<dhhead>Directors’ Report</dhhead>

Dear Members

Your Directors have pleasure in presenting their 7 Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended

31 March 2022 (the "Report").

1. FINANCIAL PERFORMANCE

The summarised financial results of the Company for the financial yearended 31 March 2022 are presented below:

Note: The above figures are extracted from the standalone andconsolidated financial statements prepared in compliance with Indian Accounting Standards(IND AS). The Financial Statements of the Company complied with all aspects with IndianAccounting Standards (IND AS) notified under Section 133 of the Companies Act 2013 (theAct) read with the Companies (Indian Accounting Standards) Rules 2015 as amended fromtime to time and other relevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS BUSINESS OVERVIEW AND FUTUREOUTLOOK

On Standalone basis the Revenue from operations has decreased by about42.67% on annual basis to 80548.23 thousand in the financial year ended 31 March 2022 ascompared to 140489.02 thousand in the financial year ended 31 March 2021.

On Standalone basis the Company’s Operating Earnings/(Loss)Before Interest Depreciation and Taxes (EBITDA) margin stands at (145650.35) thousandfor the financial year ended 31 March 2022 as compared to 35254.20 thousand in thepreceding financial year. The loss before tax of the current financial year on standalonebasis stands at (134927.61) thousand as compared to profit before tax 40992.81 thousandfor the preceding financial year.

The net loss of the current financial year on standalone basis standsat (128580.48) thousand as compared to net Profit 40460.65 thousand for the precedingfinancial year.

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

3. UTILIZATION OF IPO PROCEEDS AND PREFERENTIAL ALLOTMENT

IPO PROCEEDS

During the year ended 31 March 2019 the Company completed an InitialPublic Offering (IPO) of its shares consisting of a fresh offer of equity shares of 10each at a premium of 56 per share and a discount of 3 per share to retail investors. Theproceeds of the fresh offer component from the IPO amounted to 201467.18 ( in 1000s)(net of issue expenses). The equity shares of the Company were listed on NSE and BSEeffective 4^th February 2019.

The Company has obtained approval of 100% present and votingshareholders for variation of the objects of the IPO (Initial Public offerings) in theAnnual General Meeting of the company held on 30 September 2020. The details of theutilisation of the unutilised amount of IPO proceeds during the years ended 31 March 2022is as follows -

The details of the utilisation of the IPO proceeds as on 31 March 2022is as follows –

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

1 Utilised before variation of the Objects of the Issuefor original object i.e. for purchase of IT hardware and network equipments fordevelopment centers in Kolkata and Hyderabad.

2 Utilised before variation of the Objects of the Issue fororiginal object i.e. for purchase of fit outs for new development centers in Kolkata andHyderabad.

3 41677.03 utilised before variation of the Objects ofthe Issue and 56175.46 utilized after variation of the Objects of the Issue.

4 35526.93 utilised before variation of the Objects ofthe Issue and 1000 utilized after variation of the Objects of the Issue.

IPO proceeds net of IPO related expenses which remain unutilised as at31 March 2022 temporarily invested in debt mutual funds 82621.85* ( in 1000s) andbalance with banks

8241.64 ( In 1000s).

*Value stated represents investments which are marked to market as at314 March 2022.

PREFERENTIAL ALLOTMENT

During the financial year 2021-22 the Company has issued and allottedon preferential basis 720000 Equity shares of 10/- each fully paid-up representing4.99% of the post preferential Equity share capital at a price of 375/- per Equity share(including securities premium) aggregating 270000.00 thousands to Foreign PortfolioInvestors – Category I (QIBs). The funds raised through said Preferential allotmenthave been temporarily invested in short term fixed deposits debt mutual funds andbalances with banks as on 31 March 2022 pending utilisation.

4. DIVIDEND

Considering the loss incurred in the financial year 2021-22 andaccumulated losses your Directors have not recommended any dividend for the financialyear under review.

