XT Global Infotech Ltd Directors Report

Dear Members,

The Directors hereby present this Integrated Annual Report of XTGlobal Infotech Limited ("The Company" or "XTGlobal") on the business and operations of the Company along with the Audited Statements for the Financial Year ended 31 st March 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. The report shall be available on https://xtglobal.com/investors/financial- information/ as a part of Annual Report.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31 st March 2026, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	March 31,	March 31,	March 31,	March 31,
	2026	2025	2026	2025
Revenue from operations	7,243.68	7,171.24	36,872.12	23,413.92
Other Income	411.51	266.7	52.85	182.33
Total Income	7,655.19	7437.93	36,924.97	23,596.25
Total expenses	6,839.97	6,775.25	35,207,67	22,276.73
Earnings before Interest, Dividend & Tax	815.23	662.68	1,717.30	1,319.53
+ Share of net profit of associates (after Adjusting Dividend)	-	-	-	11.24
Profit before exceptional items and tax	815.23	662.28	1,717.30	1330.76
Exceptional Items
Profit before tax	815.23	662.68	1,717.30	1330.76
Tax expense:	133.76	173.25	255.19	339.6
Profit for the year	681.46	489.43	1,462.11	991.16
Total Other Comprehensive Income	-24.94	-32.85	-24.94	-32.85
Total Comprehensive Income for the year	656.52	456.59	1,437.17	958.31
Earnings per equity share Basic	0.49	0.34	0.84	0.66
Diluted	0.49	0.34	0.84	0.66

There are no material changes or commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report. Further, there has been no change in nature of business of your Company.

COMPANYS FINANCIAL PERFORMANCE

On a standalone basis, the Company reported a revenue of ^ 7243.68 lacs for FY 2025-2026, reflecting a 1.01% increase over the previous years revenue of ^ 7171.24 lacs for FY 2024-2025. The Profit After Tax (PAT) stood at ^ 681.46 lacs for FY 2025-2026, 39.23% increase from ^ 489.43 lacs for FY 2024-2025.

On a consolidated basis, the Company recorded a revenue of ^ 36,872.12 lacs for FY 2025-2026, which represents an increase of 57.34% compared to the previous years revenue of ^ 23,413.92 lacs for FY 2024-2025. The Profit After Tax (PAT) was ^ 1462.11 lacs for FY 2025-2026, which represents an increase of 47.51% compared to the previous years PAT of ^ 991.16 lacs for FY 2024-2025.

The issuance of Employee Stock Option Plans (ESOPs) and Restricted Stock Units (RSUs) during the year resulted in an increase in employee costs of ^ 32.05 lakhs for the quarter ended and ^ 206.97 lakhs for the year ended, along with a corresponding increase in the reserves of the Company.

On a consolidated basis, the Company recorded a revenue of ^ 36,872.12 lacs for FY 2025-2026 but we cannot compare them directly with previous year because from Effective December 31, 2024, the Company increased its stake in Network Objects Inc from 44.33% to 51.33%, thereby obtaining control. Accordingly, Network Objects Inc has become a subsidiary from that date. In accordance with Ind AS 110 on Consolidated Financial Statements, the Company has consolidated the financial results of Network Objects Inc on a line-by-line basis from January 06, 2025 onwards.

For the period prior to December 31, 2024, the results of the said entity were accounted for under the equity method as an associate. Consequently, the results for the quarter and year ended March 31, 2025, include the full consolidation of the subsidiary from January 1 to March 31, 2025, and therefore are not comparable with the corresponding periods of the previous year.

DIVIDEND

The Board of Directors had declared and paid an Interim Dividend of T0.05 (Five Paise) per equity share of face value of T1/- each for the financial year 2025-26.

Subsequent Event:

Subsequent to the financial year ended 31 March 2026, the Board of Directors, at its meeting held on 5 September 2026, declared an Interim Dividend of T0.05 (Five Paise) per equity share of face value of T1/- each for the financial year 2026-27. The Record Date for determining the eligibility of Members entitled to receive the Interim Dividend was fixed as 23 September 2026.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31st March 2026.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 531225) and NSE Limited, where its securities are listed.

