డైరెక్టర్ల నివేదిక Xtranet Technologies Ltd.

Your Directors have pleasure in presenting the 25^th Annual Report on the business and operations of the Company together
with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE OF THE COMPANY

2. REVIEW OF BUSINESS OPERATIONS

XtraNet delivered a strong operating performance
during FY 2025-26, supported by improved project
execution, a healthy order pipeline and a diversified
client portfolio. The Company strengthened revenue
visibility through its order book and continued executing
across Government, Public Sector Undertakings
(PSUs), and private-sector engagements.

Throughout the year, the Company continued to
use its competitive bidding to win new business and
strengthened its execution to deliver large, complex
technology projects. The increasing contribution
from private-sector clients, alongside established
relationships with Government and PSU customers,
has further diversified the Company’s customer base
and supports a broader platform for sustainable
growth.

The Company also continued its focus on working
capital management during the year, resulting in
improvement in inventory and receivable cycles and
greater operating efficiency.

During FY 2025-26, the Company achieved total
revenue of ''33,168.44 Lakhs on a standalone basis
and ''36,528.74 Lakhs on a consolidated basis, as
compared to ''25,444.07 Lakhs and ''27,608.15 Lakhs,
respectively, in FY 2024-25. This represents year-on-
year growth of approximately 30.36% on a Standalone
basis and 32.31% on a consolidated basis.

Profit after tax for FY 2025-26 stood at ''3,867.77
Lakhs on a Standalone basis and ''4,072.76 Lakhs
on a consolidated basis, as against ''2,749.85 Lakhs
and ''3,003.47 Lakhs, respectively, in the previous
financial year, representing year-on-year growth of
approximately 40.65% and 35.60%, respectively. The
improvement in profitability reflects stronger execution,
an improved business mix and continued focus on
operational efficiencies.

3. OUTLOOK

XtraNet enters FY 2026-27 with a healthy business
pipeline and an order book of approximately ''356.96
Crores as at April 30, 2026, providing visibility for
continued project execution.

The Company’s growth strategy will remain focused
on expanding its service portfolio, strengthening
technology capabilities and broadening its presence
across domestic and international markets. Key
areas of focus include Managed Services and Digital
Services encompassing hybrid cloud, managed PKI,
secure authentication, cloud-native solutions and other
emerging digital technologies.

The Company also plans to further enhance its
proprietary SYNERGY platform through increased
integration of automation, analytics and Artificial
Intelligence/Machine Learning capabilities, while
continuing to strengthen its data center and technology
infrastructure offerings.

The proceeds from the Initial Public Offering will
support the Company’s working capital requirements,
repayment and/or pre-payment of certain borrowings
and investments in systems, hardware and related
infrastructure. These investments are expected to
strengthen the Company’s execution capacity and
enable participation in larger and more complex
opportunities across Government, PSU and private-
sector customers.

The Company’s growth priorities are supported by
increasing adoption of digital transformation, cloud
technologies, artificial intelligence, data analytics,
cybersecurity, digital trust and e-governance solutions.
XtraNet will continue to focus on building scalable
capabilities across these areas while maintaining
disciplined execution and sustainable growth.

4. TRANSFER TO RESERVES

During the year under review, the Board of Directors
has not proposed to transfer any amount to the
General Reserve. Accordingly, the entire profit for the
year has been retained in the Statement of Profit and
Loss, in accordance with the applicable provisions of
the Companies Act, 2013.

5. DIVIDEND

To conserve resources for future business requirements,
the Board of Directors has not recommended any
dividend for the financial year 2025-26.

6. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (LODR)
Regulations, 2015, the Dividend Distribution Policy
is available at the website of the Company at https://
xtranetindia.com/policies-and-code/.

7. SHARE CAPITAL

a. Authorized Share Capital

During the year under review, the Authorized Share
Capital of the Company remained unchanged at
''55,00,00,000/- (Rupees Fifty-Five Crores only),
comprising 5,50,00,000 (Five Crores Fifty Lakhs)
Equity Shares of ''10/- (Rupees Ten) each.

b. Issued, Subscribed and Paid-up Share Capital

During the year under review, the Issued,
Subscribed and Paid-up Share Capital of the
Company increased from ''783.03 Lakhs to
''3,915.17 Lakhs pursuant to the allotment of
3,13,21,360 (Three Crores Thirteen Lakhs
Twenty-One Thousand Three Hundred and
Sixty) fully paid-up Bonus Equity Shares of ''10/-
(Rupees Ten) each, in the proportion of 4 (Four)
Bonus Equity Shares for every 1 (One) existing
Equity Share held by the shareholders as on the
Record Date.

