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 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:

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:

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:

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:

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:

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:

Ý 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;

Ý 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;

Ý 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;

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

Ý 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:

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:

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:

*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:

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:

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

Ý 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,

Ý Change in the nature of business of your Company,

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

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

Ý 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