Xelpmoc Design and Tech Ltd Directors Report

Dear Members,

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

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2025 is summarised below:

in ‘000

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
Tax Profit/(Loss) Before ExceptionalItems and	(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 COMPANYS 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 Companys 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 Companys 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 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 Companys 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 Companys 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 reappointed 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 preoccupation 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 beingeligibleforre-appointment,offershimself 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 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 -assessment test, and proficiencyself Trivedi has already passed the online 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 Directorshavetakenproperandsufficient 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, 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 Boards 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
from Mr. Manish Gupta, Practising
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 specifiedin 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.

Acertificate 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 Companys 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 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 provider hinges enhanceefficiency. 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 to continuously monitor 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 impact Companies Act, 2013, though that transactions are on arms length basis, forms part of this our 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 adequacy and effectiveness of the internal independentauditfirm 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%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 8th Annual General Meeting till the conclusion of the 13th 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, 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) 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 Boards 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 Companys operations in future.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employees 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 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 vaishali.kondbhar@xelpmoc.in. 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 to reduce its energy consumption.responsiblecorporatecitizen,makes conscious efforts 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 absorption: (i)Theefforts madetowardstechnology

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

in ‘000

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

in ‘000

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 Companys 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. from the Secretarial Auditor of 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 Companys website which may be viewed at https:// www.xelpmoc.in/documents/ESOS%20-%20Disclosure-under-SEBI-(Share-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.

stating that the aforesaid schemes Acertificate 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 Companys 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, 13th Cross, Novel Business Park,
Hosur Road, Anepalya,
Adugodi, Bengaluru - 560030	Sandipan Chattopadhyay	Srinivas Koora
website: www.xelpmoc.in	Managing Director & CEO	Whole-time Director & CFO
E-mail ID: vaishali.kondbhar@xelpmoc.in	(DIN: 00794717)	(DIN: 07227584)
	Place: Hyderabad	Place: Hyderabad
	Date: May 30, 2025	Date: May 30, 2025