Xelpmoc Design and Tech Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors present the Company''s 10^th Annual Report along with the Company''s audited financial statements for the financial year ended March 31,2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31,2025 is summarised below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	39,011.88	64,748.47	38,984.73	64,700.37
Other Income	8,651.30	13,523.25	9,044.61	15,097.95
Total Revenue	47,663.18	78,271.72	48,029.34	79,798.32
Profit/(Loss) before Interest & depreciation	(54,889.55)	(75,938.34)	(64,628.13)	(1,01,884.19)
Less: Interest cost on Lease Liability	1,037.80	2,061.38	1,037.80	2,061.38
Less: Depreciation and Amortization Expense	14,239.53	19,735.95	14,904.80	20,889.82
Profit/(Loss) Before Exceptional Items and Tax	(70,166.88)	(97,735.67)	(80,570.73)	(124,835.39)
Share of Net Profit/(Loss) of Associates and Joint Ventures accounted using Equity method	-	-	-	(417.55)
Exception Item	(15,920.78)	-	-	(10,029.94)
Profit/(Loss) Before Tax	(86,087.66)	(97,735.67)	(80,570.73)	(1,35,282.88)
Add/Less: Current Tax	-	-	-	-
Add/Less: Deferred Tax	106.97	3,567.76	106.97	3,567.76
Profit/(Loss) After Tax	(86,194.63)	(1,01,303.43)	(80,677.70)	(1,38,850.64)
Profit/(loss) from discontinued operations	-	-	(132.29)	-
Profit/(loss) for the Year from continuing operations	(86,194.63)	(1,01,303.43)	(80,809.99)	(1,38,850.64)
Other Comprehensive Income	99,257.02	112,429.89	99,683.16	112,412.77
Total Comprehensive Income	13,062.39	11,126.46	18,873.17	(26,437.87)

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial
Statements of the Company complied with all aspects with Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2. STATE OF COMPANY''S AFFAIRS, BUSINESS OVERVIEW AND FUTURE
OUTLOOK

On Standalone basis, the revenue from operations has decreased by about 39.75% on annual
basis to '' 39,011.88 thousand in the financial year ended March 31,2025, as compared to
'' 64,748.47 thousand in the financial year ended March 31, 2024.

On Standalone basis, the Company''s Operating Earnings/(Loss) Before Interest, Depreciation
and Taxes (EBITDA) margin stands at -140.70% of the operating income in the financial year
ended March 31,2025. The loss before tax of the current financial year on standalone basis
stand at '' 86,087.66 thousand as compared to loss before tax '' 97,735.67 thousand for the
preceding financial year.

The net loss of the current financial year on a standalone basis decreased to '' 86,194.63
thousand as compared to net loss '' 101,303.43 thousand for the preceding financial year.

During the year, there were no changes in the nature of business of the Company, the
detailed discussion on Company''s overview and future outlook has been given in the section
on ''Management Discussion and Analysis'' (MDA).

3. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director have not
recommended any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 (the Listing Regulations), the top 1000 listed companies shall formulate
a Dividend Distribution Policy. The Company does not come under the category of top
1000 listed Companies based on the market capitalization, however for Good Corporate
Governance practice, the Company has formulated its Dividend Distribution Policy, which
is available on the website of the Company and may be viewed at https://www.xelpmoc.in/
documents/Dividend%20Distribution%20policy.pdf.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the financial year under
review. For complete details on movement in Reserves and Surplus during the financial year
ended March 31, 2025, please refer to the Statement of Changes in Equity table of the
standalone financial statement of the Company.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of
Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8 (5) (v)
and (vi) of the Companies (Accounts) Rules, 2014.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES

As of March 31,2025, the Company has the following three subsidiaries, including one step-
down subsidiary and one associate Company.

a. Signal Analytics Private Limited ("Signal" or "SAPL") - Subsidiary of the Company

b. Soultrax Studios Private Limited ("Soultrax" or "SSPL") - Step- Down Subsidiary of the
Company

c. Xelpmoc Design and Tech UK Limited - Wholly-Owned Subsidiary of the Company

d. Xperience India Private Limited ("Xperience" or "XIPL") - Associate Company

During the year under review, the Company does not have any material subsidiary.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, the Company
has formulated "Policy on determining Material Subsidiaries" which is posted on website of
the Company and may be viewed at https://www.xelpmoc.in/documents/Policy%20for%20
determining%20Material%20Subsidiary.pdf

During the year under review, Mayaverse Inc., USA, ceased to be an associate entity with
effect from September 23, 2024. Further, no Company has become or ceased to be a
subsidiary, joint venture, or associate of the Company. Further, the Company does not have
any joint ventures.

7. CONSOLIDATED FINANCIAL STATEMENT

A statement providing the highlights of performance of subsidiaries & associates companies
and their contribution to the overall performance of the Company during the period under
report, are provided in Annexure A of the consolidated financial statement and therefore,
not repeated in this Report to avoid duplication.

The consolidated financial statement represents those of the Company and its subsidiaries

i.e., Signal Analytics Private Limited, Soultrax Studios Private Limited, Xelpmoc Design
and Tech UK Limited and its Associate Company i.e., Xperience India Private Limited. The
Company has consolidated its statement in accordance with the IND AS 110 - ''Consolidated
Financial Statements'' pursuant to Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015.

The audited financial statements for the year ended March 31, 2025 of Signal Analytics
Private Limited, Soultrax Studios Private Limited, and Xelpmoc Design and Tech UK Limited.,
subsidiary companies are available on the Company''s website and can be viewed at https://
www.xelpmoc.in/jointventureassociate.

8. SHARE CAPITAL

• During the year under review, there was no change in the Authorized Share Capital of
the Company.

• During the year under review, the Company issued and allotted 91,580 equity shares
upon conversion of stock options granted under the Company''s ESOP Scheme, 2019.
Consequent to this allotment, the paid-up equity share capital of the Company stands
increased to 1,47,19,993 equity shares of '' 10/- each i.e., '' 14,71,99,930/-.

• The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or employees
during the period under review.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2025, comprised of 6 (Six) Directors out of which 2 (Two) are
Independent Directors, 1 (One) is Non-Executive & Non-Independent Director and 3 (Three)
are Executive Directors including one Managing Director & CEO.

Mr. Sandipan Chattopadhyay (DIN 00794717), Managing Director & CEO, Mr. Srinivas Koora
(DIN 07227584), Whole-time Director & CFO, Mr. Jaison Jose (DIN 07719333), Whole-time
Director and Mrs. Vaishali Shetty, Whole-time Company Secretary are the Key Managerial
Personnel as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of the Company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other statutory authority.

a. Appointments/Re-appointment of Directors & Key-Managerial
Personnel of the Company

The following appointments/re-appointments were made during the year.

i. Mr. Pranjal Sharma (DIN:06788125), appointed as a Director liable to retire by rotation
at the 9^th Annual General Meeting of the members of the Company held on September
30, 2024.

ii. Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director and Chief Executive
Officer, Mr. Srinivas Koora (DIN: 07227584), Whole-time Director and Chief Financial
Officer and Mr. Jaison Jose (DIN: 07719333), Whole-time Director, of the Company re¬
appointed at the Annual General Meeting of the Members of the Company held on
September 30, 2024 for a further period of 3 (Three) years with effect from July 02, 2024
to July 01,2027.

iii. Mrs. Vandana Badiany (DIN: 07845205) was appointed as an Additional Director and
Designated as Independent Director of the Company, with effect from March 25, 2025
and further appointed for a term of 5 (five) consecutive years, upto March 24, 2030 by
way of passing the special resolution by the members of the Company through postal
ballot on June 22, 2025.

b. Resignation/Cessation of Directors of the Company

The following cessation/resignation took place during the year

i. Mr. Premal Mehta (DIN: 00090389) ceased as Independent Director of the Company
due to his sudden demise on February 3, 2025, and

ii. Mrs. Karishma Bhalla (DIN: 08729754) ceased as Independent Director with effect
from closure of business hours of March 29, 2025, due to her resignation citing pre¬
occupation and other personal commitments.

The Board placed on record its sincere appreciation for contribution made by Mr. Premal
Mehta and Mrs. Karishma Bhalla during their tenure as Independent Directors of the
Company.

c. Director liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Srinivas Koora (DIN:07227584),
Whole-time Director and CFO, being Director liable to retire by rotation shall retire at the
ensuing Annual General Meeting and being eligible for re-appointment, offers himself for
re-appointment.

The information as required to be disclosed in relation to the aforesaid re-appointment under
Regulation 36 of Listing Regulations and Secretarial Standard on General Meetings("SS-2")
will be provided in the notice of next General Meeting.

d. Independent Directors

The Company has received declarations/confirmations from each Independent Directors
under Section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing
Regulations confirming that they meet the criteria of independence as laid down in the
Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold the highest standards of integrity. Further
in terms of the rule 6(1) of Companies (Appointment and Qualification of Directors) rules,
2014, as amended all the Independent Directors of the Company have registered their
names in the online databank of Independent Directors maintained by Indian Institute of
Corporate Affairs. Further, out of the two Independent Directors as on March 31, 2025,
Mr. Tushar Trivedi has already passed the online proficiency self-assessment test, and
Mrs. Vandana Badiany will take the test in due course.

The Independent Directors are provided with all necessary documents/reports and internal
policies to enable them to familiarise with the Companies procedures and practices. The
programs undertaken for familiarizing Independent Directors with the functions and
procedures of the Company are disclosed in the Corporate Governance Report.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors of the Company were held during the year
under review. Detailed information regarding these meetings is provided in the Report on
Corporate Governance, which forms part of this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the
Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed and that no material
departures have been made from the same;

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

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

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (''NRC'') works with the Board to determine
the appropriate characteristics, skills and experience for the Board as a whole as well as for
its individual members with the objective of having a Board with diverse backgrounds and
experience in business, government, education and public service. Characteristics expected
of all Directors include independence, integrity, high personal and professional ethics, sound
business judgement, ability to participate constructively in deliberations and willingness to
exercise authority in a collective manner. The Company has in place a Policy on appointment
& removal of Directors (''Policy'').

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of
Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors
and independence of a Director.

• It lays down the criteria for Board Membership.

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and may be
viewed at https://www.xelpmoc.in/documents/Nomination%20and%20Remuneration%20
Policy-updated.pdf.

13. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations, and in accordance with
the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board
evaluation was conducted through questionnaire designed with qualitative parameters and
feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria
for performance evaluation of the Board, its Committees and individual directors including
Independent Directors covering various aspects of the Board''s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate

evaluation process, the Board has carried out the annual performance evaluation of its own
performance, the Individual Directors including Independent Directors and its Committees
on parameters such as level of engagement and contribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders etc.

Committees of the Board

The Company has several committees, which have been established as part of best corporate
governance practices and comply with the requirements of the relevant provisions of
applicable laws and statutes:

The Committees and their composition as on March 31, 2025, are as follows:

Audit Committee

1.	Mr. Tushar Trivedi	Chairman
2.	Mr. Srinivas Koora	Member
3.	Mrs. Vandana Badiany	Member

Nomination and Remuneration Committee

1.	Mrs. Vandana Badiany	Chairman
2.	Mr. Tushar Trivedi	Member
3.	Mr. Pranjal Sharma	Member

Stakeholders Relationship Committee

1.	Mr. Tushar Trivedi	Chairman
2.	Mr. Srinivas Koora	Member
3.	Mr. Jaison Jose	Member

The details with respect to the powers, roles and terms of reference etc. of the relevant
committees of the Board are given in detail in the Corporate Governance Report of the
Company, which forms part of this Report.