The Bonus Equity Shares were allotted on
September 12, 2025, pursuant to the approval
accorded by the shareholders at the General
Meeting held on September 06, 2025.

During the year under review, the Company did
not issue any Equity Shares with differential voting
rights or sweat equity shares, nor did it grant any
stock options to its employees, in accordance
with the provisions of the Companies Act, 2013
and the rules made thereunder.

8. CHANGE IN PROMOTERS/PROMOTER GROUP’
SHAREHOLDING:

There was no change in number of shares in Promoters’
shareholding during FY 2025-26. However, due to
allotment of equity shares under the Fresh issue in
FY 2025-26, the percentage of Promoters’ shareholding
undergone a change from 79.15% to 83.63%.
The details of the Promoters’ shareholding as on
March 31,2025 and March 31,2026 are as under:

The Board of your Company comprises six Directors
viz. Mr. Sukhbir Singh Kukreja (DIN: 00411525)
Managing Director, Mr. Jogendrapal Singh Alagh
(DIN: 00411418), Whole Time Director, Mrs. Shiney
Sukhbir (DIN: 06643360), Non-Executive Director,
Ms. Shikha Jain (DIN: 08288922), Non-Executive
Independent Director, Mr. Girish Chander Dalakoti
(DIN: 10723451) Non-Executive Independent Director
and Mr. Sanjay Kumar Sinha (DIN: 00077192)
Non-Executive Independent Director, in accordance
with the provisions of the Companies Act, 2013, as at
March 31,2026.

Further, Mr. Chetan Anand, Group Chief Financial
Officer and Ms. Kavita Malik, Company Secretary
continued to held their positions.

During the year under review, the following changes
took place in the composition of the Board of Directors
and Key Managerial Personnel of the Company:

a. Mr. Girish Chander Dalakoti (DIN: 10723451)
was appointed as an Independent Director of the
Company at the Extra-Ordinary General Meeting
held on July 23, 2025.

b. Mrs. Shiney Sukhbir (DIN: 06643360) was
regularized as a Non-Executive Director of the
Company at the Extra-Ordinary General Meeting
held on July 23, 2025.

c. Mr. Jogendrapal Singh Alagh (DIN: 00411418) was
appointed as Whole-Time Director, designated
as Executive Director, and his remuneration was
approved by the members at the Extra-Ordinary
General Meeting held on July 23, 2025.

d. Mr. Sanjay Kumar Sinha (DIN: 00077192) was
appointed as an Additional Director in the category
of Independent Director on the Board of the
Company at the Board Meeting held on August
18, 2025. His appointment as an Independent
Director was subsequently regularized by
the members at the General Meeting held on
September 06, 2025.

e. Ms. Shikha Jain (DIN: 08288922) was appointed
as an Additional Director in the capacity of
Independent Director on the Board of the Company
at the Board Meeting held on August 18, 2025.
Her appointment as an Independent Director was
subsequently regularized by the members at the
General Meeting held on September 06, 2025.

In accordance with the provisions of Section 152 of the
Companies Act, 2013, Mr. Jogendrapal Singh Alagh
(DIN: 00411418), will retire by rotation at the ensuing
AGM and being eligible, has offered himself for his
re-appointment. The Board of Directors of the Company
has recommended his reappointment at the ensuing
AGM. The resolutions seeking Members’ approval for
re-appointment of Mr. Jogendrapal Singh Alagh, forms
part of the AGM Notice.

10. COMMITTEE POSITION CONFIRMED BY THE
DIRECTORS

Based on the disclosures received, the number
of directorship(s), committee membership(s), and
chairmanship of all the Directors of the Company are
within respective limits prescribed under Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 (to
the extend applicable during the FY 2025-26 as
preparedness for IPO). Further, during the year under
review, none of the Executive Directors of the Company
served as an Independent Director in any other listed
company. Necessary disclosures regarding committee
positions in other public companies as on March 31,
2026 have been made by the directors and reported in
the Corporate Governance Report which forms part of
the Annual Report.

11. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company are
registered in the data bank of Independent Directors
pursuant to the provisions of the Companies
(Appointment & Qualifications of Directors) Rules,
2014. The Company has received disclosures from
all the Independent Directors that they fulfil conditions
specified under Section 149(6) of Companies Act,

2013 and Regulation 16(1) (b) and 25(8) of SEBI
(LODR) Regulations, 2015 (to the extent applicable
during the FY 2025-26 as preparedness for IPO) and
are Independent of the Management of the Company.

