is annexed hereto and marked as Exhibit – D to this report.

18. SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL:

As stipulated by SEBI a qualified Practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and Listed capital. This audit is carried out periodically and thereon is submitted to the Stock Exchanges. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

19. MEANS OF COMMUNICATION :

Page 90 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The primary source of information to the shareholders, customers, analysts and other stakeholders of your Company and to public at large is through the website of your Company https://www.stampedecap.com The Annual Report, quarterly results, shareholding pattern, material events, corporate actions, copies of press releases, schedule of analysts / investor meets, among others, are regularly sent to Stock Exchanges and uploaded on the Company’s website. Quarterly/ annual financial results are regularly submitted to the Stock Exchanges in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The quarterly, half-yearly and annual results were published in daily Newspapers which included Business Standard / Financial Express Nava Telangana & the Regional Language Newspapers. The same were sent to Stock Exchanges are promptly filed on BSE Listing Centre and NEAPS (NSE Electronic Application Processing System).

The Board of Directors have approved a policy for determining materiality of events for the purpose of making disclosure to the stock exchange. The Chief Financial Officer and the Whole Time Director of the Company are empowered to decide on the materiality of the information for the purpose of making disclosure to the Stock Exchanges.

The Company’s website www.stampedecap.com contains a separate dedicated section ‘Investor Relations’ where all the information required by the shareholder is available. Annual Report of the Company, Notices of Postal Ballot, and Outcome of Board Meeting etc. are regularly updated on the website. The Company’s presentations to institutional investors and analysts, if made would be put up on the website of the Company.

20. GENERAL SHAREHOLDER INFORMATION:

a) DETAILS OF AGM OF 2020-21:

Date : September 30, 2021 Time : 03:00 P.M. Venue : KURA Towers, 10[th] Floor, D. No.1-11-254 & 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.

b) FINANCIAL YEAR:

April 1, 2020 to March 31, 2021.

The current financial year of the Company is March 31, 2021.

c) NAME OF THE STOCK EXCHANGE WHERE COMPANY’S SHARES ARE LISTED AND CONFIRMATION OF PAYMENT OF LISTING FEES TO STOCK EXCHANGES:

Bombay Stock Exchange National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street Exchange Plaza Block G, C 1, Bandra Kurla

Page 91 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Mumbai- 400001, Maharashtra, India Complex, G Block, Bandra East, Mumbai – 400051, Maharashtra, India Phones : 91-022-22721233 / : 91-22-66545695 Phones: 91- 022 2659 8100

The Company has duly paid the listing fees to Bombay Stock Exchange and National Stock Exchange for the Financial Year 2020-21.

d) DATE OF BOOK CLOSURE:

Friday, September 24, 2021 to Thursday, September 30, 2021(Both days inclusive)

- e) FINANCIAL CALENDAR (2020 21):

FirstQuarterlyResults	September 09, 2020
SecondQuarterlyResults	November 13, 2020
ThirdQuarterlyResults	February10, 2021
Financial Year ending	June 29, 2021

f) (TENTATIVE) RESULTS FOR FINANCIAL YEAR 2021-22:

June 30, 2020	August 14, 2021
September 30, 2020	November 14, 2021
December 31, 2020	February14, 2022
March 31, 2021	May29, 2022
Annual General Meeting	September 30, 2022

g) SUSPENSION OF SECURITIES OF THE COMPANY FROM STOCK EXCHANGE:

During the year 2020-21, the Company’s securities have not been suspended from trading on NSE and BSE Limited.

h) STOCK DETAILS OF COMPANY:

Name of Stock Exchange	BSE and NSE
BSE Ltd (BSE) Code	Equity :531723 DVR :570005
National Stock Exchange of India Limited (NSE) Code	Equity :STAMPEDE DVR :SCAPDVR
ISIN No.	Equity :INE224E01028 DVR :INE224E01036

Page 92 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

i) OUTSTANDING GLOBAL DEPOSITORY RECEIPTS OR AMERICAN DEPOSITORY RECEIPTS OR WARRANTS OR ANY CONVERTIBLE INSTRUMENTS:

Not Applicable

j) DEMATERIALIZATION OF SHARES:

The Company's shares are tradable compulsorily in electronic form. The Company has established through its Registrar and Share Transfer Agents, connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). 99.76% of the equity shares and 99.51% for Differential Voting Right (DVR) of the company have been dematerialized as on March 31, 2021.

Details of No. of shares held in dematerialized and physical mode as on March 31, 2021:

EQUITY:

Particulars	No. of Shares	% of Total issued Capital
Held in Dematerialized form in CDSL Held in Dematerialized form in NSDL Physical Form	14,32,49,809 8,52,07,331 5,54,060	62.56 37.20 0.24
Total	22,90,11,200	100.00

DVR:

Particulars	No. of Shares	% of Total issued Capital
Held in Dematerialized form in CDSL Held in Dematerialized form in NSDL Physical Form	3,76,47,771 1,93,23,536 2,81,493	65.75 33.76 0.49
Total	5,72,52,800	100.00

k) PERFORMANCE IN COMPARSION TO BROAD BASED INDICES (SUCH AS SENSEX & NIFTY):

i. BSE & NSE Vis a Vis Stampede Capital Limited (Equity Shares & DVR):

Page 93 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

==> picture [438 x 217] intentionally omitted <==

----- Start of picture text -----

Stampede Equity V BSE
18,000 0.9
16,000 0.8
14,000 0.7
12,000 0.6
10,000 0.5
8,000 0.4
6,000 0.3
4,000 0.2
2,000 0.1
- 0
1 2 3 4 5 6 7 8 9 10 11 12
NSE Stampede Equity
April May June July August September October November December January February March
----- End of picture text -----

