Notes to Accounts of Xelpmoc Design and Tech Ltd.

Mar 31, 2025

2.13 Provision, contingent liabilities and contingent assets

Provisions are recognized when the Company has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. When the Company expects some or all of a provision to be
reimbursed, the expense relating to a provision is presented in the statement of profit and
loss net of any reimbursement.

Provisions are measured at the present value of the management''s best estimate of the
expenditure required to settle the present obligation at the end of the reporting period.

The discount rate used to determine the present value is a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. The
increase in the provisions due to the passage of time is recognized as interest expense.

Onerous Contracts

Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of
meeting the obligations under the contract exceed the economic benefits expected to be
received under it, are recognized when it is probable that an outflow of resources embodying
economic benefits will be required to settle a present obligation as a result of an obligating
event based on a reliable estimate of such obligation.

Contingencies

Provision in respect of loss contingencies relating to claims, litigation, assessment, fines,
penalties, etc. are recognized when it is probable that a liability has been incurred, and
the amount can be estimated reliably. Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within
the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle the obligation or a
reliable estimate of the amount cannot be made.

A contingent asset is disclosed, where an inflow of economic benefits is probable. An entity
shall not recognize a contingent asset unless the recovery is virtually certain.

2.14 Employee benefits

i. Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are
classified as Short Term Employee benefits. Benefits such as salaries are recognized as an
expense at the undiscounted amount in the Statement of Profit and Loss of the year in
which the employee renders the related service.

ii. Post- employee benefits
Defined Contribution Plans:

A defined contribution plan is post-employee benefit plan under which an entity pays a fixed
contribution to a separate entity and will have no legal or constructive obligation to pay
further amounts. The Company makes specified monthly contributions towards provident
fund scheme. Obligations for contributions to defined contribution plans are recognized

as an employee benefit expenses in the statement of profit and loss in the periods during
which the related services are rendered by employees.

Defined Benefit Plans:

Gratuity

A defined benefit plan is a post-employment benefit plan other than a defined contribution
plan. The Company''s net obligation in respect of defined benefit plans is calculated separately
for each plan by estimating the amount of future benefit that employees have earned in the
current and prior periods, discounting that amount and deducting the fair value of any plan
assets.

The calculation of defined benefit obligation is performed annually by a qualified actuary
using the projected unit credit method. When the calculation results in a potential asset,
the same is recognized to the extent of the present value of economic benefits available
in the form of any future refunds from the plan or reductions in future contributions to
the plan (''the asset ceiling''). In order to calculate the present value of economic benefits,
consideration is given to any minimum funding requirements.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and
losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if
any, excluding interest), are recognized in OCI. The Company determines the net interest
expense (income) on the net defined benefit liability (asset) for the period by applying the
discount rate used to measure the defined benefit obligation at the beginning of the annual
period to the then-net defined benefit liability (asset), taking into account any changes in the
net defined benefit liability (asset) during the period as a result of contributions and benefit
payments. Net interest expense and other expenses related to defined benefit plans are
recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in
benefit that relates to past service (''past service cost'' or ''past service gain'') or the gain or loss
on curtailment is recognized immediately in profit or loss. The Company recognizes gains
and losses on the settlement of a defined benefit plan when the settlement occurs.

iii. Other long-term employee benefits

All employee benefits (other than post-employment benefits and termination benefits)
which do not fall due wholly within twelve months after the end of the period in which the
employees render the related services are determined based on actuarial valuation or
discounted present value method carried out at each balance sheet date. The expected cost
of accumulating compensated absences is determined by actuarial valuation performed
by an independent actuary using projected unit credit method on the additional amount

expected to be paid/availed as a result of the unused entitlement that has accumulated at
the balance sheet date. Expense on non-accumulating compensated absences is recognized
in the period in which the absences occur.

iv. Share based payment

Equity settled share based payments to employees and other providing similar services are
measured at fair value of the equity instruments at grant date.

The fair value determined at the grant date of the equity-settled share based payment is
expensed on a straight line basis over the vesting period, based on the Company''s estimate
of equity instruments that will eventually vest, with a corresponding increase in equity. At
the end of each reporting period, the Company revises its estimates of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any
is, recognised in Statement of Profit and Loss such that the cumulative expenses reflects
the revised estimate, with a corresponding adjustment to the shared option outstanding
account.

No expense is recognised for options that do not ultimately vest because non market
performance and/or service conditions have not been met.

The dilutive effect of outstanding options is reflected as additional share dilution in the
computation of diluted earnings per share.

2.15 Cash and cash equivalents

Cash and cash equivalents includes cash on hand, demand deposits held with financial
institution, other short-term, highly liquid investments with original maturities of three
months or less that are readily convertible to know cash and which are subject to an
insignificant risk of changes in value.

2.16 Earnings per share

Basic earnings per share (''BEPS'') is computed by dividing net profit or loss for the period
attributable to equity shareholders by the weighted average number of equity shares
outstanding for the period.

Diluted earnings per share (''DEPS'') is computed by dividing the net profit or loss for the period
attributable to equity shareholders and the weighted average number of equity shares
considered for deriving basic earnings per share and also the weighted average number of
equity shares that could have been issued upon conversion of all dilutive potential equity
shares.

Dilutive potential equity shares are deemed converted as of the beginning of the year,
unless issued at a later date. In computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per share or increases loss per
share are included. The number of shares and potentially dilutive equity shares are adjusted
retrospectively for all periods presented for the share splits.

2.17 Cash flow statements

Cash flows are reported using indirect method, whereby net profits before tax is adjusted
for the effects of transactions of a non-cash nature and any deferrals or accruals of past
or future cash receipts or payments. The cash flows from regular operating, investing and
financing activities of the Company are segregated.

2.18 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision maker (CODM). Only those business activities are
identified as operating segment for which the operating results are regularly reviewed by the
CODM to make decisions about resource allocation and performance measurement.

The Company''s management examines the Company''s performance as a whole i.e., providing
technological solution services and accordingly the Company has only one reportable
segment.

The Company generates revenue from rendering services to customers located outside
India. All the assets of the Company are situated in India. Geographical segment to the extent
of revenue generated from sales outside India has been disclosed (Refer Note no. 40).

Effective April 1, 2019, the Company adopted Ind AS 116 "Leases", applied to all lease
contracts existing on April 1,2019 prospectively and has accrued Lease Liabilities at present
value and equivalent Right of use assets on the date of initial application.

Lease Modification in Right of use assets - Building (Refer Note 36):

During the current financial year, the Company revised its lease agreement for a property
with effect from September 1,2024

i) The existing Right-of-Use (ROU) Asset and corresponding lease liability were
derecognised, with an adjustment of '' 43,596.90 (''000'') made to the ROU Liability. A
new lease liability of '' 9,553.28 (''000'') was recognised for the revised lease agreement.
An adjustment of '' 411.37 (''000'') was made towards prepaid rent in respect of a
lease deposit. Additionally, a further adjustment of '' 203.26 (''000'') was made due to
a reduction in one seat of rental charges effective from November 27, 2024. thereby

the net addition to the ROU Asset amounted to '' 9,761.91 (''000''), and will be amortised
over the remaining lease term of 14 months from the date of modification.

During the previous financial year,

(i) Considering that there has been a change in the consideration payable for the
lease payments on account of deferring of the rent escalation by one month, it led
to a modificition in the terms of the lease contract and hence treated it as a lease
modification transaction.

(ii) Wherein the lease liability has been reassessed from the date of modification
considering the revised rate of discounting the lease payments.

(iii) This has led to an increase in the lease liability by 240.51 (in ''000) the corresponding
effect of which has been given to the ROU Asset.

(iv) Further the increase in the ROU Asset will be ammortised over the remaining lease
duration of 24 months.

* On November 01, 2021, the Company subscribed to 100 Equity shares of Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £100, accordingly Xelpmoc
Design and Tech UK Limited becomes the wholly owned subsidiary of the Company. The Company intends to offer technology services and solutions to public and private sector clients
engaged in e-commerce, hospitality, healthcare, education, and various other industries through this Wholly Owned subsidiary.

During the year ended March 31, 2023 subscribed to additional 1,30,000 Equity shares Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £1,30,000 thereby
continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.

Further during the year ended March 31, 2024 subscribed to additional 29,900 Equity shares Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £29,900
thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.

As of March 31, 2025, Xelpmoc Design and Tech UK Limited had initiated the process of liquidation by filing an application prior to the balance sheet date. Since the investment satisfies the
criteria under Ind AS 105 - Non-Current Assets Held for Sale and Discontinued Operations, it has been reclassified as a ''Non-Current Asset Held for Sale''. The liquidation is expected to be
completed within 12 months from the reporting date, and the remaining net assets are yet to be received as of the reporting date.

1) The Company as subscriber to the memorandum of association upon incorporation of Xperience India Private Limited on Spetember 9, 2022 subscribed to 21,50,000 shares at '' 1 each
per share. Post this acquisition the Company holds 43% of the share capital of the investee Company, accordingly Xperience India Private Limited becomes the associate entity of the
Company. During the year, Company has impaired value of investement in Xperience India Private Limited, based on impairment indicators and management assessment Company by
'' 2150.00 (''000) during the year ended 31^st March, 2024 and 31^st March, 2025. The impairment losses had been appropriately recognised through statement of Profit and Loss.