Further, during the year, there are no such cases where the recommendation of any
Committee of Board, have not been accepted by the Board, which is required to be accepted
as per the law.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the ambit of limit as specified in Section 135 of the Companies
Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility.
However, the directors of the Company, in their personalcapacity, are engaged in
philanthropy activities and participating for cause of upliftment of the society.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and
forming part of this Report.

16. CORPORATE GOVERNANCE

The corporate governance is an ethical business process to create and enhance value
and reputation of an organization. Accordingly, your directors function as trustee of the
shareholders and seek to ensure that the long term economic value for its Shareholders is
achieved while balancing interest of all the Stakeholders.

The Report on Corporate Governance as stipulated under Regulation 34(3) of the Listing
Regulations is presented in a separate section and forms part of this Report. The report on
Corporate Governance also contains certain disclosures required under the Companies Act,
2013.

A certificate from Mr. Manish Gupta, Practising Company Secretary, partner of VKMG &
Associates LLP, Company Secretaries, conforming compliance to the conditions of Corporate
Governance as stipulated under Regulation 34(3) of the Listing Regulation, is annexed to
Corporate Governance Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the Policy"), to provide a formal mechanism
to its directors and employees for communicating instances of breach of any statute, actual
or suspected fraud on the accounting policies and procedures adopted for any area or item,
acts resulting in financial loss or loss of reputation, leakage of information in the nature
of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud
and criminal offences. The Policy provides for a mechanism to report such concerns to
the Chairman of the Audit Committee through specified channels. The framework of the
Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the
Company, no employee including directors of the Company has been denied access to the
Chairman of Audit Committee of the Board. During the year under review, no concern from
any whistle blower has been received by the Company. The whistle blower policy is available
at the link https://www.xelpmoc.in/documents/Whistle%20Blower%20Policy.pdf.

18. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Company''s business
risks and formulates strategies to mitigate those risks. The Senior Management team, led by
the Managing Director, is responsible to proactively manage risks with appropriate mitigation
measures and implementation thereof.

Enlisted below are the key risks identified by the management and the related mitigation
measures.

Market Risk

Fluctuations in the local and global economies, political instability, and regulatory changes
can affect the technology sector. An industry downturn could adversely impact our
operations. To counteract market-specific risks, the Company plans to diversify its presence
and clientele across various regions and sectors.

Competition Risk

We operate in a highly competitive market that is witnessing an influx of new entrants. To
maintain a competitive edge, companies must embrace cutting-edge technologies and
develop innovative applications for clients. Our Company stands out due to our deep
expertise, cutting-edge technology solutions, and customer-centric offerings, which equip
us to withstand competitive pressures.

Technology Risk

The rapid pace of technological innovation, evolving business models, and the introduction
of new software and products compel organizations to adopt advanced technologies to
enhance efficiency. The success of a tech service provider hinges on its ability to deliver
impactful solutions to its clients. To manage this risk, our Company is continuously refining
our services and solutions to align with the evolving needs of the industry.

Talent Risk

The technology sector may face a significant talent shortage. At Xelpmoc, we consider
human capital our most valuable asset. Recognizing its importance to our success, we
strive to create an inclusive and diverse work environment while offering attractive benefits
to our employees. We foster a culture of innovation and entrepreneurship and provide
opportunities for employee training and development.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under
review, the Company has not given any loan or guarantee or provided security in connection
with a loan to any other body corporate or person. However, the Company has made
investment in the securities of bodies corporate, the details of the investments made
including the investments as prescribed under Section 186(2) of the Companies Act, 2013
and provision made of existing intercorporate loan, are provided in Notes Nos. 7, 8, 9 and
9a of the Standalone Financial Statement of the Company.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

The particulars of contract or arrangements or transactions entered into by the Company
with related parties, which falls under the provisions of sub-section (1) of Section 188 of the
Companies Act, 2013, though that transactions are on arm''s length basis, forms part of this
report in Form No. AOC-2 is annexed as an ''Annexure-1'' to this report.

During the year, the Company had entered into material related party transaction in
accordance with provision of SEBI Listing regulations and the policy of the Company on
materiality of related party transactions, the details of such transaction is also provided in
Form No. AOC-2 above.

The statement showing the disclosure of transactions with related parties in compliance
with applicable provision of IND AS, the details of the same are provided in Note No. 35 of
the Standalone Financial Statement. All related party transactions were placed before the
Audit Committee and the Board for approval.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at the link: https://www.xelpmoc.in/
documents/Policy%20on%20Materiality%20of%20Related%20Party%20Transactions%20
and%20Dealing%20with%20Related%20Party%20Transactions.pdf

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement
internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weakness in the design or operation was
observed. In addition to above, the Company has in place Internal Audit carried out by
independent audit firm to continuously monitor adequacy and effectiveness of the internal
control system in the Company and status of its compliances.

22. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE).

The Company has formulated following policies as required under the Listing Regulations,
the details of which are as under:

1. "Documents Preservation & ArchivalPolicy" as per Regulation 9 and Regulation
30 which may be viewed at https://www.xelpmoc.in/documents/Documents%20
Preservation%20&%20Arcihval%20Policy.pdf.

2. "Policy for determining Materiality of events/information" as per Regulation 30 which may
be viewed at https://www.xelpmoc.in/documents/Policy%20for%20Determining%20
Materiality%20of%20Information%20or%20Events.pdf.

23. AUDITORS

(a) Statutory Auditors

M/s. JHS & Associates LLP, Chartered Accountants, (Firm Registration No. 133288W/
W100099) were appointed as Statutory Auditors of the Company for a term of 5 (five)
consecutive years, from the conclusion of 8^th Annual General Meeting till the conclusion of
the 13^th Annual General Meeting of the Company. Your Company has received necessary
confirmation from them stating that they satisfy the criteria provided under Section 141 of
the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does
not contain any qualification, reservation, adverse remark or disclaimer.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company
had appointed Mr. Manish Rajnarayan Gupta, partner of M/s. VKMG & Associates LLP,
Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake
Secretarial Audit for the financial year ended March 31,2025. The Secretarial Audit Report for
the financial year ended March 31,2025, is annexed herewith and marked as ''Annexure-2''
to this Report. The Secretarial Auditor has also issued Annual Secretarial Compliance Report
for the year ended March 31,2025, as required under regulation 24A of Listing Regulations.
Further, the Secretarial Audit Report and Annual Secretarial Compliance Report does not
contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to provision of Regulation 24A of the Listing Regulations, as amended w.e.f.
December 13, 2024, the Board has recommended to the Members of the Company the
appointment of VKMG & Associates LLP, Practicing Company Secretaries (Firm Registration

No. L2019MH005300), as the Secretarial Auditor of the Company at ensuing AGM for
a term of 5 (five) consecutive financial years, commencing from the financial year 2025¬
26 to financial year 2029-30. The Secretarial Auditor have confirmed their eligibility and
qualification required under the Act and the Listing Regulations for holding the office, as the
Secretarial Auditor of the Company.

(c) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014, the Company had appointed M/s. Venu & Vinay,
Chartered Accountants to undertake Internal Audit for financial year ended March 31,2025.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit
Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its Officers or Employees, the details of which would
need to be mentioned in the Board''s Report.

25. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company, i.e.
March 31,2025 till the date of this Directors'' Report.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators / courts /
tribunals, which may impact the going concern status and the Company''s operations
in future.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee''s remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as ''Annexure-3''.

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules is provided in a
separate annexure forming part of this Report. Having regard to the provisions of the
first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company. In terms of Section 136, the
said annexure is open for inspection by the members through electronic mode. Any

member interested in obtaining such particulars may write to the Company Secretary
of the Company at [email protected]. The said particulars shall be open
for inspection by the Members at the registered office of the Company on all working
days, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m.
upto the date of AGM.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which is required to be
transferred, under the provisions of the Companies Act, 2013 into the Investor Education
and Protection Fund (IEPF) of the Government of India.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a
responsible corporate citizen, makes conscious efforts to reduce its energy consumption.
Some of the measures undertaken by the Company on a continuous basis, including during
the year, are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning system,
office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the air¬
conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical
equipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operation of the Company are not energy-intensive, hence apart from steps
mentioned above to conserve energy, the management would also explore feasible alternate
sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under
review.

(B) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technology space. The Company
has a sizeable team of Information technology experts to evaluate technology developments
on a continuous basis and keep the organisation updated.

(ii) The benefits derived:

The Company has been benefited immensely by usage of Indigenous Technology for
business operation of the Company.

(iii) The Company has not imported any technology during last three years from the
beginning of the financial year.

(iv) The Company has not incurred any expenditure on Research and Development during
the year under review.

(C) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo, during the year, is as under:

Foreign Exchange Earnings

Sr. No.	Particulars	2024-25 |	2023-24
1.	Revenue from software development	23,682.20	33,048.83
Total		23,682.20	33,048.83

Foreign Exchange Outgo

Sr. No.	Particulars	2024-25 |	2023-24
1.	Technical consultancy services	-	5,739.35
2.	Software Expenses	588.59	784.08
3.	Other Expenses	195.44	675.55
Total		784.03	7,198.98

30. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the copy of Annual Return of the Company as on March 31, 2025 is available
on the Company''s website and can be accessed at http://xelpmoc.in/documents/Annual%20
Return%20-%20FY%202024-25.pdf

31. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries
of India (ICSI).

32. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section (1)
of Section 148 of the Companies Act 2013 is not applicable to the Company.

33. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in
the Company and has zero tolerance towards any actions which may fall under the ambit
of sexual harassment at workplace. The Company has complied with provisions relating to
the constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, during the year
Internal Complaints Committee of the Company has not received any case related to sexual
harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at
https://www.xelpmoc.in/documents/Policy%20against%20Sexual%20Harassment 3.pdf

34. EMPLOYEES'' STOCK OPTION SCHEME

The Employees'' Stock Option Scheme enable the Company to hire and retain the best talent
for its senior management and key positions. The Nomination and Remuneration Committee

of the Board of Directors of the Company, inter alia, administers and monitors the Employees''
Stock Option Scheme in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 as on March 31, 2025 (cumulative position) with regard
to the Xelpmoc Employee Stock Option Scheme 2019 and Xelpmoc Employee Stock Option
Scheme 2020 are disclosed on the Company''s website which may be viewed at https://
www.xelpmoc.in/documents/ESOS%20-%20Disclosure-under-SEBI-fShare-Based-Employee-
Benefits%20and%20Sweat%20Equity)-Regulations%202021 2025.pdf

All the schemes i.e. Xelpmoc Employee Stock Option Scheme 2019 and Xelpmoc Employee
Stock Option Scheme 2020, are in compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and erstwhile SEBI (Share Based Employee Benefits)
Regulations, 2014. There were no material changes in aforesaid schemes, during the year
under review.

A certificate from the Secretarial Auditor of the Company stating that the aforesaid schemes
have been implemented in accordance with the SEBI (Share Based Employee Benefits)
Regulations, 2014 and in accordance with the resolution passed by the members shall be
placed at the ensuing Annual General Meeting for inspection by members.

35. GENERAL DISCLOSURES

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

• Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.

• Issue of debentures/bonds/warrants/any other convertible securities.

• Scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

• Instance of one-time settlement with any Bank or Financial Institution.

• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

36. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support in
Company''s growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

Registered Office: For and on behalf of the Board of Directors of

Xelpmoc Design and Tech Limited Xelpmoc Design and Tech Limited

CIN:L72200KA2015PLC082873
No.57, 13^th Cross, Novel Business Park,

Hosur Road, Anepalya,

Adugodi, Bengaluru - 560030 Sandipan Chattopadhyay Srinivas Koora

_website: _www.x_elp_moc.i_n Managing Director & CEO Whole-time Director & CFO

E-mail ID: [email protected] (DIN: 00794717) (DIN: °^7227584)

Place: Hyderabad Place: Hyderabad

Date: May 30, 2025 Date: May 30, 2025

---

Mar 31, 2024

The Board of Directors present the Company’s Ninth AnnuaL Report and the Company’s audited financial, statements for the financial, year ended March 31, 2024.

1. FINANCIAL RESULTS

The summarised financial resuLts of the Company for the financiaL year ended March 31, 2024, are presented beLow:

('' in ‘000)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	64,748.47	1,34,192.99	64,700.37	1,47,420.60
Other Income	13,523.25	15,381.21	15,097.95	16,663.89
Total Revenue	78,271.72	1,49,574.20	79,798.32	1,64,084.49
Profit/(Loss) before Interest & depreciation	(75,938.34)	(1,22,438.38)	(1,01,884.19)	(1,42,759.60)
Less: Interest cost on Lease LiabiLity	(2,061.38)	(2,537.92)	(2,061.38)	(2,537.92)
Less: Depreciation and Amortization Expense	(19,735.95)	(16,482.05)	(20,889.82)	(16,973.42)
Profit/(Loss) Before Exceptional Items and Tax	(97,735.67)	(1,41,458.35)	(1,24,835.39)	(1,62,270.94)
Share of Net Profit/(Loss) of Associates and Joint Ventures accounted using Equity method	-	-	(417.55)	(2,150.00)
Exception Item	-	-	(10,029.94)	-
Profit/(Loss) Before Tax	(97,735.67)	(1,41,458.35)	(1,35,282.88)	(1,64,420.94)
Add/Less: Current Tax	0	0	0	0
(Add)/Less: Deferred Tax	3,56776	(3,987.35)	3,567.76	(4042.11)
Profit/(Loss) After Tax	(1,01,303.43)	(1,37,471.00)	(1,38,350.64)	(1,60,378.83)
Other Comprehensive Income	1,12,429.89	(2,17,768.68)	1,12,412.77	(2,17,900.93)
Total Comprehensive Income	11,126.46	(3,55,239.68)	(26,437.87)	(3,78,279.77)

Note: The above figures are extracted from the standaLone and consolidated financiaL statements prepared in compliance with Indian Accounting Standards (Ind AS). The FinanciaL Statements of the Company compLied with aLL aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) RuLes, 2015, as amended from time to time and other reLevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

On Standalone basis, the revenue from operations has decreased by about 51.75% on annuaL basis to 64,748.47 thousand in the financial, year ended March 31, 2024, as compared to 134,192.99 thousand in the financial year ended March 31, 2023.

On StandaLone basis, the Company’s Operating Earnings/(Loss) Before Interest, Depreciation and Taxes (EBITDA) margin stands at - 97.02% of the operating income in the financiaL year ended March 31, 2024. The Loss before tax of the current financiaL year on standaLone basis stand at (97,735.67) thousand as compared to Loss before tax (1,41,458.35) thousand for the preceding financiaL year.

The net Loss of the current financiaL year on a standaLone basis decreased to (1,01,303.43) thousand as compared to net Loss (1,37,471.00) thousand for the preceding financiaL year.

During the year, there were no changes in the nature of business of the Company, the detaiLed discussion on Company’s overview and future outLook has been given in the section on ‘Management Discussion and AnaLysis’ (MDA).

3. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director have not recommended any dividend for the financiaL year under review.

As per ReguLation 43A of the SEBI (Listing ObLigation and DiscLosures Requirements) ReguLations, 2015 (the Listing ReguLations), the top 1000 Listed Companies shaLL formuLate a Dividend Distribution PoLicy. The Company does not come under the category of top 1000 Listed Companies based on the market capitaLization, however for Good Corporate Governance practice, the Company has formuLated its Dividend Distribution PoLicy, which is avaiLabLe on the website of the Company and may be viewed at https://www. xeLpmoc.in/documents/Dividend%20Distribution%20poLicy.pdf.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the financiaL year under review. For compLete detaiLs on movement in Reserves and SurpLus during the financiaL year ended March 31, 2024, pLease refer to the Statement of Changes in Equity tabLe of the standaLone financiaL statement of the Company.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) RuLes, 2014, hence there are no detaiLs to discLose as required under RuLe 8(5)(v) and (vi) of the Companies (Accounts) RuLes, 2014.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has foLLowing three Subsidiaries incLuding one Step-Down Subsidiary, one Associate Company and one Associate Entity as on March 31, 2024:

a. SignaL AnaLytics Private Limited (“SignaL” or “SAPL”) - Subsidiary of the Company;

b. SouLtrax Studios Private Limited (“SouLtrax” or “SSPL”) - Step-Down Subsidiary of the Company;

c. XeLpmoc Design and Tech UK Limited - WhoLLy-Owned Subsidiary of the Company;

d. Xperience India Private Limited (“Xperience” or “XIPL”) - Associate Company;

e. During the year, Mayaverse Inc., USA become Associate entity of the Company on ApriL 12, 2023.

During the year under review, the Company does not have any materiaL subsidiary.

Pursuant to requirements of ReguLation 16(1)(c) of the Listing ReguLations, the Company has formuLated “PoLicy on determining MateriaL Subsidiaries” which is posted on website of the Company and may be viewed at https://www.xeLpmoc.in/documents/PoLicy%20 for%20determining%20MateriaL%20Subsidiarv.pdf

No Company has become and/or ceased as Subsidiary, Joint Venture or Associate of the Company. The Company does not have any joint venture.

7. CONSOLIDATED FINANCIAL STATEMENT

The statement containing saLient features of the financiaL statements of the Subsidiary Companies, Step Down Subsidiary and Associate Company in the prescribed format

i.e., Form AOC-1 is appended as an ‘Annexure-1’ to the Board’s Report. The statement aLso provides the detaiLs of performance and financiaL position of Subsidiary Companies.

The contribution of the subsidiaries and Associate Company for the growth and expansion of the Company is provided in note 43 of the ConsoLidated FinanciaL Statement.

The consoLidated financiaL statement represents those of the Company and its Subsidiaries i.e., SignaL AnaLytics Private Limited, SouLtrax Studios Private Limited, XeLpmoc Design and Tech UK Limited and its Associate Company i.e., Xperience India Private Limited and Associate entity i.e. Mayaverse Inc. The Company has consoLidated its statement in accordance with the Ind AS 110 - ‘ConsoLidated FinanciaL Statements’ pursuant to Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) RuLes, 2015.

The Audited Financial. Statements for the year ended March 31, 2024 of Signal. Analytics Private Limited, SouLtrax Studios Private Limited, and XeLpmoc Design and Tech UK Limited, Subsidiary Companies are avaiLabLe on website of the Company and may be viewed at https://www.xeLpmoc.in/jointventureassociate.

8. SHARE CAPITAL

• During the year under review, there was no change in the Authorized Share CapitaL of the Company.

• During the year under review, the Company has issued and aLLotted 1,00,000 Equity shares upon conversion of Stock Options granted under the Company’s ESOP scheme, 2019. Consequent to this aLLotment, the paid-up Equity share capitaL of the Company stands increased to 1,46,28,413 Equity shares of '' 10/- each i.e., '' 14,62,84,130/-.

• The Company has not issued any equity shares with differentiaL rights as to dividend, voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or empLoyees during the period under review.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2024, comprised of 7 (Seven) Directors out of which 3 (Three) are Independent Directors, 1 (One) is Non-Executive & Non-Independent Director and 3 (Three) are Executive Directors incLuding one Managing Director.

Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director & CEO, Mr. Srinivas Koora (DIN: 07227584), WhoLe-Time Director & CFO, Mr. Jaison Jose (DIN: 07719333), WhoLeTime Director and Mrs. VaishaLi Kondbhar, WhoLe-time Company Secretary are the Key ManageriaL PersonneL as per the provisions of the Companies Act, 2013 and ruLes made there under.

None of the Directors of the Company have been debarred or disquaLified from being appointed or continuing as Director of Company by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

a. Appointments of Directors and Key Managerial Personnel

The foLLowing appointments were made during the year:

i. Mr. Srinivas Koora (DIN: 07227584), appointed as a Director LiabLe to retire by rotation at the 8^th AnnuaL GeneraL Meeting of the members of the Company heLd on September 30, 2023.

ii. Mr. Tushar Trivedi (DIN: 08164751) and Mr. PremaL Mehta (DIN: 00090389), Independent Directors of the Company, re-appointed to hoLd office for the second term of five consecutive years w.e.f. JuLy 02, 2023.

b. Re-appointment of Directors & Key-Managerial Personnel of the Company

The term of appointment of Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director and Chief Executive Officer, Mr. Srinivas Koora (DIN: 07227584), WhoLe-Time Director and Chief FinanciaL Officer and Mr. Jaison Jose (DIN: 07719333), WhoLe-Time Director, of the Company wiLL be expired on JuLy 01, 2024. Therefore, the Board of Directors of the Company has approved their re-appointment for a further period of 3 (Three) years with effect from JuLy 02, 2024 to JuLy 01, 2027, subject to sharehoLders approvaL at ensuing annuaL generaL meeting.

c. Director liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. PranjaL Sharma (DIN: 06788125), Non-Executive and Non-Independent Director, being Director LiabLe to retire by rotation shaLL retire at the ensuing AnnuaL GeneraL Meeting and being eLigibLe for re-appointment, offers himseLf for re-appointment.

The information as required to be discLosed in reLation to the aforesaid re-appointments under ReguLation 36 of Listing ReguLations and SecretariaL Standard on GeneraL Meetings (“SS-2”) wiLL be provided in the notice of next GeneraL Meeting.

d. Independent Directors

The Company has received decLarations/confirmations from each Independent Directors under Section 149(7) of the Companies Act, 2013 and reguLation 25(8) of the Listing ReguLations confirming that they meet the criteria of independence as Laid down in the Companies Act, 2013 and the Listing ReguLations.

The Company has aLso received requisite decLarations from Independent Directors of the Company as prescribed under ruLe 6(3) of Companies (Appointment and QuaLification of Directors) RuLes, 2014.

ALL Independent Directors have affirmed compLiance to the Code of Conduct for Independent Directors as prescribed in ScheduLe IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite quaLifications, experience and expertise and hoLd the highest standards of integrity. Further in terms of the ruLe 6(1) of Companies (Appointment and QuaLification of Directors) ruLes, 2014, as amended aLL the Independent Directors of the Company have registered their names in the onLine databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, out of the three Independent Directors as on March 31, 2024, one Independent Director Mr. PremaL Mehta on the basis of his experience has got exemption from giving onLine proficiency seLf-assessment test as prescribed under RuLe 6(4) of Companies (Appointment and QuaLification of Directors) RuLes, 2014 and Mr. Tushar Trivedi and Mrs. Karishma BhaLLa, Independent Directors have aLready passed the onLine proficiency seLf-assessment test.

