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Xelpmoc Design and Tech Ltd.

BSE: 542367 Sector: IT
NSE: XELPMOC ISIN Code: INE01P501012
BSE 11:04 | 18 Oct 411.15 11.85
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OPEN 414.00
PREVIOUS CLOSE 399.30
VOLUME 3173
52-Week high 513.55
52-Week low 223.10
P/E 696.86
Mkt Cap.(Rs cr) 593
Buy Price 411.10
Buy Qty 15.00
Sell Price 411.85
Sell Qty 32.00
OPEN 414.00
CLOSE 399.30
VOLUME 3173
52-Week high 513.55
52-Week low 223.10
P/E 696.86
Mkt Cap.(Rs cr) 593
Buy Price 411.10
Buy Qty 15.00
Sell Price 411.85
Sell Qty 32.00

Xelpmoc Design and Tech Ltd. (XELPMOC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 4th Annual Report on thebusiness and operations of the Company together with the AuditedFinancialStatementsforthefinancial year ended 31st March 2019 (the "Report").

1. Financial Performance

The summarised financial results of the Company for the financial year ended 31 stMarch 2019 are presented below.

(Rs in 1000s)

Particulars Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Revenue from Operations 60886.95 53601.34 60886.95 53601.34
Other Income 2059.71 610.04 2059.71 610.04
Financial Income 0.00 0.00 0.00 0.00
Total Revenue 62946.66 54211.38 62946.66 54211.38
Profit/Loss before depreciation (47478.99) (34532.86) (47918.55) (34201.68)
Less: Depreciation 2507.23 729.69 2507.23 729.69
Profit/Loss Before Tax (49986.22) (35262.55) (50425.78) (34931.37)
Less: Provision for tax (587.19) 759.39 (587.19) 759.39
Profit/Loss After Tax (49399.03) (36021.94) (49838.59) (35690.76)
Other Comprehensive Income 57029.80 (769.16) 57029.80 (769.16)
Total Comprehensive Income 7630.77 (36791.10) 7191.21 (36459.92)

Note: The above figures are extracted from the standalone and consolidatedfinancial statements prepared in compliance with Indian Accounting Standards (IND AS). TheFinancial Statements of the Company complied with all aspects with Indian AccountingStandards (IND AS) notified under section 133 of the Companies Act 2013 (the Act) readwith [Companies (Indian Accounting Standards) Rules 2015] as amended from time to timeand other relevant provisions of the Act.

2. State of Company's Affairs Business

Overview and Future Outlook

The Revenue from operations has increased by about 13.60% on accrual basis to Rs60886.95 thousand in the financial year ended 31st March 2019 as compared toRs 53601.34 thousand in the financial year ended 31st March2018.

The Company's Operating Earnings Before Interest Depreciation and Taxes (EBITDA)margin stands at -81.3% of the operating income in the financial year ended 31stMarch 2019. The Loss Before tax of the current financial year increased by 41.75% to Rs(49986.22) thousand as compared to Rs(35262.55) thousand for the preceding financialyear.

The Net Loss of the current financial year increased by 37.13% to Rs(49399.03)thousand as compared to Rs(36021.94) thousand for the preceding financial year.

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

3. Initial Public Offer:

The Directors are pleased to inform the Company's Initial Public Offering (IPO) of3501442 Equity

Shares of face value of Rs 10/- each (Rupees Ten Only) at an issue price of Rs 66/- perequity share including a share premium of Rs 56/- per equity share with a discount ofRs3/- per equity share to the retail individual bidders by way of Book Building Processreceived an overwhelming response from the investors. The Issue was opened on 23rdJanuary 2019 and closed on 25th January 2019. The issue was oversubscribed by2.7454 times with QIB portion getting oversubscribed by 1.2875 times non-institutionalportion by 8.1943 times and the retail portion by 2.6138 times. The allotment of 3501442Equity Shares of Rs 10/- each for cash at a premium of Rs 56/- per share aggregating to Rs2300.45 Lakhs under the said IPO was made on 31st January 2019. Subsequent tothe completion of IPO the paid up equity share capital of the Company got increased fromRs 1020.3856 Lakhs to Rs 1370.5298 Lakhs. The trading of Equity Shares of the Companycommenced on National Stock Exchange of India Limited and BSE Limited 4thFebruary 2019. The success of IPO reflects the trust faith and confidence that customersbusiness partners and markets have reposed in your Company.