2) During the year ended March 31, 2025, the Company fully disposed of its 25% investment in Mayaverse Inc., which had been acquired during the previous financial year. The resulting
gain or loss from the disposal was recognized in Other Comprehensive Income (OCI).

¹ Sale of investment: During the year ended March 31,2025, the investment in Fortigo Network Private Limited, Firstsense Solutions Private Limited and Rype Fintech Private Limited were sold.

² During the year ended March 31,2025, the Company has made an investment in SkillPraman Proof of Skill Private Limited by subscribing to 1,509 Equity Shares of '' 1 each, fully paid up.

² During the year ended March 31, 2025, the Company has made an additional Investment in One Point Six Technologies Private Limited by subscribing to 8,650 Equity Shares of '' 10 each,
fully paid up.

⁴ During the year ended March 31,2025, the Company has made a capital contribution to Integrative Ventures LLP amounting to '' 6,500.

Notes:

1) Investments in equity instruments of private limited entities has been designated as fair value through other comprehensive income. The valuation of these shares as on the valuation
date has been arrived at using the discounted cash flow method/Market comparable method.

b) Issue of shares under ESOP scheme

During the year ended 31^st March, 2025, the Company has issued and allotted 91,580 equity shares upon conversion of Stock Options granted pursuant to Xelpmoc Design and Tech Limited
Employee Stock Option Scheme 2019. Consequent to these allotments, the paid-up capital of the Company stands increased to '' 14,71,99,930 comprising of 1,47,19,993 equity shares at
face value of '' 10/- each.

During the year ended 31^st March, 2024, the Company has issued and allotted 1,00,000 equity shares upon conversion of Stock Options granted pursuant to Xelpmoc Design and Tech
Limited Employee Stock Option Scheme 2019. Consequent to these allotments, the paid-up capital of the Company stands increased to '' 14,62,84,130 comprising of 1,46,28,413 equity
shares at face value of '' 10/- each.

a

g) Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash/by way of bonus *
shares and aggregate number and class of shares bought back during the period of five years immediately preceding the reporting date:

¦ No shares have been allotted as fully paid-up pursuant to any contract without payment being received in cash;

¦ No shares have been allotted as fully paid-up by way of bonus shares; and

¦ No shares have been bought back by the company.

h) The Company has not paid any dividend in last 3 years.

i) Capital Management

The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize
shareholder value. The Company makes adjustments to its capital structure based on economic conditions or its business requirements. To maintain/adjust the capital structure the
Company may make adjustments to dividend paid to its shareholders or issue new shares.

The Company monitors capital using the metric of Net Debt to Equity. Net Debt is defined as borrowings less cash and cash equivalents, fixed deposits and readily redeemable investments.

The Company has no borrowings as on the reporting date.

Performance obligations and remaining performance obligations:

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as
to when the Company expects to recognize these amounts in revenue.

Applying the practical expedient as given in para 121 of Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the
performance obligation is part of a contract that has an original expected duration of one year or less and where the revenue recognized corresponds directly with the value to the customer
of the entity''s performance completed to date, typically those contracts where invoicing is on time and material basis.

As all the open contracts as on the reporting date are either with original expected duration of one year or less or are time and material contracts no disclosure pertaining to remaining
performance obligation is required.

As per Ind AS 115, unbilled revenues of '' 2,710.90 (''000s) for year ending March 31,2025 ('' 21,489.03 (''000s) for year ending March 31, 2024) has been considered as a financial asset.

NOTE 36: LEASES (Contd.)

Lease Modification in Right of use assets - Building:

During the current financial year, the Company revised its lease agreement for a property

with effect from September 1,2024

i) The existing Right-of-Use (ROU) Asset and corresponding lease liability were
derecognised, with an adjustment of '' 43,596.90 (''000'') made to the ROU Liability.

ii) A new lease liability of '' 9,553.28 (''000'') was recognised for the revised lease agreement.
An adjustment of '' 411.37 (''000'') was made towards prepaid rent in respect of a lease
deposit. Additionally, a further adjustment of '' 203.26 (''000'') was made due to a
reduction in one seat of rental charges effective from November 27, 2024. thereby the
net addition to the ROU Asset amounted to '' 9,761.91 (''000''), and will be amortised
over the remaining lease term of 14 months from the date of modification.

During the previous financial year,

(i) considering that there has been a change in the consideration payable for the
lease payments on account of deferring of the rent escalation by one month, it led
to a modificition in the terms of the lease contract and hence treated it as a lease
modification transaction.

(ii) Wherein the lease liability has been reassessed from the date of modification
considering the revised rate of discounting the lease payments.

(iii) This has led to an increase in the lease liability by 240.51 (in ''000) the corresponding
effect of which has been given to the ROU Asset.

(iv) Further the increase in the ROU Asset will be ammortised over the remaining lease
duration of 24 month.

NOTE 38: EMPLOYEE BENEFITS

a) Defined Contribution Plan

Provident Fund and Employee State Insurance (ESIC):

The contributions to the Provident Fund and ESIC of certain employees are made to a
Government administered Provident Fund and ESIC and there are no further obligations
beyond making such contribution on the Company.

b) Defined Benefit Plan

Gratuity:

The liability in respect of future payment of gratuity to retiring employees on retirement is
provided on the basis of actual number of year''s entitlement pending to be paid as at the
end of each year. The Company estimates and provides the liability towards gratuity on the
basis of actuarial valuation made at the end of the year.

These benefit plans expose the Company to actuarial risks, such as longevity risk, interest
rate risk and investment risk.

x) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Interest Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

Demographic Risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement The effect of these
decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate
withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

IV) Employee Stock Option Plan (ESOP):

Xelpmoc Design & Tech Employee Stock Option Scheme 2019 ("ESOP 2019"):

Pursuant to shareholders approval by way of a special resolution in the Annual General meeting held on September 27, 2019, the Nomination and Remuneration Committee and Board
of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 8,22,300 (Eight Lakhs Twenty Two Thousand
Three Hundred Only) representing nearly 6% of the paid up equity share capital of the Company as on August 06, 2019, exercisable into 8,22,300 (Eight Lakhs Twenty Two Thousand Three
Hundred) Equity Shares of '' 10/- each of the Company to or for the benefit of permanent employees of the Company (present & future). Further, the Company has obtained Shareholders
approval through postal ballot by special resolution dated February 19, 2020 in respect of grant of Stock Options under Xelpmoc Design and Tech Limited ESOP Scheme 2019 to the
identified employees of the Company, during any one year equal to or exceeding 1% of the issued capital of the Company at the time of grant of option. The Option granted under ESOP

2019 shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors).
These instruments will be equity settled and will generally vest as determined by the administrator. The Company has received in-principle approval for listing from BSE and NSE on July 31,

2020 and June 23, 2020 respectively.

Xelpmoc Design & Tech Employee Stock Option Scheme 2020 ("ESOP 2020"):

Pursuant to shareholders approval by way of a special resolution in the Annual General meeting held on September 30, 2020, the Nomination and Remuneration Committee and Board
of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 5,00,000 (Five Lakhs Only) representing nearly
3.65% of the paid up equity share capital of the Company as on August 14, 2020, exercisable into 5,00,000 (Five Lakhs Only) Equity Shares of '' 10/- each of the Company to or for the
benefit of permanent employees of the Company (present & future). The Option granted under ESOP 2020 shall vest based on the achievement of defined annual performance parameters
as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments will be equity settled and will generally vest as determined by the
administrator. The Company has received in-principle approval for listing from BSE and NSE on January 11,2021 and January 04, 2021 respectively.

NOTE 39: FINANCIAL RISK MANAGEMENT

The activities of the Company exposes it to a number of financial risks namely market
risk, credit risk and liquidity risk. The Company seeks to minimize the potential impact of
unpredictability of the financial markets on its financial performance.

A. Management of Market Risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk comprises of three types of risks:
interest rate risk, price risk and currency rate risk. Financial instruments affected by market
risk includes borrowings, investments and derivative financial instruments.

(i) Management of interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. The Company does not have any
exposure to interest rate risks since it has no borrowings.

(ii) Management of price risk:

The Company invests its surplus funds in various unlisted equity and preference shares.
Investments in unlisted equities and preference shares are susceptible to market price risk,
arising from changes in availability of future free cash flow which may impact the return
and value of the investments. The Company mitigates this risk by periodically evaluating the
performances of the investee Company.

(iii) Management of currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company has foreign currency
trade receivables and is therefore exposed to foreign exchange risk. The Company mitigates
the foreign exchange risk by setting appropriate exposure limits and periodic monitoring of
the exposures. The exchange rates have been volatile in the recent years and may continue
to be volatile in the future. Hence the operating results and financials of the Company may be
impacted due to volatility of the rupee against foreign currencies.

B. Management of Credit Risk:

Credit risk refers to the risk of default on its obligations by a counterparty to the Company
resulting in a financial loss to the Company. The Company is exposed to credit risk from its
operating activities (trade receivables) and from its financing activities including investments
in unlisted securities, foreign exchange transactions and financial instruments.

Credit risk from trade receivables is managed through the Company''s policies,
procedures and controls relating to customer credit risk management by establishing
credit limits, credit approvals and monitoring creditworthiness of the customers to which
the Company extends credit in the normal course of business. Outstanding customer
receivables are regularly monitored. The Company has no concentration of credit risk as
the customer base is widely distributed.

