Directors Report of Xtglobal Infotech Ltd.

Mar 31, 2025

The Directors hereby present this Integrated Annual Report of XTGlobal Infotech Limited ("The Company" or
"XTGlobal") on the business and operations of the Company along with the Audited Statements for the Financial
Year ended 31st March 2025. The consolidated performance of the Company and its subsidiaries has been referred
to wherever required. The report shall be available on https://xtglobal.com/investors/financial- information/ as a
part of Annual Report.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31st March 2025, are prepared in accordance with the
relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act,
2013 ("Act").

The summarized financial highlight is deDicted below:

in Lakhs
Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	7,171.24	7,078.21	23434.54	21,713.40
Other Income	266.7	245.95	182.33	238.29
Total Income	7437.93	7,324.16	23616.87	21,951.69
Total expenses	6775.25	6,277.89	22297.34	20,501.06
Earnings before Interest, Dividend & Tax	662.68	1,046.27	1,319.53	1,450.63
Share of net profit of associates (after	-	-	11.24	88.45
Adjusting Dividend)
Profit before exceptional items and tax	662.28	1,046.27	1330.76	1,539.08
Exceptional Items	-	-		-
Profit before tax	662.68	1,046.27	1330.76	1,539.08
Tax expense:	173.25	252.53	339.6	371.73
Profit for the year	489.43	793.74	991.16	1,167.35
Total Other Comprehensive Income	-32.85	-24.23	-32.85	-24.23
Total Comprehensive Income for the year	456.59	769.51	958.31	1,143.12
Earnings per equity share
Basic	0.34	0.58	0.66	0.86
Diluted	0.34	0.58	0.66	0.86

7

,171.2 ¦

Revenue from operations 23434.54 21,713.40 4 7,078.21 ¦ 1 1

456.59 ¦

Profit for the i 769.51 1

/ear 358.31 1

1

.143.1: 1

2

March 31, 2025 March 31,: Standalone

2024

March 31, 2025 March 31,: Consolidated

2024

March 31, 2025 March 31,: Standalone

2024

March 31, 2025 March 31, 2024 Consolidated

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards IND AS-10 and
IND AS-28 on consolidated financial statements, your directors have provided the consolidated financial statements
for the financial year ended March 31, 2025, which forms part of the Annual Report.

There are no material changes or commitments affecting the financial position of your Company which have
occurred between the end of the financial year and the date of this report. Further, there has been no change in
nature of business of your Company.

COMPANY''S FINANCIAL PERFORMANCE

On a standalone basis, the Company reported a revenue of ^ 7,171.24 lacs for FY 2024-2025, reflecting a 1.31%
increase over the previous year''s revenue of ^ 7,078.21 lacs for FY 2023-2024. The Profit After Tax (PAT) attributable
to shareholders and non-controlling interests stood at ^ 456 59 lacs for FY 2024-2025, down from ^ 7⁶⁹.⁵¹ lacs for FY
2023-2024.

On a consolidated basis, the Company recorded a revenue of ^ 23,413 92 l_acs f_or fy 2024_-2025 _whi_ch
represents a ^{increase of 7}.⁸3% compared to the previous year''s revenue of ^ 21,713.40 lacs for FY
2023-2024. The Profit After Tax

(PAT) attributable to shareholders and non-controlling interests was ^ 958 31 lacs for FY 2024-2025, down from ^
1,143.12 lacs for FY 2023-2024.

The issuance of Employee Stock Option Plans (ESOPs) and Restricted Stock Units (RSUs) during the year resulted in an
increase in employee costs of ^ 373.22 lakhs for the year ended, along with a corresponding increase in the reserves of
the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2024-25, as the Company intends to
conserve its resources and reinvest the available funds into business expansion, technology upgradation, and
strengthening operational capabilities. This approach is aimed at supporting long-term growth and enhancing
shareholder value.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your
Company has not transferred any amount to General Reserves for the year ended 31st March 2025.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 531225) and NSE Limited, where
its securities are listed.

SHARE CAPITAL

During the Financial Year 2024 -25, there is an increase in its Authorised share capital or paid-up share capital. As on
31st March 2025 the Authorised Share Capital of the Company was ^ 25,00,00,000/- divided into 25,00,00,000 Equity
shares of ^ 1/- each and issued, subscribed & paid-up share capital was ^13,35,62,205 divided into 13,35,62,205
Equity Shares of ^. 1/- each. This increase is due to issue and allotment of ESOP/RSU.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and
Independent Directors.

As on March 31, 2025, the Board has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole¬
Time Director, 2 (Two) Non-Executive Directors and 3 (Three) Independent Directors. The complete list of Directors of
the Company has been provided in the report on corporate governance forming part of this Report.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Kusuluri Raghuram, Chief Financial Officer and
Ms. Pentela Sridhar, Company Secretary and compliance officer were the Key Managerial Personnel of the Company
during the year under review.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of the Company, Mr. Srinivasa Raju Kosuri is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible offers himself for re-appointment. The Notice is the part of the report that
includes a resolution that seeks shareholders'' approval for the appointment Mr. Srinivasa Raju Kosuri.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Companies Act 2013 and SEBI LODR
Regulations 2015, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility Committee. During the year, all recommendations made by the
committees were approved by the Board.

Brief details pertaining to composition, terms of reference, meetings held and attendance of these committees
during the year have been enumerated in the Corporate Governance report, which forms part of this Integrated
Annual Report.

DIRECTORS LIABLE FOR RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Srinivasa Raju Kosuri (DIN: 05186948) is
liable to retire by rotation and offers himself for reappointment. The Board recommended his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as
SEBl (LODR) Regulations, 2015}, is attached separately to this Report as Annexure - C.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning,
including the contributions made at the Board meeting, attendance, instances of sharing best and next practices,
domain knowledge, vision, strategy, engagement with senior management etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members
based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above
criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors held on 24th March 2025 performance of non-independent
directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of executive
directors and non-executive directors. Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this
Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (Five) times in the financial year 2024-25. The details of the Board Meetings are given in the
Corporate Governance Report. The gap between two meetings did not exceed one hundred and twenty days as
provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 24th March 2025, without the attendance of Non-Independent Directors and
members of the management. The Independent Directors reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

AUDIT COMMITTEE

The Audit Committee comprises of below mentioned directors as on 31st March 2025:

Name of the Member	Category
Mr. Kalidindi Venkata Appala Narasimha Raju	Non-Executive-Independent Director, Chairperson
Mr. Karuturi Saibaba	Independent Director
Ms. Vuppuluri Sreedevi	Executive Director

AUDIT COMMITTEE
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Chairperson	Member	Member
Mr, Kalidindi Venkata Appala Narasimha Raju is the Non- Exec utive- Independent Director and Chairperson.	Mr. Karuturi Saibaba Ms. Vuppuluri is an Independent Sreedevi is an Director of the Executive Director of board. the board.

There are no recommendations of the audit committee which have not been accepted by the board during the year
under review. Details of terms of reference for the Audit Committee and meetings of the Audit Committee held
during the year under review have been given in the Corporate Governance Report. The details pertaining to the
composition and attendance of the audit committee are included in the Corporate Governance Report, which is a
part of this report.

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection
and appointment of Director(s), Senior Management Personnel and their remuneration. The composition of the
Nomination & Remuneration Committee was in compliance with the requirements of the provisions of Section 178
of the Companies Act, 2013 and of Regulation 19 of the SEBl (LODR) Regulations, 2015 except as mentioned in
corporate governance report of the Company. The Nomination & Remuneration Committee comprises of below
mentioned directors as on 31st March 2025:

Name of the Member	Category
Mr. Karuturi Saibaba	Non-Executive-Independent Director, Chairperson
Mr. Kalidindi Venkata Appala Narasimha Raju	Non-Executive-Independent Director, Member
Mr. Malireddy Jagannatha Prasad	Non-Executive Director, Member

	NRC Committee Members
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Karuturi Saibaba Non-Executive- Independent Director, Chairperson. |	Kalidindi Raju Non-Executive- Independent Director, Member. |	Malireddy Prasad Non-Executive Director, Member. |

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that
each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances
affecting their status as independent directors of the Company. None of the Independent Directors held any equity
shares of your Company during the financial year ended 31st March 2025. None of the Directors had any
relationships inter se.

The independent directors have also confirmed that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. Your Company has in place a Code of Conduct for the Board of
Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is
strongly committed. The Directors and Senior Management Personnel of your Company have complied with the
code mentioned hereinabove.

FAMILIARISATION PROGRAMME

These Programs aim to provide insights into the Company to enable the Independent Directors to understand its
business in depth and contribute significantly to the Company. The details of program for familiarization of
Independent Directors with the Company are available on the Company''s website at www.xtglobal.com.

The Board members are also regularly updated on changes in Corporate and Allied laws, Taxation laws and related
matters through presentations and updates made by the respective functional leaders. MD & WTD along with Senior
leadership conducts quarterly sessions with board members sharing updates about the Company''s business strategy,
operations, and the key trends in the IT industry relevant for the Company. These updates help the board members
to get abreast of the key changes and their impact on the Company.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and
SEBI Listing Regulations are updated on the website of the Company and can be accessed at
https://xtglobal.com/investors/corporate-governance-and-policies.

EMPLOYEE STOCK BENEFIT SCHEME

Pursuant to the approval accorded by members at their Annual General Meeting held on 30th September 2020, the
Nomination & Remuneration Committee of the Company formulated an employee benefit scheme "XTGlobal
Infotech Limited Employees Stock Benefit Scheme - 2020" ("Scheme") in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Scheme ESBS is applicable to all
permanent and fulltime employees of the Company and its Subsidiary Company whether working in India or out of
India, and to the Directors whether a Whole time Director or not but, excluding Independent Director, Non- Executive
Directors of the Company and its Subsidiary Company(ies) and also excluding Promoter or a person belonging to the
Promoter Group; or a Director who either himself or through his Relative or through any Body Corporate, directly or
indirectly, holds more than ten percent of the outstanding Equity Shares of the Company.