Utilisation of IPO Proceeds as on 31st March 2019 are as under:
(Rs in 1000s)
Particulars Net proceeds as per prospectus
Gross proceeds of the Issue 230044.74
Less: Estimated offer related expenses in relation to the Issue 33551.50
Net Proceeds 196493.24
Add: Saving in offer related expenses 4973.94
Total 201467.18

 

(Rs in 1000s)
Particulars Projected Utilised Unutilised
Purchase of IT hardware and network equipment's for development centers in Kolkata and Hyderabad 54875.19 - 54875.19
Purchase of fit outs for new development centers in 40862.50 719.79 40142.71
Kolkata and Hyderabad
Funding working capital requirements of our Company 60000.00 10000.00 50000.00
General corporate purposes (including savings in offer related expenses) 45729.49 6500.00 39229.49
201467.18 17219.79 184247.40

Expenses incurred by the Company amounting to Rs 28577.56 (Rs in 000s) in connectionwith the IPO have been adjusted towards the securities premium in accordance with Section52 of the Companies Act 2013. IPO proceeds net of IPO related expenses which remainunutilised as at 31st March 2019 temporarily invested in short term liquidfunds Rs 160000.00 (Rs in 000s) short term bank deposits Rs 19000.00 (Rs in 000s) andwith banks Rs 5247.40 (Rs in 000s). Pursuant to Regulation 32(1) of the ListingRegulations there is no deviation / variation in the utilization of proceeds as mentionedin the objects stated in the Prospectus dated 30th January 2019 in respect ofthe Initial Public O ering of the Company.

4. Dividend

C onsidering the loss incurred in the financial 2018-19 and accumulated losses yourDirectors 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 500 listed Companies shall formulatea Dividend Distribution Policy. The Company does not come under the category of top 500listed Companies based on the market capitalization as on 31st March 2019however for good corporate governance practice the Company has formulated its DividendDistribution Policy which is available on the website of the Company and may be viewed athttps://www.xelpmoc.in/documents/Dividend%20 Distribution%20Policy.pdf.

5. Transfer to Reserve

In vie w of the accumulated losses no proposed to the General Reserve.

6. Deposits

During the year your Company has not accepted any deposits within the meaning ofsections 73 and 76 of the Companies Act 2013 read with the

Companies (Acceptance of Deposits) Rules 2014 year hence there are no details todisclose as required under Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules2014.

7. Details of Subsidiaries/Joint Ventures/ Associate Companies

T he Company does not have any subsidiary Company however the Company has AssociateCompany and Joint Venture and the details of the same are as under:

i. Madworks Ventures Private Limited Associate Company

The revenue for the financial year 2018-19 and 2017-18 are Rs 3653 and Rs 116827respectively and expenses for the financial year 2018-19 and 2017-18 are Rs 1025490 andRs 1393636 respectively. The Net Loss has decreased from Rs 1193416 in FY 2017-18 toRs 1021811 in FY 2018-19.

ii. Fortigo Network Xelpmoc Private Limited Joint Venture

The revenue for the financial year 2018-19 and 2017-18 are Rs 4162500 and Rs11025000 respectively and expenses for the financial year 2018-19 and 2017-18 are Rs3912240 and Rs 9927941 respectively. The Net Profit after tax has decreased from Rs809659 in FY 2017-18 to Rs 186430 in FY 2018-19.