Other receivables consist primarily of security deposits, advances to employees and other
receivables. The risk of default is assessed as low.

Security deposits includes amounts due in respect of certain lease contracts.

The risk of default is considered low as the counter parties represent apart from the
governmental authority large, well established companies within India.

Credit risk from investments of surplus funds is managed by the Company''s treasury in
accordance with the Board approved policy and limits. Investments of surplus funds are
made only with those counter parties who meet the minimum threshold requirements as
prescribed by the Board. The Company monitors the financial strength of its counter parties
and adjusts its exposure accordingly.

Credit risk on cash and cash equivalents is assessed as low risk as the Company does not
have any deposits and the entire amount represents balance in current account with banks.

* Income Tax Matters

The Company has received the Notice under Sec 154 of Income Tax Act, 1961 dated July 25, 2023 raising a demand of INR. 287.40 (''000s). In response, the Company filed an appeal
application with the National Faceless Appeal Center on November 22, 2024 and subsequently submitted the required documents on November 26, 2024. As of the reporting date, no
order has been received in this matter.

# Goods and Services Tax Matters

The Company has received the following Show Cause Notices under the Goods and Services Tax Act, 2017:

1) A Show Cause Notice dated November 20, 2024, issued under Section 73(1) of the Goods and Services Tax Act, 2017, for the financial year 2020-21, involving an amount of ''. 93.931
(''000s) (including interest and penalty).

2) A Show Cause Notice dated January 31,2025, issued under Sections 73 or 74(1) of the Karnataka Goods and Services Tax Act, 2017, read with Rule 142 of the Karnataka Goods and
Services Tax Rules, 2017, and the concurrent provisions of the Central Goods and Services Tax Act, 2017, and Section 20 of the Integrated Goods and Services Tax Act, 2017, for the
financial year 2018-19, involving an amount of '' 4,990.05 (''000s) (including interest and penalty). The notice has been issued on the grounds of applicability of Sections 17(2) and 17(3)
of the Central Goods and Services Tax Act, 2017.

The Company has submitted its responses to the above notices to the respective authorities. As of the reporting date, no adjudication order has been received in respect of these matters.

Based on the assessment conducted by the management, in consultation with external tax consultants, the possibility of an outflow of economic resources is considered to be possible, but
not probable. Accordingly, the above matters have been disclosed as contingent liabilities in accordance with the requirements of Ind AS 37-Provisions, Contingent Liabilities and Contingent
Assets.

B) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of
Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active
consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the
period in which, the Code becomes effective and the related rules to determine the financial impact are published.

43. EVENTS AFTER THE REPORTING PERIOD

There were no events that occurred after the reporting period i.e. 31 March, 2025 upto the date of approval of financial statements that require any adjustment to the carrying value of
assets and Liabilities.

45. RECENT PRONOUNCEMENT

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
During the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable
to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its
financial statements.

46. SUBSIDIARIES

During the year, the Board of Directors reviewed the affairs of the subsidiaries, in accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of
the financial statements of our subsidiaries in the prescribed format AOC-1 is appended in Annexure A to the consolidated financial statements.

47. DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013

(i) The Company doesn''t hold any immovable property whose title deeds are not held in
the name of the Company.

(ii) The Company does not have any benami properties. There are no proceedings
initiated or pending against the Company for holding Benami property under Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules thereunder.

(iii) The Company doesn''t hold any Investment property hence the fair value of investment
property (as measured for disclosure purposes in the financial statements) based on
the valuation by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017 is not applicable.

(iv) The Company has not revalued its Property, Plant and Equipment (including Right of
used assets) hence the revaluation based on the valuation by a registered valuer as
defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is
not applicable.

(v) The Company has not revalued its intangible assets hence the revaluation based on
the valuation by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017 is not applicable.

(vi) The Company has not granted any loans or advances in the nature of loans to promoters,
directors, KMPs and the related parties (as defined under the CompaniesAct, 2013),
either severally or jointly with any other person that are repayable on demand or
without specifying any terms or period of repayment, hence the additional disclosure
in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.

(vii) The Company is not declared as a ''wilful defaulter'' by any bank or financial institution or
other lender, hence the additional disclosure in terms of the amendments to Schedule
III of the Company Act, 2013 is not applicable.

(viii) The Company does not have any transactions and there are no outstandingbalance
with struck off companies under section 248 of Companies Act 2013 or section 560 of
Companies Act 1956.

(ix) There is no charges or satisfaction yet to be registered with Registrar of Companies
(ROC).

(x) The Company has complied with the number of layers prescribed under clause (87) of
section 2 of the Act read with the Companies (Restriction on number of Layers) Rules,
2017, hence the additional disclosure in terms of the amendments to Schedule III of the
Company Act, 2013 is not applicable.

(xi) The Company has not borrowed funds from Banks or Financial institutions, hence the
additional disclosure in terms of the amendments to Schedule III of the Company Act,
2013 is not applicable.

(xii) The Company has not invested (either borrowed funds or share premium or any
other source or kind of funds) to any other person(s) or entity(ies) including Foreign
entities (Intermediaries), hence the additional disclosure in terms of the amendments
to Schedule III of the Company Act, 2013 is not applicable.

(xiii) No Scheme of Arrangements has been approved by the Competent Authority in terms
of sections 230 to 237 of the Companies Act, 2013, hence the additional disclosure in
terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.

(xiv) The Company has not advanced or loaned or invested funds to any other person(s) or
entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the
intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (ultimate beneficiaries); or

(b) provide any guarantee, security, or the like to or on behalf of the ultimate
beneficiaries".

(xv) The Company has not received any fund from any other person(s) or entity(ies),
including foreign entity(ies) (funding party) with the understanding (whether recorded
in writing or otherwise) that the funding party shall;

(a) directly or indirectly lend or invest in other persons or entities indentified in any
manner whatsoever by or on behalf of the funding party (ultimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

47. DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013 (Contd.)

(xvi) The Company has no such transactions which are not reported in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme
and the Company also has no such previously unrecorded income and related assets which needs to be recorded in the books of account during the year.

(xvii) The Company is not covered under section 135 of the Companies Act, 2013 in the current Financial year, hence the additional disclosure in terms of the amendments to Schedule III
of the Company Act, 2013 is not applicable.

(xviii) The Company has not traded or invested in crypto currency or virtual currency, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013
is not applicable.

In terms of our report of even date attached

For JHS & Associates LLP For Xelpmoc Design and Tech Limited

Chartered Accountants

Firm Registration No. 133288W/W100099

CA.Samad Dhanani Sandipan Chattopadhyay Srinivas Koora Jaison Jose Vaishali Shetty

Partner Managing Director Whole Time Director and Whole Time Director Company Secretary

Membership No.: 177200 and Chief Executive Officer Chief Financial Officer DIN: 07719333 Place: Mumbai

Place: Mumbai DIN: 00794717 DIN: 07227584 Place: Mumbai Date: 30^th May 2025

Date: 30^th May 2025 Place: Hyderabad Place: Hyderabad Date: 30^th May 2025

Date: 30^th May 2025 Date: 30^th May 2025

---

Mar 31, 2024

Effective ApriL 1, 2019, the Company adopted Ind AS 116 “Leases”, appLied to aLL Lease contracts existing on ApriL 1, 2019 prospectiveLy and has accrued Lease Liabilities at present vaLue and equivalent Right of use assets on the date of initial application.

Lease Modification:

(i) Considering that there has been a change in the consideration payabLe for the Lease payments on account of deferring of the rent escalation by one month, it has Led to a modificition in the terms of the Lease contract and hence we have treated it as a Lease modification transaction.

(ii) Wherein the Lease Liability has been reassessed from the date of modification considering the revised rate of discounting the Lease payments.

(iii) This has Led to an increase in the Lease Liability by '' 240.51 (in ‘000) the corresponding effect of which has been given to the ROU Asset.

(iv) Further the increase in the ROU Asset wiLL be ammortised over the remaining Lease duration of 24 months”.

On November 01, 2021, the Company subscribed to 100 Equity shares of XeLpmoc Design and Tech UK Limited, UK of £ 1 each, for a totaL consideration of £ 100, accordingly XeLpmoc Design and Tech UK Limited becomes the whoUy owned subsidiary of the Company. The Company intends to offer technology services and solutions to public and private sector clients engaged in e-commerce, hospitality, healthcare, education, and various other industries through this WhoUy Owned subsidiary.

During the year ended March 31, 2023 subscribed to additional 1,30,000 Equity shares Xelpmoc Design and Tech UK Limited, UK of £ 1 each, for a total consideration of £ 1,30,000 thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.

Further during the year ended March 31, 2024 subscribed to additional 29,900 Equity shares Xelpmoc Design and Tech UK Limited, UK of £ 1 each, for a total consideration of £ 29,900 thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.

1) The Company as subscriber to the memorandum of association upon incorporation of Xperience India Private Limited on Spetember 9, 2022 subscribed to 21,50,000 shares at Re. 1 each per share. Post this acquisition the Company hoLds 43% of the share capital, of the investee Company, accordingly Xperience India Private Limited becomes the associate entity of the Company. During the year, Company has impaired vaLue of investement in Xperience India Private Limited, based on impairment indicators and management assessment Company by '' 2,150.00 (‘000) during the year ended 31^st March, 2024. The impairment Losses had been appropriately recognised through statement of Profit and Loss.