The eligibility of employees to receive grants under the Scheme has to be decided by the Nomination &
Remuneration Committee (NRC) from time to time at its sole discretion. Vesting of the Options/RSUs shall take place
in the manner determined by NRC at the time of grant and such other conditions as provided under the Scheme. The
Exercise Price of each grant is determined by the NRC based on the market price at the time of the Grant.

Disclosure as per Indian Accounting Standard 102 Share Based Payment issues by ICAI:

The Company has Share Based Payment arrangements during the year ended 31st March 2025. The estimated fair
value of each stock option allotted under the general employee stock benefit scheme is ^35.465/- per option,
depending upon the vesting date. Expenses arising from the employee stock benefit scheme amount to ^163.02 lakhs
for the current year ended, as disclosed in the Annual Report.

Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in
accordance with ''Accounting Standard 20 - Earnings Per Share'' issued by ICAI or any other relevant accounting
standards as prescribed from time to time;

As required under the applicable regulations, the Diluted EPS on issue of shares pursuant to all schemes covered
thereunder has been determined in accordance with Indian Accounting Standard (Ind AS) 33 - Earnings Per Share.
During the reporting period, the Company allotted equity shares pursuant to the exercise of stock options granted
under its Employee Stock Option Scheme. The potential equity shares arising from such allotments have been
considered in computing the Diluted EPS. The difference between Basic EPS and Diluted EPS is not significant.

Details related to Scheme

A description of each ESOPs that existed at any time during the year, including the general terms and conditions of
each ESOPs:

Date of shareholders'' approval	30th September 2020
Total number of Options/RSUs approved under the Scheme	Restricted Stock Units ("RSUs") - 20,00,000 (Twenty Lakhs) Employee Stock Options ("Options") - 30,00,000 (Thirty Lakhs)
Vesting requirements	The vesting period for both options and RSUs shall commence after the minimum period of 1 (One) year from the grant date and it may extend up to maximum of Four (4) years from the grant date. The Actual vesting may further be linked with the eligibility criteria, as determined by the Nomination & Remuneration Committee in accordance with the Scheme.

Exercise price or pricing formula	For options: The exercise price shall be Rs. 20/- per option. For RSUs: The exercise price shall be the face value of the Equity Shares of the Company presently being Re. 1/.
Maximum term of options granted	The Options and/or RSUs granted under the Scheme shall vest up to a maximum period of Four (4) years from the grant date.
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	Not Applicable
Method used to account	Black Scholes Model

Where the company opts for expensing of the options using the intrinsic value of the options, the difference
between the employee compensation cost so computed and the employee compensation cost that shall have been
recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and
on EPS of the company shall also be disclosed - Not Applicable, as the Company is using the Fair Value Method.

ODtion movement during the vear:

Particulars	Details
Number of options/RSU outstanding at the beginning of the period	Restricted Stock Units (“RSUs") - 20.00. 000 (Twenty Lakhs) Employee Stock Options (“Options") - 30.00. 000 (Thirty Lakhs)
Number of options/RSU granted during 2023-24	25,25,000
Number of options/RSU granted during 2024-25	4,62,000 (4,62,000 Options)
Number of options forfeited / lapsed during the year	50,000
Number of options/RSUs vested during the year	631250
Number of options/RSUs exercised during the year	593750
Number of shares arising as a result of exercise of options/RSUs	593750
Money realized by exercise of options (INR), if scheme is implemented directly by the company	7362500
Loan repaid by the Trust during the year from exercise price received	NIL
Number of options outstanding at the end of the year	20,13,000 (9,63,000 Options & 10,50,000 RSUs)

Weighted-average exercise prices: The exercise price is @ Rs. 20/- per option and @Rs. 1/- per RSU.

Employee wise details (name of employee, designation, number of options granted during the year, exercise price)
of options granted to Senior managerial personnel: Nil

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted
during the year 2024-25:

Name	Designation	No of Options/RSUs granted	Exercise price
Bharath Rampally	Vice President - Oracle Practice	4,00,000	Rs.1/-
Alma John	Executive Vice President- Consulting Services	4,00,000	Rs.1/-

The board has delegated its power to NRC to decide criteria for selection of Employees, to grant Options/RSU under
the Scheme.

Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the Company at the time of grant: Nil

A description of the method and significant assumptions used during the year to estimate the fair value of options -
The fair value of the options has been calculated using the Black Scholes model considering the factors like share
price, exercise price, expected volatility, option life, expected dividend and the risk-free interest rate. Expected
volatility has been calculated based on the 1-year historical market price of the shares of the company.

Scheme Compliance status

XTGlobal Infotech Limited Employees Stock Benefit Scheme - 2020 is in compliance with Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013.
The Company has received a certificate from the Statutory Auditors of the Company certifying that ESBS- 2020 is
being implemented in accordance with the SEBI Regulations and is in accordance with the resolution passed by the
Members of the Company at the Annual General Meeting.

Administration of the Scheme

The Nomination & Remuneration Committee of the Board administers the Employee Stock Benefit Schemes as
formulated by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their
knowledge, belief and ability and explanations obtained by them, confirm that:

¦ in the preparation of the annual financial statements, for the financial year ended 31st March 2025, the
applicable accounting standards had been followed along with proper explanation relating to material
departures, if any;

¦ the accounting policies had been selected and applied consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial
year ended 31st March 2025 and of the profit of the Company for that period;

¦ proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

¦ the annual accounts had been prepared on a going concern basis;

¦ internal financial controls, to be followed by the Company, had been laid down and these controls are adequate
and were operating effectively; and The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arm''s length
basis and were in the ordinary course of the business and in accordance with the provisions of the Act and the rules
made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and the Board of Directors, pursuant to
applicable provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013. Prior omnibus approval of the Audit
Committee has been obtained for the transactions which were repetitive in nature. The transactions entered
pursuant to the omnibus approval so granted are audited and a statement giving details of all related party
transactions is placed before the Audit Committee and the Board of Directors. The policy on Related Party
Transactions, as approved by the Board, is available at the Company''s website.

No Contract or Agreement was executed between the Company and any of the Related Party which was not at arms-
length price during the period under review. The particulars of related party transactions in prescribed Form AOC
- 2 are attached as "Annexure-A."

CORPORATE SOCIAL RESPONSIBILITY

XTGlobal''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief details of
the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report. The CSR Policy and CSR Plan is available on the website of your Company at:
https://xtglobal.com/investors/corporate-governance-and-policies. A brief outline of the CSR policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E" of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. Further, the
Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2024- 25 have been
utilized for the purpose and in the manner approved by the Board.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major risks which may
threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its
review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in
the said policy. Formulation of Risk Committee is not applicable to the Company as per the applicable provisions. The
elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management
Discussion and Analysis Report.

AUDITORS

Statutory Auditors:

The members, at Thirty Third Annual General Meeting of the Company held on 29th September, 2021 had accorded
their approval pursuant to provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and
Rules made there under to appoint M/s. C. Ramachandram & Co., Chartered Accountants (Registration No. 002864S)
as the Statutory Auditor of the Company for a period of five years from the conclusion of 33rd AGM till the conclusion
of 38th Annual General Meeting on such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the
provisions of the Companies Act, 2013. There is no qualification, reservation or adverse remark or disclaimer in the
Auditors'' Report notes to the accounts are self-explanatory, needs no further clarification or explanation. There are
no frauds in or by your Company, which are required to be reported by the Statutory Auditors of your Company.
Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on
30th September 2024.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, on the
recommendation of the Audit Committee, has approved the appointment of M/s. VCSR & Associates, Practicing
Company Secretaries, as the Secretarial Auditor of the Company for a continuous term of five financial years
commencing from FY 2025-26 to FY 2029-30.

For the financial year 2024-25, M/s. VCSR & Associates were appointed to carry out the secretarial audit, and their
report in Form MR-3 is annexed to this report as Annexure-B. The said report does not contain any qualification,
reservation, or adverse remark.

Internal Auditor:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179
read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed
M/s. T Mohan & Associates, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2025-26.

Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualifications
on accounts of the Company from the Internal Auditor.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non-financial
information, to enable the Members to take well-informed decisions and have a better understanding of the
Company''s long-term perspective. The Report also touches upon aspects such as organization''s strategy, governance
framework, performance and prospects of value creation based on the five forms of capital viz. financial capital,
intellectual capital, human capital, social capital and natural capital.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy, Technology Absorption

The Company is committed towards conservation of energy and climate action towards Environmental
Sustainability. The details as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption the Company continues to adopt and use the latest
technologies to improve the productivity and quality of its services and products. The Company''s operations do not
require significant import of technology. Your Company has also taken steps for a conversation of Energy at the
Office. Initiatives in new premises of vizag office infrastructure included higher energy efficiencies in heating,
ventilation, and air conditioning (HVAC) systems, uninterruptible power supply, and use of LEDs.

Foreign Exchange Earnings and Outgo

Earning: Rs. 5988.15 Lakhs Outgo: Rs 698.37 Lakhs

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
return as on 31st March, 2025 is available on Company''s website and the copy of the annual return can be accessed
at https://xtglobal.com/investors/shareholders-information/.

INTERNAL FINANCIAL CONTROL

The Company has internal financial controls which are adequate and operate effectively. The controls are adequate
for ensuring the orderly & efficient conduct of the business, including adherence to the Company''s policies, the
safeguarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting
records and timely preparation of reliable financial information. The Company has in place adequate internal
financial controls with reference to financial statements. During the year, such controls were tested and no
reportable material weakness, inefficiency or inadequacy in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the reporting period, no loans, investments, guarantees, or security were executed by the Company in
respect of provisions of section 185 of the Companies Act, 2013. Details of loans, guarantees and investments
covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements of your Company.

SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES

Your Company has two foreign subsidiary companies, i.e. XTGlobal Inc. (USA) and Network Objects Inc. During the
financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial
statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms
part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient

features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements
of the Company. Pursuant to the provisions of Section 137 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited financial statements in
respect of subsidiaries, are available on the website of the Company www.xtglobal.com. Further, the Company does
not have any joint venture during the year or at any time after the closure of the year and till the date of the report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s Policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.
The Company has an internal Control System commensurate with the size, scale and complexity of its operations.
These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and
corrective action are reported to the Audit Committee. The concerned executives monitor and evaluate the efficacy
and adequacy of the internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of
the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil
Mechanism Framework ("Framework"), under your Company has formulated a mechanism called "Vigil Mechanism/
Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of the Company''s Code of Conduct and provided a framework to protect
employees wishing to raise a concern about serious irregularities within the Company. The policy permits all the
directors and employees to report their concerns to the Competent Authority, Chairman/Managing Director of the
Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and
the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee.
The policy with the designation and address of the Competent Authority, Chairman/Managing Director of the
Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same
on the website of the Company. The Whistle Blower Policy is made available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it is made available on the website of the
Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of sexual
harassment matters under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The said Policy is uploaded on the website of the Company at: https://xtglobal.com/investors/corporate-
governance- and-policies/

INTERNAL COMPLAINTS COMMITTEE:

S.No.	Name	Designation	Position Held
A. Hyderabad - Telangana
1.	Suneetha Mudiya	Software Engineer (NS)	Presiding Officer
2.	Shalini Gangadhari	Senior HRBP (DS)	Member
3.	Chintalayya Gummidi	Sr HR & Admin Executive	Member
4.	Anudeep Karri	Software Engineer	Member

5.	Ms. Jaya Lakshmi	3rd Party Member	Member
B. Vizag - Andhra Pradesh
1.	Jyothi Ramya Kunche	Team Lead	Presiding Officer
2.	Subbarao Vantipalli	GM Payroll & Admin	Member
3.	Prathima Santhoshi Matha	Team Lead (BPO)	Member
4.	Ramesh Kolukulapalli	Asst. Manager Operations	Member
5.	Rajyalakshmi Yamala	Senior Process Associate	Member
6.	Veera Raju Modili	3rd Party Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy. Following are the
details of the complaints received by your Company during FY 2025-26:

S. No.	Particulars	Number of cases
1.	No. of complaints received	0
2.	No. of complaints disposed of	0
3.	No. of cases pending for more than 90 days	0

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or
interest on deposits from the public was outstanding as on the date of the balance sheet. There were no outstanding
deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024¬
25. Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there are no
instances of non-compliance with the requirement of the Act.

INSURANCE

Your Company''s Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practices. The Corporate Governance Report as
stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate
from Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.
Your Company particular in implementing and complying with the norms of Corporate Governance and complying all
the mandatory requirements as specified in Regulations 17 to 27, clause (b) to (i) of sub-regulation (2)of Regulation
46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate
Governance covering among others composition, details of meetings of the Board and Committees along with a
certificate of compliance with the conditions of Corporate Governance in accordance with the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately
to this Report as Annexure - D.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company formulates the criteria for determining the
qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability
of individual Board members, the Committee takes into account factors such as educational and professional
background, general understanding of the Company''s business dynamics, standing in the profession, personal and
professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties
and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of their appointment / re-appointment as
per the criteria prescribed under the provisions of the Act and the rules made thereunder and the Listing

Regulations. The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in
the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive directors	3.49

*No remuneration other than sitting fee is paid to Non-executive Independent Director of the company.

The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company
secretary in the financial year:

Designation	% Increase in Remuneration in the Financial Year
Directors	No remuneration other than sitting fee is paid to Non- executive Independent Director of the company
Chief Executive Officer	The company has not appointed Chief Executive Officer during the financial
	year
Chief Financial Officer	The remuneration of the Chief Financial Officer has increased by 2.34% compared to the previous year.
Company Secretary	NA. Since previous company secretary resigned and new company secretary appointed on 17/06/2024.

The number of permanent employees on the rolls of Company (As on 31st March 2025): 548 Employees (Male - 329
& Female - 219)

Average percentage increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The
average annual increase was around 10.02% for personnel other than managerial personnel. No managerial
remuneration was paid by the XTGlobal Infotech Limited for the financial year 2024-25 except remuneration paid to
Mrs. Vuppuluri Sreedevi.

Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per the remuneration policy of the Company. There are no
employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company- None

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Act. The Company has
devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

During the period between the end of FY 2024-25 and the date of this report, there has been a significant change in
the financial position of your Company. The Company acquired an additional 7% stake in Network Objects Inc.,
thereby increasing its total holding to 51.33%. Consequently, Network Objects Inc. has become a subsidiary of
XTGlobal Infotech Limited. Other than the above, there were no material changes and commitments affecting the
financial position of your Company which could have an impact on its future operations or its status as a "Going
Concern". No significant material order has been passed by the regulators, courts, or tribunals impacting the going
concern status during the period from April 2024 to March 2025.

HUMAN RESOURCE DEVELOPMENT

Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and
retaining competent personnel and providing a holistic environment where they get opportunities to grow and
realize their full potential. Your company is committed to providing all its employees with a healthy and safe work
environment; therefore, Company has provided work from home facility to its maximum employees to prevent
employees and their families from viral infections. Your company is organizing training programs wherever required
for the employees concerned to improve their skill. Employees are also encouraged to participate in the webinars
organized by the external agencies related to the areas of their operations.

MAINTAINANCE OF COST RECORDS

The maintenance of cost records under sub-section (1) of section 148 of the Act, not applicable to the company.
INSIDER TRADING REGULATIONS

Your Company is compliant Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as
amended from time to time), the Company has formulated a Code of Conduct on Prohibition of Insider Trading
(''Insider Trading Code''). The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of
violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in Company securities.

CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of your Company have certified the
accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for
financial reporting for the financial year ended 31st March 2025. Their Certificate is annexed to this Directors''
Report.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions/events of these nature during the year under review:

¦ Issue of equity shares with differential rights as to dividend, voting or otherwise,

¦ Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going
concern status and your Company''s operation in future,

¦ Change in the nature of business of your Company,

¦ Application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016,

¦ One time settlement of loan obtained from the Banks or Financial Institutions,

¦ Revision of financial statements and Directors'' Report of your Company

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitude to the Central Government, State
Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the
stakeholders for their continued cooperation and support to your Company. The Board of Directors wishes to
express its appreciation to all the employees of the Company for their contribution to the growth of the Company.
The Directors appreciate and value the contribution made by every member of the XTGlobal Family. The Board
especially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of Board of Directors of
XTGlobal Infotech Limited

Sd/-

Date: 05th September 2025 ^{K V A}- ^{Narasimha Ra}J''^u

Place: Hyderabad ^Director

DIN:08835460

---

Mar 31, 2024

The Directors hereby present this Integrated Annual Report of XTGlobal Infotech Limited ("The Company” or "XTGlobal”) on the business and operations of the Company along with the Audited Statement for the Financial Year ended 31^st March 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required. The report shall be available on https://xtglobal.com/investors/financial-information/ as a part of Annual Report.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31^st March 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:
in Lakhs
Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	7,078.21	6,616.53	21,713.40	24,196.99
Other Income	245.95	257.22	238.29	243.82
Total Income	7,324.16	6,873.75	21,951.69	24,440.82
Total expenses	6,2 77.89	5,792.15	20,501.06	22,967.57
Earnings before Interest, Dividend & Tax	1,046.27	1,081.60	1,450.63	1,473.24
Share of net profit of associates (after			88.45	233.90
Adjusting Dividend)
Profit before exceptional items and tax	1,046.27	1,081.60	1,539.08	1,707.14
Exceptional Items	-	0.29	-	(0.29)
Profit before tax	1,046.27	1,081.31	1,539.08	1,706.85
Tax expense:	252.53	336.53	371.73	460.52
Profit for the year	793.74	744.78	1,167.35	1,246.33
Total Other Comprehensive Income	(24.23)	90.89	(24.23)	90.89
Total Comprehensive Income for the year	769.51	835.67	1,143.12	1,337.22
Earnings per equity share
Basic	0.58	0.51	0.86	1.01
Diluted	0.58	0.51	0.86	1.01

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards IND AS-10 and IND AS-28 on consolidated financial statements, your directors have provided the consolidated financial statements for the financial year ended March 31, 2024, which forms part of the Annual Report.

There are no material changes or commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report. Further, there has been no change in nature of business of your Company.

COMPANY''S FINANCIAL PERFORMANCE

On a standalone basis, the Company reported a revenue of ^ 7,078.21 lacs for FY 2023-2024, reflecting a 6.98% increase over the previous year''s revenue of ^ 6,616.53 lacs in FY 2023. The Profit After Tax (PAT) attributable to shareholders and non-controlling interests stood at ^ 793.74 lacs for FY 2023-2024, up from ^ 744.78 lacs in FY 2023.

On a consolidated basis, the Company recorded a revenue of ^ 21,713.40 lacs for FY 2023-2024, which represents a decrease of 10.26% compared to the previous year''s revenue of ^ 24,196.99 lacs. The Profit After Tax (PAT) attributable to shareholders and non-controlling interests was ^ 1,167.35 lacs for FY 2023-2024, down from ^ 1,246.33 lacs in FY 2022-2023.

Your directors express their heartfelt gratitude to all investors for being there with your Company on its growth journey.

DIVIDEND

Pursuant to section 123 of the Companies Act 2013 and rules made thereunder, the Board of Directors has approved issue of Interim dividend. In accordance with the Board''s approval on November 14, 2023, your Company paid an interim dividend of ^0.05/- per equity share of face value of ^1 each to shareholders whose names appeared in the register of members as of November 24, 2023, the record date fixed for this purpose, after deduction of applicable taxes. The interim dividend declared on November 14, 2023, shall be the final dividend for the financial year 202324.

