THE MEMBERS OF STAMPEDE CAPITAL LIMITED

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2016

FINANCIAL HIGHLIGHTS:

REVIEW OF OPERATIONS:

For the financial year ended March 31, 2016, your Company had reported consolidated total income of Rs. 19513.72 Lakhs as against Rs. 7417.29 Lakhs during the previous financial year. The company recorded a net profit of Rs. 6670.85 lakhs as against net profit of Rs. 1640.91 lakhs during the previous financial year.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs.2,281.36 Lakhs as against previous year Paid up Equity share Capital of Rs.2281.36. On June 27, 2016 the company allotted 875,000 Equity Shares of Re.1/- each at a premium of Rs.3.8/- per share to the employees under Employee Stock Option Plan 2011. Accordingly the paid up share capital has enhanced to Rs.2290.11 Lakhs consisting of 229011200 equity shares of Re.1 each.

DIVIDEND:

During the year under review the company has not declared any dividend.

BORROWINGS:

The company has not borrowed any amounts during the year and it has no outstanding loans for the year ended March 31, 2016.

DIRECTORS:

In accordance with Section 149, 150, 152 & other applicable provisions if any of the Companies Act, 2013 Mrs. MV Lakshmi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. P. Parthasarathi has been appointed as Chief Financial Officer (CFO) of the Company effective from 27 May 2016

AUDITORS: Statutory Auditors:

The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 11-8-2014 for a period of Four years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Kota Srinivas and Associates, Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure 1'.

Internal Auditors

M/s.M/s A.S. Naidu & Co., Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation of 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.stampedecap.com

PREVENTION OF INSIDER TRADING:

The company has adopted a code of conduct for prevention of Insider Trading with a view to regulate trading in securities by the directors, KMP s and designated employees of the company. The code requires pre-clearance for dealing in the company's securities and prohibits the dealing in securities of the company while in possession of unpublished price sensitive information in relation to the company. The Board and the designated employees have confirmed compliance with the code.

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All material 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.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under Companies Act 2013 read with Rules made there under and as such the statement as required under the Companies Act, 2013 is not applicable.

SUBSIDIARIES

Subsidiary Companies As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Company is prepared in Form AOC-1 and same is enclosed to this Report.

Your Company has one wholly owned Indian subsidiary namely Stampede Enterprises India Private Limited (formerly Stampede Cloud Services Private Limited), and one Wholly owned Foreign Subsidiary in Singapore namely Stampede Financials Pte. Ltd. Further the company has one step down wholly owned subsidiary of Stampede Enterprises India Private Limited, namely Stampede Technologies Pte. Ltd. in Singapore.

EMPLOYEE STOCK OPTION PLANS

Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure ‘A' forming part of this report.

LISTING OF SHARES

The shares of the company are listed on Bombay Stock Exchange Limited (BSE). The listing fee for the year 2016-17 has already been paid to the BSE. On 25 July 2016 the equity shares of the Company has been listed on National Stock Exchange of India Limited and the Company has paid the listing fee for the year 2016-17 to NSE also.

CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

During the year 2015-16 the company earned a Net Profit of Rs.37.86 lakhs. As per the provisions of Section 135 of the Companies Act, 2013 the company constituted CSR Committee with the following Directors as members:

Mr. Parthasarthi Prathipati - Chaiperson

Mr. D.Emmanuel - Director

Mr. R.Vivek Kumar - Director

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm the following:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

The particulars as required under section 134(3)(m) of the Companies Act 2013 read with Rules made there under if any are as under:

Conservation of Energy: The Company uses electric energy for its operations such as air conditioner, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve the energy.

Research and Development: Your Company has a modern R&D facility with a state-of-the-art Technology centre working on various R&D projects.

Technology absorption, Adaptation and Innovation: Your Company continues to use state-of-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, the company continues to invest in the latest hardware and software.

Foreign Exchange Earnings and Outgo (in Rupees)

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure 2”.

ACKNOWLEDGEMENTS:

Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to our Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance.

For and on behalf of the Board

For Stampede Capital Limited

Regd Office:

1st Floor, Plot No. 197,

Kavuri Hills, Gutlabegumpet Village,

Madhapur, Hyderabad-500081 Venkat Srinivas Meenavalli

Telangana, INDIA Non Executive Chairman

Date: 01-09-2016