2) During the year ended March 31, 2024 Company invested in the shares of Mayaverse Inc., USA a a totaL consideration of USD 2,50,000 for 2,500 common stock (equity shares) hoLding 25% of the share capitaL.

1) Investments in equity instruments of private Limited entities has been designated as fair vaLue through other comprehensive income. The vaLuation of these shares as on the vaLuation date has been arrived at using the discounted cash flow method/Market comparable method.

2) The Company has made investment in technology start ups entity Fortigo, Firstsense and Accelerated as it has been incurring continuous losses and unable to raise funds. As a result, based on the impairment indicators and internal assessment done by the Management of the Company, the Company during FY 23-24 has fuHy provided for impairment in the value of the investments in Fortigo, Firstsense and Accelerated for '' 11,121.97 (‘000), '' 2,661.43 (‘000) and 27,582.54 (‘000) respectively, which is equivalent to the carrying value of the Investment. The impairment losses have been appropriately recognised through OCI in the year ended 31 March 2024.

b) Initial Public Offer:

Variation in the object of the issue and utilization of the ipo proceeds

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 7 7332 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”

Explanation for the variation

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

¹'' 1,261.79 ('' in 000’s) utiLised before variation of the Objects of the Issue and '' 1,281.40 ('' in 000’s) utiLized after variation of the Objects of the Issue.

²UtiLised before first variation of the Objects of the Issue for originaL object i.e. for purchase of fit outs for new development centers in KoLkata and Hyderabad.

³'' 41,677.03 ('' In ‘000s) utiLised before first variation of the Objects of the Issue and '' 1,03,465.68 ('' In ‘000s) utiLized after first variation of the Objects of the Issue and '' 7,332.00 ('' in ‘000s) utiLized after second variation of the Objects of the Issue.

⁴'' 35,526.93 ('' In 1000s) utiLised before first variation of the Objects of the Issue and '' 10,202.56 ('' In 1000s) utiLized after first variation of the Objects of the Issue.

Further to inform you that as stated above, IPO proceeds have been fuLLy utiLized during the year ended March 31, 2024.

c) Preferntial Allotment:

During the financiaL year 2021-22, the Company has issued and aLLotted 7,20,000 Equity shares of face vaLue of '' 10/- each fuLLy paid-up, at a price of '' 375/- per Equity share (incLuding securities premium of '' 365) on preferentiaL basis, aggregating '' 2,70,000.00 thousands to Foreign PortfoLio Investors - Category I (QIBs). The Company has aLLotted the said Equity shares at its meeting of the Management Committee of the Board of directors heLd on 24^th August, 2021. The proceeds of such aLLotment has been received by the Company as on 24^th August, 2021.

d) Issue of shares under ESOP scheme:

During the year ended 31^st March, 2024, the Company has issued and allotted 1,00,000 equity shares upon conversion of Stock Options granted pursuant to XeLpmoc Design and Tech Limited EmpLoyee Stock Option Scheme 2019. Consequent to these allotments, the paid-up capital, of the Company stands increased to '' 14,62,84,130 comprising of 1,46,28,413 equity shares at face vaLue of '' 10/- each.

During the year ended 31^st March, 2023, the Company has issued and aLLotted 50,000 equity shares upon conversion of Stock Options granted pursuant to XeLpmoc Design and Tech Limited EmpLoyee Stock Option Scheme 2019. Consequent to these aLLotments, the paid-up capitaL of the Company stands increased to '' 14,52,84,130 comprising of 1,45,28,413 equity shares at face vaLue of '' 10/- each.

e) Shares reserved for issue under options:

For detaiLs of shares reserved for issue under the ESOP of the Company, refer note 37.

f) Terms/rights attached to equity shares:

The Company has onLy one cLass of equity shares having a par vaLue of '' 10/- per share. Each sharehoLder is entitLed to vote in proportion to his share of the paid up equity capitaL of the Company except upon voting by “Show of hands” where one share sharehoLder is entitLed to one vote. In the event of Liquidation of the Company, the hoLders of equity shares wiLL be entitLed to receive remaining assets of the Company in proportion to their sharehoLdings. The SharehoLders are entitLed to receive dividend in proportion to the amount of paid up equity shares heLd by them. The Company has not decLared any dividend during the Last three financiaL years.

i) Aggregate number of bonus shares issued, for consideration other than cash during the period of 5 years immediately preceeding the reporting date:

The Company by way of Special. Resolution had recommended to capitaLise a sum of '' 3,62,07,250/- out of the amount standing to the credit of the securities premium accounts on March 31, 2018, and the aforesaid amount be applied for paying up, in fuLL, at par 36,20,725 equity shares of '' 10/- each in the capitaL of the Company. The bonus shares had been issued to such member hoLding equity shares as per the Register of Equity Shareholders as on 27^th JuLy, 2018 (“Record Date”), in proportion of 55 (Fifty Five) Equity Shares for every 100 (One Hundred) Equity Shares.

j) The Company has not paid any dividend in Last 3 years.

k) Capital Management:

The primary objective of the Company’s capitaL management is to ensure that it maintains an efficient capitaL structure and heaLthy capitaL ratios to support its business and maximize sharehoLder vaLue. The Company makes adjustments to its capitaL structure based on economic conditions or its business requirements. To maintain/adjust the capitaL structure the Company may make adjustments to dividend paid to its sharehoLders or issue new shares.

The Company monitors capitaL using the metric of Net Debt to Equity. Net Debt is defined as borrowings Less cash and cash equivaLents, fixed deposits and readiLy redeemabLe investments. The Company has no borrowings as on the reporting date.

The Company offsets tax assets and Liabilities if and only if it has a Legally enforceable right to set off current tax assets and current tax Liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxabLe income in which the reLevant entity operates and the period over which deferred income tax assets wiH be recovered.

There are no Micro, SmaLL and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at the balance sheet date. The above information regarding Micro, SmaU and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

Performance obligations and remaining performance obligations:

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.

Applying the practical expedient as given in para 121 of Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the performance obligation is part of a contract that has an original expected duration of one year or less and where the revenue recognized corresponds directly with the value to the customer of the entity’s performance completed to date, typically those contracts where invoicing is on time and material basis.

As all the open contracts as on the reporting date are either with original expected duration of one year or less or are time and material contracts no disclosure pertaining to remaining performance obligation is required.

As per Ind AS 115, unbilled revenues of '' 21,489.02 (‘000s) for year ending March 31, 2024 and '' 40,249.11 (‘000s) for year ending March 31, 2023) has been considered as a financial asset.

NOTE 35: LEASES

Company amortises the depreciation on right of use assets over the Lease period and interest expenses on the Lease Liability in the statement of Profit & Loss.

The Company has eLected not to appLy the requirements of Ind AS 116 to certain Leases which are expiring within 12 months from the date of transition of leases for which the underlying asset is of Low value.

The Company during the year ended March 31, 2023 has recognised Lease LiabiLites amounting to '' 42,512.63 (‘000) and '' 6,395.95 (‘000) towards the Long term Lease contracts for Office premises and VehicLe respectively.

TotaL Lease rentaLs and interest on Lease Liabilities accounted for the year ended March 31, 2024 is '' 19,376.34 (‘000) and '' 2,061.38 (‘000) respectively (previous year ended March 31, 2023: '' 12,386.99 (‘000) and '' 2,537.92 (‘000) respectively).

Lease Modification:

(i) Considering that there has been a change in the consideration payabLe for the Lease payments on account of deferring of the rent escalation by one month, it has Led to a modificition in the terms of the Lease contract and hence we have treated it as a Lease modification transaction

(ii) Wherein the Lease Liability has been reassessed from the date of modification considering the revised rate of discounting the Lease payments

(iii) This has Led to an increase in the Lease Liability by '' 240.510 ('' in ‘000) the corresponding effect of which has been given to the ROU Asset.

(iv) Further the increase in the ROU Asset wiLL be ammortised over the remaining Lease duration of 24 months.

Further Company’s Leasing agreements in respect of operating Lease for office premises and computers which are not non-cancelable and the aggregate lease rentals payable are charged as rent.

The TotaL Lease payments accounted for the year ended March 31, 2024 is '' 3,406.99 (‘000) (previous year ended March 31, 2023 is '' 3,334.32 (‘000)).

NOTE 37: EMPLOYEE BENEFITS

a) Defined Contribution Plan

Provident Fund and Employee State Insurance (ESIC):

The contributions to the Provident Fund and ESIC of certain employees are made to a Government administered Provident Fund and ESIC and there are no further obligations beyond making such contribution on the Company.

b) Defined Benefit Plan

Gratuity:

The Liability in respect of future payment of gratuity to retiring employees on retirement is provided on the basis of actuaL number of year’s entitlement pending to be paid as at the end of each year. The Company estimates and provides the Liability towards gratuity on the basis of actuarial valuation made at the end of the year.