The Company does not have any Subsidiary hence does not required to formulate a policyfor determining ‘material' subsidiaries. Further during the year under reviewneither any Company has become nor ceased as a Subsidiary or Associate or Joint venture.

8. Consolidated Financial Statement

The Statement containing salient features of the financial statements of the AssociateCompany and Joint Venture in the prescribed format i.e. Form AOC-1 is appended as ‘Annexure- 1' to the Board's Report. The statement also provides the details of performance andfinancial position of Associate Company and Joint Venture. However looking at theperformance of the Associate Company and Joint Venture they do not contribute significantin the growth and performance of the Company. These documents will also be available forinspection on all working days except Saturdays Sundays and public holidays at theregistered office of the Company.

The Consolidated Financial Statement represents those of the Company and its AssociateCompany and Joint Venture. The Company has consolidated its Statement in accordance withthe IND AS 110– ‘Consolidated Financial Statements' pursuant to section 133 ofthe Companies Act 2013 read with Companies (Indian Accounting Standards) Rules2015.

The Audited Financial Statements for the year ended 31st March 2019 ofMadworks Ventures Private Limited and Fortigo Network Xelpmoc Private Limited areavailable on website of the Company i.e. www.xelpmoc.in.

9. Share Capital

The Authorised Share Capital of the Company has been increased from Rs 110000000(Rupees Eleven Crores Only) divided into 11000000 (One Crore Ten Lakhs) Equity Sharesof Rs 10/- (Rupees Ten Only) each to Rs 150000000 (Rupees Fifteen Crores Only) dividedinto 15000000 (One Crore Fifty Lakhs) Equity Shares of Rs 10/- (Rupees Ten Only) eachduring the year under review.

The Paid-Up Share Capital of the Company has been increased from Rs 65171320 toRs 137052980 during year under review.

The details of changes are as follows:

The Company has issued and allotted 65999 Equity Shares of Rs 10/- each at apremium of Rs 80/- per share on the preferential allotment basis on 14th May2018.

The Company has issued and allotted 3620725 equity shares of Rs 10/- each atpar as Bonus equity shares in proportion of 55 equity shares for every 100 equity sharesof an aggregating amount of Rs 36207250.

Pursuant to the initial public offer of equity shares of face value of Rs 10/- each("Equity Shares") of the Company ("Issue") which opened forsubscription on 23-01-2019 to 25-01-2019 3501442 equity shares at an issue price of Rs66/- per equity share including a premium of Rs 56/- per equity share aggregating to Rs2300.45 Lakhs allotted to the respective bidders in various categories.

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

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

10. Directors and Key Managerial Persons

The Company has 8 (Eight) Directors on the Board of which 3 (Three) are IndependentDirectors 1 (One) is Non-Executive & Non-Independent Director and 4 (Four) areExecutive Directors including one Managing Director as on 31st March 2019.

a. Appointments/Resignations from the board of directors and Key Managerial Personnel

During the period under review following changes have been occurred: Mr. SandipanChattopadhyay (DIN 00794717) existing director of the Company was appointed anddesignated as Managing Director of the Company at extra-ordinary general meeting of themembers of the Company held on 2nd July 2018 for a term of 3 years witheffect from 2nd July 2018 up to 1st July 2021 and also designated asa Chief Executive Officer of the Company w.e.f. 2nd July 2018.

Mr. Srinivas Koora (DIN 07227584) existing director of the Company was appointedand designated as Whole-time Director of the Company at extraordinary general meeting ofthe members of the Company held on 2nd July 2018 for a term of 3 years witheffect from 2nd July 2018 up to 1st July 2021 and also designated asa Chief Financial Officer of the Company w.e.f. 2nd July 2018.

Mr. Jaison Jose (DIN 07719333) existing director of the Company was appointed anddesignated as Whole-time Director of the Company at extra-ordinary general meeting of themembers of the Company held on 2nd July 2018 for a term of 3 years witheffect from 2nd July 2018 up to 1st July 2021.