SHARE CAPITAL

During the Financial Year 2025 -26, there is an increase in its Authorised share capital or paid-up share capital. As on 31st March 2026 the Authorised Share Capital of the Company was T 25,00,00,000/- divided into 25,00,00,000 Equity shares of T 1/- each and issued, subscribed & paid-up share capital was T 13,41,23,705 divided into 13,41,23,705 Equity Shares of T. 1/- each. This increase is due to issue and allotment of ESOP/RSU.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on March 31, 2026, the Board has 6 (Six) Directors comprising of 1 (One) Managing Director, 1 (One) Whole-Time Director, 2 (Two) Non-Executive Directors and 2 (Two) Independent Directors.

The complete list of Directors of the Company is appended below:

Sr. No	DIN/PAN	Name	Designation
1	2302179	Ramarao Atchuta Mullapudi	Managing Director
2	2448540	Vuppuluri Sreedevi	Whole-time director
3	8945305	Saibaba Karuturi	Non-Executive Independent Director
4	8835460	Venkata Appala Narasimha Raju Kalidindi	Non-Executive Independent Director
5	8835457	Malireddy Jaganadha Prasad	Non-Executive Director
6	5186948	Srinivasa Raju Kosuri	Non-Executive Director

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Kusuluri Raghuram, Chief Financial Officer and Ms. Pentela Sridhar, Company Secretary and compliance officer were the Key Managerial Personnel of the Company during the year under review.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Ms. Vuppuluri Sreedevi is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Notice is the part of the report that includes a resolution that seeks shareholders approval for the appointment Ms. Vuppuluri Sreedevi.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Companies Act 2013 and SEBI LODR Regulations 2015, namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. During the year, all recommendations made by the committees were approved by the Board.

Brief details pertaining to composition, terms of reference, meetings held and attendance of these committees during the year have been enumerated in the Corporate Governance report, which forms part of this Integrated Annual Report.

DIRECTORS LIABLE FOR RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Vuppuluri Sreedevi (DIN: 02448540 ) is liable to retire by rotation and offers herself for reappointment. The Board recommended his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 { hereinafter referred as SEBl (LODR) Regulations, 2015 } , is attached separately to this Report as Annexure - C.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, including the contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors held on 13 th March 2026 performance of nonindependent directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (Five) times in the financial year 2025-26, held on 30 May 2025, 5 August 2025, 5 September 2025, 13 November 2025 and 14 February 2026. The gap between two meetings did not exceed one hundred and twenty days as provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Sr. No	DIN	Name		Designation	30-05-2025	05-08-2025	05-09-2025		13-11-2025	14-02-2026
1	2302179	Ramarao Atchuta Mullapudi		Managing Director	Present	Present	Leave of absence		Present	Present
2	2448540	Vuppuluri Sreedevi		Whole-time director	Present	Present	Present		Present	Present
3	8945305	Saibaba Karuturi		Non-Executive Independent Director	Leave of absence	Present	Present		Present	Present
4	8835460	Venkata Appala Narasimha Raju Kalidindi		Non-Executive Independent Director	Present	Present	Present		Present	Present
5	8835457		Malireddy agannadha Prasad	Non-Executive Director	Present	Leave of absence		Present	Present	Present
6	5186948		Srinivasa Raju Kosuri	Non-Executive Director	Present	Present		Present	Present	Leave of absence
7	9340407		Srinivasa Pendyala	Non-Executive Independent Director	Present	Present		Present	Vacated after completion of the term on 23/09/25	NA

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 13 th March 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The details of the attendance appended below;

S. No	DIN/PAN	Name	Designation	13-03-2026
1	8945305	Saibaba Karuturi	Independent Director	Present
2	8835460	Venkata Appala Narasimha Raju Kalidindi	Independent Director	Present

AUDIT COMMITTEE

The Audit Committee comprises of below mentioned directors as on 31st March 2026:

S. No	DIN Number	Name of Committee members	Category of directors	Category 2 of directors	Date Of Appointment
1	08835460	Venkata Appala Narasimha Raju Kalidindi	Non-Executive - Independent Director, Chairperson	Chairperson	02-11-2020
2	08945305	Saibaba Karuturi	Non-Executive - Independent Director, Member	Member	18-04-2018
3	02448540	Vuppuluri Sreedevi	Executive Director, Member	Member	30-09-2021