This decision underscores our ongoing confidence in the company''s performance and financial stability. Pursuant to section 124 of the Companies Act 2013, the unclaimed divided of Rs. 20,038.25 was transferred to a separate bank account.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, yourCompany has not transferred any amount to General Reserves for the year ended 31^st March 2024. The closing balance of the retained earnings of the Company for FY 2023-24 was Rs. 2704.13 Lacs.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 531225), where its securities are listed.

SHARE CAPITAL

During the Financial Year 2023 -24, there was no change either in its Authorised share capital or paid-up share capital.As on 31^st March 2024 the Authorised Share Capital of the Company was ^ 25,00,00,000/- divided into 25,00,00,000 Equity shares of ^ 1/- each and issued, subscribed & paid-up share capital was ^13,29,68,455 divided into 13,29,68,455Equity Shares of ^. 1/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on March 31, 2024, the Board has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole-Time Director, 2 (Two) Non-Executive Directors and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the report on corporate governance forming part of this Report.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Kusuluri Raghuram, Chief Financial Officer and Ms. Pentela Sridhar, Company Secretary and compliance officer were the Key Managerial Personnel of the Company during the year under review.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Mullapudi Atchuta Ramarao (DIN: 02302179) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Notice is the part of the report that includes a resolution that seeks shareholders'' approval for the appointment Mr. Mullapudi Atchuta Ramarao (DIN: 02302179).

In accordance with the regulations outlined in Section 149 of the Act, the Independent Directors have submitted declarations confirming that each of them fulfills the criteria for independence as stipulated in Section 149(6) of the Act, as well as the associated Rules and Regulation 16(1)(b) of the SEBI Listing Regulations and there have been no alterations in the circumstances that might impact their standing as independent directors of the Company.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During the year, all recommendations made by the committees were approved by the Board.

Brief details pertaining to composition, terms of reference, meetings held and attendance of these committees during the year have been enumerated in the Corporate Governance report, which forms part of this Integrated Annual Report.

DIRECTORS LIABLE FOR RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Malireddy Jagannatha Prasad (DIN: 08835457) and Mr. Mullapudi Atchuta Ramarao(DIN: 02302179), Directors of the Company are liable to retires by rotation and out of these two directors Mr. Mullapudi Atchuta Ramarao(DIN: 02302179)is retiring by rotation being eligible, offers himself for reappointment. The Board recommended his re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBl (LODR) Regulations, 2015}, is attached separately to this Report as Annexure - C.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning,including the contributions made at the Board meeting, attendance, instances of sharing best and next practices, domainknowledge, vision, strategy, engagement with senior management etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors held on 29^th March 2024 performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of executive directorsand non-executive directors. Performance evaluation of independent directors was done by the entire Board, excludingthe independent director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 (Seven) times in the financial year 2023-24. The details of the Board Meetings are given in the Corporate Governance Report. The gap between two meetings did not exceed one hundred and twenty days as provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 29^th March 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT COMMITTEE The Audit Committee comprises of below mentioned directors as on 31st March 2024:
Name of the Member	Category
Mr. Kalidindi Venkata Appala Narasimha Raju	Non-Executive-Independent Director, Chairperson
Mr. Karuturi Saibaba	Independent Director
Ms. Vuppuluri Sreedevi	Executive Director

There are no recommendations of the audit committee which have not been accepted by the board during the yearunder review. Details of terms of reference for the Audit Committee and meetings of the Audit Committee held during the year under review have been given in the Corporate Governance Report. The details pertaining to the composition and attendance of the audit committee are included in the CorporateGovernance Report, which is a part of this report.

NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration. The composition of the Nomination & Remuneration Committee was in compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and of Regulation 19 of the SEBl (LODR) Regulations, 2015 except as mentioned in corporate governance report of the Company. The Nomination & Remuneration Committee comprises of below mentioned directors as on 31st March 2024:

Name of the Member	Category
Mr. Karuturi Saibaba	Non-Executive-Independent Director, Chairperson
Mr. Kalidindi Venkata Appala Narasimha Raju	Non-Executive-Independent Director, Member
Mr. Malireddy Jagannatha Prasad	Non-Executive Director, Member

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as independent directors of the Company. None of the Independent Directors held any equity shares of your Company during the financial year ended 31^st March 2024. None of the Directors had any relationships inter se.

The independent directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably

anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code mentioned hereinabove.

FAMILIARISATION PROGRAMME

These Programs aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of program for familiarization of Independent Directors with the Company are available on the Company''s website at www.xtglobal.com.

The Board members are also regularly updated on changes in Corporate and Allied laws, Taxation laws and related matters through presentations and updates made by the respective functional leaders. MD & WTD along with Senior leadership conducts quarterly sessions with board members sharing updates about the Company''s business strategy, operations, and the key trends in the IT industry relevant for the Company. These updates help the board members to get abreast of the key changes and their impact on the Company.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are updated on the website of the Company and can be accessed at https://xtglobal.com/investors/corporate-governance-and-policies/ .

EMPLOYEE STOCK BENEFIT SCHEME

Pursuant to the approval accorded by members at their Annual General Meeting held on 30^th September 2020, the Nomination & Remuneration Committee of the Company formulated an employee benefit scheme "XTGlobal Infotech Limited Employees Stock Benefit Scheme — 2020” ("Scheme”) in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Scheme ESBS is applicable to all permanent and fulltime employees of the Company and its Subsidiary Company whether working in India or out of India, and to the Directors whether a Whole time Director or not but, excluding Independent Director, NonExecutive Directors of the Company and its Subsidiary Company(ies) and also excluding Promoter or a person belonging to the Promoter Group; or a Director who either himself or through his Relative or through any Body Corporate, directly or indirectly, holds more than ten percent of the outstanding Equity Shares of the Company.

The eligibility of employees to receive grants under the Scheme has to be decided by the Nomination & RemunerationCommittee (NRC) from time to time at its sole discretion. Vesting of the Options/RSUs shall take place in the manner determined by NRC at the time of grant and such other conditions as provided under the Scheme. The Exercise Price of each grant is determined by the NRC based on the market price at the time of the Grant.

Disclosure as per Indian Accounting Standard 102 Share Based Payment issues by ICAI

The Company has ''Nil'' Share Based Payment arrangements during the year ended 31^st March 2024. The estimated fair value of each stock option granted in the general employee stock benefit scheme ranges from ^ 28.41/- to Rs. 33.44/- depending upon the vesting date. Expenses arising from the employee stock benefit scheme is Rs. 118 Lakhs for the reporting period.

Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ''Accounting Standard 20 - Earnings Per Share'' issued by ICAI or any other relevant accounting standards as prescribed from time to time - No ESOP''s issued during the period therefore there are no potential equity shares. Thus, basic EPS and Diluted EPS are the same.

Details related to Scheme A description of each ESOPs that existed at any time during the year, including the general terms and conditions of each ESOPs:
Date of shareholders'' approval	30th September 2020
Total number of Options/RSUs approved under the Scheme	Restricted Stock Units ("RSUs”) - 20,00,000 (Twenty Lakhs) Employee Stock Options ("Options”) - 30,00,000 (Thirty Lakhs)
Vesting requirements	The vesting period for both options and RSUs shall commence after the minimum period of 1 (One) year from the grant date and it may extend up to maximum of Four (4) years from the grant date. The Actual vesting may further be linked with the eligibility criteria, as determined by the Nomination & Remuneration Committee in accordance with the Scheme.
Exercise price or pricing formula	For options: The exercise price shall be Rs. 20/- per option. For RSUs: The exercise price shall be the face value of the Equity Shares of the Company presently being Re. 1/.
Maximum term of options granted	The Options and/or RSUs granted under the Scheme shall vest up to a maximumperiod of Four (4) years from the grant date.
Source of shares (primary, secondary or combination)	Primary
Variation in terms of options	Not Applicable
Method used to account	Black Scholes Model

Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognizedif it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed — Not Applicable, as the Company is using the Fair Value Method.

Option movement during the year:
Particulars	Details
Number of options outstanding at the beginning of the period	50,00,000 (30,00,000 Options & 20,00,000 RSUs)
Number of options granted during the year	25,75,000 (16,25,000 Options & 9,50,000 RSUs)
Number of options forfeited / lapsed during the year	NIL
Number of options vested during the year	NIL
Number of options exercised during the year	NIL
Number of shares arising as a result of exercise of options	NIL
Money realized by exercise of options (INR), if scheme is implemented directly by the company	NIL
Loan repaid by the Trust during the year from exercise price received	NIL
Number of options outstanding at the end of the year	24,25,000 (13,75,000 Options & 10,50,000 RSUs)

Weighted-average exercise prices: Exercise of options was not executed during the year under review. weighted-average fair values: Nil

Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to Senior managerial personnel. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Nil

The board has delegated its power to NRC to decide criteria for selection of Employees, however, during the year underreview, NRC has not granted any Options/RSU under the Scheme.

A description of the method and significant assumptions used during the year to estimate the fair value of options —The fair value of the options has been calculated using the Black Scholes model considering the factors like share price, exercise price, expected volatility, option life, expected dividend and the risk-free interest rate. Expected volatility has been calculated based on the 1-year historical market price of the shares of the company.

Scheme Compliance status

XTGlobal Infotech Limited Employees Stock Benefit Scheme — 2020 is in compliance with Securities and ExchangeBoard of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013. The Company has received a certificate from the Statutory Auditors of the Company certifying that ESBS-2020 is being implemented in accordance with the SEBI Regulations and is in accordance with the resolution passed by the Membersof the Company at the Annual General Meeting.

Administration of the Scheme

The Nomination & Remuneration Committee of the Board administers the Employee Stock Benefit Schemes as formulated by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

¦ in the preparation of the annual financial statements, for the financial year ended 31^st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

¦ the accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31^st March 2024 and of the profit of the Company for that period;

¦ proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

¦ the annual accounts had been prepared on a going concern basis;

¦ internal financial controls, to be followed by the Company, had been laid down and these controls are adequate and were operating effectively; and

The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arm''s length basis and were in the ordinary course of the business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and the Board of Directors, pursuant to applicable provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013. Prior omnibus approval of the Audit Committee has been obtained for the transactions which were repetitive in nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors. The policy on Related Party Transactions, as approved by the Board, is available at the Company''s website.

