Dear Members,
Your Directors have pleasure in presenting the Twenty-Fourth Annual
Report on the business and operations of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025.
1. Financial Performance of the Company ( in Lacs unless stated
otherwise)
Particulars |
FY 2024-25 (Standalone) |
FY 2024-25 (Consolidated) |
FY 2023-24 (Standalone) |
FY 2023-24 (Consolidated) |
Revenue from Operations |
25,444.07 |
27,608.15 |
22,681.01 |
23,294.07 |
Other Income |
41.20 |
44.86 |
29.41 |
31.90 |
Total Revenue |
25,485.26 |
27,653.01 |
22,710.42 |
23,325.97 |
Purchase of Stock-in- |
|
|
|
|
|
17,878.51 |
17,888.04 |
17,059.95 |
16,842.97 |
Trade |
|
|
|
|
Changes in Inventories |
-2,496.25 |
-2,542.81 |
-1,913.01 |
-1,916.02 |
Employee Benefit |
|
|
|
|
|
1,730.57 |
2,400.32 |
1,714.24 |
2,129.04 |
Expenses |
|
|
|
|
Finance Costs |
496.41 |
526.21 |
249.13 |
278.46 |
Depreciation & |
|
|
|
|
|
78.88 |
231.51 |
74.54 |
105.10 |
Amortization |
|
|
|
|
Other Expenses |
4,094.42 |
5,272.18 |
4,007.62 |
4,293.81 |
Total Expenses |
21,782.55 |
23,775.45 |
21,192.47 |
21,733.35 |
Profit Before Tax (PBT) |
3,702.71 |
4,007.03 |
1,517.95 |
1,532.88 |
Tax Expense |
952.86 |
1,003.56 |
462.21 |
438.63 |
Profit After Tax (PAT) |
2,749.85 |
3,003.47 |
1,055.74 |
1,094.25 |
2. Operations
The Company achieved Total Revenue of 25,444.07 lakhs (Standalone) and
27,608.15 lakhs (Consolidated) during FY 2024-25 as compared to 22,681.01 lakhs and
23,294.07 lakhs respectively in FY 2023-24, registering a year-on-year growth of
approximately 12% (Standalone) and 19% (Consolidated). The Net Profit after Tax for FY
2024-25 stood at 2,749.85 lakhs (Standalone) and 3,003.47 lakhs (Consolidated) as against
1,055.74 lakhs and 1,094.25 lakhs respectively in the previous year, showing a substantial
improvement in profitability.
3. Transfer to Reserves
During the year under review, the Board of Directors has not proposed
to transfer any amount to the General Reserves and the entire profit has been retained in
the Profit & Loss Account, in accordance with the provisions of the Companies Act,
2013.
4. Dividend
To conserve resources for future business requirements, the Board of
Directors has not recommended any dividend for the financial year 2024-25.
5. Meetings
Board Meetings
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. The Notice, Agenda and Notes
on agenda duly circulated to Board before the Board Meeting. During the year under review,
24 (Twenty-Four) meetings of the Board of Directors were held. The dates of the meetings
are provided hereinbelow:
Sl. No. |
Date of Meeting |
1 |
06.04.2024 |
2 |
10.04.2024 |
3 |
17.04.2024 |
4 |
05.06.2024 |
5 |
10.06.2024 |
6 |
20.06.2024 |
7 |
27.06.2024 |
8 |
18.07.2024 |
9 |
25.07.2024 |
10 |
30.07.2024 |
11 |
31.07.2024 |
12 |
12.08.2024 |
13 |
13.08.2024 |
14 |
19.08.2024 |
15 |
05.09.2024 |
16 |
23.09.2024 |
17 |
28.09.2024 |
18 |
16.10.2024 |
19 |
23.10.2024 |
20 |
04.12.2024 |
21 |
09.01.2025 |
22 |
20.01.2025 |
23 |
03.02.2025 |
24 |
07.03.2025 |
Directors not presented at the meeting, if any, were granted leave of
absence.
Further, the intervening gaps between the meetings were within the
period prescribed under the Companies Act, 2013. Applicable Secretarial Standards in
respect of the Meeting of the Board of Directors were compiled by the Company.
General Meetings
During the year under review, the Company convened the following
General Meetings:
Annual General Meeting (AGM): The 23rd Annual General Meeting of the
Company was held on 30.09.2024 in compliance with the provisions of the Companies Act,
2013.
Extraordinary General Meeting(s) (EGM): The Company convened 3 (three)
Extraordinary General Meeting(s) during the year on 25.07.2024, 14.09.2024 and 31.03.2025,
for transacting special business(es) as per the notice of the meetings.
The quorum was present throughout the meetings.
6. Change in Nature of Business
There has been no change in the nature of business of the Company
during the year under review.
7. Conversion into Public Limited Company
During the year under review, there was no change in the status of the
Company however after the closure of financial year, the Company was converted into a
Public Limited Company with effect from 2nd July, 2025 and is now known as XTRANET
TECHNOLOGIES LIMITED.
8. Risk Management Policy
The Company has a risk management framework to identify, evaluate and
mitigate business risks. The same is reviewed periodically by the Board.
9. Directors and Key Managerial Personnel
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:
Mrs. Shiney Sukhbir (DIN: 06643360) was appointed as an Additional
Director of the Company with effect from 20th January, 2025.
Further, in terms of Section 203 of the Companies Act, 2013, the
following Key Managerial Personnel were appointed with effect from 20th January, 2025:
Mr. Chetan Anand as Chief Financial Officer (CFO). Mrs. Kavita Malik as
Company Secretary.