Mr. Vishal Chaddha (DIN 05321782) existing director of the Company was appointedand designated as Whole-time Director of the Company at extra-ordinary generalmeeting of the members of the Company held on 2nd July 2018 for a term of 3years with effect from 2nd July 2018 up to 1st July 2021.

Mr. Tushar Trivedi (DIN 08164751) appointed as a Independent Director of theCompany at extra-ordinary general meeting of the members of the Company held on 2ndJuly 2018 for a term of 5(five)consecutiveyearswithe ectfrom 2nd July2018 up to 1st July 2023.

Mrs. Pratiksha Pingle (DIN 06878382) appointed as a Independent Director of theCompany at extra-ordinary general meeting of the members of the Company held on 2ndJuly 2018 for a term of 5 (five) consecutive years with effect from 2ndJuly 2018 up to 1st July 2023.

Mr. Premal Mehta (DIN 00090389) appointed as a Independent Director of theCompany at extra-ordinary general meeting of the members of the Company held on 2ndJuly 2018 for a term of 5 (five) consecutive years with effect from 2nd July2018 up to 1st July 2023.

Mrs. Bhavna Chattopadhyay (DIN 08164750) appointed as a Non-Executive

& Non-Independent Woman Director of the Company at extra-ordinary general meetingof the members of the Company held on 2nd July 2018.

Mr. Abhay Kadam resigned from position of the Company Secretary of the Companyw.e.f. 24th July 2018.

Mrs. Vaishali Kondbhar appointed as a

Whole-time Company Secretary of the Company w.e.f. 24th July 2018.

b. Directors Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. Jaison Jose (DIN: 07719333)being Director liable to retire by rotation shall retire at the ensuing Annual GeneralMeeting and being eligible for re-appointment offers himself for re-appointment. Theinformation as required to be disclosed under Regulation 36 of the Listing Regulations incase of reappointment of Directors will be provided in the notice of ensuing AnnualGeneral Meeting.

c. Independent Directors

The Company has received declarations/ confirmationsfromeachIndependentDirectors undersection 149(7) of the Companies Act 2013 and the Listing Regulations confirming that theymeet the criteria of independence as laid down in the Companies Act 2013 and the ListingRegulations.

The Board members are provided with all necessary documents/reports and internalpolicies to enable them to familiarise with the Companies Procedures and practices. Theprograms undertaken for familiarizing independent directors with the functions andprocedures of the Company are disclosed in the Corporate Governance Report.

11. Number of Meetings of Board of Directors

12 (Twelve) meetings of the Board of Directors of the Company were held during the yearunder review. Detailed information of the meetings of the Board is included in the Reporton Corporate Governance which forms part of this Report.

12. Directors' Responsibility Statement

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

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

13. Policy on Directors' Appointment and

Remuneration

T he Nomination and Remuneration (‘NRC') works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole as well as forits individual members with the objective of having a Board with diverse backgrounds andexperience in business government education and public service. Characteristics expectedof all Directors include independence integrity high personal and professional ethicssound business judgement ability to participate constructively in deliberations andwillingness to exercise authority in a collective manner. The Company has in place aPolicy 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 ofdirectors.

It c ontains guidelines for qualifications positive attributes for directors andindependence of a Director

It la ys down the criteria for Board

It sets out the approach of the Company on board diversity

It la ys down the criteria for independence of a director in case of appointment of anIndependent Director the Company has updated it's existing

‘Nomination and Remuneration Policy' to incorporate the changes in line withrecent amendment in Listing Regulations pertaining to criteria for determiningindependence of a director and object & purpose of policy.

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

14. Performance Evaluation of the Board

T he Nomination and Remuneration Committee of the Company has laid down the criteriafor performance evaluation of the Board its Committees and individual directors includingIndependent Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations based on the predetermined templates designed as a tool to facilitateevaluation process the Board has carried out the annual performance evaluation of its ownperformance the Individual Directors including Independent Directors and its Committeeson parameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders etc.

