Xtranet Technologies Ltd Directors Report

The Company achieved Total Revenue of 25,444.07 lakhs (Standalone) and 27,608.15 lakhs (Consolidated) during FY 2024-25 as compared to 22,681.01 lakhs and 23,294.07 lakhs respectively in FY 2023-24, registering a year-on-year growth of approximately 12% (Standalone) and 19% (Consolidated). The Net Profit after Tax for FY 2024-25 stood at 2,749.85 lakhs (Standalone) and 3,003.47 lakhs (Consolidated) as against 1,055.74 lakhs and 1,094.25 lakhs respectively in the previous year, showing a substantial improvement in profitability.

During the year under review, the Board of Directors has not proposed to transfer any amount to the General Reserves and the entire profit has been retained in the Profit & Loss Account, in accordance with the provisions of the Companies Act, 2013.

To conserve resources for future business requirements, the Board of Directors has not recommended any dividend for the financial year 2024-25.

Board Meetings

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Notice, Agenda and Notes on agenda duly circulated to Board before the Board Meeting. During the year under review, 24 (Twenty-Four) meetings of the Board of Directors were held. The dates of the meetings are provided hereinbelow:

Directors not presented at the meeting, if any, were granted leave of absence.

Further, the intervening gaps between the meetings were within the period prescribed under the Companies Act, 2013. Applicable Secretarial Standards in respect of the Meeting of the Board of Directors were compiled by the Company.

General Meetings

During the year under review, the Company convened the following General Meetings:

Annual General Meeting (AGM): The 23rd Annual General Meeting of the Company was held on 30.09.2024 in compliance with the provisions of the Companies Act, 2013.

Extraordinary General Meeting(s) (EGM): The Company convened 3 (three) Extraordinary General Meeting(s) during the year on 25.07.2024, 14.09.2024 and 31.03.2025, for transacting special business(es) as per the notice of the meetings.

The quorum was present throughout the meetings.

There has been no change in the nature of business of the Company during the year under review.

During the year under review, there was no change in the status of the Company however after the closure of financial year, the Company was converted into a Public Limited Company with effect from 2nd July, 2025 and is now known as XTRANET TECHNOLOGIES LIMITED.

The Company has a risk management framework to identify, evaluate and mitigate business risks. The same is reviewed periodically by the Board.

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Mrs. Shiney Sukhbir (DIN: 06643360) was appointed as an Additional Director of the Company with effect from 20th January, 2025.

Further, in terms of Section 203 of the Companies Act, 2013, the following Key Managerial Personnel were appointed with effect from 20th January, 2025:

Mr. Chetan Anand as Chief Financial Officer (CFO). Mrs. Kavita Malik as Company Secretary.

During the period under review, the Company was a Private Limited Company and, accordingly, the provisions relating to appointment of Independent Directors were not applicable. Hence, the Company did not have any Independent Director on its Board, and the disclosure required under Section 134(3)(d) of the Companies Act, 2013, relating to the statement by Independent Directors, is not applicable to the Company.

However, subsequent to the closure of the financial year, the Company has been converted into a Public Limited Company. In compliance with the applicable provisions of the Companies Act, 2013, the Company has initiated the process for appointment of the requisite number of Independent Directors and for the constitution of mandatory committees of the Board, including the Audit Committee and the Nomination and Remuneration Committee, which were not applicable during the period under review.

Except as stated above, there were no other changes in the Directors and Key Managerial Personnel of the Company during the year.

10. Subsidiaries, Joint Ventures and Associates

During the year under review, the Company had the following subsidiaries:

Xtranet BPO Private Limited (90.24% shareholding) Xtratrust Digisign Private Limited (75.00% shareholding) Xtrasynergy Solutions Private Limited (51.00% shareholding)

Further, the Company also has an Associate Company in Dubai, namely Extranet Technology Solutions LLC, Dubai.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries and associate company in the prescribed Form AOC-1 is attached as Annexure A to this Report.

11. Share Capital

a. During the year under review, the Authorised Share Capital of the Company was increased from 9,50,00,000/- (Rupees Nine Crores Fifty Lakhs only) to 55,00,00,000/- (Rupees Fifty-Five Crores only) in EGM held on 31^st March 2025.

b. The Issued, Subscribed and Paid-up Share Capital of the Company has increased from 6,89,89,400/- to 7,83,03,400/- pursuant to the allotment of 9,31,400 equity shares of 10/- each at a premium of 315/- per share, through the Private Placement process, in accordance with the special resolution passed at the Extra-Ordinary General Meeting held on 14th September, 2024.

