To

The Members of

XELPMOC DESIGN AND TECH LIMITED

The Directors have pleasure in presenting the 3rd Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS AND APPROPRIATION OF PROFITS:

2. STATE OF COMPANY’S AFFAIRS. BUSINESS OVERVIEW AND FUTURE OUTLOOK

During the year under review, your Company has recorded Revenue from Operations of Rs.5,36,01,344/- as compared to that of last year of Rs.1,88,38,962/-.

The Company has incurred Loss of Rs.3,70,17,224/- as compared to the loss of Rs.2,78,77,852/-for the corresponding previous year, after making provision for taxation.

Barring unforeseen circumstances, further improvement in sale and profitability is expected in the current year in view of continued efforts being made. Further your company is taking effective steps to strengthen the profitability and financial soundness of the Company.

During the year under review, there were no changes in Company’s nature of business.

3. CONSOLIDATION OF FINANCIAL STATEMENT:

The Statement containing salient features of the financial statements of the Associate and Joint Venture Company in the prescribed format i.e. AOC-t is appended as an Annexure - A’ to the Board s Report.

The Highlight of Performance of Associate Company Madworks Ventures Private Limited and Joint Venture Fortigo Network Xeipmoc Private Limited are as under:

The Associate Company has recorded Revenue from Operation of Rs. 1,16,827/- as compared to that of last year of Rs.29506/- and incurred net loss of Rs.11,96,866/- as compared to the loss of Rs.5,16,638/- for the corresponding previous year and where as the Joint Venture Company has recorded Revenue from Operation of Rs. 1,10,25,000/- and earned net profit to the tune of Rs.8,09,659/-. The share of the Company into the profit and reserve of the said Associate Company and Joint Venture has been provided in the prescribed format i.e. AOC-1 and the Consolidated Financial Results represent those of the Company and its Associate Company and Joint Venture. The Company has consolidated its results based on the Schedule III of the Companies Act, 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) in respect of Consolidation of Financial Statements (AS-21).

The line of the business of the Company and its Associate and Joint Venture Company are different, however the share of profit and reserve has been provided in the Consolidated Financial Statement, hence the financial growth of the Company to extent of such share in the Associate and Joint Venture Company have been captured in the Consolidated Financial Statement.

4. SHARE CAPITAL

- The Authorised Share Capital of the Company has been increased from Rs.5,00,00,000/-(Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each, during the year under review.

- The Paid-Up Share Capital of the Company has been increased from Rs.4,87,49,980/- to Rs.6,51,71,320/-, during year under review. The details of changes are as follows:

- The Company has issued and allotted 5,37,930 Equity Shares of Rs.10/- each at a premium of Rs.19/- per share by way of Right Issue to the existing equity shareholders of the Company on 20th May, 2017.

- The Company has issued and allotted 3,11,239 Equity Shares of Rs.10/- each at a premium of Rs.19/- per share on the preferential allotment basis on 7th July, 2017.

- The Company has issued and allotted 4,54,065 Equity Shares of Rs.10/- each at a premium of Rs.77/- per share on the preferential allotment basis on 15th November, 2017.

- The Company has issued and allotted 3,38,900 Equity Shares of Rs.10/- each at a premium of Rs.80/- per share on the preferential allotment basis on 30th January, 2018.

- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise, during the period under review.

- The Company has not issued any sweat equity shares to its directors or employees, during the period under review.

5. TRANSFER TO RESERVES

The Company has incurred loss during the year under consideration; hence no amount could be transferred to general reserves.

6. BOARD MEETINGS

During the period under review, 17(Seventeen) Board of Directors Meetings were held on 18th April, 2017, 9th May, 2017, 13th May, 2017, 20,h May, 2017, 30th May. 2017, 27th June, 2017, 7,h July 2017, 25th July, 2017, 4th September, 2017, 13th September, 2017, 14m October, 2017, 26,h October, 2017, 15th November, 2017, 26th December, 2017, 18th January, 2018, 30th January, 2018 and 6th March, 2018 after giving proper notices to all the directors and the proceedings of the Board Meetings and the resolutions passed thereat have been duly recorded in the Minutes Book maintained for the purpose.

The details of Director s attendance at Board Meetings are as follows

‘During the year under review, Mr. Rajesh Dembla resigned from Directorship of the Board w.e.f. July 26, 2017.

**Mr. Vishal Chaddha, who was appointed as an Additional Director of the Company w.e.f. September 13, 2017 and further his appointment was confirmed as a Director of the Company in the Annual General Meeting held on September 29, 2017.