The Independent Directors are provided with aLL necessary documents/reports and internal. poLicies to enabLe them to famiLiarise with the Companies procedures and practices. The programs undertaken for familiarizing Independent Directors with the functions and procedures of the Company are discLosed in the Corporate Governance Report.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Report.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been foLLowed and that no material departures have been made from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

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

(d) the Directors have prepared the annuaL accounts on a going concern basis;

(e) the Directors have Laid down internaL financiaL controLs to be foLLowed by the Company and that such internaL financiaL controLs are adequate and were operating effectiveLy; and

(f) the Directors have devised proper systems to ensure compLiance with the provisions of aLL applicable laws and that such systems were adequate and operating effectively.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works with the Board to determine the appropriate characteristics, skibs and experience for the Board as a whole as weH as for its individual members with the objective of having a Board with diverse backgrounds

and experience in business, government, education and public service. Characteristics expected of aLL Directors include independence, integrity, high personal and professional ethics, sound business judgement, abiLity to participate constructiveLy in deLiberations and wiLLingness to exercise authority in a coLLective manner. The Company has in place a Policy on appointment & removal of Directors (‘Policy’).

The saLient features of the PoLicy are:

• It acts as a guideLine for matters reLating to appointment and re-appointment of Directors.

• It contains guideLines for determining quaLifications, positive attributes for Directors and independence of a Director.

• It Lays down the criteria for Board Membership.

• It sets out the approach of the Company on board diversity.

• It Lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The Nomination and Remuneration PoLicy is posted on website of the Company and may be viewed at https://www.xeLpmoc.in/documents/Nomination%20and%20 Remuneration%20PoLicy-updated.pdf.

13. PERFORMANCE EVALUATION OF THE BOARD

The Board evaLuation framework has been designed in compLiance with the requirements under the Companies Act, 2013 and the Listing ReguLations, and in accordance with the Guidance Note on Board EvaLuation issued by SEBI on January 05, 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has Laid down the criteria for performance evaLuation of the Board, its Committees and individuaL directors incLuding Independent Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board cuLture, execution and performance of specific duties, obLigations and governance.

Pursuant to the provisions of the Companies Act, 2013 and ReguLation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaLuation process, the Board has carried out the annuaL performance evaLuation of its own performance, the IndividuaL Directors incLuding Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority sharehoLders etc.

Committees of the board

The Company has several, committees, which have been established as part of best corporate governance practices and compLy with the requirements of the reLevant provisions of applicable laws and statutes:

The Committees and their Composition as on March 31, 2024, are as follows:

Audit Committee

1. Mr. Tushar Trivedi Chairman

2. Mr. Srinivas Koora Member

3. Mr. Premal Mehta Member

4. Mrs. Karishma Bhalla Member

Nomination and Remuneration Committee

1. Mr. Premal Mehta Chairman

2. Mr. Tushar Trivedi Member

3. Mr. Pranjal Sharma Member

Stakeholders Relationship Committee

1. Mr. Tushar Trivedi Chairman

2. Mr. Srinivas Koora Member

3. Mr. Jaison Jose Member

Management Committee

1. Mr. Srinivas Koora Chairman

2. Mr. Sandipan Chattopadhyay Member

3. Mr. Jaison Jose Member

The details with respect to the powers, roles and terms of reference etc. of the relevant committees of the Board are given in detail in the Corporate Governance Report of the Company, which forms part of this Report.

Further, during the year, there are no such cases where the recommendation of any Committee of Board, have not been accepted by the Board, which is required to be accepted as per the law.

14. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your Company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility. However, the directors of the Company, in their personal capacity, are engaged in philanthropy activities and participating for cause of upliftment of the society.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section and forming part of this Report.

16. CORPORATE GOVERNANCE

The corporate governance is an ethical business process to create and enhance value and reputation of an organization. Accordingly, your directors function as trustee of the shareholders and seek to ensure that the long term economic value for its Shareholders is achieved while balancing interest of all the Stakeholders.

The Report on Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations is presented in a separate section and forms part of this Report. The report on Corporate Governance aLso contains certain discLosures required under the Companies Act, 2013.

A certificate from Mr. Manish Gupta, Practising Company Secretary, partner of VKMG & Associates LLP, Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulation, is annexed to Corporate Governance Report.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy (“the Policy”), to provide a formal mechanism to its directors and empLoyees for communicating instances of breach of any statute, actuaL or suspected fraud on the accounting poLicies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The framework of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee including directors of the Company has been denied access to the Chairman of Audit Committee of the Board. During the year under review, no concern from any whistle blower has been received by the Company. The whistle blower policy is available at the link https://www. xeLpmoc.in/documents/WhistLe%20BLower%20PoLicv.pdf.

18. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical, to ensure Long-term sustainabiLity of the business. The Company has in pLace, a strong risk management framework with reguLar appraisal by the top management. The Board of Directors reviews the Company’s business risks and formuLates strategies to mitigate those risks. The Senior Management team, Led by the Managing Director, is responsible to proactiveLy manage risks with appropriate mitigation measures and impLementation thereof.

EnListed beLow are the key risks identified by the management and the reLated mitigation measures.

Market Risk

FLuctuations in the LocaL and gLobaL economies, poLiticaL instability, and reguLatory changes can affect the technoLogy sector. An industry downturn couLd adverseLy impact our operations. To counteract market-specific risks, the company pLans to diversify its presence and cLienteLe across various regions and sectors.

Competition Risk

We operate in a highLy competitive market that is witnessing an influx of new entrants. To maintain a competitive edge, companies must embrace cutting-edge technoLogies and deveLop innovative appLications for cLients. Our company stands out due to our deep expertise, cutting-edge technoLogy soLutions, and customer-centric offerings, which equip us to withstand competitive pressures.

Technology Risk

The rapid pace of technoLogicaL innovation, evoLving business modeLs, and the introduction of new software and products compeL organizations to adopt advanced technoLogies to enhance efficiency. The success of a tech service provider hinges on its abiLity to deLiver impactfuL soLutions to its cLients. To manage this risk, our company is continuousLy refining our services and soLutions to aLign with the evoLving needs of the industry.

Talent Risk

The tech sector couLd experience a significant taLent shortage. At XeLpmoc, human capitaL is our most prized resource. AcknowLedging its importance to our success, we strive to foster a weLcoming and diverse work environment whiLe offering attractive benefits to our empLoyees. We cuLtivate a cuLture of innovation and entrepreneuriaL spirit and provide opportunities for empLoyee training and deveLopment.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under review, the Company has not given any guarantees or provided security in connection with a Loan to any other body corporate or person. However, the Company has made investment in the securities of bodies corporate and has given loan to body corporate, the details of the investments made including the investments as prescribed under Section 186(2) of the Companies Act, 2013 and Loans given are provided in Notes Nos. 7, 8, 9 and 9a of the StandaLone FinanciaL Statement of the Company.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particuLars of contract or arrangements or transactions entered into by the Company with reLated parties, which faLLs under the provisions of sub-section (1) of Section 188 of the Companies Act, 2013, though that transactions are on arm’s Length basis, forms part of this report in Form No. AOC-2 is annexed as an ‘Annexure-2’ to this report.

During the year, the Company had not entered into any contract/arrangement/ transaction with reLated parties which couLd be considered materiaL in accordance with provision of Listing reguLations and the poLicy of the Company on materiaLity of reLated party transactions.

The statement showing the discLosure of transactions with reLated parties in compLiance with appLicabLe provision of Ind AS, the detaiLs of the same are provided in Note No. 34 of the StandaLone FinanciaL Statement. ALL reLated party transactions were pLaced before the Audit Committee and the Board for approvaL.

The PoLicy on materiaLity of reLated party transactions and deaLing with reLated party transactions as approved by the Board is avaiLabLe at the Link: https://www. xeLpmoc.in/documents/PoLicv%20on%20MateriaLitv%20of%20ReLated%2QPartv%20 Transactions%20and%20DeaLing%20with%20ReLated%20Party%20Transactions.pdf

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in pLace adequate standards, processes and structures to impLement internaL financiaL controLs with reference to financiaL statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. In addition to above, the Company has in pLace InternaL Audit carried out by independent audit firm to continuousLy monitor adequacy and effectiveness of the internaL controL system in the Company and status of its compLiances.

22. LISTING REGULATIONS, 2015

The Equity Shares of the Company are Listed on BSE Limited (BSE) and NationaL Stock Exchange of India Limited (NSE).

The Company has formulated following policies as required under the Listing Regulations, the details of which are as under:

1. “Documents Preservation & Archival Policy” as per Regulation 9 and Regulation 30 which may be viewed at https://www.xeLpmoc.in/documents/Documents%020 Preservation%o20&%o20ArcihvaL%o20PoLicy.pdf.

2. “Policy for determining Materiality of events/information” as per Regulation 30 which may be viewed at https://www.xeLpmoc.in/documents/PoLicy%020for%020 Determining%o20MateriaLitv%o20of%o20Information%o20or%o20Events.pdf.

23. AUDITORS

(a) Statutory Auditors

M/s. JHS & Associates LLP, Chartered Accountants, (Firm Registration No. 133288W/ W100099) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, from the conclusion of 8^th Annual General Meeting tiLL the conclusion of the 13^th Annual General Meeting of the Company. Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

(b) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Manish Rajnarayan Gupta, partner of M/s. VKMG & Associates LLP, Practicing Company Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith and marked as ‘Annexure-3’ to this Report. The Secretarial Auditor has also issued Annual Secretarial Compliance Report for the year ended March 31, 2024, as required under regulation 24A of Listing Regulations. Further, the Secretarial Audit Report and Annual SecretariaL CompLiance Report does not contain any quaLification, reservation or adverse remark or discLaimer.

(c) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. Venu & Vinay, Chartered Accountants to undertake Internal Audit for financial year ended March 31, 2024.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board’s Report.

25. MATERIAL CHANGES AND COMMITMENTS

There were no materiaL changes and commitments, affecting the financiaL position of the Company, which has occurred between the end of the financiaL year of the Company, i.e. March 31, 2024 tiLL the date of this Directors’ Report.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and materiaL orders passed by the reguLators/courts/ tribunaLs, which may impact the going concern status and the Company’s operations in future.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median empLoyee’s remuneration and other detaiLs in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with RuLe 5(1) of the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, are forming part of this report as ‘Annexure-4’.

(b) In terms of the provisions of Section 197(12) of the Act read with RuLes 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, a statement showing the names and other particuLars of the empLoyees drawing remuneration in excess of the Limits set out in the said ruLes is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the AnnuaL Report excLuding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection by the members through eLectronic mode. Any member interested in obtaining such particuLars may write to the Company Secretary of the Company at [email protected]. The said particuLars shaLL be open for inspection by the Members at the registered office of the Company on aU working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m. upto the date of AGM.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/uncLaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government of India.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(a) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, incLuding during the year, are Listed beLow:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning system, office iUumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the airconditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical equipment.

e) Usage of energy efficient iUumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy:

The business operation of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management wouLd aLso expLore feasibLe alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year under review.

(b) Technology Absorption

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated.

(ii) The benefits derived:

The Company has been benefited immensely by usage of Indigenous Technology for business operation of the Company.

(iii) The Company has not imported any technology during last three years from the beginning of the financial year.

(iv) The Company has not incurred any expenditure on Research and DeveLopment during the year under review.