These benefit pLans expose the Company to actuarial risks, such as Longevity risk, interest rate risk and investment risk.

c) Amounts Recognised as Expense:

I) Defined Contribution Plan:

Employer’s Contribution to Provident Fund, ESIC and LWF amounting to '' 2,085.91 (‘000) (31^st March 2023: '' 1,705.91 (‘000)) has been incLuded under Contribution to Provident and Other Funds.

c) Amounts Recognised as Expense:

II) Defined Benefit Plan:

a. Gratuity cost amounting to '' 1,196.70 (‘000) (31^st March 2023: '' 1,022.29 (‘000)) has been induded in Note 29 under the head of employee benefit expenses.

b. Remeasurement (gain)/Loss on defined benefit pLan amounting to '' (71.86) (‘000) (31^st March 2023: '' 307.62 (‘000)) is credited to statement of Other comprehensive Income

ALthough the analysis does not take account of the fuLL distribution of cash fLows expected under the pLan, it does provide an approximation of the sensitivity of the assumptions shown.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

x) Risk exposure

Through its defined benefit pLans, the Company is exposed to a number of risks, the most significant of which are detailed below:

Interest Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields faLL, the defined benefit obligation wiLL tend to increase.

Salary Inflation risk: Higher than expected increases in salary wiLL increase the defined benefit obLigation.

Demographic Risk: This is the risk of variability of results due to unsystematic nature of decrements that indude mortality, withdrawal, disability and retirement The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typicaLLy costs less per year as compared to a long service employee.

III) Compensated absences:

The leave obligations cover the Company’s liability for earned leave.

(IV) Employee Stock Option Plan (ESOP):

Xelpmoc Design & Tech Employee Stock Option Scheme 2019 (“ESOP 2019”)

Pursuant to shareholders approvaL by way of a speciaL resolution in the AnnuaL GeneraL meeting heLd on September 27, 2019, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and aLLot from time to time, in one or more tranches, options not exceeding 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred OnLy) representing nearLy 6% of the paid up equity share capitaL of the Company as on August 06, 2019, exercisabLe into 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred) Equity Shares of '' 10/- each of the Company to or for the benefit of permanent empLoyees of the Company (present & future). Further, the Company has obtained SharehoLders approvaL through postaL baLLot by speciaL resoLution dated February 19, 2020 in respect of grant of Stock Options under XeLpmoc Design and Tech Limited ESOP Scheme 2019 to the identified empLoyees of the Company, during any one year equaL to or exceeding 1% of the issued capitaL of the Company at the time of grant of option. The Option granted under ESOP 2019 shaLL vest based on the achievement of defined annuaL performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments wiLL be equity settLed and wiLL generaLLy vest as determined by the administrator. The Company has received in-principLe approvaL for Listing from BSE and NSE on JuLy 31, 2020 and June 23, 2020 respectiveLy.

Xelpmoc Design & Tech Employee Stock Option Scheme 2020 (“ESOP 2020”)

Pursuant to sharehoLders approvaL by way of a speciaL resoLution in the AnnuaL GeneraL meeting heLd on September 30, 2020, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and aLLot from time to time, in one or more tranches, options not exceeding 5,00,000 (Five Lakhs OnLy) representing nearLy 3.65% of the paid up equity share capitaL of the Company as on August 14, 2020, exercisabLe into 5,00,000 (Five Lakhs OnLy) Equity Shares of '' 10/- each of the Company to or for the benefit of permanent empLoyees of the Company (present & future). The Option granted under ESOP 2020 shaLL vest based on the achievement of defined annuaL performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments wiLL be equity settLed and wiLL generaLLy vest as determined by the administrator. The Company has received in-principLe approvaL for Listing from BSE and NSE on January 11, 2021 and January 04, 2021 respectiveLy.

Fair value hierarchy

The fair vaLue hierarchy is based on inputs to valuation techniques that are used to measure fair vaLue that are either observabLe or unobservabLe and consists of the following three levels:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range.

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as weU as the significant unobservable inputs used.

A. Management of Market Risk

Market risk is the risk that the fair vaLue or future cash flows of a financial, instrument wiLL fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market risk includes borrowings, investments and derivative financial instruments.

(i) Management of interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument wifi fluctuate because of changes in market interest rates. The Company does not have any exposure to interest rate risks since it has no borrowings.

(ii) Management of price risk:

The Company invests its surplus funds in various unlisted equity and preference shares. Investments in unlisted equities and preference shares are susceptible to market price risk, arising from changes in availability of future free cash flow which may impact the return and value of the investments. The Company mitigates this risk by periodicafly evaluating the performances of the investee Company.

(iii) Management of currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument wifi fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade receivables and is therefore exposed to foreign exchange risk. The Company mitigates the foreign exchange risk by setting appropriate exposure Limits and periodic monitoring of the exposures. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financiaLs of the Company may be impacted due to voLatiLity of the rupee against foreign currencies.

NOTE 38: FINANCIAL RISK MANAGEMENT

The activities of the Company exposes it to a number of financiaL risks nameLy market risk, credit risk and liquidity risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial performance.

B. Management of Credit Risk

Credit risk refers to the risk of defauLt on its obligations by a counterparty to the Company resulting in a financial. Loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivables) and from its financing activities including investments in unlisted securities, foreign exchange transactions and financial instruments.

Credit risk from trade receivables is managed through the Company’s policies, procedures and controLs reLating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normaL course of business. Outstanding customer

receivabLes are reguLarly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.

Other receivabLes consist primariLy of security deposits, advances to empLoyees and other receivables. The risk of default is assessed as Low.

Security deposits indudes amounts due in respect of certain lease contracts.

The risk of default is considered Low as the counterparties represent apart from the governmental authority large, web established companies within India.

Management beLieves that the unimpaired amounts are still coLLectibLe in fuLL, based on historicaL payment behaviour and extensive anaLysis of customer credit risk, incLuding underlying customers’ credit ratings if they are avaiLabLe.

Credit risk from investments of surplus funds is managed by the Company’s treasury in accordance with the Board approved policy and limits. Investments of surplus funds are made only with those counterparties who meet the minimum threshold requirements as prescribed by the Board. The Company monitors the financial strength of its counter parties and adjusts its exposure accordingly.

Credit risk on cash and cash equivalents is assessed as Low risk as the Company does not have any deposits and the entire amount represents balance in current account with banks.

Credit risk for trade receivables is evaluated as follows:

Expected credit Loss for trade receivables and unbiLLed revenue under simplified approach.

C. Management of Liquidity Risk

Liquidity risk is the risk that the Company may not be abLe to meet its present and future cash obligations without incurring unacceptable Losses. The Company’s objective is to maintain at all times, optimum LeveLs of Liquidity to meet its obligations. The Company closely monitors its liquidity position and has a robust cash management system in place.

The Company is required to discLose segment information based on the ‘management approach’ as defined in Ind AS 108

Operating Segments, which in how the Chief Operating Decision Maker (CODM) evaluates the Company’s performance and aLLocates resources based on the anaLysis of the various performance indicators. In the case of the Company, the CODM reviews the resuLts of the Company as a whoLe as the Company is primarily engaged in the business of software development services. AccordingLy, the Company is a singLe CGU, hence singLe segment Company. The information as required under Ind AS 108 is avaiLabLe directLy from the financiaL statements, hence no separate discLosures have been made.

NOTE 41: COMMITMENTS AND CONTINGENCIES		(5 in ‘000)
Commitments (to the extent not provided for)	Year ended March 31, 2024	Year ended March 31, 2023
Commitment for Investment in Common Stock of Mayaverse Inc	-	2,071.04

The Indian Parliament has approved the Code on SociaL Security, 2020 which wouLd impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company wiLL assess the impact and its evaluation once the subject rules are notified and wiLL give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

NOTE 42: EVENTS AFTER THE REPORTING PERIOD

There were no events that occurred after the reporting period i.e. 31 March, 2024 upto the date of approval of financial statements that require any adjustment to the carrying value of assets and Liabilities.

NOTE 44: RECENT PRONOUNCEMENT

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) RuLes as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Group.

NOTE 45: SUBSIDIARIES/ASSOCIATES

During the year, the Board of Directors reviewed the affairs of the subsidiaries, in accordance with Section 129(3) of the Companies Act, 2013, a statement containing the saLient features of the financiaL statements of our subsidiaries in the prescribed format AOC-1 is appended in the Board’s report.

NOTE 46: DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013

(i) The Company doesn’t hoLd any immovable property whose titLe deeds are not heLd in the name of the Company.

(ii) The Company does not have any benami properties. There are no proceedings initiated or pending against the Company for hoLding Benami property under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and ruLes thereunder.

(iii) The Company doesn’t hoLd any Investment property hence the fair vaLue of investment property (as measured for discLosure purposes in the financiaL statements) based on the vaLuation by a registered vaLuer as defined under ruLe 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(iv) The Company has not revaLued its Property, PLant and Equipment (incLuding Right of used assets) hence the revaLuation based on the vaLuation by a registered vaLuer as defined under ruLe 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(v) The Company has not revaLued its intangibLe assets hence the revaLuation based on the vaLuation by a registered vaLuer as defined under ruLe 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(vi) The Company has not granted any Loans or advances in the nature of Loans to promoters, directors, KMPs and the reLated parties (as defined under the Companies Act, 2013), either severaLLy or jointLy with any other person that are repayabLe on demand or without specifying any terms or period of repayment, hence the additional discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(vii) The Company is not decLared as a ‘wiLfuL defauLter’ by any bank or financiaL institution or other lender, hence the additional disclosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(viii) The Company does not have any transactions and there are no outstandingbaLance with struck off companies under Section 248 of Companies Act 2013 or Section 560 of Companies Act 1956.