Based on the declarations received from the
Independent Directors, the Board of Directors has
confirmed that they meet the criteria of independence
as mentioned under Regulation 16(1) (b) and 25(8)
of the SEBI (LODR) Regulations, 2015 and Section
149(6) of the Companies Act, 2013 and possess
high integrity expertise and experience including
the proficiency required to discharge the duties
and responsibilities as Directors of the Company.
Independent Directors, in their disclosures submitted
to the Company, have confirmed that they are not
aware of any circumstances or situation which exists
or may be reasonably anticipated that could impair or
impact their ability to discharge their duties.

Further, the details of Independent Director’s meeting
have been included in the Corporate Governance
Report forming part of this Annual Report.

12. MEETINGS

Board Meetings

The Board of Directors of your Company met Twenty
One (21) times during the FY 2025-26. The details of
such meetings are given in Corporate Governance
Report forming part of this Annual Report. The
intervening gap between these meetings was within
the period prescribed under the Companies Act,
2013. The notice and agenda including all material
information and minimum information required to be
made available to the Board, were circulated to all
directors, well within the prescribed time, before the
meeting or placed at the meeting with the permission
of majority of Directors (including the Independent
Directors) & Chairperson.

Composition of Committees of Board of Directors
and Meetings thereof

The details of composition of Committees of Board
of Directors, their meetings held during the period
under review and other relevant details/information are
included in the Corporate Governance Report forming
part of this Annual Report.

The quorum was present throughout the meetings.

13. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of
the Company during the year under review.

14. CONVERSION INTO PUBLIC LIMITED COMPANY

During the year under review, the Company was
converted into a Public Limited Company with effect
from July 02, 2025 and is now known as Xtranet
Technologies Limited.

15. RISK MANAGEMENT POLICY

The Company has its Risk Management Policy,
which identifies and evaluates business risks and
opportunities. The Company recognizes that these
risks need to be managed and mitigated to protect
the interest of the shareholders and stakeholders, to
achieve business objectives and enable sustainable
growth. The risk management framework is aimed at
effectively mitigating the Company’s various business
and operational risks, through strategic actions.
Risk management is embedded in critical business
activities, functions and processes. The risks are
reviewed for the change in the nature and extent of
the major risks identified since the last assessment.
It also provides control measures for risk and future
action plans. The Audit Committee has oversight in
the area of financial risks and controls. The major
risks identified by the businesses and functions are
systematically addressed through mitigating actions
on a continuing basis.

16. PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, required details are set out in
Annexure-B. In terms of the provisions of Section 136
(1) of the Companies Act, 2013, read with applicable
rules, there are no employees in FY 2025-26 whose
information is required to be disclosed in this report.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company had the
following subsidiaries:

• Xtranet BPO Private Limited (90.24%
shareholding)

• Xtratrust Digisign Private Limited (95.00%
shareholding)

• Xtrasynergy Solutions Private Limited (51.00%
shareholding)

Further, the Company also has an Associate Company in
Dubai, namely Extranet Technology Solutions LLC, Dubai.

18. ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on
Consolidated Financial Statements and Financial
Reporting issued by the Institute of Chartered
Accountants of India (‘ICAI’) and as prescribed by
Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the
financial information of the subsidiaries, form part of
this Annual Report.

As per the provision of first proviso of Section 129(3)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, the Financial
Statement of the Subsidiary Companies have not
been attached with this Annual Report and a separate
statement containing the salient features of financial
statements of its subsidiaries in Form AOC-1 has been
attached with the Consolidated Financial Statements
of the Company forming part of this Annual Report.

Further, 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 accounts in respect
of subsidiaries, are also available on the website of the
Company at https://xtranetindia.com/xtl/. Shareholders
may write to the Company for the annual financial
statements and detailed information on subsidiary
companies. Further, the documents shall also be
available for inspection by the shareholders at the
registered office of the Company.

19. ADOPTION OF INDIAN ACCOUNTING STANDARDS
(IND AS)

In compliance with the Companies (Indian Accounting
Standards) Rules, 2015, the Company has adopted
Indian Accounting Standards (IND-AS) with
effect from FY 2024-25. Accordingly, the financial
statements of the Company for FY 2024-25 have been
prepared in accordance with IND AS. The impact of
transition from previous GAAP to IND AS has been
disclosed in the Notes to Accounts forming part of
the financial statements.