(c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo, during the year, is as under:

Foreign Exchange Earnings:

ruicign ^Awiiaiigc i—cti ¦ ¦ ¦¦ igo. ('' in ‘000)
Sr. No. Particulars	2023-24	2022-23
1. Revenue from software development	33,048.83	49,589.53
Total	33,048.83	49,589.53
Foreign Exchange Outgo: ('' in ‘000)
Sr. No. Particulars	2023-24	2022-23
1. Technical Consultancy Services	5,739.35	2,523.62
2. TraveL Expenses	0	260.66
3. Software Expenses	784.08	1,186.56
4. Other Expenses	675.55	70.65
Total	7,198.98	4,041.48

30. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with RuLe 12 of the Companies (Management and Administration) RuLes, 2014, the copy of Annual Return of the Company as on March 31, 2024 is available on the Company’s website and can be accessed at https://www.xeLpmoc.in/documents/ AnnuaL%20Return%20-%20FY%02023-24.pdf

31. SECRETARIAL STANDARD OF ICSI

The Company has compLied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and GeneraL Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

32. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the CentraL Government under sub-section (1) of Section 148 of the Companies Act 2013 is not appLicabLe to the Company.

33. PREVENTION OF SEXUAL HARASSMENT

Your Company is fuLLy committed to uphoLd and maintain the dignity of women working in the Company and has zero toLerance towards any actions which may faLL under the ambit of sexuaL harassment at workpLace. The Company has compLied with provisions reLating to the constitution of InternaL CompLaints Committee under the SexuaL Harassment of Women at WorkpLace (Prevention, Prohibition and RedressaL) Act, 2013. Further, during the year InternaL CompLaints Committee of the Company has not received any case reLated to sexuaL harassment.

The poLicy framed pursuant to the SexuaL Harassment of Women at WorkpLace (Prevention, Prohibition and RedressaL) Act, 2013 read with RuLes framed thereunder may be viewed at https://www.xeLpmoc.in/documents/PoLicy%20against%20SexuaL%20 Harassment 3.pdf.

34. EMPLOYEES’ STOCK OPTION SCHEME

The EmpLoyees’ Stock Option Scheme enabLe the Company to hire and retain the best taLent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter aLia, administers and monitors the EmpLoyees’ Stock Option Scheme in accordance with the appLicabLe SEBI ReguLations.

The appLicabLe discLosures as stipuLated under the SEBI (Share Based EmpLoyee Benefits and Sweat Equity) ReguLations, 2021 as on March 31, 2024 (cumuLative position) with regard to the XeLpmoc EmpLoyee Stock Option Scheme 2019 and XeLpmoc EmpLoyee Stock Option Scheme 2020 are discLosed on the Company’s website which may be viewed

at https://www.xeLpmoc.in/documents/ESOS%20-%20DiscLosure-under-SEBI-(Share-Based-EmpLovee-Benefits%20and%20Sweat%20Equitv)-ReguLations%202021 2024.pdf

ALL the schemes i.e. XeLpmoc EmpLoyee Stock Option Scheme 2019 and XeLpmoc EmpLoyee Stock Option Scheme 2020, are in compLiance with SEBI (Share Based EmpLoyee Benefits and Sweat Equity) ReguLations, 2021 and erstwhiLe SEBI (Share Based EmpLoyee Benefits) ReguLations, 2014. There were no materiaL changes in aforesaid schemes, during the year under review.

A certificate from the SecretariaL Auditor of the Company stating that the aforesaid schemes have been impLemented in accordance with the SEBI (Share Based EmpLoyee Benefits) ReguLations, 2014 and in accordance with the resoLution passed by the members shaLL be pLaced at the ensuing AnnuaL GeneraL Meeting for inspection by members.

35. VARIATION IN THE OBJECT OF THE ISSUE AND UTILIZATION OF THE IPO PROCEEDS

Pursuant to the provisions of Sections 13 and 27 of the Companies Act, 2013, read with the Companies (Incorporation) RuLes, 2014 and the Companies (Prospectus and ALLotment of Securities) RuLes, 2014 and SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015 and the SEBI (Issue of CapitaL and DiscLosure Requirements) ReguLations, 2018 and other appLicabLe Law and considering the expLanation for variation as stated beLow, the SharehoLders of the Company vide speciaL resoLution dated September 30, 2023 with majority of more than 90% of the voting sharehoLders voted in the favor of the resoLution, had approved the further variation in utiLization of the IPO proceeds, by way of depLoying and/or utiLise the unutiLized amount/baLance proceeds of '' 7,332 thousand of the existing object “Purchase of IT hardware and network equipment’s for deveLopment centres in KoLkata and BangaLore” towards the other IPO object of “Funding working capitaL requirements of the Company”.

Explanation for the Variation

Post Covid-19 situation, the Company has expanded more in Hyderabad as compared to BangaLore, as a resuLt of this change there has been a significant reduction in the capitaL expenditure (capex) requirements in the BangaLore and KoLkata regions. This change in operational, emphasis has naturally Led to a decreased demand for the financiaL resources that were previousLy aLLocated for capex in these areas. MeanwhiLe, the financiaL resources necessary for capex in Hyderabad were primariLy sourced from preferentiaL aLLotment funds. This weLL-considered aLLocation of funds has pLayed a cruciaL roLe in supporting the Company’s expansion efforts in the Hyderabad region. Considering decreased need for capex funds in BangaLore and KoLkata due to the operationaL reaLignment, the Company’s board of directors is proposing to redirect these funds towards enhancing the Company’s working capitaL, reflecting the Company’s adaptive approach to financiaL resource management. This strategic adjustment underscores the Company’s commitment to effective financiaL utiLization as it navigates its evoLving operationaL Landscape.

The details of the utilisation of the unutilised amount of IPO proceeds during the year ended March 31, 2024 are as foLLows:							('' in ‘000)
Objects of the issue upon variation	Amount available for utilization upon 1st variation	Utilised amount after 1st variation of objects i.e. from October 01, 2020 till year ended March 31, 2023	Utilised amount during the Period April 01, 2023 to September 30, 2023	Unutilised amount as on September 30, 2023	Amount available for utilization upon 2nd variation as stated above	Amount utilised during the Period October 01, 2023 to March 31, 2024	Unutilised amount as on March 31, 2024
Purchase of IT hardware and network equipments for development centers in KoLkata and Bangalore	8,613.40	1,281.40	-	7,332.00	-	-	-
Funding working capital requirements of the Company	1,03,465.68	1,03,465.68	-	-	7,332.0	7,332.00	-
General Corporate purposes(induding savings in offer related expenses)	10,202.56	10,202.56	-	-	-	-	-
Total	1,22,281.64	1,14,949.64	-	7,332.00	7,332.00	7,332.00	-
('' in ‘000)
Objects of the Issue for which IPO proceeds utilized						Utilization upto March 31, 2024
Purchase of IT hardware and network equipment’s for development centers in KoLkata and Hyderabad							2,543.191
Purchase of fit outs for new development centers and Hyderabad1							719.792
Funding working capitaL requirements of the Company							1,52,474.713
GeneraL corporate purposes (incLuding savings in offer reLated expenses)							45,729.49
Total							2,01,467.18

36. UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the financial, year 2021-22, the Company has issued and allotted on preferential basis 7,20,000 Equity shares of '' 10/- each fully paid-up at a price of '' 375/- per Equity share (including securities premium), aggregating '' 2,70,000.00 thousands to Foreign Portfolio Investors - Category I (QIBs).

The details of the utilisation of the proceeds as per the approved object as on March 31, 2024 is as follows:

('' in ‘000)
Proceeds utilized for	Utilisation upto March 31, 2023	Utilisation upto March 31, 2024
Investment in UK Subsidiary*	12,788.47	15,942.14
Tender Deposit for MP Tourism	9,000.00	9,000.00
Investment in Overseas Associate Entity for Business Expansion	-	20,710.43
Other General Purpose	86,085.03	229,602.93
Total Utilised	1,07,873.50	2,75,255.50*

*Further the excess utilisation is on account of profit received on mutual fund & interest earned on balance in FD accounts.

As stated above proceeds of preferential allotment have been fully utilized during the year ended March 31, 2024.

37. GENERAL DISCLOSURES

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

• Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• Issue of debentures/bonds/warrants/any other convertible securities.

• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Instance of one-time settlement with any Bank or Financial Institution.

• Application or proceedings under the Insolvency and Bankruptcy Code, 2016.

38. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, government and non-governmental agencies and bankers for their continued support in Company’s growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

1

The above stated objects was the original, object of the issue and after variation in the objects of issue the aforesaid objects has been cancelled.

¹'' 1,261.79 ('' in ‘000) utiLised before variation of the Objects of the Issue and '' 1,281.40 ('' in ‘000) utiLized after variation of the Objects of the Issue.

²UtiLised before first variation of the Objects of the Issue for original object i.e. for purchase of fit outs for new development centers in KoLkata and Hyderabad.

³'' 41,677.03 ('' In ‘000) utilised before first variation of the Objects of the Issue and '' 1,03,465.68 ('' In ‘000) utilized after first variation of the Objects of the Issue and '' 7,332.00 ('' in ‘000) utilized after second variation of the Objects of the Issue.

⁴'' 35,526.93 ('' In ‘000) utilised before first variation of the Objects of the Issue and '' 10,202.56 ('' In ‘000) utilized after first variation of the Objects of the Issue.

Further to inform you that as stated above, IPO proceeds have been fuLLy utilized during the year ended March 31, 2024.

---

Mar 31, 2023

The Directors have pLeasure in presenting their 8^th AnnuaL Report on the business and operations of the Company, together with the Audited Financial. Statements for the financial, year ended March 31, 2023 (the “Report”).

1. FINANCIAL RESULTS

The summarised financial resuLts of the Company for the financiaL year ended March 31, 2023, are presented beLow:

(Rs. in 000’s)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	1,34,192.99	80,548.23	1,47,420.60	80,548.23
Other Income	15,381.21	12,067.66	16,663.89	12,676.06
Total Revenue	1,49,574.20	92,615.89	1,64,084.49	93,224.29
Profit/(Loss) before Interest & depreciation	(1,22,438.38)	(1,34,034.46)	(1,42,759.60)	(1,33,629.20)
Less: Interest	(2,537.92)	0	(2,537.92)	0
Less: Depreciation and Amortization Expense	(16,482.05)	(893.15)	(16,973.42)	(893.15)
Profit/(Loss) Before Exceptional Items and Tax	(1,41,458.35)	(1,34,927.61)	(1,62,270.94)	(1,34,522.35)
Share of Net Profit/(Loss) of Associates and Joint Ventures accounted using Equity method	-	-	(2150.00)	(68.21)
Profit/(Loss) Before Tax	(1,41,458.35)	(1,34,927.61)	(1,64,420.94)	(1,34,590.56)
Add/Less: Current Tax	0	0	0	45.02
(Add)/Less: Deferred Tax	(3,987.35)	(6,34713)	(4042.11)	(6,292.37)
Profit/(Loss) After Tax	(1,37,471.00)	(1,28,580.48)	(1,60,378.83)	(1,28,343.22)
Other Comprehensive Income	(2,17,768.68)	1,07,272.29	(2,17,900.93)	1,07,272.30
Total Comprehensive Income	(3,55,239.68)	(21,308.19)	(3,78,279.76)	(21,070.92)

Note: The above figures are extracted from the standaLone and consolidated financiaL statements prepared in compliance with Indian Accounting Standards (Ind AS). The FinanciaL Statements of the Company compLied with aLL aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

On StandaLone basis, the Revenue from operations has increased by about 66.60% on annual, basis to 1,34,192.99 thousand in the financial, year ended March 31, 2023, as compared to 80,548.23 thousand in the financial, year ended March 31, 2022.