Stampede DVR V BSE

==> picture [425 x 182] intentionally omitted <==

----- Start of picture text -----

18,000 0.9
16,000 0.8
14,000 0.7
12,000 0.6
10,000 0.5
8,000 0.4
6,000 0.3
4,000 0.2
2,000 0.1
- 0
1 2 3 4 5 6 7 8 9 10 11 12
NSE Stampede Equity
April May June July August September October November December January February March
----- End of picture text -----

Page 94 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

==> picture [426 x 217] intentionally omitted <==

----- Start of picture text -----

Stampede Equity V NSE
18,000 0.9
16,000 0.8
14,000 0.7
12,000 0.6
10,000 0.5
8,000 0.4
6,000 0.3
4,000 0.2
2,000 0.1
- 0
1 2 3 4 5 6 7 8 9 10 11 12
NSE Stampede Equity
April May June July August September October November December January February March
----- End of picture text -----

==> picture [122 x 13] intentionally omitted <==

----- Start of picture text -----

Stampede DVR V NSE
----- End of picture text -----

==> picture [413 x 173] intentionally omitted <==

(Source: BSE website & NSE Website)

l) HIGH/LOW OF MARKET PRICE OF COMPANY'S SHARES TRADED ON THE BOMBAY STOCK -
EXCHANGE (BSE) UP TO MARCH 31, 2021:

EQUITY:

Month (April 2020 to March	BSE	BSE	NSE	NSE
2021)	High (Rs)	Low(Rs)	High (Rs)	Low(Rs)
April	0.4	0.33	0.40	0.30
May	0.42	0.33	0.40	0.30
June	0.52	0.37	0.65	0.35

Page 95 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

July	0.52	0.5	0.60	0.50
August	0.58	0.5	0.65	0.50
September	0.58	0.56	0.65	0.60
October	0.61	0.56	0.65	0.55
November	0.61	0.58	0.65	0.55
December	0.6	0.54	0.55	0.40
January	0.69	0.6	0.75	0.55
February	0.69	0.69	0.75	0.75
March	0.72	0.69	0.80	0.75

(Source: BSE website & NSE Website)

DVR:

Month (April 2020 to March 2021)	BSE	BSE	NSE	NSE
	High (Rs)	Low(Rs)	High (Rs)	Low(Rs)
April	0.25	0.19	0.30	0.15
May	0.29	0.25	0.40	0.25
June	0.38	0.3	0.15	0.30
July	0.75	0.39	1.70	1
August	1.81	0.78	1.70	0.85
September	1.81	1.33	1.80	1.30
October	1.82	1.21	1.70	1.20
November	1.67	1.2	1.60	1.20
December	1.61	1.2	1.60	1.20
January	2.13	1.26	2.00	1.25
February	3.02	1.52	2.80	1.65
March	2.12	1.58	2.80	1.65

(Source: BSE website & NSE Website)

m) INVESTOR SERVICES:

The Company has appointed M/S. Venture Capital and Corporate Investment Limited whose address is given below, as its Registrar and Transfer Agents. The Registrar handles all matters relating to the shares of the Company including transfer, transmission of shares, dematerialization of share certificates, subdivision /consolidation of share certificates and investor grievances.

Page 96 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Details of M/S. Venture Capital and Corporate Investment Limited as follows:

Address	12-10-167, Bharat Nagar Colony, Hyderabad-500018 Telangana, India
Telephone No	Phone: 91-40 23868024,
E-mail address	[email protected],
Fax No	Fax: 91-40 23868023

n) ANY QUERY ON ANNUAL REPORT CONTACT AT CORPORATE OFFICER:

			Mr. AbhishekJain
Designation			CompanySecretaryand Compliance Officer
			KURA Towers, 10th Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad-500016, Telangana, India.


		Email ID	[email protected]
	Telephone		+91-40-69086900/84

o) PLANT LOCATION:

Not Applicable

p) SHARE TRANSFER SYSTEM:

All the transfers received are processed by Registrar and Transfer Agents. Share transfers are registered and returned within maximum of 21 days from the date of lodgement if documents are complete in all respects. In case the shares are transferred through Demat mode, the procedure is adopted as stated in Depositories Act, 1996.

q) DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2021:

EQUITY:

Range (In Rs.)	Total Holders	% of Total Holders	Total Holding in Rupees	% of Total Capital
1 – 5000	10273	81.86	11006629	4.81
5001 – 10000	828	6.6	6603078	2.88
10001 – 20000	538	4.29	8065860	3.52
20001 – 30000	256	2.04	6519823	2.85
30001 – 40000	120	0.96	4271207	1.87
40001 – 50000	99	0.79	4627454	2.02
50001 – 100000	177	1.41	13535509	5.91
100001 and above	258	2.06	174381640	76.15
Total	12549	100	229011200	100

Page 97 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

DVR:

Range (In Rs.)	Total Holders	% of Total Holders	Total Holding in Rupees	% of Total Capital
1 – 5000	7786	91.68	4460211	7.79
5001 – 10000	267	3.14	2093911	3.66
10001 – 20000	167	1.97	2434942	4.25
20001 – 30000	82	0.97	2023651	3.53
30001 – 40000	28	0.33	978792	1.71
40001 – 50000	34	0.4	1638137	2.86
50001 – 100000	63	0.74	4465556	7.8
100001 and above	66	0.78	39157600	68.39
Total	8493	100	57252800	100

r) SHAREHOLDING PATTERN AS ON MARCH 31, 2021:

EQUITY:

Category	No. of Shareholders	No. of Shares	% of Shareholding
Promoters/Directors/Directors Relative	4	4,27,81,673	18.68
Mutual Funds	1	97,000	0.04
Foreign Portfolio Investors	2	35,36,552	1.54
Resident Individualsup to Rs. 2 Lacs	12062	63457387	27.71
Resident Individualsexcess of Rs. 2 Lacs	105	64219288	28.04
Bodies Corporate	167	52016565	22.71
ClearingMember	7	69057	0.03
NRIs	137	2833142	1.24
Trust	1	536	0.00
Total	12482	22,90,11,200	100

DVR:

		No. of Shares
Promoters/Directors/Directors Relative	4	2,44,95,975	42.79
Mutual Funds	1	24,250	0.04
Foreign Portfolio Investors	3	10,04,750	1.75
Resident Individualsup to Rs. 2 Lacs	8866	20240657	35.35

Page 98 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

Resident Individualsexcess of Rs. 2 Lacs	14	5216669	9.11
Bodies Corporate	133	5671930	9.91
ClearingMember	29	115577	0.20
NRIs	106	482867	0.84
Trust	1	125	0.0
Total	9157	5,72,52,800	100

s) UNCLAIMED DIVIDEND:

Not Applicable.

t) ADDRESS FOR CORRESPONDENCE:

	M/S. VENTURE CAPITAL AND CORPORATE
Stampede Capital Limited
	INVESTMENT LIMITED


KURA Towers, 10thFloor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet, Hyderabad- 500016,Telangana,India.	12-10-167, Bharat Nagar Colony, Hyderabad- 500 018
Tel.:+91-40-69086900/84	Phone: 91-40 23868024, Fax: 91-40 23868023
E-mail: [email protected]	E-mail: [email protected]
Website:www.stampedecap.com	Website:www.vccipl.com

u) DISCRETIONARY REQUIREMENTS/ COMPLIANCE WITH MANDATORY AND NONMANDATORY PROVISION:

Your Company has adhered to all the mandatory requirements of Corporate Governance norms as prescribed by Regulations 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company.

The Company complies with following non-mandatory requirements of Regulation 27(1) of the Listing Regulations.

Page 99 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

v) AUDIT QUALIFICATION:

No observations or qualifications were made in the Auditor’s Report for the financial year 202021.

Place : Hyderabad For and On Behalf of the Board of Directors Date : August 13, 2021

Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur Managing Director Chairman DIN: 07125471 DIN: 08945434

Page 100 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

EXHIBIT - A (CORPORATE GOVERNANCE REPORT)

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To The Members, Stampede Capital Limited Hyderabad.

We have examined the compliance of conditions of Corporate Governance by Stampede Capital Limited (‘The Company’), for the year ended on March 31, 2021 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as “SEBI Listing Regulations, 2015).

A. MANAGEMENT RESPONSIBILITY:

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of the Corporate Governance as stipulated in the Listing Regulations.

B. AUDITOR’S RESPONSIBILITY:

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certificate of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

C. OPINION:

Based on our examination of the relevant records and according to the information and explanations given to us and based on the representations made by the Directors and the Management, we certify

Page 101 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and Para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 during the year ended March 31, 2021.

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For NAVITHA AND ASSOCIATES

Chartered Accountants Firm Registration No: 012026S

Sd/-

Navitha. K Proprietor Membership No: 221085 Place: Hyderabad Dated: 29.06.2021

Page 102 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

EXHIBIT – B2 (CORPORATE GOVERNANCE REPORT) CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members

STAMPEDE CAPITAL LIMITED,

Address: KURA Towers, 10[th] Floor, D. No.1-11-254 and 1-11-255, S.P. Road, Begumpet,Hyderabad-500016, Telangana, India.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of STAMPEDE CAPITAL LIMITED having CIN L67120TG1995PLC020170 and having registered office at KURA Towers, 10[th] Floor, D. No.1-11-254 & 1-11-255 S.P. Road, Begumpet, Hyderabad-500016,Telangana, India(hereinafter referred to as ‘ the Company’ ), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31[st ] March, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

TABLE A:

Sr. No.	Name of the Directors	Director Identification Number	Date of appointment in Company
1.	Mr. Jonna Venkata Tirupati Rao	07125471	27/11/2020
2.	Mr. Anil Thakur	08945434	12/11/2020
3.	Mr. Parameshwar Botla	02431490	12/11/2020
4.	Mr. Srinivas Maya	08679514	24/01/2020
5.	Mrs. Shaik Haseena	08141400	13/11/2020
6.	Mr. Naveen Parashar	08399097	13/11/2020

Page 103 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Ensuring the eligibility of for the appointment/ continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

M/s. Mustafa Bohra & Associates Practising Company Secretaries

SD/Mr. Mustafa Bohra

Proprietor ACS : A61727 C.P No : 24345 UDIN : A061727C000896761

Page 104 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

EXHIBIT – C (CORPORATE GOVERNANCE REPORT) CODE OF CONDUCT AND CERTIFICATE ON COMPLIANCE THERE OF

This is to confirm that Company has adopted the Code of Conduct for Directors and Senior Management of the Company and is available on the website of the Company.

I hereby confirm that the Company has obtained affirmation from all the Members of the Board and the Senior Management Personnel that they have complied with the Code of Conduct for the Financial Year 2020-21.

This certificate is being given pursuant to Part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

For and On Behalf of the Board of Directors

Sd/Srinivas Maya Whole Time Director DIN : 08679514 Date : August 13, 2021 Place : Hyderabad

Page 105 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

EXHIBIT – D (CORPORATE GOVERNANCE REPORT) CEO/CFO CERTIFICATE UNDER REGULATION 17(8) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To

The Board of Directors, Stampede Capital Limited

A. I have reviewed the Financial Statements and the Cash Flow Statement of Stampede Capital Limited for the year ended 31[st ] March, 2021 and to the best of our knowledge and belief:
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.
C. I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectifying these deficiencies.
D. I have indicated to the Auditors and the Audit Committee:
Significant changes in internal control over financial reporting during the year;
Significant changes in accounting policies made during the year and that the same have been disclosed in the notes to the financial statements; and
Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.

Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Renduchintala Sri Naga Satya Venkata Managing Director Jagannadha Prasad DIN : 08679514 Chief Financial Officer Place : Hyderabad Place : Hyderabad Date : June 29, 2021 Date : June 29, 2021

Page 106 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ANNEXURE – FTO DIRECTORS’ REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

1. GLOBAL ECONOMY:

A visible flattening of the COVID-19 curve universally, along with rapid vaccination, lend hopes of an eventual end to this health and economic crisis. Additional policy measures announced at the end of CY2020-notably in the United States and Japan-are expected to provide further support in CY2021. As per IMF, despite the uncertainty, the global economy is projected to grow by 6.0% in CY2021 and 4.4% in CY2022. The rebound has been relatively faster in several Emerging Market (EM) economies. Activity moved above pre-pandemic levels in China, India and Turkey; helped by strong fiscal and quasi-fiscal measures and a recovery in manufacturing and construction, stated the Organization for Economic Co-operation and Development (OECD) in its interim economic assessment. However, new mutants of the COVID-19 virus, second and possible third wave of infection, renewed lockdowns in many countries and uneven access to vaccines across countries continue to weigh on the outlook and may delay the economic recoveries.

The recently approved USD 1.9 trillion fiscal stimulus bill in the United States, which comes in addition to the USD 3 trillion fiscal stimulus package announced in 2020, will further support US and global economic growth. In addition, the ongoing recovery in Asian economies will support the global recovery.

Resurgence of COVID-19 cases, imposition of strict lockdowns in major states and slower than expected pace of vaccinations have darkened prospects of a nascent economic recovery and accentuated business uncertainty. Although the vaccination drive has raised hopes of a turnaround in the pandemic later this year, the second wave of COVID-19 in April 2021 and new variants has intensified in metros/cities, and has spread rapidly across states, regions and into rural areas. Economy indicators moderated in April and May 2021, as many states-imposed restrictions to arrest the renewed surge in infections. This will result in delay in economic recovery and further normalization would be subject to building of strong herd immunity in India. However, compared to the first wave, there are a couple of mitigating factors. Export’s performance is expected to improve given that the global economy is largely open compared to the first wave when exports had collapsed. Moreover, domestic liquidity conditions remain healthy, unlike the during first wave Various rating agencies have already begun lowering their forecasts for India’s GDP growth for FY 2021-22. CRISIL Rating Agency had earlier pegged India’s economic growth for fiscal 2022 at 11%, but has lowered its estimate to 8.2% in a worst-case scenario. It believes that economic activity in the first half of FY 2021-22 will be clouded by the pandemic, but that the second half should see growth, led by increased vaccinations and the public adapting better to lockdowns.

2. INDIAN ECONOMY:

The Indian economy contracted by 8.0% in FY 2020-21 as against 4.0% growth recorded in FY 2019-

Page 107 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

20, marking a recession for the first time since 1980 as per the IMF World Economic Outlook in April 2021. Overall economic slowdown, led by the COVID-19 onset followed by stringent lockdowns severely impacted economic activity, bringing manufacturing and trading activities to a halt. Prolonged lockdown exacerbated existing vulnerabilities of the country including the weakened financial sector, private investments, and consumption demand. The Government announced a special comprehensive package of Rs. 20 trillion, equivalent to 10% of India’s GDP under the ‘SelfReliant India’ movement to revive the country’s economic activity. To promote greater participation by FPIs (Foreign Portfolio Investment), the Government proposes to increase the investment limit for FPI to 15% (currently 9%) of the outstanding stock of corporate bonds. The Government also offered certain specified categories of investment in Government securities to be fully opened for NR (Non-Resident) investors.

As per the FY 2020-21 Budget, fiscal deficit is expected to be 3.8% of GDP in FY 2019-20 and 3.5% in FY 2020-21. This is higher than the 3.3% and 3% envisaged for FY 2019-20 and FY 2020-21, respectively, in the FY 2020-21 Budget.

The Reserve Bank of India (RBI) continued with the accommodative monetary stance by bringing the key repo rate and reverse repo rate to 4% and 3.35% respectively to provide monetary stimulus and trigger economic growth back to the earlier trajectory. The fiscal and monetary stimulus provided by the Government and RBI would assist greatly in the recovery of the economy from the challenges posed in early FY 2020- 21. The Government’s thrust on reviving the manufacturing and infrastructure sector, and the country’s increasing prominence in the global supply chain will augur well for the Company. Further, the roll-out of the vaccination drive has commenced in India. However, the second wave of COVID-19 in April 2021 is seen as posing risks to economic recovery, with Care Ratings revising its forecast for GDP growth to 10.2% in FY 2021-22 from an earlier projection of 10.7-10.9%.

3. OVERVIEW OF CAPITAL MARKETS:

Capital markets play a crucial role in the economic development of a country. They provide the financial resources required for the long-term sustainable development of the economy. Capital markets are therefore considered an important element as it enables higher productivity growth, higher real-wage growth, greater employment opportunities and greater macroeconomic stability.

The spread of COVID-19 has led to volatility in markets. Debt mutual funds, gilt funds, banking & PSU funds have been showing negative return unlike prior to COVID-19 where the growth seemed promising.