7. detail of subsidiaries/joint ventures /associate companies

The details of Associate Company and Joint Venture are annexed in Form AOC-1 as an ‘Annexure-A’ During the year under review, Fortigo Network Xelpmoc Private Limited became Joint Venture and Madwork Venture Private Limited became Associate Company where as IFTOSI Jewels Private Limited ceased as a Associate Company. The Company did not have any subsidiary company since its inception, hence the requisite information could not be provided.

8 DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME

Durinq the year under review, the Company has not issued or offered any shares under any Employee Stock Option / Purchase Scheme and also does not have any plans to introduce the same.

9. EXTRACT OF ANNUM. RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return, in Form MGT-9, prepared as at March 31, 2018, is forming part of this report as an Annexure-B.

16. DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act, 2013 and rules framed thereunder, and pursuant to the Articles of Association of the Company, Mr. Srinivas Koora (DIN 07227584), Director, shall retire by rotation, and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

During the year under consideration, following changes has been occurred:

- Mr. Vishal Chaddha, was appointed as an Additional Director of the Company w.e.f. September 13, 2017 and who has been further regularized as a Director of the Company in the Annual General Meeting held on September 29, 2017.

- Mr. Jaison Jose, who was appointed as Additional Director of the Company with effect from March, 2017 and his tenure was till the date of forthcoming AGM, has been appointed as Director at the EGM held on 13th May, 2017.

- Mr. Rajesh Dembla has resigned from the Directorship of the Company w.e f. July 26, 2017.

- Mr. Abhay Kadam was appointed as a Company Secretary, KMP of the Company w.e.f. December 1, 2017.

The Company has received declarations/confirmations from each Independent Directors under section 149(7) of the Companies Act, 2013.

18. DIRECTOR RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, 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 at the end of the financial year 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 this Act 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.

19. AUDITORS AND AUDITORS REPORT

M/s. Venu & Vijay CO., Chartered Accountants, the existing Auditors of the Company who has resigned from the Company with effect from 4th April, 2018 and M/s. JHS & Associates LLP, Chartered Accountants, appointed as Statutory Auditor of the Company at Extra-Ordinary General Meeting held on 30th April, 2018 to fill up the vacancy caused by the resignation of M/s. Venu & Vijay CO., Chartered Accountants, until the conclusion of the forthcoming Annual General Meeting of the Company.

Your Directors recommend the appointment of the M/s. JHS & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company, to hold the said Office for the period of 5 years from the conclusion of ensuing S’11 Annual General meeting till the conclusion of 8th Annual General meeting of the Company on such remuneration as may be mutually decided by the Board of Directors or committee thereof and Statutory Auditors.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer; hence do not call for any comments from the Board of the Company.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor has not reported any instances of fraud committed against the Company by its officers or employees, under section 143(12) of the Companies Act, 2013.

21. DETAILS OF MATERIAL CHANGES AND COMMITMENTS

The material changes and commitments, affecting the financial position of the Company which has occurred between the ends of the financial year of the Company, i.e. March 31, 2018 and the date of Directors’ Report, i.e. July 23, 2018 as follows:

- Allotment of 65,999 equity shares of Rs.10/- each, at premium of Rs.80/-, per share by way of Preferential Allotment basis on 14th May, 2018.

- The Authorised Share Capital of the Company has been increased from Rs.11,00,00,000/-(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each

- The Company was converted into a public limited company pursuant to a special resolution passed by Shareholders on July 2, 2018 and the name of Company was changed to ‘Xelpmoc Design and Tech Limited’. Consequently, a fresh certificate of incorporation consequent upon change of name upon conversion into public company was issued by the ROC, Bengaluru on July 20,2018.

- The Company is in planning to undertake Initial Public Offering (IPO) of Equity Shares of the Company and the same has been approved by the Board at its meeting held on 23rd July, 2018.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the regulators/courts/tribunals, which may impact the going concern status and the Company’s operations in future.

23. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of every women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at work place.

The policy framed pursuant to the legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 read with Rules framed there under may be viewed at www.xelpmoc.in.

The Company has also constituted the Internal Complaints Committee as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint, during the year under review.

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to these matters is submitted as an Annexure-D hereto.

25. COMPLIANCES OF SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India (ICSI).

26. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, process and structures to implement internal financial control with reference to financial statements commensurate with the size and nature of business of the Company.

27. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users, vendors, Government and non-governmental agencies and bankers for their continued support in Company’s growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company.

For & on behalf of the Board of Director of

Xelpmoc Design and Tech Limited

Piace : Mumbai Mr. Sandipan Chattopadhyay Mr. Jaleon Jose

Date : 23-07-2018 Managing Director Whole-time Director

DIN 00794717 DIN 07719333