On Standalone basis, the Company’s Operating Earnings/(Loss) Before Interest, Depreciation and Taxes (EBITDA) margin stands at -81.86% of the operating income in the financial, year ended March 31, 2023. The Loss before tax of the current financiaL year on standaLone basis stand at (1,41,458.35) thousand as compared to Loss before tax (1,34,927.61) thousand for the preceding financiaL year.

The net Loss of the current financiaL year on a standaLone basis increased to (1,37,471.00) thousand as compared to net Loss (1,28,580.48) thousand for the preceding financiaL year.

During the year, there were no changes in the nature of business of the Company, the detaiLed discussion on Company’s overview and future outLook has been given in the section on ‘Management Discussion and AnaLysis’ (MDA).

3. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director have not recommend any dividend for the financiaL year under review.

As per ReguLation 43A of the SEBI (Listing ObLigation and DiscLosures Requirements) ReguLations, 2015 (the Listing ReguLations), the top 1000 Listed Companies shaLL formuLate a Dividend Distribution PoLicy. The Company does not come under the category of top 1000 Listed Companies based on the market capitaLization, however for Good Corporate Governance practice, the Company has formuLated its Dividend Distribution PoLicy, which is avaiLabLe on the website of the Company and may be viewed at https://www. xeLpmoc.in/documents/Dividend%20Distribution%20poLicy.pdf

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the financiaL year under review. For compLete detaiLs on movement in Reserves and SurpLus during the financiaL year ended March 31, 2023, pLease refer to the Statement of Changes in Equity tabLe of the StandaLone FinanciaL Statement of the Company.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) RuLes, 2014, hence there are no detaiLs to discLose as required under RuLe 8(5)(v) and (vi) of the Companies (Accounts) RuLes, 2014.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has foLLowing three Subsidiaries, one of them is a Step-Down Subsidiary and one Associate as on March 31, 2023:

a. Signal Analytics Private Limited (“Signal” or “SAPL”) - Subsidiary of the Company

b. Soultrax Studios Private Limited (“Soultrax” or “SSPL”) - Step- Down Subsidiary of the Company

During the year under review, SignaL AnaLytics Private Limited, Subsidiary of the Company, has acquired 54.57% stakes in SouLtrax Studios Private Limited, accordingLy SouLtrax became subsidiary of SignaL and Step-down subsidiary of our Company w.e.f May 27, 2022.

SouLtrax is engaged in the business of Content Creation

c. Xelpmoc Design and Tech UK Limited - Wholly-Owned Subsidiary of the Company

d. Xperience India Private Limited (“Xperience” or “XIPL”) - Associate Company

During the year under review, the Company has subscribed 43% stake as subscriber to MOA of Xperience India Private Limited, SpeciaL Purpose VehicLe (SPV), accordingLy Xperience India Private Limited became Associate Company w.e.f September 09, 2022.

During the year under review, the Company does not have any materiaL subsidiary.

Pursuant to requirements of ReguLation 16(1)(c) of the Listing ReguLations, the Company has formuLated “PoLicy on determining MateriaL Subsidiaries” which is posted on website of the Company and may be viewed at https://www.xeLpmoc.in/documents/PoLicy%20 for%20determining%20MateriaL%20Subsidiarv.pdf

Except above, no Company has become and/or ceased as Subsidiary, Joint Venture or Associate of the Company. The Company does not have any joint venture.

7. CONSOLIDATED FINANCIAL STATEMENT

The statement containing saLient features of the financiaL statements of the Subsidiary Companies, Step Down Subsidiaries and Associate Company in the prescribed format

i.e., Form AOC-1 is appended as an ‘Annexure-T to the Board’s Report. The statement aLso provides the detaiLs of performance and financiaL position of Subsidiary Companies.

The contribution of the subsidiaries and Associates for the growth and expansion of the Company is provided in note 43 of the Consolidated Financial. Statement.

The consolidated financial statement represents those of the Company and its Subsidiaries i.e., Signal Analytics Private Limited, Soultrax Studios Private Limited, Xelpmoc Design and Tech UK Limited and its Associate i.e., Xperience India Private Limited. The Company has consolidated its statement in accordance with the Ind AS 110 - ‘Consolidated Financial Statements’ pursuant to Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

The Audited Financial Statements for the year ended March 31, 2023 of Signal Analytics Private Limited, Soultrax Studios Private Limited, and Xelpmoc Design and Tech UK Limited., Subsidiary Companies are available on website of the Company and may be viewed at https://www.xelpmoc.in/iointventureassociate.

8. SHARE CAPITAL

• During the year under review, there was no change in the Authorized Share Capital of the Company.

• During the year under review, the Company has issued and allotted 50,000 Equity shares upon conversion of Stock Options granted under the Company’s ESOP scheme, 2019 and ESOP Scheme 2020. Consequent to these allotments, the paid-up Equity share capital of the Company stands increased to 1,45,28,413 Equity shares of f 10/- each i.e., f 14,52,84,130/-.

• The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or employees during the period under review.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31, 2023, comprised of 7 (Seven) Directors out of which 3 (Three) are Independent Directors, 1 (One) is Non-Executive & Non-Independent Director and 3 (Three) are Executive Directors including one Managing Director.

Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director & CEO, Mr. Srinivas Koora (DIN: 07227584), Whole-time Director & CFO, Mr. Jaison Jose (DIN: 07719333), Whole-time Director and Mrs. Vaishali Kondbhar, Whole-time Company Secretary are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Director of Company by the Securities and Exchange Board of

India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the period under review, following changes have been occurred:

• Mr. Jaison Jose (DIN: 07719333), appointed as a Director liable to retire by rotation at the 7^th Annual General Meeting of the members of the Company held on September 30, 2022.

• Mr. Soumyadri Bose (DIN: 02795223), Non-Executive and Non-Independent Director, resigned from the position of Directorship of the Company w.e.f. closure of working hours of May 23, 2022.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Srinivas Koora (DIN: 07227584), Whole-Time Director & CFO, being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The information as required to be disclosed under Regulation 36 of the Listing Regulations will be provided in the notice of ensuing Annual General Meeting.

c. Independent Directors

The Company has received declarations/confirmations from each Independent Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing Regulations confirming that they meet the criteria of independence as laid down in the Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity. Further in terms of the rule 6(1) of Companies (Appointment and Qualification of Directors) rules, 2014, as amended all the Independent Directors of the Company have registered their names in the online databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, out of the three Independent Directors as on March 31, 2023, one Independent Director Mr. Premal Mehta on the basis of his experience has got exemption from giving online proficiency self-assessment test as prescribed under Rule 6(4) of Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Tushar Trivedi and Mrs. Karishma Bhalla, Independent Directors have already passed the online proficiency self-assessment test.

The Independent Directors are provided with aLL necessary documents/reports and internal. poLicies to enabLe them to famiLiarise with the Companies procedures and practices. The programs undertaken for famiLiarizing Independent Directors with the functions and procedures of the Company are discLosed in the Corporate Governance Report.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors of the Company were heLd during the year under review. DetaiLed information of the meetings of the Board is incLuded in the Report on Corporate Governance, which forms part of this Report.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm and state that:

(a) in the preparation of the annual, accounts for the financial, year ended March 31, 2023, the appLicabLe accounting standards have been foLLowed and that no materiaL departures have been made from the same;

(b) the Directors have seLected such accounting poLicies and appLied them consistency 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 of the Company for that period;

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

(d) the Directors have prepared the annuaL accounts on a going concern basis;

(e) the Directors have Laid down internaL financiaL controLs to be foLLowed by the Company and that such internaL financiaL controLs are adequate and were operating effectiveLy; and

(f) the Directors have devised proper systems to ensure compLiance with the provisions of aLL appLicabLe Laws and that such systems were adequate and operating effectiveLy.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whoLe as weLL as for its individuaL members with the objective of having a Board with diverse backgrounds and experience in business, government, education and pubLic service. Characteristics expected of aLL Directors incLude independence, integrity, high personaL and professionaL ethics, sound business judgement, abiLity to participate constructiveLy in deLiberations and wiLLingness to exercise authority in a coLLective manner. The Company has in pLace a PoLicy on appointment & removaL of Directors (‘PoLicy’).

The saLient features of the PoLicy are:

• It acts as a guideLine for matters reLating to appointment and re-appointment of Directors.

• It contains guideLines for determining quaLifications, positive attributes for Directors and independence of a Director.

• It Lays down the criteria for Board Membership.

• It sets out the approach of the Company on board diversity.

• It Lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The Nomination and Remuneration PoLicy is posted on website of the Company and may be viewed at https://www.xeLpmoc.in/documents/Nomination%20and%20 Remuneration%20PoLicy-updated.pdf

13. PERFORMANCE EVALUATION OF THE BOARD

The Board evaLuation framework has been designed in compLiance with the requirements under the Companies Act, 2013 and the Listing ReguLations, and in accordance with the Guidance Note on Board EvaLuation issued by SEBI on January 05, 2017. The Board evaLuation was conducted through questionnaire designed with quaLitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has Laid down the criteria for performance evaLuation of the Board, its Committees and individuaL directors incLuding Independent Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board cuLture, execution and performance of specific duties, obLigations and governance.

Pursuant to the provisions of the Companies Act, 2013 and ReguLation 17 of the Listing ReguLations, based on the predetermined tempLates designed as a tooL to faciLitate evaLuation process, the Board has carried out the annuaL performance evaLuation of its own performance, the IndividuaL Directors incLuding Independent Directors and its Committees on parameters such as LeveL of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority sharehoLders etc.

Committees of the Board

The Company has severaL committees, which have been estabLished as part of best corporate governance practices and compLy with the requirements of the reLevant provisions of appLicabLe Laws and statutes:

The Committees and their Composition as on March 31, 2023, are as foLLows:

• Audit Committee

1. Mr. Tushar Trivedi Chairman

2. Mr. Srinivas Koora Member

3. Mr. PremaL Mehta Member

4. Mrs. Karishma BhaLLa Member

• Nomination and Remuneration Committee

1. Mr. PremaL Mehta Chairman

2. Mr. Tushar Trivedi Member

3. Mr. PranjaL Sharma Member

• Stakeholders Relationship Committee

1. Mr. Tushar Trivedi Chairman

2. Mr. Srinivas Koora Member

3. Mr. Jaison Jose Member

• Management Committee

1. Mr. Srinivas Koora Chairman

2. Mr. Sandipan Chattopadhyay Member

3. Mr. Jaison Jose Member

The details with respect to the powers, roles and terms of reference etc, of the relevant committees of the Board are given in detail in the Corporate Governance Report of the Company, which forms part of this Report.

Further, during the year, there are no such cases where the recommendation of any Committee of Board, have not been accepted by the Board, which is required to be accepted as per the Law.

14. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your Company does not fall in the ambit of Limit as specified in Section 135 of the Companies Act, 2013 read with Rule framed there under in respect of Corporate Social Responsibility. However, the directors of the Company, in their personal capacity, are engaged in philanthropy activities and participating for cause of upLiftment of the society.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under ReguLation 34(2)(e) of the Listing ReguLations is presented in a separate section and forming part of this Report.

16. CORPORATE GOVERNANCE

The Corporate Governance is an ethicaL business process to create and enhance vaLue and reputation of an organization. AccordingLy, your Directors function as trustee of the shareholders and seek to ensure that the long term economic value for its Shareholders is achieved while balancing interest of al the Stakeholders.