No Contract or Agreement was executed between the Company and any of the Related Party which was not at arms-length price during the period under review. The particulars of related party transactions in prescribed Form AOC - 2 are attached as "Annexure-A.”

CORPORATE SOCIAL RESPONSIBILITY

XTGlobal''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at: https://xtglobal.com/investors/corporate-governance-and-policies/

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 202324 have been utilized for the purpose and in the manner approved by the Board.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. Formulation of Risk Committee is not applicable to the Company as per the applicable provisions. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

AUDITORS Statutory Auditors:

The members, at Thirty Third Annual General Meeting of the Company held on 29 ^th September, 2021 had accorded their approval pursuant to provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and Rules made there under to appoint M/s. C. Ramachandram & Co., Chartered Accountants (Registration No. 002864S) as the Statutory Auditor of the Company for a period of five years from the conclusion of 33rd AGM till the conclusion of 38th Annual General Meeting on such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013. There is no qualification, reservation or adverse remark or disclaimer in the Auditors'' Report notes to the accounts are self-explanatory, needs no further clarification or explanation. There are no frauds in or by your Company, which are required to be reported by the Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on 29^th September 2023.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. VCSR & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor, to undertake the secretarial audit of your Company for FY23-24. The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure-B”. The Secretarial Auditors'' Report for FY23-24 does not contain any qualification, reservation or adverse remark in the form MR-3 which is annexed to this report.

Internal Auditor:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 readwith Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. T Mohan & Associates, Chartered Accountants, Hyderabad as Internal Auditors forthe Financial Year 2023-24.

Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non-financial information, to enable the Members to take well-informed decisions and have a better understanding of the Company''s long-term perspective. The Report also touches upon aspects such as organization''s strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital,human capital, social capital and natural capital.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy, Technology Absorption

The Company is committed towards conservation of energy and climate action towards Environmental Sustainability. The details as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption the Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company''s operations do not require significant import of technology. Your Company has also taken steps for a conversation of Energy at the Office. Initiatives in new premises of vizag office infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply, use of LEDs.

Foreign Exchange Earnings and Outgo

Earning: Rs. 6735.47 Lakhs Outgo: Rs 590.97 Lakhs

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual return as on 31^st March, 2024 is available on Company''s website and the copy of the annual return can be accessed at https://xtglobal.com/investors/shareholders-information/ .

INTERNAL FINANCIAL CONTROL

The Company has internal financial controls which are adequate and operate effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Company''s policies, the safeguarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness, inefficiency or inadequacy in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the reporting period, no loans, investments, guarantees, or security were executed by the Company in respect of provisions of section 185 of the Companies Act, 2013. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES

Your Company has one foreign subsidiary i.e. XTGlobal Inc. (USA) wholly owned subsidiary. Along with that XTGlobal is having one associate company i.e. Network Objects Inc. with a 44.33% holding. During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.xtglobal.com. Further, the Company does not have any joint venture during the year or at any time after the closure of the year and till the date of the report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures. The Company has an internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee. The concerned executives monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act”) and Regulations 22 of the Listing Regulations your Company has adopted a Vigil

Mechanism Framework ("Framework”), under your Company has formulated a mechanism called "Vigil Mechanism/ Whistle Blower Policy” for directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company. The policy permits all the directors and employees to report their concerns to the Competent Authority, Chairman/Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee. The policy with the designation and address of the Competent Authority, Chairman/Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company. The Whistle Blower Policy is made available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it is made available on the website of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of sexual harassment matters under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Policy is uploaded on the website of the Company at: https://xtglobal.com/investors/corporate-governance- and-policies/

INTERNAL COMPLAINTS COMMITTEE:
S.No. |Name (Designation ^_^_|Position Held
A. Hyderabad - Telangana
1.	Vidya Sree Bommareddy	Associate Software Engineer		Presiding Officer
2.	Shalini Gangadhari	Senior HR Generalist (DS)		Member
3.	Rashmika Thungaturthi	Junior Recruiter (NS)		Member
4.	Pavan Kumar Challa	Deputy General Manager		Member
5.	Sudhir Bhagwanrao Bhilar	Deputy General Manager		Member
6.	Pullela Rajashekar	3rd Party Member		Member
B. Vizag - Andhra Pradesh
1.	lyothi Ramya Kunche	Team Lead		Presiding Officer
2.	Subbarao Vantipalli	GM Payroll & Admin		Member
3.	Prathima Santhoshi Matha	Team Lead (BPO)		Member
4.	Ramesh Kolukulapalli	Asst. Manager Operations		Member
5.	Rajyalakshmi Yamala	Senior Process Associate		Member
6.	Veera Raju Modili	3rd Party Member		Member
All employees (permanent, contractual, temporary and trainees) are covered under this policy. Following are the details of the complaints received by your Company during FY 2023-24:
S. No.	Particulars		Number of cases
1.	No. of complaints received		0
2.	No. of complaints disposed of		0
3.	No. of cases pending for more than 90 days		0

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or intereston deposits from the public was outstanding as on the date of the balance sheet. There were no outstanding depositswithin the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24. Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there are no instances of non-compliance with the requirement of the Act.

INSURANCE

Your Company''s Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulatedby SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from aPracticing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated. Your Company has been particular in implementing and complying with the norms of Corporate Governance and complying all the mandatory requirements as specified in Regulations 17 to 27, clause (b) to (i) of sub-regulation (2)of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance covering among others composition, details of meetings of the Board and Committees along with a certificate of compliance with the conditions of Corporate Governance in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Reportas Annexure - D.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company formulates the criteria for determining the qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability of individual Board members, the Committee takes into account factors such as educational and professional background, general understanding of the Company''s business dynamics, standing in the profession, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act and the rules made thereunder and the Listing Regulations. The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars		Ratio to Median Remuneration
Non-Executive Directors*		-
Executive directors		2.89
*No remuneration other than sitting fee is paid to Non-executive Independent Director of the company. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
Designation	% Increase in Remuneration in the Financial Year
Directors	No remuneration other than sitting fee is paid to Non- executive Independent Director of the company
Chief Executive Officer	The company has not appointed Chief Executive Officer during the financial year
Chief Financial Officer	There is no change in the Remuneration of the Chief Financial Officer from the last year.
Company Secretary	NA. Since previous company secretary resigned and new company secretary appointed on 17/06/2024.

The percentage increase in the median remuneration of employees in the financial year 2023-24: 1.52 times

The number of permanent employees on the rolls of Company (As on 31st March 2024): 500 Employees (Male - 313 & Female - 187)

Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 26.2% for personnel other than managerial personnel. No managerial remuneration was paid for the financial year 2023-24 except remuneration paid to Mrs. Vuppuluri Sreedevi.

Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per the remuneration policy of the Company. There are no employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits set out in Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company- None

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of your Company between the end of FY 2023-24 and the date of this report, which could have an impact on your Company''s operation in the future orits status as a "Going Concern”. No significant and material order has been passed by the regulators, courts, tribunals impacting the going concernstatus from April 2022 to March 2024.

HUMAN RESOURCE DEVELOPMENT

Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment; therefore, Company has provided work from home facility to its maximum employees to prevent employees and their families from viral infections. Your company is organizing training programs wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the webinars organized by the external agencies related to the areas oftheir operations.

MAINTAINANCE OF COST RECORDS

The maintenance of cost records under sub-section (1) of section 148 of the Act, not applicable to the company. INSIDER TRADING REGULATIONS

Your Company is compliant Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct on Prohibition of Insider Trading (''InsiderTrading Code''). The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policyhas been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31^st March 2024. Their Certificate is annexed to this Directors'' Report.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

¦ Issue of equity shares with differential rights as to dividend, voting or otherwise,

¦ Issue of Shares (Including ESOP) to employees of your Company under any scheme,

¦ Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concernstatus and your Company''s operation in future,

¦ Change in the nature of business of your Company,

¦ Application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016,

¦ One time settlement of loan obtained from the Banks or Financial Institutions,

¦ Revision of financial statements and Directors'' Report of your Company

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitude to the Central Government, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company. The Board of Directors wishes to express its appreciation to all the employees of the Company for their contribution to the growth of the Company. The Directors appreciate and value the contribution made by every member of the XTGlobal Family. The Board especially thank to the shareholders for their continued confidence and faith in the Company.

---

Mar 31, 2023

The Directors hereby present this Integrated Annual Report of XTGlobal Infotech Limited ("The Company" or "XTGlobal") on the business and operations of the Company along with the Audited Statement for the Financial Year ended 31^st March 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The report shall be available on https://xtglobal.com/investors/financial-information/ as a part of Annual Report.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31^st March 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Rs. in Lakhs
	Standalone		Consolidated
	Mar 31, 2023	Mar 31, 2022	Mar 31, 2023	Mar 31, 2022
Revenue from operations	6,616.53	5,105.41	24,196.99	21,673.65
Other Income	257.22	-102.99	243.82	-99.80
Total Income	6,873.75	5,002.42	24,440.82	21,573.84
Share of net profit of associates Less Dividend Received	-	-	233.90	133.00
Earnings Before Interest, Tax and Depreciation	1,766.32	1,237.41	2,924.10	2,876.99
Finance Cost	381.93	189.78	443.38	218.20
Depreciation	302.79	236.46	773.58	526.53
Profit before exceptional items and tax	1,081.60	811.17	1,707.14	2,132.27
Profit before tax	1,081.31	855.13	1,706.85	2,176.23
Tax expense	336.53	154.21	460.52	154.21
Profit for the year	744.78	700.92	1,246.33	2,022.02
Other Comprehensive Income	90.89	-33.73	90.89	-33.73
Total Comprehensive Income for the year	835.67	667.19	1,337.22	1,988.29

In compliance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards IND AS-10 anc IND AS-28 on consolidated financial statements, your directors have provided the consolidated financial statements for the financial year ended March 31,2023 which forms part of the Annual Report.