(ix) There is no charges or satisfaction yet to be registered with Registrar of Companies (ROC).

(x) The Company has compLied with the number of Layers prescribed under cLause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) RuLes, 2017, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(xi) The Company has not borrowed funds from Banks or FinanciaL institutions, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe

(xii) The Company has not invested (either borrowed funds or share premium or any other source or kind of funds) to any other person(s) or entity(ies) incLuding Foreign entities (Intermediaries), hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe

(xiii) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe

(xiv) The Company has not advanced or Loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the intermediary shaU:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries); or

(b) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(xv) The Company has not received any fund from any other person(s) or entity(ies), including foreign entity(ies) (funding party) with the understanding (whether recorded in writing or otherwise) that the funding party shaU;

(a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(xvi) The Company has no such transactions which are not reported in the books of accounts that has been surrendered or discLosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme and the Company aLso has no such previously unrecorded income and related assets which needs to be recorded in the books of account during the year.

(xvii) The Company is not covered under Section 135 of the Companies Act, 2013 in the current Financial year, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.

(xviii) The Company has not traded or invested in crypto currency or virtuaL currency, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable

---

Mar 31, 2023

On November 01, 2021, the Company subscribed to 100 Equity shares of XeLpmoc Design and Tech UK Limited, UK of £ 1 each, for a totaL consideration of £ 100, accordingly XeLpmoc Design and Tech UK Limited becomes the whoby owned subsidiary of the Company. The Company intends to offer technology services and solutions to public and private sector cLients engaged in e-commerce, hospitaLity, heaLthcare, education, and various other industries through this Wholly Owned subsidiary.

Further during the year ended March 31, 2023 subscribed to additional 1,30,000 Equity shares Xelpmoc Design and Tech UK Limited, UK of £ 1 each, for a total consideration of £ 1,30,000 thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.

1) On September 23, 2021, the Company disposed of its investments in Madworks Ventures Private Limited for a totaL consideration of 5 72.22 (7 ’000), accordingly the Company cease to be an associate effective that date.

2) The Company as subscriber to the memorandum of association upon incorporation of Xperience India Private Limited on Spetember 9, 2022 subscribed to 21,50,000 shares at 7 1 each per share. Post this acquisition the Company hoLds 43% of the share capitaL of the investee Company, accordingly Xperience India Private Limited becomes the associate entity of the Company.

¹ During the year ended March 31, 2023 3,798 fuLLy paid up Optionally Convertible Preference Shares of Naik TechXP Private Limited were converted into Equity shares of 7 10 each fuLLy paid up in the ratio of 1:1. The converted equity shares aLong with the existing shares were soLd during the year.

² During the year ended March 31, 2023 1,074 fuHy paid up OptionaTy Convertible Preference Shares of Graposs Edutech Private Limited were redeemed.

³ During the year ended March 31, 2023 17,843 and March 31, 2022 17,843 fuLLy paid up OptionaLLy Convertible Preference Shares of Rype fintech Private Limited were converted

into Equity shares of 7 10 each fuLLy paid up in the ratio of 1:1 respectiveLy.

⁴ CLassified to current investments as at March 31, 2023.

Notes:

1) Investments in equity instruments of private limited entities has been designated as fair value through other comprehensive income. The valuation of these shares as on the vaLuation date has been arrived at using the discounted cash flow method/Market comparabLe method.

2) The Company has made investment in technology start ups entity PHI Robotics Private Limited (PRPL) and Rype Fintech Private Limited (RFPL) as it has been incurring continuous losses and unable to raise funds. As a result, based on the impairment indicators and internal assessment done by the Management of the Company, the Company during FY 22-23 has fuLLy provided for impairment in the vaLue of the investments in PRPL and RFPL for 7 318.19 (‘000) and 7 19,714.48 (‘000) respectiveLy, which is equivaLent to the carrying value of the Investment. The impairment losses have been appropriately recognised through OCI in the year ended March 31, 2023.

- The Company has made investment in technology start ups entity InteTibuzz TEM Private Limited (ITPL) and Taxitop Media Private Limited (TMPL) a as it has been incurring

continuous losses and unable to raise funds. As a result, based on the impairment indicators and internal assessment done by the Management of the Company, the Company

during FY 21-22 has fuLLy provided for impairment in the vaLue of the investments in ITPL and TMPL for 7 3,013.30 (‘000) and 7 2,084.70 (‘000) respectiveLy, which is equivaLent to the carrying value of the Investment. The impairment losses have been appropriately recognised through OCI in the year ended March 31, 2023.

b) Initial Public Offer

During the year ended March 31, 2019, the Company completed an Initial. PubLic Offering (IPO) of its shares consisting of a fresh offer of equity shares of 5 10 each at a premium of 5 56 per share and a discount of 5 3 per share to retaiL investors. The proceeds of the fresh offer component from the IPO amounted to 5 2,01,467.18 (5 in 1000s) (net of issue expenses). The equity shares of the Company were Listed on NSE and BSE effective February 04, 2019.

*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.

¹ 5 1,261.79 (7 in ‘000) utiLised before variation of the Objects of the Issue and 7 1,281.40 (7 in ‘000) utiLized after variation of the Objects of the Issue.

²UtiLised before variation of the Objects of the Issue for originaL object i.e. for purchase of fit outs for new development centers in KoLkata and Hyderabad.

³ 7 41,677.03 (7 in ‘000) utiLised before variation of the Objects of the Issue and 7 1,03,465.68 (7 in ‘000) utiLized after variation of the Objects of the Issue.

⁴ 7 35,526.93 (7 in ‘000) utiLised before variation of the Objects of the Issue and 7 10,202.56 (7 in ‘000) utiLized after variation of the Objects of the Issue.

IPO proceeds net of IPO reLated expenses which remain unutiLised as at March 31, 2023 temporariLy invested in debt mutuaL funds 7 4,575.036** (7 in ‘000) and baLance with banks 7 3,499.93 (7 in ‘000).

**VaLue stated represents investments which are marked to market as at March 31, 2023.

c) Preferential Allotment

During the financial, year 2021-22, the Company has issued and allotted 7,20,000 Equity shares of face vaLue of 7 10/- each fuLLy paid-up, at a price of 7 375/- per Equity share (incLuding securities premium of 7 365) on preferential basis, aggregating 7 2,70,000.00 thousands to Foreign PortfoLio Investors - Category I (QIBs).

The Company has allotted the said Equity shares at its meeting of the Management Committee of the Board of directors heLd on August 24, 2021. The proceeds of such allotment has been received by the Company as on August 24, 2021 and the unutiLised portion has been temporariLy invested in debt mutuaL funds 7 1,62,312.95* (7 in 000s) and baLance with banks 7 1,904.32 (7 in ‘000) as on March 31, 2023

d) Issue of shares under ESOP scheme:

During the year ended March 31, 2023, the Company has issued and aTotted 50,000 equity shares upon conversion of Stock Options granted pursuant to Xelpmoc Design and Tech Limited EmpLoyee Stock Option Scheme 2019. Consequent to these aLLotments, the paid-up capitaL of the Company stands increased to 7 14,52,84,130 comprising of 1,45,28,413 equity shares at face vaLue of 7 10/- each

e) Shares reserved for issue under options:

For details of shares reserved for issue under the ESOP of the Company, refer note 39.

f) Terms/rights attached to equity shares:

The Company has onLy one cLass of equity shares having a par vaLue of 7 10/- per share. Each sharehoLder is entitLed to vote in proportion to his share of the paid up equity capitaL of the Company except upon voting by “Show of hands” where one share shareholder is entitled to one vote. In the event of liquidation of the Company, the holders of equity shares wiT be entitled to receive remaining assets of the Company in proportion to their shareholdings. The Shareholders are entitled to receive dividend in proportion to the amount of paid up equity shares heLd by them. The Company has not decLared any dividend during the Last three financiaL years.

i) Aggregate number of bonus shares issued, for consideration other than cash during the period of 5 years immediately preceeding the reporting date:

The Company by way of Special. ResoLution had recommended to capitaLise a sum of f 3,62,07,250/- out of the amount standing to the credit of the securities premium accounts on March 31, 2018, and the aforesaid amount be applied for paying up, in fuLL, at par 36,20,725 equity shares of f 10/- each in the capital, of the Company. The bonus shares had been issued to such member holding equity shares as per the Register of Equity Shareholders as on July 27, 2018 (“Record Date”), in proportion of 55 (Fifty Five) Equity Shares for every 100 (One Hundred) Equity Shares.

j) The Company has not paid any dividend in last 3 years.

k) Capital Management

The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital, structure and healthy capitaL ratios to support its business and maximize shareholder vaLue. The Company makes adjustments to its capitaL structure based on economic conditions or its business requirements. To maintain/ adjust the capitaL structure the Company may make adjustments to dividend paid to its sharehoLders or issue new shares.

The Company monitors capitaL using the metric of Net Debt to Equity. Net Debt is defined as borrowings Less cash and cash equivalents, fixed deposits and readiLy redeemable investments. The Company has no borrowings as on the reporting date.