The Report on Corporate Governance as stipuLated under ReguLation 34(3) of the Listing ReguLations is presented in a separate section and forms part of this Report. The report on Corporate Governance aLso contains certain discLosures required under the Companies Act, 2013.

A certificate from Mr. Manish Gupta, Practising Company Secretary, partner of VKMG & Associates LLP, Company Secretaries, conforming compLiance to the conditions of Corporate Governance as stipuLated under ReguLation 34(3) of the Listing ReguLation, is annexed to Corporate Governance Report.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy (“the Policy”), to provide a formal mechanism to its directors and empLoyees for communicating instances of breach of any statute, actuaL or suspected fraud on the accounting poLicies and procedures adopted for any area or item, acts resulting in financial loss or loss of reputation, leakage of information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of office, suspected/actual fraud and criminal offences. The Policy provides for a mechanism to report such concerns to the Chairman of the Audit Committee through specified channels. The framework of the Policy strives to foster responsible and secure whistle blowing. In terms of the Policy of the Company, no employee including directors of the Company has been denied access to the chairman of Audit Committee of the Board. During the year under review, no concern from any whistle blower has been received by the Company. The whistle blower policy is available at the link https://www. xeLpmoc.in/documents/WhistLe%o20BLower%o20PoLicy.pdf

18. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the business. The Company, has in pLace, a strong risk management framework with regular appraisal by the top management. The Board of Directors reviews the Company’s business risks and formuLates strategies to mitigate those risks. The Senior Management team, Led by the Managing Director, is responsible to proactiveLy manage risks with appropriate mitigation measures and implementation thereof.

Enlisted below are the key risks identified by the management and the related mitigation measures.

Market Risk

Volatility in the LocaL and gLobaL economy, poLiticaL uncertainty, and changes in government

regulations couLd aLL have an impact on the technology business. A downturn in the industry couLd have a negative influence on the Company’s operations. The Company intends to extend its footprint and client base across numerous geographies and industries in order to mitigate market-specific risks.

Competition Risk

The Company competes in a highly competitive industry with a rapidly growing number of players. Companies must adopt new technologies and build enriching applications for clients to stay ahead of the competition. The Company’s activities are characterised by strong subject expertise, innovative technology capabilities, and compeLLing customer-focused solutions, aLLowing it to outLive the competition.

Technology Risk

Organizations wifi be driven to embrace futuristic technology to promote efficiencies as a resuLt of rapid technicaL advancements, aLtering business modeLs, and newer software and product Launches.The abiLity of a technoLogy service organisation to provide significant solutions for its customers wifi determine its success. To mitigate this risk, the Company is working to improve its services and offerings in response to changing industry demands. To mitigate this risk, the Company is working to improve its services and offerings in response to changing industry demands.

Talent Risk

The technology industry may face a significant workforce shortfafi. Human capital is the Company’s most vaLuabLe asset at XeLpmoc. Recognizing its criticaL roLe in achieving success, the Company aims to create a pLeasant and incLusive atmosphere while also providing benefits to its employees. It fosters an environment of creativity and entrepreneurship within the Company and provides training and deveLopment opportunities for empLoyees.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under review, the Company has not given any Loan to any person or body corporate or not given any guarantees or provided security in connection with a Loan to any other body corporate or person. However, the Company has made investment in the securities of bodies corporate, the detaiLs of the investments made incLuding the investments as prescribed under Section 186(2) of the Companies Act, 2013 are provided in Notes No. 8 to 10 of the StandaLone FinanciaL Statement of the Company.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particuLars of contract or arrangements or transactions entered into by the Company with reLated parties, which faLLs under the provisions of sub-section (1) of section 188 of

the Companies Act, 2013, though that transactions are on arm’s Length basis, forms part of this report in Form No. AOC-2 is annexed as an ‘Annexure-2’ to this report.

During the year, the Company had not entered into any contract/arrangement/ transaction with reLated parties which couLd be considered materiaL in accordance with provision of Listing reguLations and the poLicy of the Company on materiaLity of reLated party transactions.

The statement showing the discLosure of transactions with reLated parties in compLiance with appLicabLe provision of Ind AS, the detaiLs of the same are provided in note no. 36 of the StandaLone FinanciaL Statement. ALL reLated party transactions were pLaced before the Audit Committee and the Board for approvaL.

The PoLicy on materiaLity of reLated party transactions and deaLing with reLated party transactions as approved by the Board is avaiLabLe at the Link: https://www. xeLpmoc.in/documents/PoLicv%20on%20MateriaLitv%20of%20ReLated%20Partv%20 Transactions%20and%20DeaLing%20with%20ReLated%20Partv%20Transactions.pdf

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in pLace adequate standards, processes and structures to impLement internal financial controls with reference to financial statements. During the year, such controLs were tested and no reportabLe materiaL weakness in the design or operation was observed. In addition to above, the Company has in pLace InternaL Audit carried out by independent audit firm to continuously monitor adequacy and effectiveness of the internaL controL system in the Company and status of its compLiances.

22. LISTING REGULATIONS, 2015

The Equity Shares of the Company are Listed on BSE Limited (BSE) and NationaL Stock Exchange of India Limited (NSE). The Company has paid its AnnuaL Listing Fees to the stock exchanges for the FinanciaL Year 2023-2024.

The Company has formuLated foLLowing PoLicies as required under the Listing ReguLations, the detaiLs of which are as under:

1. “Documents Preservation & ArchivaL PoLicy” as per ReguLation 9 and ReguLation 30 which may be viewed at https://www.xeLpmoc.in/documents/Documents%20 Preservation%20&%20ArcihvaL%20PoLicy.pdf

2. “PoLicy for determining MateriaLity of events/information” as per ReguLation 30 which may be viewed at https://www.xeLpmoc.in/documents/PoLicy%20for%20 Determining%20MateriaLitv%20of%20Information%20or%20Events.pdf

23. AUDITORS

(a) Statutory Auditor

The term of existing Auditor M/s. JHS & Associates LLP, Chartered Accountants, is

going to expire at ensuing AnnuaL General. Meeting, however eLigibLe for re-appointment for Second term for the period of 5 years.

The Board of Directors of your Company has recommended the re-appointment of M/s. JHS & Associates LLP, Chartered Accountants, for Second term for the period of 5 years, to hoLd the office as Statutory Auditors of the Company from the ensuing 8^th Annual General meeting tiLL the conclusion of 13^th Annual General meeting of the Company on such remuneration as may be approved by the members at ensuing AGM.

Your Company has received necessary confirmation from them stating that they satisfy the criteria provided under section 141 of the Companies Act, 2013. The report of the Statutory Auditors forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Manish Rajnarayan Gupta, partner of M/s. VKMG & Associates LLP, Practicing Company Secretaries, as the SecretariaL Auditors of the Company to undertake Secretarial Audit for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed herewith and marked as an ‘Annexure-3’ to this Report. The Secretarial Auditor has also issued Annual Secretarial Compliance Report for the year ended March 31, 2023, as required under regulation 24A of Listing Regulations. Further, the Secretarial Audit Report and Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer.

(c) Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Company had appointed M/s. Venu & Vinay, Chartered Accountants to undertake Internal Audit for financial year ended March 31, 2023.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board’s Report.

25. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company,

i.e. March 31, 2023 tiLL the date of this Directors’ Report.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/courts/ tribunaLs, which may impact the going concern status and the Company’s operations in future.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median empLoyee’s remuneration and other detaiLs in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with RuLe 5(1) of the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, are forming part of this report as an ‘Annexure-4’.

(b) In terms of the provisions of Section 197(12) of the Act read with RuLes 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManageriaL PersonneL) RuLes, 2014, a statement showing the names and other particuLars of the empLoyees drawing remuneration in excess of the Limits set out in the said ruLes is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection by the members through eLectronic mode. Any member interested in obtaining such particuLars may write to the Company Secretary of the Company at [email protected] The said particulars shaE be open for inspection by the Members at the registered office of the Company on aLL working days, except Saturdays, Sundays and pubLic hoLidays, between 11.00 a.m. to 1.00 p.m. upto the date of AGM.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/uncLaimed amount which is required to be transferred, under the provisions of Companies Act, 2013 into the Investor Education and Protection Fund (IEPF) of the Government of India.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The discLosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with RuLe 8 (3) of the Companies (Accounts) RuLes, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy

Though business operation of the Company is not energy-intensive, the Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption. Some of the measures undertaken by the Company on a continuous basis, incLuding during the year, are Listed beLow:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of eLectricity and eLectricaL equipment air conditioning system, office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the airconditioning system.

d) PLanned Preventive Maintenance scheduLe put in pLace for eLectromechanicaL equipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy

The business operation of the Company are not energy-intensive, hence apart from steps mentioned above to conserve energy, the management would also explore feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment

There is no capital investment on energy conservation equipment during the year under review.

(B) Technology Absorption

(i) The efforts made towards technology absorption

The Company itself operates into the dynamic information technology space. The Company has a sizeable team of Information technology experts to evaluate technology developments on a continuous basis and keep the organisation updated.

(ii) The benefits derived

The Company has been benefited immensely by usage of Indigenous Technology for business operation of the Company.

(iii) The Company has not imported any technoLogy during Last three years from the beginning of the financial year.

(iv) The Company has not incurred any expenditure on Research and DeveLopment during the year under review.

(C) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo, during the year, is as under:

Foreign Exchange Earnings		(7 in 000’s)
Sr. No. Particulars	2022-23	2021-22
1. Revenue from software deveLopment	49,589.53	39,747.45
Total	49,589.53	39,747.45
Foreign Exchange Outgo		(7 in 000’s)
Sr. No. Particulars	2022-23	2021-22
1. TechnicaL consuLtancy services	2,523.62	-
2. TraveL Expenses	260.66	158.48
3. Software Expenses	1,186.56	464.96
4. Other Expenses	70.65	185.87
Total	4,041.48	809.31

30. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at https://www.xeLpmoc.in/documents/ AnnuaL%20Return%20-%20FY%202022-23.pdf

31. SECRETARIAL STANDARD OF ICSI

The Company has compLied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

32. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the CentraL Government under sub-section (1) of Section 148 of the Companies Act 2013 is not appLicabLe to the Company.

33. PREVENTION OF SEXUAL HARASSMENT

Your Company is fuLLy committed to uphoLd and maintain the dignity of women working in the Company and has zero toLerance towards any actions which may faLL under the ambit of sexuaL harassment at workpLace. The Company has compLied with provisions reLating

to the constitution of Internal. CompLaints Committee under the SexuaL Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013. Further, during the year Internal Complaints Committee of the Company has not received any case related to sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and RedressaL) Act, 2013 read with Rules framed thereunder may be viewed at https://www.xeLpmoc.in/documents/PoLicy%20against%20SexuaL%20 Harassment.pdf

34. EMPLOYEES’ STOCK OPTION SCHEME

The Employees’ Stock Option Scheme enable the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter aLia, administers and monitors the EmpLoyees’ Stock Option Scheme in accordance with the appLicabLe SEBI ReguLations.

The appLicabLe disclosures as stipulated under the SEBI (Share Based EmpLoyee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2023 (cumulative position) with regard to the XeLpmoc EmpLoyee Stock Option Scheme 2019 and XeLpmoc EmpLoyee Stock Option Scheme 2020 are discLosed on the Company’s website which may be viewed at https://www.xeLpmoc.in/documents/ESOS%20-%20DiscLosure-under-SEBI-(Share-Based-EmpLoyee-Benefits%20and%20Sweat%20Equity)-ReguLations%20-%20 2021%20-%20FY2023.pdf

ALL the schemes i.e. XeLpmoc EmpLoyee Stock Option Scheme 2019 and XeLpmoc EmpLoyee Stock Option Scheme 2020, are in compLiance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014. There were no material changes in aforesaid schemes, during the year under review.