There are no recommendations of the audit committee which have not been accepted by the board during the year under review. Details of terms of reference for the Audit Committee and meetings of the Audit Committee held during the year under review have been given in the Corporate Governance Report. The details pertaining to the composition and attendance of the audit committee are included in the Corporate Governance Report, which is a part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Board, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The composition of the Nomination & Remuneration Committee was in compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and of Regulation 19 of the

SEBl (LODR) Regulations, 2015 except as mentioned in corporate governance report of the Company. The Nomination & Remuneration Committee comprises of below mentioned directors as on 31 st March 2026:

s. No	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date Of Appointment
1	08945305	Saibaba Karuturi	Non-Executive - Independent Director, Chairperson	Chairperson	06-11-2020
2	08835460	Venkata Appala Narasimha Raju Kalidindi	Non-Executive - Independent Director, Member	Member	16-08-2020
3	08835457	Jagannatha Prasad Malireddy	Non-Executive - Non Independent Director, Member	Member	04-09-2021

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to consider and resolve the grievances of security holders of the Company.

The composition of the Stakeholders Relationship Committee as on 31st March, 2026 was as under:

S. No	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date Of Appointment
1	08945305	Saibaba Karuturi	Non-Executive - Independent Director, Chairperson	Chairperson	06-11-2020
2	02448540	Vuppuluri Sreedevi	Executive Director, Member	Member	18-04-2018
3	08835457	Jagannatha Prasad Malireddy	Non-Executive - Non Independent Director, Member	Member	06-11-2020

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company. None of the Independent Directors held any equity shares of your Company during the financial year ended 31st March 2026. None of the Directors had any relationships inter se.

The independent directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation

which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code mentioned hereinabove.

FAMILIARISATION PROGRAMME

These Programs aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of program for familiarization of Independent Directors with the Company are available on the Companys website at www.xtglobal.com.

The Board members are also regularly updated on changes in Corporate and Allied laws, T axation laws and related matters through presentations and updates made by the respective functional leaders. MD & WTD along with Senior leadership conducts quarterly sessions with board members sharing updates about the Companys business strategy, operations, and the key trends in the IT industry relevant for the Company. These updates help the board members to get abreast of the key changes and their impact on the Company.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are updated on the website of the Company and can be accessed at https://xtglobal.com/investors/corporate-governance-and-policies/.

EMPLOYEE STOCK BENEFIT SCHEME

Pursuant to the approval accorded by members at their Annual General Meeting held on 30th September 2020, the Nomination & Remuneration Committee of the Company formulated an employee benefit scheme "XTGlobal Infotech Limited Employees Stock Benefit Scheme - 2020" ("Scheme") in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Scheme ESBS is applicable to all permanent and fulltime employees of the Company and its Subsidiary Company whether working in India or out of India, and to the Directors whether a Whole time Director or not but, excluding Independent Director, Non- Executive Directors of the Company and its Subsidiary Company(ies) and also excluding Promoter or a person belonging to the Promoter Group; or a Director who either himself or through his Relative or through any Body Corporate, directly or indirectly, holds more than ten percent of the outstanding Equity Shares of the Company.

The eligibility of employees to receive grants under the Scheme has to be decided by the Nomination & Remuneration Committee (NRC) from time to time at its sole discretion. Vesting of the Options/RSUs shall take place in the manner determined by NRC at the time of grant and such other conditions as provided under the Scheme. The Exercise Price of each grant is determined by the NRC based on the market price at the time of the Grant.

Disclosure as per Indian Accounting Standard 102 Share Based Payment issues by ICAI

The Company has Share Based Payment arrangements during the year ended 31st March 2026. The estimated fair value of each stock option allotted under the general employee stock benefit scheme is ^31.67/- per option, depending upon the vesting date. Expenses arising from the employee stock benefit scheme amount to ^206.97 lakhs for the current year ended, as disclosed in the Annual Report.

Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time;

As required under the applicable regulations, the Diluted EPS on issue of shares pursuant to all schemes covered thereunder has been determined in accordance with Indian Accounting Standard (Ind AS) 33 - Earnings Per Share.

During the reporting period, the Company allotted equity shares pursuant to the exercise of stock options granted under its Employee Stock Option Scheme. The potential equity shares arising from such allotments have been considered in computing the Diluted EPS. The difference between Basic EPS and Diluted EPS is not significant.