20. AUDITORS AND AUDIT REPORT

M/s Nagendra Pawaiya & Co., Chartered Accountants
(Firm Registration No. 09541C), were appointed as
the Statutory Auditors of the Company at the Annual
General Meeting held on September 30, 2024 for a
term of five consecutive years, i.e., up to the conclusion
of the FY 2028-29, in accordance with the provisions of
Sections 139 and 141 of the Companies Act, 2013.

The Statutory Auditors have issued an unmodified
opinion on the standalone financial statements of the
Company for the financial year ended March 31,2026.
Accordingly, there are no qualifications, reservations
or disclaimers in the Auditors’ Report.

However, The Auditors have drawn attention to the
accounting treatment relating to interest payable
under the Micro, Small and Medium Enterprises
Development Act, 2006 (“MSMED Act”). The Company
has not recognized interest liability of ''268.55 Lakhs
on delayed payments to Micro and Small Enterprises
as at March 31,2026. The Company has initiated legal
proceedings for recovery of MSME interest receivable
amounting to ''2,583.79 Lakhs from a debtor. Pending
final adjudication and actual realization of the aforesaid
receivable, the corresponding MSME interest liability,
to the extent applicable, shall be recognized in the
books of account upon receipt of the corresponding
interest receivable. The Auditor has specifically stated
that its opinion is not modified in respect of this matter.

The Auditors have also reported certain delays in
remittance of statutory dues, including Employees’
State Insurance, Provident Fund, Tax Deducted at
Source and other statutory dues. The management is
strengthening its compliance monitoring mechanism to
ensure timely payment and statutory compliance.

Further, certain income-tax demands and a CGST
demand of ''150 Lakhs relating to FY 2017-18 to
FY 2022-23, pending before the Commissioner
(Appeals), Bhopal, have been reported under the
Companies (Auditor’s Report) Order, 2020. The
Company is pursuing the respective matters before the
appropriate authorities and shall take necessary action
in accordance with applicable law and the outcome of
the proceedings.

The Board has taken note of the above observations
and the management is taking appropriate measures
to strengthen the Company’s statutory compliance and
monitoring processes.

21. SECRETARIAL AUDITOR & THEIR REPORTS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, Board has appointed M/s Ayush Khandelwal
& Associates, Practicing Company Secretaries, as
Secretarial Auditors of the Company to conduct the
Secretarial Audit for FY 2025-26. The Company has
provided all assistance, facilities, documents, records
and clarifications etc. to the Secretarial Auditors for
conducting their audit. The Secretarial Audit Report in
Form MR-3 and Annual Secretarial Compliance Report
for the FY 2025-26 are annexed as Annexure-C, to
this report.

The Secretarial Auditor reported certain non¬
compliances relating to Section 185, delayed PAS-3
filing, non-filing of AOC-4 CFS and discrepancies in
MGT-7 filings, which have largely been resolved through
compounding/adjudication and corrective filings.

The FEMA APR and FLA Return filings for previous
years remain under regularization.

The Board took cognizance of these observations, and
corrective actions are already taken.

22. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, the Board of
Directors has appointed M/s. R Jayantilal Shah and
Company Chartered Accountants, as the Internal
Auditor of the Company to conduct the Internal Audit
of the functions and activities of the Company for the
financial year 2026-27.

23. COST RECORD AND AUDIT

During the period under review, Cost Records and
Audit is not applicable to the Company.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the
Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company as on March 31,2026
is available on the Company’s website at: https://
xtranetindia.com/xtl/.

25. LISTING WITH STOCK EXCHANGES

The Company received in-principle approvals from
BSE Limited and National Stock Exchange of India
Limited for the listing of its Equity Shares pursuant
to their respective letters dated December 16, 2025.
Subsequently, the Equity Shares of the Company were
listed and admitted to dealings on BSE Limited and
National Stock Exchange of India Limited with effect
from July 30, 2026.

26. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the year under review, as required under Regulation
34(2) (e) read with schedule V of SEBI (LODR)
Regulations, 2015, as amended, is presented in a
separate section forming part of this Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining the highest
standards of corporate governance, founded on the
principles of integrity, transparency, accountability and
ethical business conduct. Its governance framework
is designed to protect and enhance stakeholder
value while ensuring compliance with applicable
laws, regulations and best governance practices. The
Board remains committed to discharging its fiduciary
responsibilities effectively and to promoting sustainable
long-term value creation while safeguarding the
interests of all stakeholders, including minority
shareholders. Pursuant to Regulation 34(3) and other
applicable provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with Part C of
Schedule V thereto (to the extent applicable during the
FY 2025-26 as preparedness for IPO), the Corporate
Governance Report forms an integral part of this
Annual Report as Annexure-D.

