Xelpmoc Design and Tech Ltd

Dear Members,

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

The summarised financial results of the Company for the financial year ended March 31, 2024, are presented below:

(Rs in ‘000)

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.

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

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

The net loss of the current financial year on a standalone basis decreased to (1,01,303. thousand as compared to net loss (1,37,471.00) thousand for the preceding financial year

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

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 .

The Company has not transferred any amount to the reserves during the financial under review. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the Statement of Changes in Equity table of the standalone financial statement of the Company.

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.

The Company has following three Subsidiaries including one Step-Down Subsidiary, one Associate Company and one Associate Entity as on March 31, 2024: a. Signal Analytics Private Limited ("Signal" or "SAPL") - Subsidiary of the Company;

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

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

d. Xperience India Private Limited ("Xperience" or "XIPL") - Associate Company; . e. During the year, Mayaverse Inc., USA become Associate entity of the Company on April 12, 2023.

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

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

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

The statement containing salient features of the financial statements of the Subsidiary Companies, Step Down Subsidiary and Associate Company in the prescribed format i.e., Form AOC-1 is appended as an ‘Annexure-1' to the Board's Report. The statement also provides the details of performance and financial position of Subsidiary Companies.

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

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

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

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

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

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

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

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

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

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

The following appointments were made during the year: i. Mr. Srinivas Koora (DIN: 07227584), appointed as a Director liable to retire by rotation at the 8^th Annual General Meeting of the members of the Company held on September 30, 2023. ii. Mr. Tushar Trivedi (DIN: 08164751) and Mr. Premal Mehta (DIN: 00090389), Independent Directors of the Company, re-appointed to hold office for the second term of consecutive years w.e.f. July 02, 2023.

The term of appointment of Mr. Sandipan Chattopadhyay (DIN: 00794717), Managing Director and Chief Executive Officer, Mr. Srinivas Koora (DIN: 07227584), Whole-Time Director and Chief Financial Officer and Mr. Jaison Jose (DIN: 07719333), Whole-Time Director, of the Company will be expired on July 01, 2024. Therefore, the Board of Directors of the Company has approved their re-appointment for a further period of 3 (Three) years with effect from July 02, 2024 to July 01, 2027, subject to shareholders approval at ensuing annual general meeting.

In terms of Section 152 of the Companies Act, 2013, Mr. Pranjal Sharma (DIN: 06788125), Non-Executive and Non-Independent Director, being Director liable to retire by rotation shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.

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

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

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

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

In the opinion of the Board, Independent Directors of the Company possess requisite qualifications, experience and expertise and hold the highest standards of integrity. Further in terms of the rule 6(1) of Companies (Appointment and Qualification of Directors) rules, 2014, as amended all the Independent Directors of the Company have registered their names in the online databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, out of the three Independent Directors as on March 31, 2024, one Independent Director Mr. Premal Mehta on the basis of his experience has got exemption from giving online proficiency self-assessment test as prescribed under Rule 6(4) of Companies (Appointment and Qualification of Directors) five Rules, 2014 and Mr. Tushar Trivedi and Mrs. Karishma Bhalla, Independent Directors have already passed the online proficiency self-assessment test.

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

Governance Report.

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

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm and state that: (a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

(c) the Directors have taken proper and sufficient care for the maintenance 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.

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

The salient features of the Policy are:

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

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

It lays down the criteria for Board Membership.

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

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

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

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

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

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing

Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes: The Committees and their Composition as on March 31, 2024, are as follows:

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.

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

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.

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

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

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

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 .

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

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

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

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.

The rapid pace of technological innovation, evolving business models, and the introduction of new software and products compel organizations to adopt advanced technologies to enhance efficiency. The success of a tech service provider hinges 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 the industry.

The tech sector could experience a significant talent shortage. At Xelpmoc, human capital is our most prized resource. Acknowledging its importance to our success, we strive to foster a welcoming and diverse work environment while offering attractive benefits to our employees. We cultivate a culture of innovation and entrepreneurial spirit and provide opportunities for employee training and development.

Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under review, the Company has not given any guarantees or provided security in connection with a loan to any other body corporate or person. However, the Company has made investment in the securities of bodies corporate and has given loan to body corporate, the details of the investments made including the investments as prescribed under

Section 186(2) of the Companies Act, 2013 and loans given are provided in Notes Nos. 7, 8, 9 and 9a of the Standalone Financial Statement of the Company.

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

During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with . provision of listing regulations and the policy of the Company on materiality of related party transactions.

The statement showing the disclosure of transactions with related parties in compliance with applicable provision of Ind AS, the details of the same are provided in Note No. 34 of the Standalone Financial Statement. All related party transactions were placed before the Audit Committee and the Board for approval.

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

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

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%20 Determining%20Materiality%20of%20Information%20or%20Events.pdf .

M/s. JHS & Associates LLP, Chartered Accountants, (Firm Registration No. 133288W/ W100099) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, from the conclusion of 8^th Annual General Meeting till the conclusion of the 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.

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

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

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

There were no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year of the Company, i.e. March 31, 2024 till the date of this Directors' Report.

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

(a) The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure-4'.

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

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.

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:

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

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

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

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

e) Usage of energy efficient illumination fixtures.

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.

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

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.

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.

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

(Rs in ‘000)

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

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).

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.

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

The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at https://www.xelpmoc.in/documents/Policy%20against%20Sexual%20 Harassment_3.pdf .

The Employees' Stock Option Scheme enable the Company to hire and retain the best talent for its senior management and key positions. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme in accordance with the applicable SEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2024 (cumulative position) with regard to the Xelpmoc Employee Stock Option Scheme 2019 and Xelpmoc Employee Stock Option Scheme 2020 are disclosed on the Company's website which may be viewed at https://www.xelpmoc.in/documents/ESOS%20-%20Disclosure-under-SEBI-(Share-Based-Employee-Benefits%20and%20Sweat%20Equity)-Regulations%202021_2024. pdf

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

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

Pursuant to the provisions of Sections 13 and 27 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable law and considering the explanation for variation as stated below, the Shareholders of the Company vide special resolution dated September 30, 2023 with majority of more than 90% of the voting shareholders voted in the favor of the resolution, had approved the further variation in utilization of the IPO proceeds, by way of deploying and/or utilise the unutilized amount/balance proceeds of Rs 7,332 thousand of the existing object "Purchase of IT hardware and network equipment's for development centres in Kolkata and Bangalore" towards the other IPO object of "Funding working capital requirements of the Company".

Post Covid-19 situation, the Company has expanded more in Hyderabad as compared to Bangalore, as a result of this change there has been a significant reduction in the capital expenditure (capex) requirements in the Bangalore and Kolkata regions. This change in operational emphasis has naturally led to a decreased demand for the financial resources that were previously allocated for capex in these areas. Meanwhile, the financial resources necessary for capex in Hyderabad were primarily sourced from preferential allotment funds. This well-considered allocation of funds has played a crucial role in supporting the Company's expansion efforts in the Hyderabad region. Considering decreased need for capex funds in Bangalore and Kolkata due to the operational realignment, the Company's board of directors is proposing to redirect these funds towards enhancing the Company's working capital, reflecting the Company's adaptive approach to financial resource management. This strategic adjustment underscores the Company's commitment to effective financial utilization as it navigates its evolving operational landscape.

The details of the utilisation of the unutilised amount of IPO proceeds during the year ended March 31, 2024 are as follows:

(Rs in ‘000)

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