As per Regulation 43A of the SEBI (Listing Obligation and DisclosuresRequirements) Regulations 2015 (the Listing Regulations) the top 1000 listed Companiesshall formulate a Dividend Distribution Policy. The Company does not come under thecategory of top 1000 listed Companies based on the market capitalization however for GoodCorporate Governance practice the Company has formulated its

Dividend Distribution Policy which is available on the website of theCompany and may be viewed at https://www.xelpmoc.in/documents/Dividend%20Distribution%20policy.pdf

5. TRANSFER TO RESERVES

In view of the losses no transfer is proposed to the general reserve.For complete details on movement in Reserves and Surplus during the financial year ended31 March 2022 please refer to the statement of changes in equity table of the standalonefinancial statement of the Company.

6. DEPOSITS

During the year your Company has not accepted any deposits within themeaning 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 requiredunder Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules 2014.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has following two subsidiaries as on 31 March 2022.Further the Company does not have any joint venture or associate company as on 31 March2022.

SIGNAL ANALYTICS PRIVATE LIMITED SUBSIDIARY OF THE COMPANY

During the year under review Signal Analytics Private Limited (SAPL)Wholly Owned Subsidiary of the Company had issued and allotted 87498 0.01% Pre Series ACumulative Compulsorily Convertible Preference Shares of 1 each at premium of 599/- pershare to new investors by way of preferential allotment on 30 October 2021 therebyshareholding of our company has been diluted from 100% to 91.95% on fully diluted basisand accordingly status of SAPL has changed from Wholly Owned Subsidiary to Subsidiary ofthe Company.

Further Signal Analytics Private Limited has not yet started itsoperations.

XELPMOC DESIGN AND TECH UK LTD WHOLLY OWNED SUBSIDIARY OF THE COMPANY

Xelpmoc Design and Tech UK Ltd has been incorporated as a Wholly-ownedSubsidiary of the Company w.e.f. 22n November 2021 and which has not yet started itsoperations.

Madworks Ventures Private Limited ceased as a Associate Company w.e.f23 September 2021 as the Company has sold its entirely stake i.e. 15204 equity sharesand 57018 Convertible Prference shares in said Associate Company . Further the Companydoes not have any joint venture or associate company.

During the year under review the Company does not have any materialsubsidiary.

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

8. CONSOLIDATED FINANCIAL STATEMENT

The statement containing salient features of the financial statementsof the Subsidiary Companies in the prescribed format i.e. Form AOC-1 is appended as‘Annexure-1’ to the Board’s Report. The statement also provides thedetails of performance and financial position of Subsidiary Companies. However looking atthe performance of the Subsidiaries they do not contribute significant in the growth andperformance of the Company.

The consolidated financial statement represents those of the Companyand its Subsidiaries viz. Signal Analytics Private Limited and Xelpmoc Design and Tech UKLtd. The Company has consolidated its statement in accordance with the IND AS 110 –‘Consolidated Financial Statements’ pursuant to Section 133 of the CompaniesAct 2013 read with Companies (Indian Accounting Standards) Rules 2015.

The Audited Financial Statements for the year eneded 31 March 2022 ofSignal Analytics Private Limited and Unaudited Financial Statement of Xelpmoc Design andTech UK Ltd. UK Wholly-owned Subsidiary Comapny are available on website of the Companyand may be viewed at https://www.xelpmoc.in/regulationsub. Xelpmoc Design and Tech UK Ltdhas not yet started its operations hence audit of the financials is not mandatory as perthe laws of UK. Therefore the Financial Statements of Xelpmoc Design and Tech UK Ltd isunaudited.

9. SHARE CAPITAL

• During the year under review the

Authorised Share Capital of the Company is increased from150000000/- (Rupees Fifteen Crores Only) divided into 15000000 (One Crore FiftyLakhs) Equity Shares of 10/- (Rupees Ten Only) each to

250000000/- (Rupees Twenty Five Crore Only) divided into 25000000(Two Crore Fifty Lakhs) Equity Shares of

10/- (Rupees Ten Only) each vide Ordinary Resolution passed in theExtra-Ordinary General Meeting of the Members of the Company held on 11 August 2021.

• During the year under review the Company has issued andallotted on preferential basis 720000 Equity shares of 10/- each fully paid-uprepresenting 4.99% of the post preferential Equity share capital at a price of 375 perEquity share (including securities premium) aggregating

72000000/- to Foreign Portfolio Investor - Category I and 53115Equity shares upon conversion of Stock Options granted under the Company’s ESOPscheme 2019. Consequent to these allotments the paid-up Equity share capital of theCompany stands increased to 14478413 Equity shares of

10/- each i.e. 144784130/-.