The certificate issued by the Secretarial Auditors, M/s
Ayush Khandelwal &Associates, confirming compliance
with the conditions of Corporate Governance as
stipulated under Regulation 34(3) read with Part E
of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is
annexed to as Annexure D (A) and forms part of the
Corporate Governance Report.

28. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans given, guarantees provided and
investments made by the Company under Section
186 of the Companies Act, 2013 and the rules made
thereunder, are disclosed in the Notes to the Financial
Statements, which form an integral part of this
Annual Report.

29. RELATED PARTY TRANSACTIONS

During the year, no materially significant related
party transaction was entered by the Company with
its Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict
with the interest of the Company at large. Details of
all related party transactions are disclosed in the
financial statement of the Company forming part of this
Annual Report.

None of the transactions with related parties is material
transaction and/or transaction which is not at Arm’s

length, requiring disclosure pursuant to Section 134(3)
(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014. Therefore, the information
required in prescribed form AOC - 2 is not applicable.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
the Company has duly constituted a Corporate Social
Responsibility Committee. The details of composition
of Committees of the committee and its meetings held
during the period under review and other relevant
details/information are included in the Corporate
Governance Report forming part of this Annual Report.

The Company has complied with the statutory
obligations relating to CSR for the financial year
2025-26. A brief outline of the CSR Policy, including
the overview of projects undertaken, the web link to the
CSR Policy, and the Annual Report on CSR activities
in the prescribed format, is annexed herewith as
Annexure-E to this Report.

Pursuant to the requirement under section 134(3) (C)
of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

a. in the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b. 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 as at
March 31, 2026 and of the profit and loss of the
Company for that period;

c. the directors had taken proper and sufficient care
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 directors had prepared the annual accounts
on a going concern basis; and

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

33. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company has constituted an Internal Complaints
Committee as required under the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH”). The required details
have been disclosed in the Corporate Governance

Report forming part of this Annual Report. During
FY 2025-26, neither any complaint was reported nor
any complaint pending for disposal.

34. MATERNITY BENEFIT

The Company affirms that it has duly complied with
all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women
employees during the year.

35. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

There were no material changes and commitments,
affecting the financial position of the Company, which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of this report.

36. CONFIRMATION ON NO FRAUD, MISFEASANCE
OR ANY IRREGULARITY IN THE COMPANY

There were no instances of fraud, misfeasance or
irregularity detected and reported by the auditors
during the financial year 2025-26.

37. ACCEPTANCE OF DEPOSITS

The Company has neither invited nor accepted any
deposit from public or from its shareholders within the
meaning of Section 73 of the Companies Act, 2013 as
amended by Companies (Amendment) Rules, 2017
and further amended by Companies (Amendment)
Rules, 2019 read with Companies (Acceptance of
Deposits) Rules, 2014 during the period under review.

38. INTERNAL CONTROL SYSTEMS

Internal Financial Control & Systems of the
Company have been devised through its extensive
experience that ensures control over various
functions of its business. The Company practices
quality management system for design, planning,
construction and marketing. Periodic audits conducted
by Internal Auditors and Statutory Auditors provide
means whereby any weakness, whether financial or
otherwise, is identified. All financial and audit control
systems are also reviewed by the Audit Committee of
the Board of Directors of the Company.

Based on the report of the Internal Auditors, process
owners undertake corrective actions in their respective
areas and thereby strengthen the controls. The internal
control system ensures compliance with all applicable
laws and regulations and facilitates optimum utilization
of available resources and protects the interests of all
Stakeholders.

39. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under
review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) as amended from
time to time.

40. ANNUAL PERFORMANCE EVALUATION

The Nomination and Remuneration Committee
(“NRC”) has approved the policy for evaluating the
performance of the Board, its committees, individual
Director, and the Chairman in compliance with the
provisions of Section 178 read with Schedule IV of
the Companies Act, 2013 and other relevant rules
and regulations. In accordance with the evaluation
criteria specified in the policy, the annual performance
evaluation of the Board as a whole, all respective
committees, individual Director have been carried
out by Independent Directors and Board through a
structured questionnaire covering various aspects
of the evaluation framed in line with the guidance
notes Issued by the Companies Act, 2013 and Listing
Regulations (to the extent applicable).