Growing optimism around the global economic recovery, persistent drop in new cases and the progress of vaccination drives supported the global equity markets. Vaccination roll-outs across the globe, continued economic recovery, strengthened expectations of a fiscal stimulus in the US and dollar weakness kept investor sentiments strong for EM equities. This was further aided by strong portfolio inflows amid supportive surplus liquidity across the globe. The Hang Seng Index (Hong

Page 108 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Kong) and Nikkei 225 Index (Japan) shot up by 20.2% and 54.3%, last year. Japan’s Nikkei 225 crossed the 30,000 mark for the first time in more than three decades. This surge can mainly be attributed to Japan’s economy growing by 12.7% in October-December quarter FY 2020-21 on YoY basis. Meanwhile, Indian equity markets outperformed the broader EM indices, with the Nifty 50 increased by 70.9% and Nifty 500 by 76.0% in 12 months ending March 2021. European equities suffered from a relatively slow roll-out of COVID-19 vaccines, political uncertainty in Italy and slower economic recovery amid lockdown restrictions. Brexit uncertainty along with second wave of virus infections have battered the UK, with the FTSE 100 Index being the slowest performing regional equity market. Despite COVID-induced turbulence, Indian equity markets showed their best performance in a decade in FY 2020-21. Surge in trading by retail investors and Foreign Institutional Investors (FIIs) fueled a rally in equity markets post sharp correction of March 2020. FII’s net investment recorded an all-time high in FY 2020-21 owing to continuous rally in equity prices. In FY 2020-21, net FII buying in Indian equites stood at USD 37.1 billion, which is approximately 14 times higher than that of USD 2.6 billion in FY 2019-20. Unlike FIIs, Domestic institutional investors (DIIs) remained strong sellers of Indian equities with net outflows of USD 19.0 billion in FY 2020-21. Net investment by DIIs remained negative due to redemption pressures and profit-booking as equity valuations touched lifetime highs. Persistent traction in foreign flows and brighter domestic economic outlook as reflected through steady improvement in several high frequency indicators and better expected Q4FY 2020-21 corporate earnings also kept investor sentiments buoyant. This was further supported by stimulus measures announced by the Government and liquidity measures adopted by RBI. Consequently, the Nifty 50 and Nifty 500 Index posted healthy gains of 70.9% and 76.0% respectively in in last 12 months ending March 2021. An exponential rise in COVID infections in the second half of March 2021 compelled re-imposition of restrictive measures and raised concerns on the ongoing economic recovery, thereby dwindling investors’ risk appetite. Consequently, FIIs, turned net sellers towards the end of the month.

4. INDUSTRY STRUCTURE:

Your company is primarily engaged in Stock Broking and Port-folio Management.

5. MARKET AND OUTLOOK/INDUSTRY OVERVIEW:

STOCK BROKING SECTOR:

CY 2021 kick-started on a strong note for domestic equities with the benchmark indices BSE Sensex30 and NSE Nifty-50 hitting their record highs of 50,000 and 15,000 points, respectively, and their market value surpassing ₹ 200 trillion. Strong corporate performance in second and third quarter of FY 2020-21, the roll-out of a massive vaccine programme, fiscal and monetary stimulus in place and easing of lockdown measures in major economies lifted market sentiments. There was a surge in retail participation in the stock market after the lockdown. Further, as the Indian economy came to standstill post the outbreak and businesses suffered and jobs were lost, the stock market offered individuals an opportunity to supplement their income. Both the benchmark indices, Sensex and Nifty, rose between 72% and 75% from their lows in March 2020 to their record highs during FY 2020-21. Strong growth trends were witnessed in the number of active Demat accounts. According to the capital market

Page 109 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

regulator Securities and Exchange Board of India (SEBI), close to 14 million new Demat accounts were opened in FY 2020-21. As on March 31, 2021, the number of NSDL accounts stood at 22 million and CDSL accounts stood at 33 million tallying the total count to 55 million.

The Average Daily Turnover (ADTO) has steadily increased over the last decade, with the Indian stock market witnessing the highest growth in NSE’s active customers, reflected in strong growth in its ADTO in the Cash and Futures & Options (F&O) segment. Expectations of a faster recovery in the economy and improvement in corporate earnings instilled the required confidence among investors and encouraged them to pour more funds into Indian equities. Increased investment by investors into the capital markets was further aided by a sharp increase of 26% in Government Capital Expenditure and several reforms taken to revive investment and consumption. India’s economic rebound post COVID-19 is likely to be more structural in nature, which augurs well for corporate earnings and the equities market. The average daily turnover in the cash market during FY 2020-21 shot up by 70% YoY to ₹ 618 billion, as compared to ₹ 364 billion during FY 2019-20.

PORTFOLIO MANAGEMENT SERVICES:

In India, Portfolio Management Services (PMS) are offered by asset management companies, banks, brokerage houses and independent investment managers. These are usually focused on customized discretionary, non-discretionary or advisory service offerings tailored to meet specific investment objectives of investors through basic portfolio management services for stocks, cash, fixed income, debt, structured products and other individual securities. Besides managing mutual fund schemes, AMCs in India have begun offering investors tailor-made investment strategies with higher flexibility through PMS. Over the last five years, the industry has seen significant growth, with the market becoming more mature, increasing number of High Net-worth Individuals (HNIs), greater need for customized asset allocation based on risk-return profiling and a growing awareness of PMS products. As of October 2020, the total AUMs of portfolio managers grew by 4%, compared to assets being managed as on March 31, 2020. This growth was mainly driven by the discretionary segment of PMS, wherein the portfolio manager manages the customers’ funds in accordance with customers’ needs. Discretionary PMS dominated the space with 85% share, followed by advisory at 9% and nondiscretionary at 6%.