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on 31 March 2022 comprised of 8 (Eight) Directors out ofwhich 3 (Three) are Independent Directors 2 (Two) are Non-Executive & Non-IndependentDirectors and 3 (Three) are Executive Directors including one Managing Director.

Mr. Sandipan Chattopadhyay (DIN 00794717) Managing Director & CEOMr. Srinivas Koora (DIN 07227584) Whole-time Director & CFO Mr. Jaison Jose (DIN07719333) Whole-time Director and Mrs. Vaishali Kondbhar Whole-time Company Secretaryare the Key Managerial Personnel as per the provisions of the Companies Act 2013 andrules made there under.

None of the Directors of the Company have been debarred or disqualifiedfrom being appointed or continuing as Director of company by the Securities and ExchangeBoard of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other StatutoryAuthority.

A. APPOINTMENTS AND RESIGNATIONS OF DIRECTORS AND KEY MANAGERIALPERSONNEL

• Based on the recommendation of Nomination and RemunerationCommittee and Board of Directors Mr. Sandipan Chattopadhyay (DIN: 00794717) wasre-appointed as a Managing Director and Chief Executive Officer of the Company at theExtraOrdinary General Meeting of the members of the Company held on 11 August 2021 for aperiod of 3 (Three) years with effect from 2n July 2021 to 1 July 2024.

• Based on the recommendation of Nomination and RemunerationCommittee and Board of Directors Mr. Srinivas Koora (DIN: 07227584) was reappointed as aWhole-time Director and Chief Financial Officer of the Company at the Extra-OrdinaryGeneral Meeting of the members of the Company held on 11 August 2021 for a period of 3(Three) years with effect from 2n July 2021 to 1 July 2024.

• Based on the recommendation of Nomination and RemunerationCommittee and Board of Directors Mr. Jaison Jose (DIN: 07719333) was re-appointed as aWhole-time Director of the Company at the Extra-Ordinary General Meeting of the members ofthe Company held on 11 August 2021 for a period of 3 (Three) years with effect from 2nJuly 2021 to 1 July 2024.

• Mr. Pranjal Sharma (DIN 06788125) appointed as a Directorliable to retire by rotation at the 6 Annual General Meeting of the members of the Companyheld on 30 September 2021.

Further Mr. Soumyadri Bose (DIN 02795223) Non-Executive andNon-Independent Director resigned from the position of Directorship of the Company w.e.f.23 May 2022.

B. DIRECTOR LIABLE TO RETIRE BY ROTATION

In terms of Section 152 of the Companies Act 2013 Mr. Jaison Jose(DIN:- 07719333) Non-Executing and Non-Independent Director being Director liable toretire by rotation shall retire at the ensuing Annual General Meeting and being eligiblefor re-appointment offers himself for reappointment. The information as required to bedisclosed under Regulation 36 of the Listing Regulations will be provided in the notice ofensuing Annual General Meeting.

C. INDEPENDENT DIRECTORS

The Company has received declarations / confirmations from eachIndependent 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 laiddown in the Companies Act 2013 and the Listing Regulations.

The Company has also received requisite declarations from IndependentDirectors of the Company as prescribed under Rule 6(3) of Companies (Appointment andQualification of Directors) Rules 2014.

All Independent Directors have afirmed compliance to the Code ofConduct for Independent Directors as prescribed in Schedule IV to the Companies Act 2013.

In the opinion of the Board Independent Directors of the Companypossess requisite qualifications experience and expertise and hold highest standards ofintegrity. Further in terms of the Rule 6(1) of Companies (Appointment and Qualificationof Directors) Rules 2014 as amended all the Independent Directors of the Company haveregistered their names in the online databank of Independent Directors maintained byIndian Institute of Corporate Affairs and wherever required also completed the onlineproficiency test conducted by Indian Institute of Corporate Affairs.