1. There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report.

2. Further, there has been no change in nature of business of your Company.

COMPANY''S FINANCIAL PERFORMANCE

On a consolidated basis, the revenue for FY 2023 was ? 24196.99 lacs, higher by 12 percent over the previous year''s revenue of 21673.65 lacs. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was ? 1337.22 lacs and ? 1988.29 lacs, respectively.

On a standalone basis, the revenue for FY 2023 was ? 6616.53 lacs, higher by 30 percent over the previous year''s revenue of ? 5105.41 lacs in FY 2022. The profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 and FY 2022 was ? 835.67 lacs and ? 667.19 lacs, respectively.

Your directors express their heartfelt gratitude to all investors for being there with your Company in its growth journey.

*We would like to bring to the attention of all stakeholders a classification error that occurred in the recently published consolidated financial results for the fourth quarter of the fi nancial year ending on March 31,2023. Our group

received a dividend of Rs 328.84 Lakhs from an associate entity. It was accounted for as income in the P&L Account but the adjustment towards the receipt of dividend was given affect to the retained earnings of the group instead of showing as an adjustment in consolidated P&L Account while publishing the consolidated results for Fourth Quarter. We would like to emphasize that this adjustment had no impact on the overall position of Consolidated Assets and Liabilities as of March 31,2023.

DIVIDEND

The Board of Directors ("Board"), after a comprehensive evaluation of relevant factors and considering the substantial growth opportunities that the company is currently pursuing. The Board believes that withholding dividends is a prudent step in light of the company''s focus on capitalizing on these growth prospects and decided not to recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31^st March, 2023.

The closing balance of the retained earnings of the Company for FY 2022-23 was Rs.1976.87 Lacs.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

LISTING FEES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 531225), where its securities are listed.

SHARE CAPITAL

During the Financial Year 2022 -23, there was no change either in its Authorised share capital or paid-up share capital.

As on 31^st March, 2023 the Authorised Share Capital of the Company was ? 25,00,00,000/- divided into 25,00,00,000 Equity shares of ? 1/- each and issued, subscribed & paid-up share capital was ^13,29,68,455 divided into 13,29,68,455 Equity Shares of ?. 1/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

As on March 31,2023, the Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole-Time Director, 2 (Two) Non-Executive Director and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the report on corporate governance forming part of this Annual Report.

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Raghuram Kusuluri, Chief Financial Officer and Ms. Shikha Gangrade, Company Secretary and compliance officer were the Key Managerial Personnel of the Company during the year under review.

During this year, your Company has regularized the appointment of Mr. Srinivasa Pendyala (DIN:09340407) from additional director to Non-Executive Independent Director in its 34^th Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Vuppuluri Sreedevi (DIN: 02448540) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers herself for re-appointment.

The Notice part of the report includes a resolution that seeks shareholders'' approval for the appointment or reappointment of these individuals, accompanied by all necessary details as required.

In accordance with the regulations outlined in Section 149 of the Act, the Independent Directors have submitted declarations confirming that each of them fulfills the criteria for independence as stipulated in Section 149(6) of the Act, as well as the associated Rules and Regulation 16(1)(b) of the SEBI Listing Regulations and there have been no alterations in the circumstances that might impact their standing as independent directors of the Company.

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During the year, all recommendations made by the committees were approved by the Board.

During the period under review, your company has formulated Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Act, details are provided in the Corporate Governance report, which forms part of this Integrated Annual Report.

Brief details pertaining to composition, terms of reference, meetings held and attendance of these committees during the year have been enumerated in Corporate Governance report, which forms part of this Integrated Annual Report.

DIRECTORS LIABLE FOR RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Vuppuluri Sreedevi and Mr. Ramarao Atchuta Mullapudi, Directors of the Company are liable to retires by rotation and out of these two directors Mrs. Vuppuluri Sreedevi is retiring by rotation being eligible, offers herself for reappointment. The Board recommends for her re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBl (LODR) Regulations, 2015}, is attached separately to this Report as Annexure - C.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, including the contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of independent directors held on 29^th March 2023 performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (Five) times in the financial year 2022-23. The details of the Board Meetings are given in the Corporate Governance Report. The gap between two meetings did not exceed one hundred and twenty days as provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

INDEPENDENT DIRECTOR''S MEETING

The Independent Directors met on 29^th March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT COMMITTEE

The Audit Committee comprises of below mentioned directors as on 31^st March 2023:

Name of the Member	Category
Mr. Venkata Appala Narasimha Raju Kalidindi	Non-Executive-Independent Director, Chairperson
Mr. Saibaba Karuturi	Independent Director
Ms. Vuppuluri Sreedevi	Executive Director

There are no recommendations of the audit committee which have not been accepted by the board during the year under review.

Details of terms of reference of Audit Committee and meetings of Audit Committee held during the year under review have been given in Corporate Governance Report.

The details pertaining to the composition and attendance of the audit committee are included in the Corporate Governance Report, which is a part of this report.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Director(s), Senior Management Personnel and their remuneration.

The composition of the Nomination & Remuneration Committee was in compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and of Regulation 19 of the SEBl (LODR) Regulations, 2015 except as mentioned in corporate governance report of the Company.

The Nomination & Remuneration Committee comprises of below mentioned directors as on 31^st March 2023:

Name of the Member	Category
Mr. Saibaba Karuturi	Non-Executive-Independent Director, Chairperson
Mr. Venkata Appala Narasimha Raju Kalidindi	Non-Executive-Independent Director, Member
Mr. Jagannatha Prasad Malireddy	Non-Executive Director, Member

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that eachof them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunderand Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31^st March, 2023. None of the Directors had any relationships inter se.

The independent directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.

FAMILIARISATION PROGRAMME

These Programs aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of program for familiarisation of Independent Directors with the Company are available on the Company''s website at www.xtglobal.com.

The Board members are also regularly updated on changes in Corporate and Allied laws, Taxation laws and related matters through presentations and updates made by the respective functional leaders. MD & WTD along with Senior leadership conducts quarterly sessions with board members sharing updates about the Company''s business strategy, operations, and the key trends in the IT industry relevant for the Company. These updates help the board members to abreast themselves with the key changes and their impact on the Company.

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing Regulations are updated on the website of the Company and can be accessed at https://xtglobal.com/investors/corporate-governance-and-policies/ .

EMPLOYEE STOCK BENEFIT SCHEME

Pursuant to the approval accorded by members at their Annual General Meeting held on 30^th September 2020, the Nomination & Remuneration Committee of the Company formulated an employee benefit scheme "XTGlobal Infotech Limited Employees Stock Benefit Scheme - 2020" ("Scheme") in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Scheme ESBS is applicable to all permanent and full time employees of the Company and its Subsidiary Company whether working in India or out of India, and to the Directors whether a Whole time Director or not but, excluding Independent Director, Non-Executive Directors of the Company and its Subsidiary Company(ies) and also excluding Promoter or a person belonging to the Promoter Group; or a Director who either himself or through his Relative or through any Body Corporate, directly or indirectly, holds more than ten percent of the outstanding Equity Shares of the Company.

The eligibility of employees to receive grants under the Scheme has to be decided by the Nomination & Remuneration Committee (NRC) from time to time at its sole discretion.

Vesting of the Options/RSUs shall take place in the manner determined by NRC at the time of grant and such other conditions as provided under the Scheme.

The Exercise Price of each grant is determined by the NRC based on the market price at the time of Grant.

A. Disclosure as per Indian Accounting Standard 102 Share Based Payment issues by ICAI

1. The Company has ''Nil'' Share Based Payment arrangements during the year ended 31^st March, 2023.

2. The estimated fair value of each stock option granted in the general employee stock benefit scheme is ? 1/-.

3. Expenses arising from employee stock benefit scheme is ''Nil'' for the reporting period.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in

accordance with ''Accounting Standard 20 - Earnings Per Share'' issued by ICAI or any other relevant accounting

standards as prescribed from time to time - No ESOP''s issued during the period therefore there are no potentialequity shares. Thus, basic EPS and Diluted EPS are same.

C. Details related to Scheme

1. A description of each ESOS that existed at any time during the year, including the general terms andconditions of each ESOS

i. Date of shareholders'' approval - 30^th September, 2020

ii. Total number of Options/RSUs approved under the Scheme -Restricted Stock Units ("RSUs") - 20,00,000 (Twenty Lakhs)

Employee Stock Options ("Options") - 30,00,000 (Thirty Lakhs)

iii. Vesting requirements - Vesting period for both options and RSUs shall commence after minimum period of 1 (One) year from the grant date and it may extend upto maximum of Four (4) years from the grant date. The Actual vesting may further be linked with the eligibility criteria, as determined by the Nomination & Remuneration Committee in accordance with the Schem e.

iv. Exercise price or pricing formula -

For options: The exercise price shall be based on the Market Price of the Company.

For RSUs: The exercise price shall be the face value of the Equity Shares of the Company presentlybeing Re. 1/.

v. Maximum term of options granted - The Options and/or RSUs granted under the Scheme shall vest within a maximum period of Four (4) years from the grant date.

vi. Source of shares (primary, secondary or combination) - Prima ry

vii. Variation in terms of options - Not Applicab le

2. Method used to account for ESBS - Fair Value

3. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation costthat shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed - Not Applicable, as the Company is using Fair Value Method.

