2.13 Provision, contingent liabilities and contingent assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
Provisions are measured at the present value of the management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provisions due to the passage of time is recognized as interest expense.
Onerous Contracts
Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event based on a reliable estimate of such obligation.
Contingencies
Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognized when it is probable that a liability has been incurred, and the amount can be estimated reliably. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
A contingent asset is disclosed, where an inflow of economic benefits is probable. An entity shall not recognize a contingent asset unless the recovery is virtually certain.
2.14 Employee benefits
i. Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as Short Term Employee benefits. Benefits such as salaries are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the employee renders the related service.
ii. Post- employee benefits Defined Contribution Plans:
A defined contribution plan is post-employee benefit plan under which an entity pays a fixed contribution to a separate entity and will have no legal or constructive obligation to pay further amounts. The Company makes specified monthly contributions towards provident fund scheme. Obligations for contributions to defined contribution plans are recognized
as an employee benefit expenses in the statement of profit and loss in the periods during which the related services are rendered by employees.
Defined Benefit Plans:
Gratuity
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset, the same is recognized to the extent of the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan ('the asset ceiling'). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.
Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized in OCI. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service ('past service cost' or 'past service gain') or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
iii. Other long-term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not fall due wholly within twelve months after the end of the period in which the employees render the related services are determined based on actuarial valuation or discounted present value method carried out at each balance sheet date. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary using projected unit credit method on the additional amount
expected to be paid/availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.
iv. Share based payment
Equity settled share based payments to employees and other providing similar services are measured at fair value of the equity instruments at grant date.
The fair value determined at the grant date of the equity-settled share based payment is expensed on a straight line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimates of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any is, recognised in Statement of Profit and Loss such that the cumulative expenses reflects the revised estimate, with a corresponding adjustment to the shared option outstanding account.
No expense is recognised for options that do not ultimately vest because non market performance and/or service conditions have not been met.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
2.15 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, demand deposits held with financial institution, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to know cash and which are subject to an insignificant risk of changes in value.
2.16 Earnings per share
Basic earnings per share ('BEPS') is computed by dividing net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding for the period.
Diluted earnings per share ('DEPS') is computed by dividing the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for the share splits.
2.17 Cash flow statements
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular operating, investing and financing activities of the Company are segregated.
2.18 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Only those business activities are identified as operating segment for which the operating results are regularly reviewed by the CODM to make decisions about resource allocation and performance measurement.
The Company's management examines the Company's performance as a whole i.e., providing technological solution services and accordingly the Company has only one reportable segment.
The Company generates revenue from rendering services to customers located outside India. All the assets of the Company are situated in India. Geographical segment to the extent of revenue generated from sales outside India has been disclosed (Refer Note no. 40).
Effective April 1, 2019, the Company adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1,2019 prospectively and has accrued Lease Liabilities at present value and equivalent Right of use assets on the date of initial application.
Lease Modification in Right of use assets - Building (Refer Note 36):
During the current financial year, the Company revised its lease agreement for a property with effect from September 1,2024
i) The existing Right-of-Use (ROU) Asset and corresponding lease liability were derecognised, with an adjustment of ' 43,596.90 ('000') made to the ROU Liability. A new lease liability of ' 9,553.28 ('000') was recognised for the revised lease agreement. An adjustment of ' 411.37 ('000') was made towards prepaid rent in respect of a lease deposit. Additionally, a further adjustment of ' 203.26 ('000') was made due to a reduction in one seat of rental charges effective from November 27, 2024. thereby
the net addition to the ROU Asset amounted to ' 9,761.91 ('000'), and will be amortised over the remaining lease term of 14 months from the date of modification.
During the previous financial year,
(i) Considering that there has been a change in the consideration payable for the lease payments on account of deferring of the rent escalation by one month, it led to a modificition in the terms of the lease contract and hence treated it as a lease modification transaction.
(ii) Wherein the lease liability has been reassessed from the date of modification considering the revised rate of discounting the lease payments.
(iii) This has led to an increase in the lease liability by 240.51 (in '000) the corresponding effect of which has been given to the ROU Asset.