6. MACRO-ECONOMIC AND INDUSTRY DEVELOPMENTS:

The Stock Market has been revolutionized by adopting modern technology, as the exchanges are now able to reach out to the far-flungcenters of the country with an efficient trading network for the benefit of retail customers. The Capital Market is most efficient when it discounts all information’s in pricing of traded equity stocks. The maturity of the Stock Market has made it increasingly less risky through built-in information system made available to the participants over and above supervisory oversight.

The ongoing efforts for further broadening and deepening of the Stock Market domestically and aligning the market with global trading system is not only expanding the customer base but also attracting more resources for investments.

Page 110 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

The Indian broking industry is one of the oldest trading industries that have been around even before the establishment of the BSE in 1875. Despite passing through a number of changes in the post liberalization period, the industry has found its way towards sustainable growth.

7. OPPORTUNITY & THREATS:

While the economy has been reeling under the pressure of the COVID-19 pandemic and nationwide lockdowns, the trading volumes in the domestic capital markets have been on an upward trajectory. During the lockdown, an increasing number of people turned to trading on online brokerage platforms. A shift to a complete online process of customer enrolment and onboarding helped support the new account openings as operations are carried on smoothly despite the restrictions placed by the pandemic.

The growing awareness among investors, increased financial literacy, and the burgeoning proportion of millennials point to a promising future for the discount brokerage industry. In the coming years, the demand for discount brokerage services is expected to grow stronger due to the increasing participation of millennials. It is a lucrative platform for the organic investors. Customer increment is expected mainly from tier 2 and 3 cities with the rising internet penetration. New customers are more sensitive towards the cost and also conduct a thorough research before commencing the trade. A shift from traditional instruments of savings to financialization of savings is also a great opening for the capital market participants. The increased thrust on digitalization in the economy, with projects like ‘Digital India’, will further provide a growth catalyst for the demand and consumption of discount brokerage services.

A. OPPORTUNITIES:

Growing Financial Services industry’s share of wallet for disposable income.
Regulatory reforms would aid greater participation by all the class of investors.
Leverage technology to enable best practices and process.

B. THREATS:

Execution Risk.
Slowdown in global liquidity flows.
Intense competition from local and global players.
Unfavourable economic conditions.

8. FINANCIAL PERFORMANCE AND OPERATIONAL PERFORMANCE:

The Companies growth considering the past few years' performance has satisfactory. The Company is striving further for increasing profits. For, the Financial Year ended March 31, 2021, your Company had reported total Income of Rs. 1050.70/- (In Lakhs) as against Rs. 182.54/- (In Lakhs)

Page 111 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

during the previous Financial Year. The Company recorded a net loss of Rs. (99.75)/- (In Lakhs) as against net loss of Rs. (827.79)/- (In Lakhs) during the previous Financial Year depicting reduction of 87.94% Losses.

9. CHALLENGES, RISK AND CONCERN:

The Company faces normal business challenges of market competition in its business and needs to continuously seek attractive growth opportunities. The Company adopts suitable business strategies to counter these challenges. As a part of the overall risk management strategy, the Company consistently ensures its assets and generally follows a conservative financial profile by following prudent business practices.

10. RISK MANAGEMENT:

Our real-time risk management tool is built on trading platform and it is also an integral part of trade order life cycle, calibrating real time pricing data and ensures our order execution within predefined positioned limits. If our risk management system detects that a trading strategy in exceeding of our configure pre-defined limits, it will report the logs and creates alert management to the trading terminals. In addition, our risk management system continuously monitors our trade transactions against the order execution over the Exchanges. The objective of its risk management framework is to ensure that various risks are identified, measured and mitigated and also that policies, procedures and standards are established to address these risks and ensure a systematic response in the case of crystallization of such risks.

A. CREDIT RISK:

Deal with Banks, Clearing Firms, Prime of Prime.
OTC trade on bilateral agreement.
Covered with Insurance on trade above threshold.

B. MARKET RISK:

Market Neutral Strategies at any Given of Time - Hedged Positions.
Non-Directional Strategies.

C. LIQUIDITY RISK: Trading on

Liquidity Routing.
Multiple Venues.

Page 112 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

D. OPERATIONAL RISK:

Real time Hedged positions and exposures are monitored central monitoring of network performance of hardware, application services and venues.
Global View of Trading Strategy Events which requires manual intervention to update cancels the existing strategies.
Risk Team monitors all activities during the live markets.

11. HUMAN RESOURCES:

Intellectual capital is one of the key resources of the Company to ensure business sustainability and growth. The Company has an experienced and talented pool of employees who play a key role in enhancing business efficiency, devising strategies, setting-up systems and evolving business in line with its growth aspirations. The Company provides regular skill and personnel development training to enhance employee productivity.

Your company believes in investing in people to develop and expand their capability. The Company has been able to create favorable work environment that motivates performance, customer focus and innovation STAMPEDE strategies are based, inter alia, on processes of continuous learning and improvement.

As part of group processes, the Company follows a robust leadership potential assessment and leadership development process. These processes identify and groom leaders for the future and also enable succession planning for critical positions in the Company. Being a growth-oriented and performance driven organization, the Company follows the principles of meritocracy and care for its employees. The Company has a strong culture of innovation and challenging the status Quo. The business leaders and employees in the Company are encouraged to think like entrepreneurs and create value for all stakeholders. The Company has embarked on several human resource initiatives to create business enablers to enhance the productivity of the organization and its employees. The Company endeavors to provide a safe, conducive and productive work environment.