The Company offsets tax assets and Liabilities if and only if it has a Legally enforceable right to set off current tax assets and current tax Liabilities and the deferred tax assets and deferred tax Liabilities relate to income taxes Levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverabiLity of deferred income tax assets is based on estimates of taxabLe income in which the reLevant entity operates and the period over which deferred income tax assets wiLL be recovered.

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at the balance sheet date. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information avaiLabLe with the Company. This has been reLied upon by the auditors.

Performance obligations and remaining performance obligations:

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.

Applying the practical expedient as given in para 121 of Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the performance obligation is part of a contract that has an original expected duration of one year or less and where the revenue recognized corresponds directly with the value to the customer of the entity’s performance completed to date, typically those contracts where invoicing is on time and material basis.

As all the open contracts as on the reporting date are either with original expected duration of one year or less or are time and material contracts no disclosure pertaining to remaining performance obligation is required.

As per Ind AS 115, unbiLLed revenues of f 40,249.11 (‘000s) for year ending March 31, 2023 f 18,406.32 (‘000s) for year ending March 31, 2022) has been considered as a financial asset.

Note 37: LEASES

Company amortises the depreciation on right of use assets over the Lease period and interest expenses on the Lease Liability in the statement of Profit & Loss.

The Company has eLected not to appLy the requirements of Ind AS 116 to certain Leases which are expiring within 12 months from the date of transition of leases for which the underlying asset is of Low value.

The Company during the year has recognised Lease Liabilities amounting to f 42,512.63 (‘000) and f 6,395.95 (‘000) towards the Long term Lease contracts for Office premises and VehicLe.

TotaL Lease rentaLs and interest on Lease Liabilities accounted for the year ended March 31, 2023 is f 12,386.99 (‘000) and f 2,537.92 (‘000) respectiveLy (previous year ended March 31, 2022: NiL).

Further Company’s Leasing agreements in respect of operating Lease for office premises and computers which are not non-canceLLabLe and the aggregate Lease rentaLs payabLe are charged as rent.

The TotaL Lease payments accounted for the year ended March 31, 2023 is f 3,334.32 (‘000) (previous year ended March 31, 2022: 6,706.47 (‘000)).

Note 39: EMPLOYEE BENEFITSa) DEFINED CONTRIBUTION PLAN

Provident Fund and Employee State Insurance (ESIC)

The contributions to the Provident Fund and ESIC of certain empLoyees are made to a Government administered Provident Fund and ESIC and there are no further obligations beyond making such contribution on the Company

b) DEFINED BENEFIT PLAN

Gratuity

The LiabiLity in respect of future payment of gratuity to retiring empLoyees on retirement is provided on the basis of actuaL number of year’s entitlement pending to be paid as at the end of each year. The Company estimates and provides the LiabiLity towards gratuity on the basis of actuariaL vaLuation made at the end of the year.

These benefit pLans expose the Company to actuariaL risks, such as Longevity risk, interest rate risk and investment risk.

c) Amounts Recognised as Expense

I) Defined Contribution Plan

EmpLoyer’s Contribution to Provident Fund, ESIC and LWF amounting to f 1,705.91 (‘000) (March 31, 2022: f 1,191.30 (‘000))has been incLuded under Contribution to Provident and Other Funds.

II) Defined Benefit Plan

a. Gratuity cost amounting to f 1022.29 (‘000) (March 31, 2022: f 718.69 (‘000)) has been incLuded in Note 31 under the head of empLoyee benefit expenses.

b. Remeasurement (gain)/Loss on defined benefit pLan amounting to f 307.62 (‘000) (March 31, 2022: f (345.92) (‘000)) is credited to statement of Other comprehensive Income

x) Risk exposure

Through its defined benefit pLans, the Company is exposed to a number of risks, the most significant of which are detailed beLow:

Interest Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields faU, the defined benefit obligation wd tend to increase. Salary Inflation risk: Higher than expected increases in salary wd increase the defined benefit obligation.

Demographic Risk: This is the risk of variability of results due to unsystematic nature of decrements that indude mortality, withdrawal, disability and retirement The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typicaUy costs less per year as compared to a long service employee.

(IV) Employee Stock Option Plan (ESOP)

Xelpmoc Design & Tech Employee Stock Option Scheme 2019 (“ESOP 2019”)

Pursuant to shareholders approval, by way of a special. resoLution in the Annual. General, meeting heLd on September 27, 2019, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred OnLy) representing nearLy 6% of the paid up equity share capitaL of the Company as on August 06, 2019, exercisabLe into 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred) Equity Shares of f 10/- each of the Company to or for the benefit of permanent employees of the Company (present & future). Further, the Company has obtained SharehoLders approvaL through postaL baLLot by speciaL resoLution dated February 19, 2020 in respect of grant of Stock Options under XeLpmoc Design and Tech Limited ESOP Scheme 2019 to the identified employees of the Company, during any one year equaL to or exceeding 1% of the issued capitaL of the Company at the time of grant of option. The Option granted under ESOP 2019 shaLL vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments wiLL be equity settLed and wiLL generaLLy vest as determined by the administrator. The Company has received in-principLe approvaL for Listing from BSE and NSE on JuLy 31, 2020 and June 23, 2020 respectiveLy.

Xelpmoc Design & Tech Employee Stock Option Scheme 2020 (“ESOP 2020”)

Pursuant to sharehoLders approvaL by way of a speciaL resoLution in the AnnuaL GeneraL meeting heLd on September 30, 2020, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 5,00,000 (Five Lakhs OnLy) representing nearLy 3.65% of the paid up equity share capitaL of the Company as on August 14, 2020, exercisable into 5,00,000 (Five Lakhs Only) Equity Shares of f 10/- each of the Company to or for the benefit of permanent employees of the Company (present & future). The Option granted under ESOP 2020 shaLL vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments wiLL be equity settLed and wiLL generaLLy vest as determined by the administrator. The Company has received in-principLe approvaL for Listing from BSE and NSE on January 11, 2021 and January 04, 2021 respectiveLy.

Fair value hierarchy

The fair vaLue hierarchy is based on inputs to valuation techniques that are used to measure fair vaLue that are either observabLe or unobservabLe and consists of the following three LeveLs:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identicaL assets or Liabilities.

LeveL 2 — Inputs are other than quoted prices incLuded within LeveL 1 that are observabLe for the asset or Liability, either directLy (i.e. as prices) or indirectLy (i.e. derived from prices).

LeveL 3 — Inputs are not based on observabLe market data (unobservabLe inputs). Fair vaLues are determined in whoLe or in part using a valuation modeL based on assumptions that are neither supported by prices from observabLe current market transactions in the same instrument nor are they based on avaiLabLe market data.

The cost of unquoted investments incLuded in LeveL 3 of fair vaLue hierarchy approximate their fair vaLue because there is a wide range of possibLe fair vaLue measurements and the cost represents estimate of fair vaLue within that range.

B. Measurement of fair values

Valuation techniques and significant unobservabLe inputs.

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as weU as the significant unobservable inputs used.

The activities of the Company exposes it to a number of financial, risks namely market risk, credit risk and Liquidity risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial performance.

A. MANAGEMENT OF MARKET RISK:

Market risk is the risk that the fair value or future cash fLows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market risk includes borrowings, investments and derivative financial instruments.

(i) Management of interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any exposure to interest rate risks since it has no borrowings.

(ii) Management of price risk:

The Company invests its surplus funds in various unlisted equity and preference shares. Investments in unListed equities and preference shares are susceptibLe to market price risk, arising from changes in availability of future free cash flow which may impact the return and value of the investments. The company mitigates this risk by periodically evaluating the performances of the investee company.

(iii) Management of currency risk:

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade receivables and is therefore exposed to foreign exchange risk. The Company mitigates the foreign exchange risk by setting appropriate exposure limits and periodic monitoring of the exposures. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies.

B. MANAGEMENT OF CREDIT RISK:

Sensitivity analysis

A reasonably possible 5% strengthening (weakening) of the Indian Rupee against USD at March 31, 2023 and March 31, 2022 wouLd have affected the measurement of financial, instruments denominated in USD and affected profit or Loss by the amounts shown beLow. This analysis assumes that aLL other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financiaL Loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivabLes) and from its financing activities including investments in unlisted securities, foreign exchange transactions and financiaL instruments.

Credit risk from trade receivables is managed through the Company’s policies, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.

Other receivables consist primarily of security deposits, advances to employees and other receivables. The risk of default is assessed as Low.

Security deposits includes amounts due in respect of certain lease contracts.

The risk of default is considered Low as the counterparties represent apart from the governmental authority Large, weLL established companies within India.

Credit risk from investments of surpLus funds is managed by the Company’s treasury in accordance with the Board approved poLicy and Limits. Investments of surpLus funds are made onLy with those counterparties who meet the minimum threshold requirements as prescribed by the Board. The Company monitors the financiaL strength of its counter parties and adjusts its exposure accordingly.

Credit risk on cash and cash equivalents is assessed as Low risk as the company does not have any deposits and the entire amount represents baLance in current account with banks.

Credit risk for trade receivables is evaluated as follows

Expected credit Loss for trade receivabLes and unbiLLed revenue under simpLified approach.