Details related to Scheme

ESOP Disclosure: (as per regulation 14 of SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 and Companies Act 2013)

The Board of Directors in their report shall disclose any material change in the scheme(s) and whether the scheme(s) is / are in compliance with the regulations.

Further, the following details, inter alia, shall be disclosed on the companys website and a web-link thereto shall be provided in the report of Board of Directors.

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the Guidance note on accounting for employee share-based payments issued in that regard from time to time.

Disclosure Requirement	Particulars to be Disclosed	Disclosure
Description of the	Name of the scheme	XTGlobal Infotech Limited Employees Stock
Scheme	(ESOP/RSU/SAR, etc.)	Benefit Scheme - 2020 (ESOP & RSU)
	Nature of the scheme	Employee Stock Benefit Scheme providing Equity Stock Options (ESOPs) and Restricted Stock Units (RSUs) to eligible employees.
	Total number of options/shares	ESOPs - 30,00,000 Options; RSUs - 20,00,000
	covered	RSUs (aggregate pool of 50,00,000 equity shares).
	Eligible employees	Permanent employees of the Company, Directors (Whole-time Directors, excluding Independent Directors), and eligible employees/directors of subsidiary companies, subject to the Scheme. Promoters and persons belonging to the promoter group are excluded.
	Vesting conditions	Subject to continued employment and fulfilment of eligibility/performance criteria as determined by the Nomination and Remuneration Committee and Scheme.
	Vesting period	Minimum one year from the grant date and may extend up to four years. Suggested vesting: 25% each at the end of Years 1, 2, 3 and 4.
	Exercise period	Four years from the respective date of vesting.
	Exercise price	ESOPs - To be determined by the Nomination and Remuneration Committee based on market price (with permissible discount, not below face value). RSUs - ^1 per share.
	Maximum contractual term of	Maximum of eight years (vesting up to four
	options	years plus exercise period of four years).
Movement of	Options/RSUs outstanding at the	22,80,750
Options During	beginning of the year
the Year	Options granted during the year	Nil
	Options vested during the year	7,51,000
	Options exercised during the year	5,61,500 (3,24,000 options and 2,37,500 RSUs)
	Options forfeited/lapsed/cancelled	74,000 ESOPs lapsed during the year on leaving
	during the year	the organization by the grantees.
	Options expired during the year (if an y]	Nil
	Options outstanding at the end of the year	16,45,250
	Options exercisable at the end of the year	1,89,500
Weighted Average	WAEP of options outstanding at the	m.06
Exercise Price	beginning of the year
(WAEP)	WAEP of options granted during the year	Nil
	WAEP of options exercised during the year	m.96 per ESOP/RSU
	WAEP of options forfeited/lapsed during the year	^20.00
	WAEP of options outstanding at the end of the year	m.51
	WAEP of options exercisable at the end of the year	^20.00
Fair Value	Valuation model used (e.g., Black-	Black-Scholes Model
Measurement	Scholes/Binomial Model)
	Fair value of options at grant date	For ESOP and RSU ESOP - Rs. 30.24 RSU - Rs. 45.95
	Share price at grant date	^35.07
	Exercise price	^20.00 per ESOP and ^1.00 per RSU
	Expected volatility	50.5%
	Risk-free interest rate	7.245%
	Expected dividend yield	0%
	Expected life of options	2 years
Accounting Policy	Accounting policy adopted for employee share-based payments	The Company complies with Ind AS and follows the Fair Value Method for accounting of employee share-based payments.
	Method of recognizing employee compensation expense	Compensation cost is recognized over the vesting period.
	Basis of measurement and recognition in the financial statements	Measured and recognized in accordance with applicable Ind AS.
Employee Compensation Expense	Employee compensation expense recognized during the financial year	As disclosed in the Financial Statements.
	Corresponding credit to equity or liability, as applicable	Credited to Equity (Share-based Payment Reserve), as applicable.
Impact on Financial Statements	Effect on Profit After Tax (PAT)	As disclosed in the Financial Statements.
	Effect on Basic Earnings Per Share (EPS)	As disclosed in the Financial Statements.
	Effect on Diluted Earnings Per Share (EPS)	As disclosed in the Financial Statements.
	Any other material impact on the financial statements	As disclosed in the Financial Statements.
Cash-Settled Share-Based Payments (if applicable)	Description of cash-settled share- based payment schemes	Not Applicable. The Scheme is implemented through equity settlement only.
	Liability recognized at the beginning of the year	Not Applicable.
	Liability recognized at the end of the year	Not Applicable.
	Fair value of liability	Not Applicable.
	Expense recognized due to changes in fair value during the year	Not Applicable.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time.