41. DETAILS OF ORDERS PASSED BY REGULATORS,
COURTS, TRIBUNALS, IMPACTING GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE.

No significant or material orders were passed by any
Regulator, Court or Tribunal during the year which

may adversely impact the going concern status or
future operations of the Company. However, certain
regulatory matters relating to past non-compliances
were addressed by the Company, as summarized
below:

During the year, certain proceedings relating to past
non-compliances under the Companies Act, 2013 were
concluded. In relation to non-compliance with Section
185, compounding fees aggregating to ''30.00 Lakhs
were imposed on the Company and the concerned
Directors, which were duly paid on May 29, 2026 and
the matter stands resolved. Further, in relation to non¬
compliances under Section 42, penalties aggregating
to ''15.94 Lakhs were imposed on the Company and
the concerned Directors in respect of delayed filing
of Form PAS-3 and utilization of funds raised through
preferential issue prior to filing of Form PAS-3. The
said penalties were duly paid and the matters stand
resolved.

In respect of non-filing of Consolidated Financial
Statements in Form AOC-4 CFS for the financial years
2015-16 to 2022-23, the Registrar of Companies,
Gwalior, passed adjudication orders and imposed
aggregate penalties of ''13.08 Lakhs on the Company
and ''4.00 Lakhs each on the concerned Directors. The
penalties were duly paid in April 2026 and the matters
stand resolved.

Further, discrepancies identified in earlier Form MGT-
7 filings for the financial years 2020-21 to 2023-24
were taken up with the Registrar of Companies. The
earlier filings were marked Not to Be Taken on Record
(NTBR) and the Company has filed revised Form
MGT-7 for the financial years 2020-21, 2021-22 and
2022-23 to rectify the earlier filings and regularize the
annual return compliance.

Overall, the above matters have not resulted in any
order affecting the going concern status or future
operations of the Company.

42. GREEN INITIATIVES

In furtherance of the Green Initiative in Corporate
Governance announced by the Ministry of Corporate
Affairs, the Company had in past requested the
shareholders to register their email addresses with
the Registrar/Company for receiving the report,
accounts, and notices etc. in electronic mode.
However, some of the shareholders have not yet
registered their e-mail IDs with the Company.
Shareholders who have not registered their email
addresses are once again requested to register the
same with the Company by sending their requests to
[email protected].

Further, Ministry of Corporate Affairs and SEBI vide
various Circulars have granted exemption to all the
Companies from dispatching physical copies of Notices
and Annual Reports to Shareholders and it is always
advisable to all the shareholders to keep their email
ids registered/updated with the Company in order to
receive important communication/information on time.

43. OTHER DISCLOSURES

a. During the year under review, the Company was
not required to transfer any amount in the Investor
Education and Protection Fund Account.

b. There were no instances of one-time settlement
with any Bank or Financial Institution during the
year.

c. The Company has not purchased its own shares,
either directly or indirectly, during the year under
review.

d. A petition under Section 9 of the Insolvency and
Bankruptcy Code, 2016, along with a complaint
under Section 138 of the Negotiable Instruments
Act, 1881, had been filed by M/s. Continental

Engines Private Limited against the Company
in respect of an outstanding amount of ''22.40
Crores before the Hon’ble NCLT, Indore Bench.
The matter was subsequently amicably settled
between the parties and was disposed of by
the Hon’ble NCLT, Indore Bench vide order
dated September 17, 2025. Accordingly, no
proceedings in respect of the aforesaid matter are
pending against the Company as on the date of
this Report.

e. During the period under review, the Company has
not made any political contribution to any political
party.

44. ACKNOWLEDGMENT

Your Directors thanks the Government of India, various
State Government and their concerned Department/
Agencies/Regulatory Authorities for their continued
support and cooperation. The Directors also wish
to place on record the support extended by various
Banks, Financial Institutions and every stakeholder of
the Company.

The Director further wished to appreciate and value
the contributions made by every employee of the
Company.

For and on behalf of the Board of Directors
XTRANET TECHNOLOGIES LIMITED

Sd/- Sd/-

Sukhbir Singh Kukreja Jogendrapal Singh Alagh

Managing Director Whole Time Director

DIN: 00411525 DIN: 00411418

Place: Bhopal

Date: September 05, 2026