15. Committees of the Board

T he Company has several committees which have been established as part of bestcorporate governance practices and comply with the requirements of the relevant provisionsof applicable laws and statutes: The Committees and their Composition are as follows:

Audit Committee

1. Mrs. Pr atiksha Pingle Chairman
2. Mr. Tushar Trivedi Member
3. Mr. Srinivas Koora Member
Nomination and Remuneration Committee
1. Pr emal Mehta Chairman
2. Tushar Trivedi Member
3. Pratiksha Pingle Member
Stakeholders Relationship Committee
1. Mr . Tushar Trivedi Chairman
2. Mr. Srinivas Koora Member
3. Mr. Jaison Jose Member

 

Management Committee
1. Mr. Srinivas Koora Chairman
2. Mr. Sandipan Chattopadhyay Member
3. Mr. Tushar Trivedi Member
4. Mr. Vishal Chaddha Member

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

16. Corporate Social Responsibility (CSR)

Your company does not fall in the ambit of limit as specified in section 135 of theCompanies Act 2013 read with Rule framed there under in respect of Corporate SocialResponsibility. However the directors of the Company in their personnel capacity areengaged in philanthropy activities and participating for cause of upliftment of thesociety.

17. Management Discussion & Analysis Report

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

18. Corporate Governance

The corporate governance is an ethical business process to create and enhance value andreputation of an organization. Accordingly your Directors function as trustee of theshareholders and seek to ensure that the long term economic value for its shareholders isachieved while balancing interest of all the stakeholders.

The Report on Corporate Governance as stipulated under Regulation 34(3) of the ListingRegulations is presented in a separate section and forms part of this Report. The reporton Corporate Governance also contains certain disclosures required under the CompaniesAct 2013.

A certificate from Manish Rajnarayan Gupta Practising Company Secretary partner ofVKMG & Associates LLP Company Secretaries conforming compliance to the conditions ofCorporate Governance as stipulated under Regulation 34(3) of the Listing Regulation isannexed to Gorporate Governance Report.

19. Vigil Mechanism / Whistle Blower Policy

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

20. Statement on Risk Management Policy

Risk assessment and management are critical to ensure long-term sustainability of thebusiness. The Company has in place a strong risk management framework with regularappraisal by the top management. The Board of Directors reviews the Company's businessrisks and formulates strategies to mitigate those risks.

The Senior Management team led by the Managing Director is responsible to proactivelymanage risks with appropriate mitigation measures and implementation thereof.

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

Market Risk

Volatility in domestic as well as global economic environment political uncertaintiesand changes in government policies may affect the technology industry. Slowdown in theindustry may adversely impact the Company's operations. To mitigate the market-specificrisks the Company aims to expand its presence and client base across multiple geographiesand industries.

Competition Risk

The Company operates in a highly competitive industry where the number of players isincreasing rapidly. To stay ahead of competition companies need to incorporate newtechnologies and create enriching applications for customers. Strong domain expertiseinnovative technological capabilities and powerful customer-focused solutions characterizethe operations of the Company enabling it to outlast competition.

Technology Risk

With rapid technological advances evolving business models and newer software andproduct introductions organizations will be required to embrace futuristic technologiesto drive efficiencies. The success of a technology service company will depend on itsability to develop impactful solutions for its customers. To combat this risk the Companyfocuses on enhancing its services and offerings in response to evolving industryrequirements.

Talent Risk

Workforce shortage may pose a big challenge for the technology industry. At Xelpmochuman capital is the most important asset of the Company. Recognizing its crucial role indriving success the Company strives to foster a conducive and inclusive environment inaddition to providing employee benefits. It encourages a culture of innovation andentrepreneurship within the organization and undertakes trainings and programs for growthof employees.