Disclosure Requirement	Particulars to be Disclosed		Disclosure
Diluted Earnings	Basic Earnings Per Share (EPS)		As disclosed in the Financial Statements.
Per Share (EPS)	Diluted Earnings Per Share (EPS)		As disclosed in the Financial Statements.
	Net profit attributable to equity shareholders used for EPS calculation		As disclosed in the Financial Statements.
	Weighted average number of equity shares outstanding used for Basic EPS		As disclosed in the Financial Statements.
	Weighted average number of equity shares considered for Diluted EPS		As disclosed in the Financial Statements.
		Number of potential equity shares arising from ESOPs/RSUs/SARs and other share-based payment schemes	50,00,000
		Effect of employee stock options and other share-based payment schemes on Diluted EPS	The impact of outstanding ESOPs and RSUs on Diluted EPS has been appropriately considered in the computation of Diluted EPS, wherever dilutive, in accordance with the applicable accounting standards.
		Details of anti-dilutive potential equity shares excluded from the calculation (if any)	Anti-dilutive potential equity shares, if any, have been excluded from the computation of Diluted EPS in accordance with the applicable accounting standards.
		Reconciliation between Basic EPS and Diluted EPS (where applicable)	The reconciliation between Basic EPS and Diluted EPS is disclosed in the Notes to the Financial Statements, wherever applicable.
		Statement that Diluted EPS has been computed in accordance with the applicable Accounting Standard (AS 20/Ind AS 33 or other relevant accounting standards)	The Diluted Earnings Per Share has been computed and disclosed in accordance with the applicable accounting standards notified under Section 133 of the Companies Act, 2013 (i.e., Ind AS 33 - Earnings per Share, as applicable).

C. Details related to ESOS

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including -

Disclosure Requirement	Particulars to be Disclosed	Disclosure
ESOS Scheme Details	Date of shareholders approval	Board Approval: 05 September 2020; Shareholders Approval: 30 September 2020.
	Total number of options approved under the ESOS	30,00,000 ESOPs and 20,00,000 RSUs, aggregating to a pool of 50,00,000 equity shares.
	Vesting requirements	Options/RSUs vest subject to continued employment and fulfilment of eligibility/performance criteria as determined by the Nomination and Remuneration Committee. Minimum vesting period is one year from the date of grant.
	Exercise price	ESOPs: Exercise price to be determined by the Nomination and Remuneration Committee based on the market price (subject to applicable laws). RSUs: ^1 per share.
	Pricing formula (if exercise price is variable)	For ESOPs, the exercise price shall be determined by the Nomination and Remuneration Committee based on the market price of the shares, with such discount as may be permitted under applicable laws, provided it is not below the face value of the equity shares.
	Maximum term of options granted	Eight years from the date of grant (maximum vesting period of four years plus exercise period of four years).
	Source of shares - Primary issue	Primary issue of equity shares. The Scheme is implemented through the direct route by way of fresh allotment of equity shares upon exercise of Options/RSUs.
	Source of shares - Secondary acquisition	Not Applicable.
	Source of shares - Combination of primary and secondary	Not Applicable.
	Variation in terms of options (if	No variation in the terms of the Scheme was
	an y )	made during the financial year under review. (Modify this disclosure if any amendment to the Scheme was approved during the year.)

(ii) Method used to account for ESOPS - Fair value.

(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed - NA

(iv) Option movement during the year (For each ESOS):

Particulars	Details
Number of options outstanding at the beginning of the period	22,80,750
Number of options granted during the year	Nil
Number of options forfeited / lapsed during the year	74,000 ESOPs lapsed during the year on leaving the organization by the grantees.
Number of options vested during the year	7,51,000
Number of options exercised during the year	5,61,500 (3,24,000 options and 2,37,500 RSUs)
Number of shares arising as a result of exercise of options	5,61,500
Money realized by exercise of options (INR), if scheme is implemented directly by the company	67,17,500
Loan repaid by the Trust during the year from exercise price received	-
Number of options outstanding at the end of the year	16,45,250
Number of options exercisable at the end of the year	1,89,500

(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

Category of Options	Weighted Average Exercise Price m	Weighted Average Fair Value	Disclosure
Options whose exercise price equals or exceeds the market price of the stock	Not Applicable	Not Applicable	No options were granted during the year with an exercise price equal to or exceeding the market price of the stock.
Options whose exercise price is less than the market price of the stock	20/- per option and 01/- per RSU	31.67	All options exercised during the year had an exercise price lower than the market price of the stock.