The Company has not issued any shares with differential voting rights or sweat equity shares, and it has not granted any stock options to its employees during the year under review in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

12. Auditors and Audit Report

M/s Nagendra Pawaiya & Co., Chartered Accountants (Firm Registration No. 09541C), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30/09/2024 for a term of five consecutive years, i.e., up to the conclusion of the FY 2028-29, in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013.

The Auditors Report on the financial statements of the Company for FY 2024-25 does not contain any qualification, reservation or adverse remark. The observations made in the Auditors Report are self-explanatory and do not require any further comments under Section 134(3)(f) of the Companies Act, 2013.

Adoption of Indian Accounting Standards (IND AS)

In compliance with the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (IND AS) with effect from FY 2024-25. Accordingly, the financial statements of the Company for FY 2024-25 have been prepared in accordance with IND AS. The impact of transition from previous GAAP to IND AS has been disclosed in the Notes to Accounts forming part of the financial statements.

13. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st March, 2025 is available on the Companys website at: [https://xtranetindia.com/].

14. Particulars of Loans, Guarantees and Investments

Details of loans given, guarantees provided and investments made by the Company under Section 186 of the Companies Act, 2013 and the rules made thereunder, are disclosed in the Notes to the Financial Statements, which form an integral part of this Annual Report.

15. Related Party Transactions

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable rules made thereunder.

Further, there were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not applicable.

16. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility Committee.

The Company has complied with the statutory obligations relating to CSR for the financial year 2024-25. A brief outline of the CSR Policy, including the overview of projects undertaken, the web link to the CSR Policy, and the Annual Report on CSR activities in the prescribed format, is annexed herewith as Annexure B to this Report.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows: -

Foreign Exchange Earnings and outgo: The foreign exchange earnings and outgo during the financial year ended 31st March, 2025 are duly disclosed in the relevant notes to the financial statements, which form part of this Annual Report.

18. Directors Responsibility Statement:

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care 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;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

19. Sexual Harassment of Women at Workplace

The Company has adopted a policy on prevention of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been constituted as required under the Act.

During the financial year 2024-25, the Company has not received any complaints of sexual harassment.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

20. Maternity benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

21. Particulars of Employees

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is confirmed that no employee of the Company was in receipt of remuneration exceeding the limits prescribed under the said Rules during the year under review.

22. Material Changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

23. Confirmation on no fraud, misfeasance or any irregularity in the company

There were no instances of fraud, misfeasance or irregularity detected and reported by the auditors during the financial year 2024-25.

24. Acceptance of Deposits

The Company has neither invited nor accepted any deposit from public or from its shareholders within the meaning of Section 73 of the Companies Act, 2013 as amended by Companies (Amendment) Rules, 2017 and further amended by Companies (Amendment) Rules, 2019 read with Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

25. Internal Control Systems

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

Timely and accurate financial reporting in accordance with applicable accounting standards.

Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

Compliance with applicable laws, regulations and management policies.

26. Other Disclosures

i. During the period under review, the company is not required to maintain cost records as specified by the central government u/s 148 of the Companies Act, 2013. ii. During the year under review, the Company was not required to transfer any amount in the Investor Education and Protection Fund Account. iii. A petition under section 9 of the Insolvency and Bankruptcy Code, 2016 and Case under Section 138 of the Negotiable Instruments Act, 1881 was filed by M/s Continental Engines Private Limited against the Company for outstanding amount of Rs. 22.40 Crores. The matter is pending before NCLT, Delhi Bench. The Company has contested the claim and no admission order has been passed as at March 31, 2025 as well as on the date of this Board Report. iv. There were no instances of one-time settlement with any Bank or Financial Institution during the year. v. The Company has not purchased its own shares, either directly or indirectly, during the year under review.

27. Acknowledgment

Your Directors thanks the Government of India, various State Government and their concerned Department/ Agencies / Regulatory Authorities for their continued support and cooperation. The Directors also wish to place on record the support extended by various Banks, Financial Institutions and every stakeholder of the company.

The Director further wished to appreciate and value the contributions made by every employee of the company.

For and on behalf of the Board of Directors XTRANET TECHNOLOGIES LIMITED