4. Option movement during the year:

Particulars	Details
Number of options outstanding at the beginning of the period	50,00,000 (30,00,000 Options & 20,00,000 RSUs)
Number of options granted during the year	NIL
Number of options forfeited / lapsed during the year	NIL
Number of options vested during the year	NIL
Number of options exercised during the year	NIL

Number of shares arising as a result of exercise of options	NIL
Money realized by exercise of options (INR), if scheme is implemented directly by the company	NIL
Loan repaid by the Trust during the year from exercise price received	NIL
Number of options outstanding at the end of the year	50,00,000 (30,00,000 Options & 20,00,000 RSUs)
Number of options exercisable at the end of the year	-

5. Weighted-average exercise prices: Exercise of options was not executed during the year under review. weighted-average fair values: Nil

6. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to

a. Senior managerial personnel.

b. Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and

c. Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

B oard has delegated its power to NRC to decide criteria for selection of Employees, however, during the year under review, NRC has not granted any Options/RSU under the Scheme.

7. A description of the method and significant assumptions used during the year to estimate the fair value of options -During the year fair value was not calculated for the purpose of grant of ESBS as no option/RSU was granted in the FY 2022-23.

Scheme Compliance status

XTGlobal Infotech Limited Employees Stock Benefit Scheme - 2020 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013. The Company has received a certificate from the Statutory Auditors of the Company certifying that ESBS- 2020 is being implemented inaccordance with the SEBI Regulations and is in accordance with the resolution passed by the Members of the Company at the Annual General Meeting.

Administration of the Scheme

The Nomination & Remuneration Committee of the Board administers the Employee Stock Benefit Schemes as formulated by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) in the preparation of the annual financial statements, for the financial year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended 31^st March 2023 and of the profit of the Company for that period;

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) internal financial controls, to be followed by the Company, had been laid down and these controls are adequate and were operating effectively; and

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arm''s length basis and were in the ordinary course of the business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

All Related Party Transactions were placed before the Audit Committee and the Board of Directors, pursuant to applicable provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013. Prior omnibus approval of the Audit Committee has been obtained for the transactions which were repetitive in nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors. The policy on Related Party Transactions as approved by the Board, is available at the Company''s website.

No Contract or Agreement was executed between the Company and any of the Related Party which was not at arms-length price during the period under review.

The particulars of related party transactions in prescribed Form AOC - 2 are attached as "Annexure-A."

CORPORATE SOCIAL RESPONSIBILITY

XTGlobal''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR Policy and CSR Plan is available on the website of your Company at: https://xtglobal.com/investors/corporate-governance-and-policies/

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 202223 have been utilized for the purpose and in the manner approved by the Board.

RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out inthe said policy. Formulation of Risk Committee is not applicable on the Company as per the applicable provisions.

The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

AUDITORSa) Statutory Auditors:

The members, at Thirty Third Annual General Meeting of the Company held on 29^th September, 2021 had accorded their approval pursuant to provisions of Sections 139 and other applicable provisions of the Companies Act, 2013 and Rules made there under to appoint M/s. C. Ramachandram & Co., Chartered Accountants (Registration No. 002864S) as the Statutory Auditor of the Company for a period of five years from the conclusion of 33^rd AGM till the conclusion of 38^th Annual General Meeting on such remuneration as may be determined by the Board of Directors.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

There is no qualification, reservation or adverse remark or disclaimer in the Auditors'' Report notes to the accounts are self-explanatory, needs no further clarification or explanation.

There are no frauds on or by your Company, which are required to be reported by the Statutory Auditors of your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on 23^rd September, 2022.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. VCSR & Associates, Practicing Company Secretaries were appointed as Secretarial Auditor on 13^th August, 2022, to undertake the secretarial audit of your Company for FY23.

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as "Annexure-B".

The Secretarial Auditors'' Report for FY23 does not contain any qualification, reservation or adverse remark in the form MR-3 which is annexed to this report.

c) Internal Auditor:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has appointed M/s. T Mohan & Associates (Formerly M/s Lakshmi & Associates), Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2022-23.

Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

INTEGRATED REPORT

The Company has voluntarily provided the Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Company''s long-term perspective. The Report also touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial capital, intellectual capital, human capital, social capital and natural capital.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy, Technology Absorption

The Company is committed towards conservation of energy and climate action towards Environmental Sustainability. The details as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption the Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company''s operations do not require significant import of technology. Your Company has also taken steps for conversation of Energy at theOffice.

Initiatives in new premises of vizag office infrastructure included higher energy efficiencies in heating, ventilation, and air conditioning (HVAC) systems, uninterruptible power supply, use of LEDs

b) Foreign Exchange earnings and Outgo

Earning: Rs. 6492.76 Lakhs Outgo: Rs 854.22 Lakhs

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual return as on 31^st March, 2023 is available on Company''s website and the copy of the annual return can be accessed at https://xtglobal.com/investors/shareholders-information/ .

INTERNAL FINANCIAL CONTROL

The Company has internal financial controls which are adequate and operate effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Company''s policies,the safeguarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accountingrecords and timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness, inefficiency or inadequacy in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the reporting period, no loans, investments, guarantees, and security were executed by the Company in respect of provisions of section 185 of the Companies Act, 2013. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.

SUBSIDIARY & ASSOCIATE COMPANY & JOINT VENTURES

Your Company has one foreign subsidiaries i.e. XTGlobal Inc. (USA) wholly owned subsidiary. Along with that XTGlobal is having one associate company i.e. Network Objects Inc. with a 44.33% of holding. During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidatedfinancial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.xtglobal.com.

Further, the Company does not have any joint venture during the year or at any time after the closure of the year and till the date of the report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.

The Company has an internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The concerned executives monitor and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based onthe report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"), under your Company has formulated a mechanism called "Vigil Mechanism/ Whistle Blower Policy" for directors and employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company.

The policy permits all the directors and employees to report their concerns to the Competent Authority, Chairman /Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly tothe Chairman of the Audit Committee.

The policy with the designation and address of the Competent Authority, Chairman/Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company.

The Whistle Blower Policy is made available on the website of the Company.

PREVENTION OF SEXUAL HARASSMENT POLICY

Your Company laid down Prevention of Sexual Harassment policy and it is made available on the website of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company has duly constituted Internal Complaints Committee for redressal of sexual harassment matters under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The said Policy is uploaded on the website of the Company at: https://xtglobal.com/investors/corporate-governance-and-policies/

Internal Complaints Committee:
S.No.	Name	Designation	Position Held
A. Hyderabad - Telangana
1.	Venkata Nimeesha Posa	Deputy General Manager	Presiding Officer
2.	Shalini Gangadhari	Senior HR Generalist (DS)	Member
3.	Rashmika Thungaturthi	Junior Recruiter (NS)	Member
4.	Pavan Kumar Challa	Deputy General Manager	Member
5.	Sudhir Bhagwanrao Bhilar	Deputy General Manager	Member
6.	Prahlad B Reddy	3rd Party Member	Member
B .Vizag - Andhra Pradesh
1.	Jyothi Ramya Kunche	Team Lead	Presiding Officer
2.	Subbarao Vantipalli	GM Payroll & Admin	Member
3.	Prathima Santhoshi Matha	Team Lead (BPO)	Member
4.	Ramesh Kolukulapalli	Asst. Manager Operations	Member
5.	Yamuna Konda	Senior Process Associate	Member
6.	Veera Raju Modili	3rd Party Member	Member

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Following are the details of the complaints received by your Company during FY 2022-23:

S. No.	Particulars	Number of cases
1.	No. of complaints received	0
2.	No. of complaints disposed of	0
3.	No. of cases pending for more than 90 days	0

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there are no instances of non-compliance with the requirement of the Act.

INSURANCE

Your Company''s Assets have been adequately insured.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated. Your Company has been particular in implementing and complying with the norms of Corporate Governance and complying all the mandatory requirements as specified in Regulations 17 to 27, clause (b) to (i) of sub-regulation (2)of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance covering among others composition, details of meetings of the Board and Committees along with a certificate for compliance with the conditions of Corporate Governance in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Report as Annexure - D.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of the Company formulates the criteria for determining the qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability ofindividual Board members, the Committee takes into account factors such as educational and professional background, general understanding of the Company''s business dynamics, standing in the profession, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

The Committee also assesses the independence of Directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act and the rules made thereunder and the Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in the Corporate Governance Report forming part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Particulars	Ratio to Median Remuneration
Non-Executive Directors*	-
Executive directors	3.47

*No remuneration other than sitting fee is paid to Non-executive Independent Director of the company.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Designation	% Increase in Remuneration in the Financial Year
Directors	No remuneration other than sitting fee is paid to Non- executive Independent Director of the company
Chief Executive Officer	The company has not appointed Chief Executive Officer during the financial year
Chief Financial Officer	There is a change of around 24% in the Remuneration of the Chief Financial Officer from the last year
Company Secretary	There is a change of around 15% in the Remuneration from the last year

c. The percentage increase in the median remuneration of employees in the financial year 2022-23: 0.88 times

d. The number of permanent employees on the rolls of Company (As on 31^st March, 2023): 540 Employees (Male -333 & Female - 207)

e. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 26.7% for personnel other than managerial personnel. No managerial remuneration was paid for the financial year 2022-23 except remuneration paid to Mrs. Vuppuluri Sreedevi.

f. Affirmation that the remuneration is as per the remuneration policy of the Company.

g. The Company affirms that the remuneration is as per the remuneration policy of the Company. There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

h. There are no employees drawing remuneration in excess of the limits set out in the Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company- None

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF

INDIA

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company

Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial

Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating

effectively.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of your Company between the end of FY 2022-23 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a "Going Concern".

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status from April 2022 to March, 2023.

HUMAN RESOURCE DEVELOPMENT

Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment; therefore, Company has provided work from home facility to its maximum employees to prevent employees and their families from Covid attach.

Your company is organizing training programs wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the webinars organized by the external agencies related to the areas of their operations.

MAINTAINANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act, and accordingly, such cost accounts and records are not maintained by the Company.

INSIDER TRADING REGULATIONS

Your Company is compliant Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct on Prohibition of Insider Trading (''Insider Trading Code''). The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI Listing Regulations, the CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31^st March, 2023. Their Certificate is annexed to this Directors'' Report.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of Shares (Including ESOP) to employees of your Company under any scheme.