21. Particulars of Loans Guarantees or

Investments

Pursuant to provision of section 186 of the Companies Act 2013 during the year underreview the Company has not provided any Guarantees or security to any person or entity.However Company has given loan and invested the surplus funds available in the units ofmutual funds and securities of body corporate the details of which are provided in thestandalone financial statement (Please refer Notes No. 6 7 & 8 of standalonefinancial statements).

22. Particulars of Contracts or

Arrangements With Related Parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The Company has not entered into any transaction with related parties which couldattract the provision of section 188(1) of the Companies Act 2013 hence requisiteinformation in Form AOC-2 is not required to be provided.

During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.

The statement showing the disclosure of transactions with related parties such aspayment of Directors' remuneration in Compliance with applicable IND AS the details ofthe same are provided in Note No. 31 of the Standalone Financial Statement. All relatedparty transactions were placed before the Audit Committee and the Board for approval.

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

23. Internal Financial Control System

The Company has in place adequate standards processes and structures to implementinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved. In addition to above the Company has in place Internal Audit carried out byindependent audit firm to continuously monitor adequacy and effectiveness of the internalcontrol system in the Company and status of its compliances.

24.Listing Regulations 2015

The Equity Shares of the Company are listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE). The Company has paid its Annual Listing Fees to the stockexchanges for the Financial Year 2019-2020.

The Company has formulated following Policies as required under the ListingRegulations the details of which are as under:

1. ‘Policy for Preservation of Documents' as per Regulation 9 which may be viewedat https:// www.xelpmoc.in/documents/Documents%

2. Archival Policy' as per Regulation 30 which may be viewed at https://www.xelpmoc.in/documents/Documents%20Preservation%20 &%20Arcihval%20Policy.pdf

3. ‘Policy on Criteria for determining Materiality of events/information' as perRegulation 30 which may be viewed at https://www. xelpmoc.in/documents/Policy%20for%20Determining%20Materiality%20of%20 Information%20or%20Events.pdf

25.Auditors

(a) Statutory Auditor

M/s. JHS & Associates LLP Chartered Accountants has been appointed as StatutoryAuditors of the Company for a period of 5 years from the conclusion of 3rdAnnual General Meeting till the conclusion of the 8th Annual General Meeting ofthe Company. Your Company has received necessary confirmation from them stating that theysatisfy the criteria provided under section 141 of the Companies Act 2013. The report ofthe Statutory Auditor forms part of the Annual Report. The said report does not containany qualification reservation adverse remark or disclaimer.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(AppointmentandRemunerationofManagerial Personnel) Rules 2014 the Company had appointedVKMG & Associates LLP Company Secretaries to undertake Secretarial Audit for thefinancial year ended 31st March 2019. The Secretarial Audit Report for thefinancial year ended 31st March 2019 is annexed herewith and marked as ‘Annexure- 2' to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

(c) Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act 2013 read with Rule 13 ofCompanies (Accounts) Rules 2014 the Company had appointed M/s. Venu & VinayChartered Accountants to undertake Internal Audit for financial year ended 31stMarch 2019.

26. Reporting of Frauds by Auditors

During the year under review the Auditors of the Company have not reported to theaudit committee under section 143(12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's Report.

27. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2019 till the date of this Directors' Report.

28. Details of Significant and Material Orders

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

29. Particulars of Employees and Related Disclosures

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

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules is provided in a separate annexureforming part of this Report. Having regard to the provisions of the first proviso toSection 136(1) of the Act the Annual Report excluding the aforesaid information is beingsent to the Members of the Company. In terms of Section 136 the said annexure is open forinspection at the Registered Office of the Company. Any Member interested in obtainingsuch particulars may write to the Company Secretary of the Company.

30. Transfer to Investor Education and Protection Fund

TheCompanydoesnothaveanyunpaid/unclaimed amount which is required to be transferredunder the provisions of Companies Act 2013 into the Investor Education and ProtectionFund (IEPF) of the Government of India.