(iv) Further the increase in the ROU Asset will be ammortised over the remaining lease duration of 24 months.
* On November 01, 2021, the Company subscribed to 100 Equity shares of Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £100, accordingly Xelpmoc Design and Tech UK Limited becomes the wholly owned subsidiary of the Company. The Company intends to offer technology services and solutions to public and private sector clients engaged in e-commerce, hospitality, healthcare, education, and various other industries through this Wholly Owned subsidiary.
During the year ended March 31, 2023 subscribed to additional 1,30,000 Equity shares Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £1,30,000 thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.
Further during the year ended March 31, 2024 subscribed to additional 29,900 Equity shares Xelpmoc Design and Tech UK Limited, UK of £1 each, for a total consideration of £29,900 thereby continuing holding 100% of the share capital of Xelpmoc Design and Tech UK Limited.
As of March 31, 2025, Xelpmoc Design and Tech UK Limited had initiated the process of liquidation by filing an application prior to the balance sheet date. Since the investment satisfies the criteria under Ind AS 105 - Non-Current Assets Held for Sale and Discontinued Operations, it has been reclassified as a 'Non-Current Asset Held for Sale'. The liquidation is expected to be completed within 12 months from the reporting date, and the remaining net assets are yet to be received as of the reporting date.
1) The Company as subscriber to the memorandum of association upon incorporation of Xperience India Private Limited on Spetember 9, 2022 subscribed to 21,50,000 shares at ' 1 each per share. Post this acquisition the Company holds 43% of the share capital of the investee Company, accordingly Xperience India Private Limited becomes the associate entity of the Company. During the year, Company has impaired value of investement in Xperience India Private Limited, based on impairment indicators and management assessment Company by ' 2150.00 ('000) during the year ended 31st March, 2024 and 31st March, 2025. The impairment losses had been appropriately recognised through statement of Profit and Loss.
2) During the year ended March 31, 2025, the Company fully disposed of its 25% investment in Mayaverse Inc., which had been acquired during the previous financial year. The resulting gain or loss from the disposal was recognized in Other Comprehensive Income (OCI).
1 Sale of investment: During the year ended March 31,2025, the investment in Fortigo Network Private Limited, Firstsense Solutions Private Limited and Rype Fintech Private Limited were sold.
2 During the year ended March 31,2025, the Company has made an investment in SkillPraman Proof of Skill Private Limited by subscribing to 1,509 Equity Shares of ' 1 each, fully paid up.
2 During the year ended March 31, 2025, the Company has made an additional Investment in One Point Six Technologies Private Limited by subscribing to 8,650 Equity Shares of ' 10 each, fully paid up.
4 During the year ended March 31,2025, the Company has made a capital contribution to Integrative Ventures LLP amounting to ' 6,500.
Notes:
1) Investments in equity instruments of private limited entities has been designated as fair value through other comprehensive income. The valuation of these shares as on the valuation date has been arrived at using the discounted cash flow method/Market comparable method.
b) Issue of shares under ESOP scheme
During the year ended 31st March, 2025, the Company has issued and allotted 91,580 equity shares upon conversion of Stock Options granted pursuant to Xelpmoc Design and Tech Limited Employee Stock Option Scheme 2019. Consequent to these allotments, the paid-up capital of the Company stands increased to ' 14,71,99,930 comprising of 1,47,19,993 equity shares at face value of ' 10/- each.
During the year ended 31st March, 2024, the Company has issued and allotted 1,00,000 equity shares upon conversion of Stock Options granted pursuant to Xelpmoc Design and Tech Limited Employee Stock Option Scheme 2019. Consequent to these allotments, the paid-up capital of the Company stands increased to ' 14,62,84,130 comprising of 1,46,28,413 equity shares at face value of ' 10/- each.
a
g) Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash/by way of bonus * shares and aggregate number and class of shares bought back during the period of five years immediately preceding the reporting date:
Ý No shares have been allotted as fully paid-up pursuant to any contract without payment being received in cash;
Ý No shares have been allotted as fully paid-up by way of bonus shares; and
Ý No shares have been bought back by the company.
h) The Company has not paid any dividend in last 3 years.
i) Capital Management
The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios to support its business and maximize shareholder value. The Company makes adjustments to its capital structure based on economic conditions or its business requirements. To maintain/adjust the capital structure the Company may make adjustments to dividend paid to its shareholders or issue new shares.