(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to -

(a) senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Particulars	Disclosure
Senior managerial personnel as defined under Regulation 16(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Nil. No options were granted to any senior managerial personnel during the financial year under review.
Any other employee who receives a grant in any one year amounting to 5% or more of the options granted during that year	As per below mentioned table.
Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	Nil

(b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year;

Name of the Employee	Designation	Number of Options Granted	Remarks
Bharath Rampally	Vice President - Oracle Practice	4,00,000	Employee of Subsidiary Company (Granted during FY 2023-24)
Alma John	Executive Vice President - Consulting Services	4,00,000	Employee of Subsidiary Company (Granted during FY 2023-24)
Raghuram Kusuluri	Chief Financial Officer	3,00,000	Granted during FY 2023-24

(c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

(a) the weighted-average values of share price, exercise price, expected volatility, expected option

life, expected dividends, the risk-free interest rate and any other inputs to the model;

Particulars	Disclosure
Weighted-average share price	35.07
Weighted-average exercise price	20
Expected volatility	50.5
Expected option life	2 years
Expected dividends	0
Risk-free interest rate	7.245
Any other inputs to the model	No.

(b) the method used and the assumptions made to incorporate the effects of expected early exercise; Not Applicable.

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; Not Applicable.

(d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. Not Applicable.

Disclosures in respect of grants made in three years prior to IPO under each ESOS

Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such options shall also be made. - No such grant.

D. Details related to ESPS

The Company did not have any Employee Stock Purchase Scheme (ESPS) in force during the financial year under review. Accordingly, no shares were issued to employees under an ESPS and the disclosure requirements relating to the date of shareholders approval, number of shares issued, issue price, and lock-in period are not applicable.

E. Details related to SAR

The Company did not have any Stock Appreciation Rights (SAR) Scheme in force during the financial year under review. Accordingly, no Stock Appreciation Rights were granted, vested, exercised, lapsed or settled during the year, and the disclosure requirements relating to SARs under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

F. Details related to GEBS / RBS

Details relating to General Employee Benefits Scheme (GEBS)

The Company did not have any General Employee Benefits Scheme (GEBS) in force during the financial year under review. Accordingly, the disclosure requirements relating to GEBS under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

Details relating to Retirement Benefit Scheme (RBS)

The Company did not have any Retirement Benefit Scheme (RBS) in force during the financial year under review. Accordingly, the disclosure requirements relating to RBS under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

G. Details related to Trust

The Company has not established any trust for the implementation or administration of its employee share-based benefit schemes during the financial year under review. Accordingly, the disclosure requirements relating to the trust under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

Scheme Compliance status

XTGlobal Infotech Limited Employees Stock Benefit Scheme - 2020 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013. The Company has received a certificate from the Statutory Auditors of the Company certifying that ESBS- 2020 is being implemented in accordance with the SEBI Regulations and is in accordance with the resolution passed by the Members of the Company at the Annual General Meeting.

Administration of the Scheme

The Nomination & Remuneration Committee of the Board administers the Employee Stock Benefit Schemes as formulated by the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

?€? in the preparation of the annual financial statements, for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

?€? the accounting policies had been selected and applied 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 financial year ended 31st March 2026 and of the profit of the Company for that period;

?€? proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

?€? the annual accounts had been prepared on a going concern basis;

?€? internal financial controls, to be followed by the Company, had been laid down and these controls are adequate and were operating effectively; and 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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arms length basis and were in the ordinary course of the business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and the Board of Directors, pursuant to applicable provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013. Prior omnibus approval of the Audit Committee has been obtained for the transactions which were repetitive in nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit

Committee and the Board of Directors. The policy on Related Party Transactions, as approved by the Board, is available at the Companys website.

No Contract or Agreement was executed between the Company and any of the Related Party which was not at arms- length price during the period under review. The particulars of related party transactions in prescribed Form AOC - 2 are attached as "Annexure-A."