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

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (five) Meetings of the Board of Directors were held during the year.The particulars of the meetings held and attended by each Director are detailed in theCorporate Governance Report which forms part of this Report.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the CompaniesAct 2013 the Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial yearended 31 March 2022 the applicable accounting standards have been followed and that nomaterial departures have been made from the same;

(b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31 March 2022and of the losses of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the Directors have prepared the annual accounts on a going concernbasis;

(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

13. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works withthe Board to determine the appropriate characteristics skills and experience for theBoard as a whole as well as for its individual members with the objective of having aBoard with diverse backgrounds and experience in business government education andpublic service. Characteristics expected of all Directors include independence integrityhigh personal and professional ethics sound business judgement ability to participateconstructively in deliberations and willingness to exercise authority in a collectivemanner. 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 andre-appointment of Directors.

• It contains guidelines for determining qualifications positiveattributes 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 aDirector in case of appointment of an Independent Director.

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

14. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 and the Listing Regulations and in accordancewith the Guidance Note on Board Evaluation issued by SEBI on 5^th January 2017.The Board evaluation was conducted through questionnaire designed with qualitativeparameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid downthe criteria for performance evaluation of the Board its Committees and individualdirectors including Independent Directors covering various aspects of the Board’sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the Listing Regulations based on the predetermined templates designed as a tool tofacilitate evaluation process the Board has carried out the annual performance evaluationof its own performance the Individual Directors including Independent Directors and itsCommittees on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc.

COMMITTEES OF THE BOARD

The Company has several committees which have been established as partof best corporate governance practices and comply with the requirements of the relevantprovisions of applicable laws and statutes:

The Committees and their composition as on 31 March 2022 are asfollows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Management Committee

1. Mr. Srinivas Koora Chairman 2. Mr. Sandipan Chattopadhyay Member 3.Mr. Jaison Jose Member

The details with respect to the powers roles and terms of referenceetc. of the relevant committees of the Board are given in detail in the CorporateGovernance Report of the Company which forms part of this Report.

Further during the year there are no such cases where therecommendation of any Committee of Board have not been accepted by the Board which isrequired to be accepted as per the law

15. CORPORATE SOCIAL RESPONSIBILITY CSR

Your company does not fall in the ambit of limit as specified inSection 135 of the Companies Act 2013 read with Rule framed there under in respect ofCorporate Social Responsibility. However the directors of the Company in their personnelcapacity are engaged in philanthropy activities and participating for cause of upliftmentof the society.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in aseparate section and forming part of this Report.

17. CORPORATE GOVERNANCE

The corporate governance is an ethical business process to create andenhance value and reputation of an organization. Accordingly your Directors function astrustee of the shareholders and seek to ensure that the long term economic value for itsShareholders 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 thisReport. The report on Corporate Governance also contains certain disclosures requiredunder the Companies Act 2013.

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

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("thePolicy") to provide a formal mechanism to its directors and employees forcommunicating instances of breach of any statute actual or suspected fraud on theaccounting policies and procedures adopted for any area or item acts resulting infinancial loss or loss of reputation leakage of information in the nature of UnpublishedPrice Sensitive Information (UPSI) misuse of office suspected/actual fraud and criminaloffences. The Policy provides for a mechanism to report such concerns to the Chairman ofthe Audit Committee through specified channels. The frame work of the Policy strives tofoster responsible and secure whistle blowing. In terms of the Policy of the Company noemployee including directors of the Company has been denied access to the chairman ofAudit 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%20 Blower%20Policy.pdf

19. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-termsustainability of the business. The Company has in place a strong risk managementframework with regular appraisal by the top management. The Board of Directors reviews theCompany’s business risks and formulates strategies to mitigate those risks. TheSenior Management team led by the Managing Director is responsible to proactively managerisks with appropriate mitigation measures and implementation thereof.

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

MARKET RISK

Volatility in the local and global economy political uncertainty andchanges in government regulations could all have an impact on the technology business. Adownturn in the industry could have a negative influence on the Company’s operations.The Company intends to extend its footprint and client base across numerous geographiesand industries in order to mitigate market-specific risks.