12. KEY FINANCIAL RATIOS:

Sr. No.	Particulars of Ratio	F.Y. 31.3.2021	F.Y. 31.3.2020	Explanation for change in Ratios
1.	Debtors Turnover	-	-	Not Applicable
2.	Inventory Turnover	-	-	Not Applicable
3.	Interest Coverage Ratio	-	-	Not Applicable
4.	Debt Equity Ratio	-	-	Not Applicable

Page 113 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

5.	Current Ratio	1.70	3.32
6.	Operating Profit Margin(%)	19%	-74%
7.	Net Profit Margin(%)	-9%	-453 %

13. DETAILS PERTAINING TO NET-WORTH OF THE COMPANY;

Particulars	31.03.2021 (In Rs.)	31.03.2020 (In Rs.)	Explanation for change in Net-worth
Net-worth	2,05,88,464	3,05,60,490	During the year the Net-worth of the Company was reduced to Rs. 2,05,88,464/-. In comparison to previous year, Net-worth of the Company eroded due to losses incurred bythe Companyduringtheyear.

14. CAUTIONARY NOTE:

Statements in the Management Discussion and Analysis outlining the Company's This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance. Estimates, perceptions and expectations may be forward

looking statements within the meaning of applicable laws and regulations. The actual results may differ materially from those expressed herein above due to certain factors which may be beyond the control of the Company.

Important factors that could influence the Company's operations include the impact of Covid-19 Pandemic, global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in our assumptions. Reader should keep this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Place : Hyderabad For and On Behalf of the Board of Directors

Date : August 13, 2021 Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur Managing Director Chairman DIN: 07125471 DIN: 08945434

Page 114 of 153

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

==> picture [140 x 45] intentionally omitted <==

ANNEXURE – G TO DIRECTORS’ REPORT

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

A. The particulars of employees, who were in receipt of remuneration not less than Rs. 60 lacs for the Financial Year ended on March 31, 2021 are given below:

Name of the Employee	Nil
Designation of Employee
Remuneration received
Nature of employment
Date of Commencement of Employment
Qualification of the Employee
Experience of the Employee
Age of the Employee
Last Employment

B. Disclosure under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration) Rules, 2014.
I. The percentage increase in remuneration of the Executive Director, Chief Financial Officer and Company Secretary during the financial year 2020-21, the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year and the comparison of remuneration of each Key Managerial personnel (KMP) against the performance of the Company is as under:

==> picture [492 x 206] intentionally omitted <==

----- Start of picture text -----

Compariso
% increase
Ratio of n of the
Remunerati in the
remuneration remunerat
on for F.Y. remunerati
Sr. of Director to ion against
Name Designation 2020-21 (in on for
No. median the
Rs) financial
remuneration performan
year 2020-
of employees ce of the
21
company
Not
Mr. Jonna Applicable
Managing
1. Venkata 50,00,000 since no 24:1
Director
Tirupati Rao remuneratio
n last year
----- End of picture text -----

Page 115 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

2.	Mr. Srinivas Maya	Whole Time Director	10,00,000	Not Applicable since no remuneratio n lastyear	4.80:1
3.	Mr. Sudheer Vegi*	Executive Director	7,00,000	-	2.4:1
4.	Mr. Vishnuvardha n Reddy Guntaka**	Executive Director	Nil	Not Applicable since no remuneratio n lastyear	Not Applicable since no remuneration
5.	Mr. Abhishek Jain	CS	4,19,536	Not Applicable since no remuneratio n lastyear	1:1
6.	Mr. Renduchintala Sri Naga Satya Venkata Jagannadha Prasad	CFO	10,00,000	Not Applicable since no remuneratio n last year	4.8:1

*Resigned W.e.f. 12.11.2020

** Resigned W.e.f. 16.07.2020

II. The median remuneration of employees during the financial year was Rs. 5,00,000/-.
III. There were 94 permanent employees on the rolls of the Company as on March 31, 2021.
IV. It is hereby affirmed that the remuneration is paid as per the remuneration policy of the company.
V. None of the Employee is relatives of Directors or Manager or KMP. All Employees are Permanent.
VI. List of top 10 employees in terms of remuneration drawn:

Page 116 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

Sr. No .	Name of the Employee	Designati on	Remune ration	Date of commence ment of employme nt	Age of emplo yee (Year)	Last employmen t held by such employee	Qualifica tion
1	Mr. Jonna Venkata Tirupati Rao	Managing Director	50,00,000	November 27, 2020	42	G.S.V Securities Private Limited	B.B.A
2	Renduchintala Sri Naga Satya Venkata Jagannadha Prasad	CFO	24,00,000	November 13, 2020	55	Longfin Tradex Pte Ltd (Singapore)	B.Com (CA Inter)
3	Kishore Varma Mantena	Senior VP (Corporate Sales)	2200000	July 02, 2020	41	Metropolitan Stock Exchange	MBA Finance and Marketing
4	Rajvamsh Samson Peters	HR Head	2000000	August 10, 2020	39	Star Dental Centre Private Limited	M.B.A. HR Internatio nal Business and Quality Manageme nt
5	Baleswara Rao Kancherla	AVP	1900000	July 15, 2020	42	Kotak Mahindra Life Insurance Company Limited	MBA Internatio nal Manageme nt
6	Heebert Victor Pillay	AVP	1800000	August 05, 2020	43	Future Generali India Insurance Company Limited	doctorate in theology and Public Personal Manageme nt(PPM)
7	Aamir Jhan Khan Mohammad	AVP	1750000	September 09, 2020	47	Vijaya Diagnostic Centre Limited	MBA and M.Com

Page 117 of 153

==> picture [140 x 45] intentionally omitted <==

26[TH] ANNUAL REPORT OF THE COMPANY

- FINANCIAL YEAR 2020 21

8	Vase Keerthi Bharath Christ	Sales head	1750000	August 10, 2020	47	Exide Life Insurance Company Limited	B. Tech
9	Sai Vamsee Krishna Thota	AVP	1500000	August 03, 2020	47	Exide Life Insurance Company Limited	B.Com
10	R. Rohith	AVP	1500000	August 17, 2020	38	Exide Life Insurance Company Limited	MBA
11	Anjaneyulu Kandukuri	IT Head	1500000	July 10, 2020	37	NTT Data Global Delivery Services Private Limited	MCA

*AVP Assistant Vise President.