CORPORATE SOCIAL RESPONSIBILITY

XTGlobals CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at: https://xtglobal.com/investors/corporate-governance-and-policies/. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2025- 26 have been utilized for the purpose and in the manner approved by the Board.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. Formulation of Risk Committee is not applicable to the Company as per the applicable provisions. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

AUDITORS

Statutory Auditors:

The Members, at the Thirty Third Annual General Meeting of the Company held on 29th September, 2021, had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, for the appointment of M/s. C. Ramachandram & Co., Chartered Accountants (Firm Registration No. 002864S), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 33 rd Annual General Meeting until the conclusion of the 38th Annual General Meeting, on such remuneration as may be determined by the Board of Directors.

The present term of M/s. C. Ramachandram & Co., Chartered Accountants, as the Statutory Auditors of the Company expires at the conclusion of the 3 8th Annual General Meeting. The Board of Directors, based on the recommendation of the Audit Committee, has recommended their re-appointment as the Statutory Auditors of the Company for a further term of five consecutive years, from the conclusion of the 38th Annual General Meeting until the conclusion of the 43rd Annual General Meeting of the Company, subject to the approval of the Members.

The Statutory Auditors have confirmed that they satisfy the criteria of independence and are eligible for re-appointment in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. There are no qualifications, reservations, adverse remarks or disclaimers in the Auditors Report for the financial year ended 31st March 2026. The observations made in the Auditors Report and the Notes to Accounts are self-explanatory and do not require any further clarification or explanation.

There were no instances of fraud in or by the Company during the financial year under review which are required to be reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

A representative of the Statutory Auditors attended the previous Annual General Meeting of the Company held on 29th September 2025.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s. VCSR & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a continuous term of five financial years commencing from conclusion of 37 th AGM.

The Secretarial Audit of the Company for the financial year 2025-26 was conducted by the Secretarial Auditor appointed for the said financial year, and the Secretarial Audit Report in Form MR-3 is annexed to this Report as . The said report does not contain any qualification, reservation

or adverse remark.

Internal Auditor:

Pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014, M/s. T Mohan & Associates, Chartered Accountants, Hyderabad, were appointed as the Internal Auditors of the Company for the Financial Year 2025-26 and have been re-appointed for the Financial Year 2026-27.

The significant audit observations, recommendations and the status of implementation thereof are periodically reviewed by the Audit Committee. Matters requiring the attention of the Board, if any, are duly reported. There were no adverse remarks or qualifications reported by the Internal Auditors in respect of the accounts of the Company for the Financial Year 2025-26.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non-financial information, to enable the Members to take well-informed decisions and have a better understanding of the Companys long-term perspective. The Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, Technology Absorption

The Company is committed towards conservation of energy and climate action towards Environmental Sustainability. The details as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption the Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Companys operations do not require significant import of technology. Your Company has also taken steps for a conversation of Energy at the Office. Initiatives in new premises of vizag office infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply, and use of LEDs.

Foreign Exchange Earnings and Outgo

Earning: Rs. 5319.38 Lakhs Outgo: Rs 856.80 Lakhs

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual return as on 31st March, 2026 is available on Companys website and the copy of the annual return can be accessed at https://xtglobal.com/investors/shareholders-information/

INTERNAL FINANCIAL CONTROL

The Company has internal financial controls which are adequate and operate effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Companys policies, the safeguarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness, inefficiency or inadequacy in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the reporting period, no loans, investments, guarantees, or security were executed by the Company in respect of provisions of section 185 of the Companies Act, 2013. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES

Your Company has two foreign subsidiary companies, i.e. XTGlobal Inc. (USA) and Network Objects Inc. During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 137 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.xtglobal.com. Further, the Company does not have any joint venture during the year or at any time after the closure of the year and till the date of the report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures. The Company has an internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee. The concerned executives monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"), under your Company has formulated a mechanism called "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company. The policy permits all the directors and employees to report their concerns to the Competent Authority, Chairman/Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee. The policy with the designation and address of the Competent Authority, Chairman/Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company. The Whistle Blower Policy is made available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it is made available on the website of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of sexual harassment matters under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is uploaded on the website of the Company at: https://xtglobal.com/investors/corporate- governance- and-policies/

INTERNAL COMPLAINTS COMMITTEE:

S.No.	Name	Designation	Position Held
A. Hyderabad - Telangana
1.	Sulochana Rani Yedla	Senior Project Manager	Presiding Officer
2.	Balakotaiah Papana	Senior UI Developer	Member
3.	Rajasekhar Reddy Chilipireddy	Senior DBA	Member
4.	Ambika Lahoti	Accounting Specialist	Member
5.	Jaya Lakshmi	External Member	External Member
B. Vizag - Andhra Pradesh
1.	Jyothi Ramya (PO)	Team Lead	Presiding Officer
2.	Padmavathi Pediredla	Senior HRBP (DS)	Member
3.	Srisri Tummu	Sr Test Engineer	Member
4.	Arun Sai Babu Banka	Support Engineer	Member
5.	Jaya Lakshmi	3rd Party Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Following are the details of the complaints received by your Company during FY 2025-26:

S. No.	Particulars	Number of cases
1.	No. of complaints received	0
2.	No. of complaints disposed of	0
3.	No. of cases pending for more than 90 days	0

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet. There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26 . Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there are no instances of non-compliance with the requirement of the Act.

INSURANCE

Your Companys Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated. Your Company particular in implementing and complying with the norms of Corporate Governance and complying all the mandatory requirements as specified in Regulations 17 to 27, clause (b) to (i) of sub-regulation (2)of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance covering among others composition, details of meetings of the Board and Committees along with a certificate of compliance with the conditions of Corporate Governance in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Report as Annexure - D .

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company formulates the criteria for determining the qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability of individual Board members, the Committee takes into account factors such as educational and professional background, general understanding of the Companys business dynamics, standing in the profession, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of their appointment / reappointment as per the criteria prescribed under the provisions of the Act and the rules made thereunder and the Listing Regulations. The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions 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 given below: Directors Name of each director to the median remuneration of the employees of the Company for the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive directors	2.26

*No remuneration other than sitting fee is paid to Non-executive Independent Director of the company.

The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Designation	% Increase in Remuneration in the Financial Year
Directors	No remuneration other than sitting fee is paid to Non-executive Independent Director of the company
Chief Executive Officer	The company has not appointed Chief Executive Officer during the financial year
Chief Financial Officer	The remuneration of the Chief Financial Officer has increased by 7.56% compared to the previous year.
Company Secretary	The remuneration of the Company Secretary has increased by 8.67% compared to the previous year.

The number of permanent employees on the rolls of Company (As on 31st March 2026): 533 Employees (Male - 350 & Female - 183)

Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 9.01% for personnel other than managerial personnel. No managerial remuneration was paid by the XTGlobal Infotech Limited for the financial year 2025-26 except remuneration paid to Mrs. Vuppuluri Sreedevi.

Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per the remuneration policy of the Company. There are no employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company- None

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

During the reporting period, there were no material changes and commitments affecting the financial position of your Company which could have an impact on its future operations or its status as a "Going Concern". No significant material order has been passed by the regulators, courts, or tribunals impacting the going concern status during the period from April 2025 to March 2026.

HUMAN RESOURCE DEVELOPMENT

Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment; therefore, Company has provided work from home facility to its maximum employees to prevent employees and their families from viral infections. Your company is organizing training programs wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the webinars organized by the external agencies related to the areas of their operations.

MAINTAINANCE OF COST RECORDS

The maintenance of cost records under sub-section (1) of section 148 of the Act, not applicable to the company.

INSIDER TRADING REGULATIONS

Your Company is compliant Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct on Prohibition of Insider Trading (Insider Trading Code). The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31st March 2026. Their Certificate is annexed to this Directors Report.

GENERAL DISCLOSURE

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

?€? Issue of equity shares with differential rights as to dividend, voting or otherwise,

?€? Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future,

?€? Change in the nature of business of your Company,

?€? Application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016,

?€? One time settlement of loan obtained from the Banks or Financial Institutions,

?€? Revision of financial statements and Directors Report of your Company

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitude to the Central Government, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company. The Board of Directors wishes to express its appreciation to all the employees of the Company for their contribution to the growth of the Company. The Directors appreciate and value the contribution made by every member of the XTGlobal Family. The Board especially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of Board of Directors of XTGlobal Infotech Limited

Date: 5 th September 2026	Sd/-
Place: Hyderabad	K V A. Narasimha Raju
	Director
	DIN:08835460