A certificate from the Secretarial Auditor of the Company stating that the aforesaid schemes have been impLemented in accordance with the SEBI (Share Based EmpLoyee Benefits) ReguLations, 2014 and in accordance with the resoLution passed by the members shaLL be pLaced at the ensuing AnnuaL GeneraL Meeting for inspection by members.

35. GENERAL DISCLOSURES

Your Directors state that no discLosure or reporting is required in respect of the foLLowing items as there were no transactions for the same during the year under review:

• Neither the Managing Director nor the WhoLe-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• Issue of debentures/bonds/warrants/any other convertibLe securities.

• Scheme of provision of money for the purchase of its own shares by empLoyees or by trustees for the benefit of employees.

• Instance of one-time settlement with any Bank or FinanciaL Institution.

• AppLication or proceedings under the InsoLvency and Bankruptcy Code, 2016.

36. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to aLL users, vendors, government and non-governmentaL agencies and bankers for their continued support in Company’s growth and Look forward to their continued support in the future.

Your Directors wouLd aLso Like to express their gratitude to the sharehoLders for reposing unstinted trust and confidence in the management of the Company.

---

Mar 31, 2018

To

The Members of

XELPMOC DESIGN AND TECH LIMITED

The Directors have pleasure in presenting the 3rd Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS AND APPROPRIATION OF PROFITS:

(Amount in Rs.)
	Current Year 2017-2018	Previous Year 2016-2017
Revenue from Operations Other Income Total Revenues Profit before Interest & Depreciation Less : Interest Less : Depreciation and Amortization Profit/Loss before Tax Less: Current Tax Less : Tax Adjustment for earlier years Less: Deferred Tax Profit/Loss after Tax	5,36,01,344 6,10,035	1,88,38,962 81,389
	5,45,26,502	1,89,20,351
	(3,58,75,215) 34,936 12,64,143	(2,71,43,418) 54,309 5,23,055
	(3,71,74,294) - - (1,57,070) (3,70717,224)	(2,77,20,782) - - 1,57,070 (2,78,77,852)

2. STATE OF COMPANY’S AFFAIRS. BUSINESS OVERVIEW AND FUTURE OUTLOOK

During the year under review, your Company has recorded Revenue from Operations of Rs.5,36,01,344/- as compared to that of last year of Rs.1,88,38,962/-.

The Company has incurred Loss of Rs.3,70,17,224/- as compared to the loss of Rs.2,78,77,852/-for the corresponding previous year, after making provision for taxation.

Barring unforeseen circumstances, further improvement in sale and profitability is expected in the current year in view of continued efforts being made. Further your company is taking effective steps to strengthen the profitability and financial soundness of the Company.

During the year under review, there were no changes in Company’s nature of business.

3. CONSOLIDATION OF FINANCIAL STATEMENT:

The Statement containing salient features of the financial statements of the Associate and Joint Venture Company in the prescribed format i.e. AOC-t is appended as an Annexure - A’ to the Board s Report.

The Highlight of Performance of Associate Company Madworks Ventures Private Limited and Joint Venture Fortigo Network Xeipmoc Private Limited are as under:

The Associate Company has recorded Revenue from Operation of Rs. 1,16,827/- as compared to that of last year of Rs.29506/- and incurred net loss of Rs.11,96,866/- as compared to the loss of Rs.5,16,638/- for the corresponding previous year and where as the Joint Venture Company has recorded Revenue from Operation of Rs. 1,10,25,000/- and earned net profit to the tune of Rs.8,09,659/-. The share of the Company into the profit and reserve of the said Associate Company and Joint Venture has been provided in the prescribed format i.e. AOC-1 and the Consolidated Financial Results represent those of the Company and its Associate Company and Joint Venture. The Company has consolidated its results based on the Schedule III of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) in respect of Consolidation of Financial Statements (AS-21).

The line of the business of the Company and its Associate and Joint Venture Company are different, however the share of profit and reserve has been provided in the Consolidated Financial Statement, hence the financial growth of the Company to extent of such share in the Associate and Joint Venture Company have been captured in the Consolidated Financial Statement.

4. SHARE CAPITAL

- The Authorised Share Capital of the Company has been increased from Rs.5,00,00,000/-(Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each, during the year under review.

- The Paid-Up Share Capital of the Company has been increased from Rs.4,87,49,980/- to Rs.6,51,71,320/-, during year under review. The details of changes are as follows:

- The Company has issued and allotted 5,37,930 Equity Shares of Rs.10/- each at a premium of Rs.19/- per share by way of Right Issue to the existing equity shareholders of the Company on 20th May, 2017.

- The Company has issued and allotted 3,11,239 Equity Shares of Rs.10/- each at a premium of Rs.19/- per share on the preferential allotment basis on 7th July, 2017.

- The Company has issued and allotted 4,54,065 Equity Shares of Rs.10/- each at a premium of Rs.77/- per share on the preferential allotment basis on 15th November, 2017.

- The Company has issued and allotted 3,38,900 Equity Shares of Rs.10/- each at a premium of Rs.80/- per share on the preferential allotment basis on 30th January, 2018.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the period under review.

- The Company has not issued any sweat equity shares to its directors or employees, during the period under review.

5. TRANSFER TO RESERVES

The Company has incurred loss during the year under consideration; hence no amount could be transferred to general reserves.

6. BOARD MEETINGS

During the period under review, 17(Seventeen) Board of Directors Meetings were held on 18th April, 2017, 9th May, 2017, 13th May, 2017, 20,h May, 2017, 30th May. 2017, 27th June, 2017, 7,h July 2017, 25th July, 2017, 4th September, 2017, 13th September, 2017, 14m October, 2017, 26,h October, 2017, 15th November, 2017, 26th December, 2017, 18th January, 2018, 30th January, 2018 and 6th March, 2018 after giving proper notices to all the directors and the proceedings of the Board Meetings and the resolutions passed thereat have been duly recorded in the Minutes Book maintained for the purpose.

The details of Director s attendance at Board Meetings are as follows

Sr No.	Name of the Director	No. of Board Meeting Attended	Whether Present at AGM held on 29th September, 2017
1.	Mr. Sandipan Chattopadhyay	17	Yes
2.	Mr. Rajesh Dembla*	7	Not Applicable
3.	Mr. Srinivas Koora	17	Yes
4.	Mr. Jaison Jose	17	Yes
5.	Mr. Vishal Chaddha**	7	Yes

‘During the year under review, Mr. Rajesh Dembla resigned from Directorship of the Board w.e.f. July 26, 2017.

**Mr. Vishal Chaddha, who was appointed as an Additional Director of the Company w.e.f. September 13, 2017 and further his appointment was confirmed as a Director of the Company in the Annual General Meeting held on September 29, 2017.

7. detail of subsidiaries/joint ventures /associate companies

The details of Associate Company and Joint Venture are annexed in Form AOC-1 as an ‘Annexure-A’ During the year under review, Fortigo Network Xelpmoc Private Limited became Joint Venture and Madwork Venture Private Limited became Associate Company where as IFTOSI Jewels Private Limited ceased as a Associate Company. The Company did not have any subsidiary company since its inception, hence the requisite information could not be provided.

8 DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

Durinq the year under review, the Company has not issued or offered any shares under any Employee Stock Option / Purchase Scheme and also does not have any plans to introduce the same.

9. EXTRACT OF ANNUM. RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return, in Form MGT-9, prepared as at March 31, 2018, is forming part of this report as an Annexure-B.

16. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act, 2013 and rules framed thereunder, and pursuant to the Articles of Association of the Company, Mr. Srinivas Koora (DIN 07227584), Director, shall retire by rotation, and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

During the year under consideration, following changes has been occurred:

- Mr. Vishal Chaddha, was appointed as an Additional Director of the Company w.e.f. September 13, 2017 and who has been further regularized as a Director of the Company in the Annual General Meeting held on September 29, 2017.

- Mr. Jaison Jose, who was appointed as Additional Director of the Company with effect from March, 2017 and his tenure was till the date of forthcoming AGM, has been appointed as Director at the EGM held on 13th May, 2017.

- Mr. Rajesh Dembla has resigned from the Directorship of the Company w.e f. July 26, 2017.

- Mr. Abhay Kadam was appointed as a Company Secretary, KMP of the Company w.e.f. December 1, 2017.

The Company has received declarations/confirmations from each Independent Directors under section 149(7) of the Companies Act, 2013.

18. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

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

19. AUDITORS AND AUDITORS REPORT

M/s. Venu & Vijay CO., Chartered Accountants, the existing Auditors of the Company who has resigned from the Company with effect from 4th April, 2018 and M/s. JHS & Associates LLP, Chartered Accountants, appointed as Statutory Auditor of the Company at Extra-Ordinary General Meeting held on 30th April, 2018 to fill up the vacancy caused by the resignation of M/s. Venu & Vijay CO., Chartered Accountants, until the conclusion of the forthcoming Annual General Meeting of the Company.

Your Directors recommend the appointment of the M/s. JHS & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, to hold the said Office for the period of 5 years from the conclusion of ensuing S’11 Annual General meeting till the conclusion of 8th Annual General meeting of the Company on such remuneration as may be mutually decided by the Board of Directors or committee thereof and Statutory Auditors.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer; hence do not call for any comments from the Board of the Company.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor has not reported any instances of fraud committed against the Company by its officers or employees, under section 143(12) of the Companies Act, 2013.

21. DETAILS OF MATERIAL CHANGES AND COMMITMENTS

The material changes and commitments, affecting the financial position of the Company which has occurred between the ends of the financial year of the Company, i.e. March 31, 2018 and the date of Directors’ Report, i.e. July 23, 2018 as follows:

- Allotment of 65,999 equity shares of Rs.10/- each, at premium of Rs.80/-, per share by way of Preferential Allotment basis on 14th May, 2018.

- The Authorised Share Capital of the Company has been increased from Rs.11,00,00,000/-(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each

- The Company was converted into a public limited company pursuant to a special resolution passed by Shareholders on July 2, 2018 and the name of Company was changed to ‘Xelpmoc Design and Tech Limited’. Consequently, a fresh certificate of incorporation consequent upon change of name upon conversion into public company was issued by the ROC, Bengaluru on July 20,2018.

- The Company is in planning to undertake Initial Public Offering (IPO) of Equity Shares of the Company and the same has been approved by the Board at its meeting held on 23rd July, 2018.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators/courts/tribunals, which may impact the going concern status and the Company’s operations in future.

23. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of every women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at work place.

The policy framed pursuant to the legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 read with Rules framed there under may be viewed at www.xelpmoc.in.

The Company has also constituted the Internal Complaints Committee as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint, during the year under review.

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to these matters is submitted as an Annexure-D hereto.

25. COMPLIANCES OF SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

26. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, process and structures to implement internal financial control with reference to financial statements commensurate with the size and nature of business of the Company.

27. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, Government and non-governmental agencies and bankers for their continued support in Company’s growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

For & on behalf of the Board of Director of

Xelpmoc Design and Tech Limited

Piace : Mumbai Mr. Sandipan Chattopadhyay Mr. Jaleon Jose

Date : 23-07-2018 Managing Director Whole-time Director

DIN 00794717 DIN 07719333