During the period under review, the Company was a Private Limited
Company and, accordingly, the provisions relating to appointment of Independent Directors
were not applicable. Hence, the Company did not have any Independent Director on its
Board, and the disclosure required under Section 134(3)(d) of the Companies Act, 2013,
relating to the statement by Independent Directors, is not applicable to the Company.
However, subsequent to the closure of the financial year, the Company
has been converted into a Public Limited Company. In compliance with the applicable
provisions of the Companies Act, 2013, the Company has initiated the process for
appointment of the requisite number of Independent Directors and for the constitution of
mandatory committees of the Board, including the Audit Committee and the Nomination and
Remuneration Committee, which were not applicable during the period under review.
Except as stated above, there were no other changes in the Directors
and Key Managerial Personnel of the Company during the year.
10. 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 (75.00% shareholding) Xtrasynergy Solutions Private Limited (51.00%
shareholding)
Further, the Company also has an Associate Company in Dubai, namely
Extranet Technology Solutions LLC, Dubai.
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing the salient features of the financial statements of the
Company's subsidiaries and associate company in the prescribed Form AOC-1 is attached
as Annexure A to this Report.
11. Share Capital
a. During the year under review, the Authorised Share Capital of the
Company was increased from 9,50,00,000/- (Rupees Nine Crores Fifty Lakhs only) to
55,00,00,000/- (Rupees Fifty-Five Crores only) in EGM held on 31st March 2025.
b. The Issued, Subscribed and Paid-up Share Capital of the Company has
increased from 6,89,89,400/- to 7,83,03,400/- pursuant to the allotment of 9,31,400 equity
shares of 10/- each at a premium of 315/- per share, through the Private Placement
process, in accordance with the special resolution passed at the Extra-Ordinary General
Meeting held on 14th September, 2024.
The Company has not issued any shares with differential voting rights
or sweat equity shares, and it has not granted any stock options to its employees during
the year under review in accordance with the provisions of the Companies Act, 2013 and the
rules made thereunder.
12. 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 30/09/2024 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 Auditors' Report on the financial statements of the Company
for FY 2024-25 does not contain any qualification, reservation or adverse remark. The
observations made in the Auditors' Report are self-explanatory and do not require any
further comments under Section 134(3)(f) of the Companies Act, 2013.
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.
13. 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 31st March, 2025 is available on the Company's website
at: [https://xtranetindia.com/].
14. 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.
15. Related Party Transactions
All contracts/arrangements/transactions entered into by the Company
with related parties during the financial year were in the ordinary course of business and
on an arm's length basis, in compliance with the provisions of Section 188 of the
Companies Act, 2013 and the applicable rules made thereunder.
Further, there were no materially significant related party
transactions entered into by the Company with its Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not applicable.
16. 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 Company has complied with the statutory obligations relating to CSR
for the financial year 2024-25. 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 B to this Report.
17. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as
follows: -
Particulars |
Remarks |
(a) Conservation of the energy: |
|
Steps taken to impact on conservation |
NIL |
Steps taken for utilization of alternate |
NIL |
sources of energy |
|
Capital investment on the Conservation |
NIL |
Equipment's |
|
(b) Technology absorption: |
|
Efforts made for technology absorption |
NIL |
Benefit derived like product improvement,
cost |
NIL |
reduction, product development or import
substitution |
|
Expenditure on Research & Development, |
NIL |
if any |
|
Details of technology imported, if any |
NA |
Year of Import |
NA |
Whether imported technology fully |
NA |
Absorbed |
|
Areas where absorption of imported |
NIL |
technology has not taken place, if any |
|
Foreign Exchange Earnings and outgo: The foreign exchange earnings and
outgo during the financial year ended 31st March, 2025 are duly disclosed in the relevant
notes to the financial statements, which form part of this Annual Report.
18. Directors' Responsibility Statement:
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:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(ii) 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, 2025
and of the profit and loss of the company for that period;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern
basis; and
(vi) 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. Sexual Harassment of Women at Workplace
The Company has adopted a policy on prevention of sexual harassment at
the workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC)
has been constituted as required under the Act.
During the financial year 2024-25, the Company has not received any
complaints of sexual harassment.
During the financial year under review, the Company has complied with
all the provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:
1 Number of complaints of Sexual
Harassment received in the Year |
NA |
2 |
NA |
Number of Complaints disposed off during
the year |
|
3 Number of cases pending for more than
ninety days |
NA |
20. 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.
21. Particulars of Employees
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2)
and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, it is confirmed that no employee of the Company was in receipt of
remuneration exceeding the limits prescribed under the said Rules during the year under
review.
22. 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.
23. 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 2024-25.
24. 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.
25. Internal Control Systems
The Company's internal control systems are adequate and
commensurate with the nature and size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable
accounting standards.
Optimum utilization, efficient monitoring, timely maintenance and
safety of its assets.
Compliance with applicable laws, regulations and management policies.
26. Other Disclosures
i. During the period under review, the company is not required to
maintain cost records as specified by the central government u/s 148 of the Companies Act,
2013. ii. During the year under review, the Company was not required to transfer any
amount in the Investor Education and Protection Fund Account. iii. A petition under
section 9 of the Insolvency and Bankruptcy Code, 2016 and Case under Section 138 of the
Negotiable Instruments Act, 1881 was filed by M/s Continental Engines Private Limited
against the Company for outstanding amount of Rs. 22.40 Crores. The matter is pending
before NCLT, Delhi Bench. The Company has contested the claim and no admission order has
been passed as at March 31, 2025 as well as on the date of this Board Report. iv. There
were no instances of one-time settlement with any Bank or Financial Institution during the
year. v. The Company has not purchased its own shares, either directly or indirectly,
during the year under review.
27. 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 |
DIN: 00411525 |
DIN: 00411418 |
Place: Bhopal |
|
Date: September 8, 2025 |
|
|