COMPETITION RISK

The company competes in a highly competitive industry with a rapidlygrowing number of players. Companies must adopt new technologies and build enrichingapplications for clients to stay ahead of the competition. The Company’s activitiesare characterised by strong subject expertise innovative technology capabilities andcompelling customer-focused solutions allowing it to outlive the competition.

TECHNOLOGY RISK

Organizations will be driven to embrace futuristic technology topromote efficiencies as a result of rapid technical advancements altering businessmodels and newer software and product launches.The ability of a technology serviceorganisation to provide significant solutions for its customers will determine itssuccess. To mitigate this risk the Company is working to improve its services andofferings in response to changing industry demands.

TALENT RISK

The technology industry may face a significant workforce shortfall.Human capital is the Company’s most valuable asset at Xelpmoc. Recognizing itscritical role in achieving success the Company aims to create a pleasant and inclusiveatmosphere while also providing benefits to its employees. It fosters an environment ofcreativity and entrepreneurship within the company and provides training and developmentopportunities for employees.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to provision of Section 186 of the Companies Act 2013 duringthe year under review the Company has not given any loan to any person or body corporateor not given any guarantees or provided security in connection with a loan to any otherbody corporate or person. However the Company has made investment in the securities ofbodies corporate and mutual funds the details of the investments made including theinvestments as prescribed under Section 186(2) of the Companies Act 2013 are provided innotes no. 8 to 10 and note no. 13 of the Standalone Financial Statement of the Company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contract or arrangements or transactions enteredinto 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 arms lengthbasis forms part of this report in Form No. AOC-2 is annexed as an Annexure-2 tothis report.

During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with provision of listing regulations and the policy of the Company onmateriality of related party transactions.

The statement showing the disclosure of transactions with relatedpartiesin compliance with applicable provision of IND AS the details of the same areprovided in note no. 34 of the Standalone Financial Statement. All related partytransactions were placed before the Audit Committee and the Board for approval.

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

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards processes and structuresto implement internal financial controls with reference to financial statements. Duringthe year such controls were tested and no reportable material weakness in the design oroperation was observed. In addition to above the Company has in place Internal Auditcarried out by independent audit firm to continuously monitor adequacy and effectivenessof the internal control system in the Company and status of its compliances.

23. LISTING REGULATIONS 2015

The Equity Shares of the Company are listed on BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). The Company has paid its Annual ListingFees to the stock exchanges for the Financial Year 2022-2023.

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

1. "Documents Preservation & Archival Policy" as perRegulation 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

24. AUDITORS

A STATUTORY AUDITOR

M/s. JHS & Associates LLP Chartered Accountants has beenappointed as Statutory Auditors of the Company for a period of 5 years from the conclusionof 3 Annual General Meeting till the conclusion of the 8 Annual General Meeting of theCompany. Your Company has received necessary confirmation from them stating that theysatisfy 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 ordisclaimer.

B SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Manish Rajnarayan Gupta partner of VKMG & AssociatesLLP Practicing Company Secretaries as the Secretarial Auditors of the Company toundertake Secretarial Audit for the financial year ended 31 March 2022. The SecretarialAudit Report for the financial year ended 31 March 2022 is annexed herewith and marked as‘Annexure-3’ to this Report. The Secretarial Auditor has also issuedAnnual Secretarial Compliance Report for the year ended

31 March 2022 as required under regulation 24A of Listing Regulations.Further the Secretarial Audit Report and Annual Secretarial Compliance Report does notcontain any qualification reservation or adverse remark or disclaimer.

C INTERNAL AUDITOR

Pursuant to provisions of Section 138 of the Companies Act 2013 readwith Rule 13 of Companies (Accounts) Rules 2014 the Company had appointed M/s. Venu& Vinay Chartered Accountants to undertake Internal Audit for financial yearended 31 March 2022.

25. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Auditors of the Company have notreported to the Audit Committee under section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the Company by its Officers or Employees the detailsof which would need to be mentioned in the Board’s Report.

26. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. 31 March 2022 till the date of this Directors’ Report.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by theregulators/ courts/ tribunals which may impact the going concern status and theCompany’s operations in future.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the medianemployee’s remuneration and other details in terms of sub-section 12 of Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration 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 withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isprovided in a separate annexure forming part of this Report. Having regard to theprovisions of the first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the Members of the Company. Any memberinterested in obtaining such information may address their email tovaishali.kondbhar@xelpmoc.in.