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company''s operation in future.

d. Change in the nature of business of your Company.

e. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

f. One time settlement of loan obtained from the Banks or Financial Institutions.

g. Revision of financial statements and Directors'' Report of your Company

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their gratitude to the Central Government, State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their contributionto the operations of the Company.

The Directors appreciate and value the contribution made by every member of the XTGlobal Family. The Board specially thank to the shareholders for their continued confidence and faith in the Company.

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Second Annual Report together with the audited accounts of the Company for the year ended March 31, 2010. The operating results are as follows: (Rupees in Lakhs)

12 Months ended 12 Months ended

FINANCIAL RESULTS 31.3.2010 31.03.2009

Total Income 155.17 546.11

Gross Profit / (Loss) (56.30) (4.97)

Depreciation 268.65 293.31

Operating Profit / (Loss) (324.95) (298.28)

Interest 6.99 1.44

Prior Period Adjustments/ Write Offs/ Taxes 2.65 10.20

Net Profit / (Loss) after tax (334.60) (309.92)

Earnings/ (Loss) per Share (2.51) (2.32)

BUSINESS OPERATIONS

1. Online Training for IT Professionals

Taking into account the prevailing conditions for IT Business in the International Markets and after evaluation of Frontiers present strengths and weaknesses; it has been decided to restructure companys business operations. As a part of this, Online Training to IT Professionals in the International Markets, particularly in USA, has been identified as one of the important Strategic Business Units of the company. In this direction, company has established required infrastructure, recruited relevant staff, networked with competent global faculty and commenced operations. The Online Training activities take place predominantly in the night shift and will enable the company to exploit its infrastructure optimally and improve its future revenues. Subsequently, the company intends to expand these operations to cover IT professional in the Domestic Market as well.

2. Onsite Consulting Services

Onsite Consulting Services Business in US has been a substantial portion of Companys Business. To stabilize and strengthen this segment, Back Office support operations have been established at the companys registered office.

FUTURE OUTLOOK

1. Greater Emphasis on Offshore Projects

Last few years have been witnessing a significant shift from Onsite Business to Offshore Projects. While Onsite Consultancy business will continue to have certain level of demand, significant growth will nevertheless be seen in offshore business opportunities.

2. Advanced Education and Training

In view of improved market conditions in IT Industry, there is a resurgence of Education and Training Business. Making use of its past experience, company is finalizing its plans to re-enter this segment in 2010-11.

3. ITES / BPO Operations

There are a number of new opportunities emerging in IT enabled services and Business Process Outsourcing. The growth in this sector has been significantly higher than the mainstream Software Services Business. e-Accounting, Technical Help Desk, Telemarketing, Health Care support services, Call Centers etc are creating immense opportunities. Company will be looking for opportunities in the areas of Technical Help Desk and Back Office Operations.

DIVIDEND

Your Directors express their inability to recommend any dividend for the year due to the Loss incurred by the Company.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 Mr. A.J.Sharma Director is liable to retire by rotation and, being eligible, offers himself for re-appointment.

Brief profile of Mr. AJ.Sharma is given below as per Clause 49 of standard listing agreement:

Name of the Director A.J.Sharma

Date of Birth 07-07-1949

M.A., L.L.B., Diploma in Personnel Management, Fellow Qualification Member of Institute of Company Secretaries of India.

Expertise in Specific Corporate Laws, Management, Business Administration Functional Area

AUDITORS

M/s T P Rao & Co, Chartered Accountants, Auditor: of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (1B) of the Companies Act, 1956. M/s. T P Rao & Co, Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

During the year, the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, senior management and employees of the Company. The relevant Declaration is enclosed as an attachment to the Directors Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed at the Mumbai Stock Exchange Limited. The listing fee is paid for the financial year 2009-10.

AUDIT COMMITTEE

The Audit Committee consists of following Directors:

1 Mr MV Sastry Chairman

2 Singh B. Yalamanchili Member

3 Mr A J Sharma Member

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors responsibility statement, the Board of Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures;

2.The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of March 31,2010 and of the Loss of the company for that period.

3.Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4.The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and drawing salary in excess of the limits specified therein.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Company for the year under review is attached to and forms part of this report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

APPRECIATION

Your Directors wish to acknowledge the valuable support and cooperation, extended by Bank of India and all other Government Agencies. Your Directors also express their appreciation to the shareholders of the Company for their forbearance during difficult period and for reposing confidence in the future ahead.

Your Directors wish to place on record their appreciation of the hard work, dedication and commitment exhibited by its employees at ali levels.

For and on behalf of the Board of Directors

Frontier Information Technologies Ltd

Place : Hyderabad V K Premchand

Date : September 1,2010 Chairman & Managing Director

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty First Annual Report together with the audited accounts of the Company for the year ended March 31, 2009. The operating results are as follows:

(Rupees in Lakhs) 12 Months ended 12 Months ended

FINANCIAL RESULTS 31.03.2009 31.03.2008

Total Income 546.11 325.37

Gross Profit / (Loss) (4.97) (34.86)

Depreciation 293.31 301.15

Operating Profit / (Loss) (298.28) (336.01)

Interest 1.44 2.75

Prior Period Adjustments/ Write Offs/ Taxes 10.20 5.55

Net Profit / (Loss) after tax (309.92) (344.31)

Earnings/(Loss) per Share (2.32) (2.59)

BUSINESS OPERATIONS

1. Onsite Consulting Services

Onsite Consulting Services Business in US has been a substantial portion of Companys Business during the year.

2. Domestic Software

Company delivered additional software modules to Indo American Cancer Research Institute.

FUTURE OUTLOOK

1. Emphasis on Domestic Projects

In view of the global recession , particularly in the US, and increasing size of Domestic Software Market, company intends to focus more attention on medium to large domestic software projects, especially in E-governance area.

2. Advanced Education and Training

In view of improving market conditions in IT Industry, there is a resurgence of Education and Training Business. Making use of its past experience, company is finalizing its plans to re-enter this segment in 2009-10 . Company intends to re-launch Advanced Computer Education Programs.

SALE OF ASSETS

During the current financial year 2009-10, your Company had sold its land, building along with furniture and fixtures situated at Kandlakoyya village R R District, A.P., since the same were not being utilised for the business/operations of the Company. The sale was done through postal ballot process and all the formalities were complied with as per law, during the current financial year. The proceeds of the sale were utilized in discharging Bank Loan, short term demand loans, statutory and other dues.

DIVIDEND

Your Directors express their inability to recommend any dividend for the year due to the Loss incurred by the Company.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 Mr. Singh B.Yalamanchili and M.V.Sastry Directors are liable to retire by rotation and, being eligible, offer themselves for re-appointment.

Brief profiles of Mr.Singh B.Yalamanchili and. M.V.Sastry are given below as per Clause 49 of standard listing agreement:

Name of the Director Singh B.Yalamanchili M.V.Sastry

Date of Birth 18-03-1945 01.02.1956

Qualification M.S from the University of Notre Dame, Indiana, USA; B.E from REC,Warangal B.Com;ICWA (Inter)

Expertise in VLSI Design, Microcontrollers, Chip Development, Hardware/ Finance, Accounts and Administration Functional Area Firmware and Software etc.



AUDITORS

M/s T P Rao & Co, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from the Auditors that their appointment, if made, will be in conformity with Section 224 (IB) of the Companies Act, 1956. M/S. T P Rao & Co, Chartered Accountants, being eligible, are recommended for re-appointment as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

During the year, the Company has neither invited nor accepted any Fixed Deposits from the public under the provisions of Section 58A of the Companies Act, 1956.

CODE OF CONDUCT

The Board has laid down a code of conduct for all Board Members, senior management and employees of the Company. The relevant Declaration is enclosed as an attachment to the Directors Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed at the Mumbai Stock Exchange Limited. The listing fee is paid for the financial year 2008-09.

AUDIT COMMITTEE

The Audit Committee consists of following Directors:

1 Mr MV Sastry Chairman 2 Singh B. Yalamanchili Member

3 Mr A J Sharma Member

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors responsibility statement, the Board of Directors hereby confirm that:

5

1. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures;

2.The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of March 31,2009 and of the Loss of the company for that period.

3.Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

The Companys operations involve low energy consumption. The Company has already taken energy conservation measures wherever possible. Efforts to conserve and optimize the use of energy through improved operational methods will continue.

Conservation of energy, technology absorption, foreign exchange earnings and outgo.

A. Conservation of energy:

(a) Energy Conservation measures taken: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy-efficient computers and purchase of energy efficient equipment.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: Nil

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: Nil

B. Technology absorption:

Research and Development (R&D)

1. Specific areas in which R&D carried out by the Company Software Development.

2. Benefits derived as a result of the R&D Integral part of Companys Activity.

3. Future plan of Action The Company will continue to undertake Research and Development of state-of-theart Software Tools, Applications, Web Services, Knowledge Management and Product Development and related services.

4. Expenditure on R & D Nil

5. R&D expenditure as a % of total turnover NA Technology Absorption,Adaptation and Innovation Nil

C. Foreign Exchange Earnings and Outgo:

Activities relating to Export The Company was engaged in the execution of Software Projects, development of Software Products and related services.

(Rs. in Lakhs)

2. Particulars March 31, 2009 March 31, 2008

Foreign Exchange Earnings 10.67 10.91

Foreign Exchange Outgo - -

PARTICULARS OF EMPLOYEES

There are no employees in the Company, whose particulars are required to be furnished under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and drawing salary in excess of the limits specified therein.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the Company for the year under review is attached to and forms part of this report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

APPRECIATION

Your Directors wish to acknowledge the valuable support and cooperation extended by Bank of India and all other Government Agencies. Your Directors also express their appreciation to the shareholders of the Company for their forbearance during difficult days and for reposing confidence in the future ahead.

Your Directors wish to place on record their appreciation of the hard work, dedication and commitment exhibited by its employees at all levels.

For and on behalf of the Board of Directors Frontier Information Technologies Ltd

Place : Hyderabad V.K.Premchand Date : September 01, 2009 Chairman and Managing Director