The Company monitors capital using the metric of Net Debt to Equity. Net Debt is defined as borrowings less cash and cash equivalents, fixed deposits and readily redeemable investments.
The Company has no borrowings as on the reporting date.
Performance obligations and remaining performance obligations:
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue.
Applying the practical expedient as given in para 121 of Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the performance obligation is part of a contract that has an original expected duration of one year or less and where the revenue recognized corresponds directly with the value to the customer of the entity's performance completed to date, typically those contracts where invoicing is on time and material basis.
As all the open contracts as on the reporting date are either with original expected duration of one year or less or are time and material contracts no disclosure pertaining to remaining performance obligation is required.
As per Ind AS 115, unbilled revenues of ' 2,710.90 ('000s) for year ending March 31,2025 (' 21,489.03 ('000s) for year ending March 31, 2024) has been considered as a financial asset.
NOTE 36: LEASES (Contd.)
Lease Modification in Right of use assets - Building:
During the current financial year, the Company revised its lease agreement for a property
with effect from September 1,2024
i) The existing Right-of-Use (ROU) Asset and corresponding lease liability were derecognised, with an adjustment of ' 43,596.90 ('000') made to the ROU Liability.
ii) A new lease liability of ' 9,553.28 ('000') was recognised for the revised lease agreement. An adjustment of ' 411.37 ('000') was made towards prepaid rent in respect of a lease deposit. Additionally, a further adjustment of ' 203.26 ('000') was made due to a reduction in one seat of rental charges effective from November 27, 2024. thereby the net addition to the ROU Asset amounted to ' 9,761.91 ('000'), and will be amortised over the remaining lease term of 14 months from the date of modification.
During the previous financial year,
(i) considering that there has been a change in the consideration payable for the lease payments on account of deferring of the rent escalation by one month, it led to a modificition in the terms of the lease contract and hence treated it as a lease modification transaction.
(ii) Wherein the lease liability has been reassessed from the date of modification considering the revised rate of discounting the lease payments.
(iii) This has led to an increase in the lease liability by 240.51 (in '000) the corresponding effect of which has been given to the ROU Asset.
(iv) Further the increase in the ROU Asset will be ammortised over the remaining lease duration of 24 month.
NOTE 38: EMPLOYEE BENEFITS
a) Defined Contribution Plan
Provident Fund and Employee State Insurance (ESIC):
The contributions to the Provident Fund and ESIC of certain employees are made to a Government administered Provident Fund and ESIC and there are no further obligations beyond making such contribution on the Company.
b) Defined Benefit Plan
Gratuity:
The liability in respect of future payment of gratuity to retiring employees on retirement is provided on the basis of actual number of year's entitlement pending to be paid as at the end of each year. The Company estimates and provides the liability towards gratuity on the basis of actuarial valuation made at the end of the year.
These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment risk.
x) Risk exposure
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase. Salary Inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
Demographic Risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
IV) Employee Stock Option Plan (ESOP):
Xelpmoc Design & Tech Employee Stock Option Scheme 2019 ("ESOP 2019"):
Pursuant to shareholders approval by way of a special resolution in the Annual General meeting held on September 27, 2019, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred Only) representing nearly 6% of the paid up equity share capital of the Company as on August 06, 2019, exercisable into 8,22,300 (Eight Lakhs Twenty Two Thousand Three Hundred) Equity Shares of ' 10/- each of the Company to or for the benefit of permanent employees of the Company (present & future). Further, the Company has obtained Shareholders approval through postal ballot by special resolution dated February 19, 2020 in respect of grant of Stock Options under Xelpmoc Design and Tech Limited ESOP Scheme 2019 to the identified employees of the Company, during any one year equal to or exceeding 1% of the issued capital of the Company at the time of grant of option. The Option granted under ESOP
2019 shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments will be equity settled and will generally vest as determined by the administrator. The Company has received in-principle approval for listing from BSE and NSE on July 31,
2020 and June 23, 2020 respectively.