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/ unclaimed amount which isrequired to be transferred under the provisions of Companies Act 2013 into the InvestorEducation and Protection Fund (IEPF) of the Government of India.

30. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 by the Company areas 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 theCompany being a responsible corporate citizen makes conscious efforts to reduce itsenergy consumption. Some of the measures undertaken by the Company on a continuous basisincluding during the year are listed below: a) Use of LED Lights at office spaces. b)Rationalization of usage of electricity and electrical equipment air condition in systemoffice illumination beverage dispensers desktops. c) Regular monitoring of temperatureinside the buildings and controlling the air-conditioning system. d) Planned PreventiveMaintenance schedule put in place for electromechanical equipment. e) Usage of energyefficient illumination fixtures.

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

The business operation of the Company are not energy-intensive henceapart from steps mentioned above to conserve energy the management would also explorefeasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

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

B TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:

The Company itself operates into the dynamic information technologyspace. The Company has a sizeable team of Information technology experts to evaluatetechnology developments on a continuous basis and keep the organisation updated.

(ii) The benefits derived:

The Company has been benefited immensely by usage of IndigenousTechnology for business operation of the Company.

(iii) The Company has not imported any technology during last threeyears from the beginning of the financial year.

(iv) The Company has not incurred any expenditure on Research andDevelopment during the year under review.

C FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Foreign Exchange Earnings

Foreign Exchange Outgo

31. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the copy of Annual Return of the Company as on 31 March 2022(excluding the details pertaining to the AGM of the Company for the Financial Year2021-2022 i.e. date of AGM and Attendance of Directors at the AGM as same are notavailable as on the date of this report) is availbale on the Company’s website andcan be accessed at https://www.xelpmoc.in/documents/ Annual%20Return%20-%20FY%202021-22.pdf By virtue of amendment to Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Company is not required toprovide extract of Annual Return (Form MGT-9) as part of the Board’s report.

32. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting ofthe Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute ofCompany Secretaries of India (ICSI).

33. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany.

34. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity ofwomen working in the Company and has zero tolerance towards any actions which may fallunder the ambit of sexual harassment at workplace. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Further during the year Internal Complaints Committee of the Company has not received anycase related to sexual harassment.

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

35. EMPLOYEES’ STOCK OPTION SCHEME

The Employees’ Stock Option Schemes enable the Company to hire andretain the best talent for its senior management and key positions. The Nomination andRemuneration Committee of the Board of Directors of the Company inter alia administersand monitors the Employees’ Stock Option Scheme in accordance with the applicableSEBI Regulations.

The applicable disclosures as stipulated under the SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 as on

31 March 2022 (cumulative position) with regard to the XelpmocEmployee Stock Option Scheme 2019 and Xelpmoc Employee Stock Option Scheme 2020 aredisclosed on the Company’s website which may be viewed athttps://www.xelpmoc.in/documents/ESOS%20-%20Disclosure-under-SEBI-(Share-Based-Employee-Benefits%20and%20Sweat%20Equity)-Regulations%20-%202021.pdf

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

A certificate from the secretarial auditors of the Company stating thatthe Schemes have been implemented in accordance with the SEBI (Share Based EmployeeBenefits and Sweat Equity) Regulations 2021 and in accordance with the resolution passedby the members shall be placed at the ensuing Annual General Meeting for inspection bymembers.

36. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during theyear under review:

• Neither the Managing Director nor the Whole-time Directors ofthe Company receive any remuneration or commission from any of its subsidiaries.

• Issue of debentures/bonds/warrants/any other convertiblesecurities.

• Scheme of provision of money for the purchase of its own sharesby employees or by trustees for the benefit of employees.

• Instance of one-time settlement with any Bank or FinancialInstitution.

• Application or proceedings under the Insolvency and BankruptcyCode 2016

37. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense ofgratitude to all users vendors government and non-governmental agencies and bankers fortheir continued support in Company’s growth and look forward to their continuedsupport in the future.

Your Directors would also like to express their gratitude to theshareholders for reposing unstinted trust and confidence in the management of the Company.