C. MANAGEMENT OF LIQUIDITY RISK:

Liquidity risk is the risk that the Company may not be abLe to meet its present and future cash obligations without incurring unacceptable Losses. The Company’s objective is to maintain at aLL times, optimum LeveLs of Liquidity to meet its obligations. The Company cLoseLy monitors its Liquidity position and has a robust cash management system in pLace.

The principaL business of the company is to provide technoLogy services and soLutions, the company does not faLL into the definition of Non-Banking Finance Company as per the Reserve Bank of India Act, 1934.

The Company is required to discLose segment information based on the ‘management approach’ as defined in Ind AS 108.

Operating Segments, which in how the Chief Operating Decision Maker (CODM) evaluates the Company’s performance and aLLocates resources based on the analysis of the various performance indicators. In the case of the Company, the CODM reviews the resuLts of the Company as a whoLe as the Company is primarily engaged in the business of software development services. Accordingly, the Company is a singLe CGU, hence singLe segment Company. The information as required under Ind AS 108 is avaiLabLe directly from the financial statements, hence no separate disclosures have been made.

Revenues of 7 70,479.19 (7 In 000s) (March 31, 2022; 7 62,292.56 (7 In 000s)) are derived from three customers (March 31, 2022; four customers) who contributed more than 10% of the Company’s totaL revenue from software deveLopment services.

Geographical segment Particulars	Year ended March 31, 2023	'' In ‘000 Year ended March 31, 2022
Revenue for software deveLopment services;
- India	84,603.46	40,800.78
- Outside India	49,589.53	39,747.45
	1,34,192.99	80,548.23
There are no Non-Current Assets Located outside India. ALL the assets of the Company are Located in India.

Note 43: COMMITMENTS AND CONTINGENCIES		'' In ‘000
Commitments (to the extent not provided for)	Year ended March 31, 2023	Year ended March 31, 2022
Commitment for Investment in Common Stock of Mayaverse Inc	2,071.04	-
Purchase of CapitaL assets	-	487.27

The Indian ParLiament has approved the Code on SociaL Security, 2020 which wouLd impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and EmpLoyment has reLeased draft ruLes for the Code on SociaL Security, 2020 on November 13, 2020, and has invited suggestions from stakehoLders which are under active consideration by the Ministry. The Company wiLL assess the impact and its evaluation once the subject ruLes are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 44: EVENTS AFTER THE REPORTING PERIOD

There were no events that occurred after the reporting period i.e. March 31, 2023 upto the date of approval of financial statements that require any adjustment to the carrying vaLue of assets and LiabiLities.

Note 46: RECENT PRONOUNCEMENT

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 01, 2023, as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require companies to discLose their material, accounting poLicies rather than their significant accounting poLicies. Accounting poLicy information, together with other information, is materiaL when it can reasonabLy be expected to influence decisions of primary users of general, purpose financial, statements. The Company does not expect this amendment to have any significant impact in its financia, statements.

Ind AS 12 - Income Taxes

The amendments cLarify how companies account for deferred tax on transactions such as Leases and decommissioning obLigations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no Longer appLies to transactions that, on initiaL recognition, give rise to equaL taxabLe and deductible temporary differences. The Company is evaLuating the impact, if any, in its financia, statements.

Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

The amendments wiLL heLp entities to distinguish between accounting poLicies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financia, statements that are subject to measurement uncertainty”. Entities deveLop accounting estimates if accounting poLicies require items in financia, statements to be measured in a way that invoLves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

Note 47: SUBSIDIARIES

During the year, the Board of Directors reviewed the affairs of the subsidiaries, in accordance with Section 129(3) of the Companies Act, 2013, a statement containing the saLient features of the financia, statements of our subsidiaries in the prescribed format AOC-1 is appended in the Board’s report.

Note 48: DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013

(i) The Company doesn’t hoLd any immovabLe property whose titLe deeds are not heLd in the name of the Company.

(ii) The Company does not have any benami properties. There are no

proceedings initiated or pending against the Company for hoLding Benami property under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and ruLes thereunder.

(iii) The Company doesn’t hoLd any Investment property hence the fair vaLue of investment property (as measured for discLosure purposes in the financia, statements) based on the vaLuation by a registered vaLuer as defined under rule 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(iv) The Company has not revaLued its Property, PLant and Equipment (incLuding Right of used assets) hence the revaLuation based on the vaLuation by a registered vaLuer as defined under rule 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(v) The Company has not revaLued its intangibLe assets hence the revaLuation based on the vaLuation by a registered valuer as defined under ruLe 2 of Companies (Registered VaLuers and VaLuation) RuLes, 2017 is not appLicabLe.

(vi) The Company has not granted any Loans or advances in the nature of Loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severaLLy or jointLy with any other person that are repayabLe on demand or without specifying any

terms or period of repayment, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(vii) The Company is not decLared as a ‘wiLfuL defauLter’ by any bank or financial institution or other lender, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(viii) The Company does not have any transactions and there are no outstandingbalance with struck off companies under section 248 of Companies Act 2013 or section 560 of Companies Act 1956.

(ix) There is no charges or satisfaction yet to be registered with Registrar of Companies (ROC).

(x) The company has compLied with the number of Layers prescribed under cLause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) RuLes, 2017, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(xi) The Company has not borrowed funds from Banks or FinanciaL institutions, hence the additionaL discLosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(xii) The Company has not invested (either borrowed funds or share premium or any other source or kind of funds) to any other person(s) or entity(ies) including Foreign entities (Intermediaries), hence the additional disclosure in terms of the amendments to ScheduLe III of the Company Act, 2013 is not appLicabLe.

(xiii) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not appLicabLe.

(xiv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the intermediary shaLL;

(a) directly or indirectLy Lend or invest in other persons or entities identified in any manner whatsoever by or on behaLf of the Company (uLtimate beneficiaries); or

(b) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries.

(xv) The Company has not received any fund from any other person(s) or entity(ies), including foreign entity(ies) (funding party) with the understanding (whether recorded in writing or otherwise) that the funding party shaLL;

(a) directLy or indirectLy Lend or invest in other persons or entities indentified in any manner whatsoever by or on behaLf of the funding party (uLtimate beneficiaries); or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(xvi) The Company has no such transactions which are not reported in the books of accounts that has been surrendered or discLosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme and the company also has no such previously unrecorded income and reLated assets which needs to be recorded in the books of account during the year.

(xvii) The company is not covered under section 135 of the Companies Act, 2013 in the current Financial year, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.

(xviii) The Company has not traded or invested in crypto currency or virtuaL currency, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not appLicabLe.

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Mar 31, 2018

C. Rights, preference and restrictions attached to shares

The Company has only one class of shares referred to as equity shares having a par value of Rs.10 each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares wilt be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders,

Application money paid towards tocurttttt:

On September 11,2017, the company entered into an agreement to acquire equity and preference shares of SNAP HUNT PTE LTD, Singapore and paid an amount of Rs 10,666,70/-. Subsequently r the company was alloted 14,506 optionally convertible preference shares and 6,447 ordinary shares on 24th April 2018. Post this allotment the company holds 26% of the share capital of the investee company on a fully diluted basis.

1.00 Account payables to the various parties have not been confirmed by the company, the same are subject to confirmation and reconciliation. Pending such conformations and reconciliations, the impact on the financial statement is not ascertainable and quantifiable.

1.01 Gratuity & Leave Encashment

Gratuity & Leave Encashment is provided in books of Accounts on the basis of actuary valuation as done by an Actuary Valuer. (Refer Note 4 A 9)

c The estimates of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors.

d Disclosure in respect of defined contribution plans:

Payment to and provisions for employees include Rs. 6,99,094 (P.Y. Rs. 61,261} recognised as an expense in respect of defined contribution plans of PF, ESIC, LWF

e Defined Benefit Plan

Gratuity cost amounting to 13,90,750 (P.Y.: 2,42,247) recognised as an expense in respect of defined benefit plans. Out of the said amount Rs. 3,19,073/- has been booked as prior period expsftses^-.

1.02 Operating Lease

A) Operating lease is entered into for the office premises. The lease payments for the year ended 31 March, 2018 charged to statement of profit and loss amounts is Rs. 32,87,856/ Previous year (Rs. 12,60,000) which includes Rs 1,04,572 ( Previous year nil) towards provision for straight lining of lease rental.

2) Minimum Lease Payment

The total minimum lease payment for Bangalore office premises are as follows

As per the management, there is no contingent liability as on balance sheet date ‘ ( Previous year - nil)

Balance confirmation email have been issued to parties for confirmation of balances with the request to confirm or send comment by stipulated date failing which balance as indicated in the email would 27.04 k® taken as confirmed. Confirmations have been received in many cases. However, no adverse communication received from any party, which requires any adjustments to accounts balances. Account payables to the various parties for which confirmations are not received are subject to final confirmation and reconciliation. Pending such confirmations and reconciliations, the impact on the financial statement is not ascertainable and quantifiable.

The Company have given unsecured Inter Corporate Loans for the Business purpose. Interest is provided on same @ 9

3.01 94 p a wh|ch is calculated on simple interest basis. Of the total interest income of Rs, 6,98,223/- a sum of Rs. 3,15,123/ -is a prior period income.

3.02 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.