Place : Hyderabad Date : August 13, 2021

For and On Behalf of the Board of Directors

Sd/Sd/Mr. Jonna Venkata Tirupati Rao Mr. Anil Thakur Managing Director Chairman DIN: 07125471 DIN: 08945434

Page 118 of 153

Page 119 of 153

Page 120 of 153

Page 121 of 153

Page 122 of 153

Page 123 of 153

Page 124 of 153

Page 125 of 153

Page 126 of 153

Page 127 of 153

Page 128 of 153

Page 129 of 153

Page 130 of 153

Page 131 of 153

Page 132 of 153

Page 133 of 153

Page 134 of 153

Page 135 of 153

Page 136 of 153

Page 137 of 153

Page 138 of 153

Page 139 of 153

Page 140 of 153

Page 141 of 153

Page 142 of 153

Page 143 of 153

Page 144 of 153

Page 145 of 153

Page 146 of 153

Page 147 of 153

Page 148 of 153

Page 149 of 153

Page 150 of 153

Page 151 of 153

Page 152 of 153

Stampede Capital Limited CIN:L67120TG1995PLC020170 Registered office: KURA Towers, 10[th] Floor, D. No.1-11-254 and111-255, S.P. Road, Begumpet,Hyderabad-500016, Telangana,India

E-Mail: [email protected] Website: www.stampedecap.com

==> picture [45 x 45] intentionally omitted <==

linkedin.com/stampedecapital

==> picture [45 x 45] intentionally omitted <==

facebook.com/stampedecapitallimited

==> picture [45 x 46] intentionally omitted <==

Instagram.com/stampedecapitallimited

Page 153 of 153

AI assistant

GACM Technologies Limited — Annual Report 2021

60715_rns_2021-09-08_de2bfd70-ed0b-4b63-a50b-1408e3964ba5.pdf

We wish to bring to your kind notice the schedule of the 26[th] AGM of the Company for the financial year 2020-21 as under:

Intimation of Cut off Date and Book Closure:

For and on Behalf of STAMPEDE CAPITAL LIMITED

Abhishek Jain

Company Secretary & Compliance Officer

Respected Members,

For and on Behalf of STAMPEDE CAPITAL LIMITED

Company Secretary & Compliance Officer

CORPORATE INFORMATION

BOARD OF DIRECTORS AND KEY MANEGERIAL PERSONNEL

NA: Not Applicable

TABLE OF CONTENTS:

TO SHAREHOLDERS

Respected Shareholders,

With Best Wishes, Sincerely

NOTICE OF 26[TH] ANNUAL GENERAL MEETING

ORDINARY BUSINESS:

SPECIAL BUSINESSES:

ITEM NO. 3. TO APPOINT STATUTORY AUDITORS TO FILL THE CASUAL VACANCY:

ITEM NO. 4. TO APPOINT STATUTORY AUDITORS AND TO THEIR REMUNERATION:

ITEM NO. 5. TO APPROVE CHANGE IN DESIGNATION OF MR. NAVEEN PARASHAR, NONEXECUTIVE DIRECTOR OF THE COMPANY FROM NON-EXECUTIVE DIRECTOR TO EXECUTIVE DIRECTOR OF THE COMPANY:

2. Effective Date of Appointment: June 29, 2021

A. Basic Salary:

B. Benefits, perquisites and allowances:

C. Minimum Remuneration:

ITEM NO. 6. TO APPROVE REMUNERATION TO MRS. SHAIK HASEENA SUBJECT TO APPROVAL OF MEMBERS OF THE COMPANY:

ITEM NO. 08. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS:

ITEM NO. 09. TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY:

Registered Office

NOTES:

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

22. Voting through electronic means

 How do I vote electronically using CDSL e-Voting system?

e. Step 5A:For Members Already Registered with CDSL

OR

g. Step 6: How to Vote:

Registered Office

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3 AND ITEM. 4.

Brief Details of Statutory Auditor being appointed pursuant to Regulation 36 (5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

ITEM NO. 5.

ITEM NO. 6.

ITEM NO. 7.

26[TH] ANNUAL REPORT OF THE COMPANY - FINANCIAL YEAR 2020 21

ITEM NO. 08.

ITEM NO. 09.

Registered Office

- Brief resume of Director/s seeking appointment / re appointment

Additional information of Appointee for item no. 5

Registered Office

DIRECTOR’S REPORT

To,

The Members of

Stampede Capital Limited ('Company')

1. FINANCIALS:

A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:

B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

KEY INITIATIVES / DEVELOPMENTS:

C. SHARECAPITAL:

D. DIVIDEND:

E. TRANSFER TO RESERVES:

F. UNPAID DIVIDEND & IEPF:

G. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

H. DEPOSITS:

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

4. CONSOLIDATED FINANCIAL STATEMENTS:

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

6. RELATED PARTY TRANSACTIONS:

A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

C. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:

7. MATTERS RELATED TO INDEPENDENT DIRECTORS:

A. DECLARATIONS BY INDEPENDENT DIRECTORS:

B. EVALUATION BY INDEPENDENT DIRECTOR:

C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

8. MATTERS RELATING TO BOARD OF DIRECTORS:

GACM Technologies Limited Annual Report 2021