Xelpmoc Design & Tech Employee Stock Option Scheme 2020 ("ESOP 2020"):
Pursuant to shareholders approval by way of a special resolution in the Annual General meeting held on September 30, 2020, the Nomination and Remuneration Committee and Board of Directors has been authorized to create, grant, offer, issue and allot from time to time, in one or more tranches, options not exceeding 5,00,000 (Five Lakhs Only) representing nearly 3.65% of the paid up equity share capital of the Company as on August 14, 2020, exercisable into 5,00,000 (Five Lakhs Only) Equity Shares of ' 10/- each of the Company to or for the benefit of permanent employees of the Company (present & future). The Option granted under ESOP 2020 shall vest based on the achievement of defined annual performance parameters as determined by the administrator (Nomination and Remuneration Committee/Board of Directors). These instruments will be equity settled and will generally vest as determined by the administrator. The Company has received in-principle approval for listing from BSE and NSE on January 11,2021 and January 04, 2021 respectively.
NOTE 39: FINANCIAL RISK MANAGEMENT
The activities of the Company exposes it to a number of financial risks namely market risk, credit risk and liquidity risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its financial performance.
A. Management of Market Risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency rate risk. Financial instruments affected by market risk includes borrowings, investments and derivative financial instruments.
(i) Management of interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not have any exposure to interest rate risks since it has no borrowings.
(ii) Management of price risk:
The Company invests its surplus funds in various unlisted equity and preference shares. Investments in unlisted equities and preference shares are susceptible to market price risk, arising from changes in availability of future free cash flow which may impact the return and value of the investments. The Company mitigates this risk by periodically evaluating the performances of the investee Company.
(iii) Management of currency risk:
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade receivables and is therefore exposed to foreign exchange risk. The Company mitigates the foreign exchange risk by setting appropriate exposure limits and periodic monitoring of the exposures. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies.
B. Management of Credit Risk:
Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financial loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivables) and from its financing activities including investments in unlisted securities, foreign exchange transactions and financial instruments.
Credit risk from trade receivables is managed through the Company's policies, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.
Other receivables consist primarily of security deposits, advances to employees and other receivables. The risk of default is assessed as low.
Security deposits includes amounts due in respect of certain lease contracts.
The risk of default is considered low as the counter parties represent apart from the governmental authority large, well established companies within India.
Credit risk from investments of surplus funds is managed by the Company's treasury in accordance with the Board approved policy and limits. Investments of surplus funds are made only with those counter parties who meet the minimum threshold requirements as prescribed by the Board. The Company monitors the financial strength of its counter parties and adjusts its exposure accordingly.
Credit risk on cash and cash equivalents is assessed as low risk as the Company does not have any deposits and the entire amount represents balance in current account with banks.
* Income Tax Matters
The Company has received the Notice under Sec 154 of Income Tax Act, 1961 dated July 25, 2023 raising a demand of INR. 287.40 ('000s). In response, the Company filed an appeal application with the National Faceless Appeal Center on November 22, 2024 and subsequently submitted the required documents on November 26, 2024. As of the reporting date, no order has been received in this matter.
# Goods and Services Tax Matters
The Company has received the following Show Cause Notices under the Goods and Services Tax Act, 2017:
1) A Show Cause Notice dated November 20, 2024, issued under Section 73(1) of the Goods and Services Tax Act, 2017, for the financial year 2020-21, involving an amount of '. 93.931 ('000s) (including interest and penalty).