31. Conservation of Energy and

Technology Absorption

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

(A) Conservation of Energy

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

Though business operation of the Company is not energy-intensive the Company being aresponsible corporate citizen makes conscious efforts to reduce its energy consumption.Some of the measures undertaken by the Company on a continuous basis including during theyear are listed below: a) Use of LED Lights at office spaces. b) Rationalization of usageof electricity and electrical equipment– air conditioning system officeillumination beverage dispensers desktops.

c) Regular monitoring of temperature inside the buildings and controlling theair-conditioning system. d) Planned Preventive Maintenance schedule put in place forelectromechanical equipment. e) Usage of energy efficient illumination fixtures.

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

The business operation of the Company are not energy-intensive hence apart from stepsmentioned above to conserve energy the management would also explore feasible alternatesources of energy.

(iii) The capital investment on energy conservation equipment:

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

(B) Technology Absorption

(i) The efforts made towards technology absorption:

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

(ii) The benefits derived:

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

(iii) The Company has not imported any technology during last three years from thebeginning of the financial year. (iv) The Company has not incurred any expenditureon Research and Development during the year underfireview.

(C) Foreign Exchange Earnings and Outgo

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

Foreign Exchange Earnings

Amount in Rs 1000s

Particulars 2018-19 2017-18
1. Revenue from software development 10414.68 1390.40
Total 10414.68 1390.40
Foreign Exchange Outgo
1. Technical consultancy services 2835.75 -
2. Professional and Legal Expenses 5900.20 -
3. Travel Expenses - 335.72
Total 8735.95 335.72

32.Extract of the Annual Return:

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as on 31st March 2019 forms partof this report as ‘Annexure

- 4' and same is available at the website of the Company athttps://www.xelpmoc.in/documents/ Extract%20of%20Annual%20Return%20-%20Form%20No.%20MGT-9%20-%20FY2018-19.pdf

33. Secretarial Standard of ICSI

T he Company has complied with the Secretarial Standards on Meeting of the Board ofDirectors (SS-1) and General Meetings (SS-2) specified by the Institute of CompanySecretaries of India (ICSI).

34. Maintenance of Cost Records

Maint enance 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.

35.Prevention of Sexual Harassment

Y our Company is fully committed to uphold and maintain the dignity of women working inthe Company and has zero tolerance towards any actions which may fall under the ambit ofsexual harassment at workplace. The Company has constituted the Internal ComplaintCommittee however it has not received any Complaint during the year under review.

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

36. Employees' Stock Option Scheme

The Company has obtained shareholders approval at EGM held on 28th July 2018by way of Special Resolution in respect of formulation and implementation of XELPMOCEMPLOYEE STOCK

OPTION SCHEME 2018 (XELPMOC ESOS-2018) and authorized Board of Directors to creategrant offer issue and allot from time to time in one or more tranches options notexceeding 1400000 exercisable into 1400000 Equity Shares of the Company to or forthe benefit of permanent employees/Directors (Present and Future) of the Company. Howeverthe Company was unlisted Public Company at the time of adoption and approval of Scheme andalso the scheme was not in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & the SEBI (Share Based Employee Benefits)Regulations 2014. Hence the Company has not created any ESOP pool and not granted anyoptions under XELPMOC EMPLOYEE STOCK OPTION SCHEME 2018. Accordingly disclosures asrequired under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014 isnot applicable to the Company.

37. Acknowledgements

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

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

Registered Office: For and on behalf of the Board of Directors of
Xelpmoc Design and Tech Limited Xelpmoc Design and Tech Limited
CIN: L72200KA2015PLC082873
#17 4th Floor Agies Building
1st ‘A' Cross 5th Block Koramangala Sandiapan Chattopadhyay Srinivas Koora
Bengaluru – 560034 Managing Director & CEO Whole-time Director & CFO
website: www.xelpmoc.in (DIN: 00794717) (DIN: 07227584)
E-mail ID: vaishali.kondbhar@xelpmoc.in
Place: Mumbai
Date: 24th May 2019

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