2) A Show Cause Notice dated January 31,2025, issued under Sections 73 or 74(1) of the Karnataka Goods and Services Tax Act, 2017, read with Rule 142 of the Karnataka Goods and Services Tax Rules, 2017, and the concurrent provisions of the Central Goods and Services Tax Act, 2017, and Section 20 of the Integrated Goods and Services Tax Act, 2017, for the financial year 2018-19, involving an amount of ' 4,990.05 ('000s) (including interest and penalty). The notice has been issued on the grounds of applicability of Sections 17(2) and 17(3) of the Central Goods and Services Tax Act, 2017.
The Company has submitted its responses to the above notices to the respective authorities. As of the reporting date, no adjudication order has been received in respect of these matters.
Based on the assessment conducted by the management, in consultation with external tax consultants, the possibility of an outflow of economic resources is considered to be possible, but not probable. Accordingly, the above matters have been disclosed as contingent liabilities in accordance with the requirements of Ind AS 37-Provisions, Contingent Liabilities and Contingent Assets.
B) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
43. EVENTS AFTER THE REPORTING PERIOD
There were no events that occurred after the reporting period i.e. 31 March, 2025 upto the date of approval of financial statements that require any adjustment to the carrying value of assets and Liabilities.
45. RECENT PRONOUNCEMENT
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
46. SUBSIDIARIES
During the year, the Board of Directors reviewed the affairs of the subsidiaries, in accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended in Annexure A to the consolidated financial statements.
47. DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013
(i) The Company doesn't hold any immovable property whose title deeds are not held in the name of the Company.
(ii) The Company does not have any benami properties. There are no proceedings initiated or pending against the Company for holding Benami property under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules thereunder.
(iii) The Company doesn't hold any Investment property hence the fair value of investment property (as measured for disclosure purposes in the financial statements) based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.
(iv) The Company has not revalued its Property, Plant and Equipment (including Right of used assets) hence the revaluation based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.
(v) The Company has not revalued its intangible assets hence the revaluation based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.
(vi) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the CompaniesAct, 2013), either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(vii) The Company is not declared as a 'wilful defaulter' by any bank or financial institution or other lender, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(viii) The Company does not have any transactions and there are no outstandingbalance with struck off companies under section 248 of Companies Act 2013 or section 560 of Companies Act 1956.
(ix) There is no charges or satisfaction yet to be registered with Registrar of Companies (ROC).
(x) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(xi) The Company has not borrowed funds from Banks or Financial institutions, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(xii) The Company has not invested (either borrowed funds or share premium or any other source or kind of funds) to any other person(s) or entity(ies) including Foreign entities (Intermediaries), hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(xiii) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(xiv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies) (intermediaries) with the understanding that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries); or
(b) provide any guarantee, security, or the like to or on behalf of the ultimate beneficiaries".
(xv) The Company has not received any fund from any other person(s) or entity(ies), including foreign entity(ies) (funding party) with the understanding (whether recorded in writing or otherwise) that the funding party shall;
(a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
47. DISCLOSURE AS PER SCHEDULE III OF COMPANIES ACT, 2013 (Contd.)
(xvi) The Company has no such transactions which are not reported in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme and the Company also has no such previously unrecorded income and related assets which needs to be recorded in the books of account during the year.
(xvii) The Company is not covered under section 135 of the Companies Act, 2013 in the current Financial year, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
(xviii) The Company has not traded or invested in crypto currency or virtual currency, hence the additional disclosure in terms of the amendments to Schedule III of the Company Act, 2013 is not applicable.
In terms of our report of even date attached
For JHS & Associates LLP For Xelpmoc Design and Tech Limited
Chartered Accountants
Firm Registration No. 133288W/W100099
CA.Samad Dhanani Sandipan Chattopadhyay Srinivas Koora Jaison Jose Vaishali Shetty
Partner Managing Director Whole Time Director and Whole Time Director Company Secretary
Membership No.: 177200 and Chief Executive Officer Chief Financial Officer DIN: 07719333 Place: Mumbai
Place: Mumbai DIN: 00794717 DIN: 07227584 Place: Mumbai Date: 30th May 2025
Date: 30th May 2025 Place: Hyderabad Place: Hyderabad Date: 30th May 2025
Date: 30th May 2025 Date: 30th May 2025
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