<dhhead>BOARD'S REPORT</dhhead>

FOR THE FINANCIAL YEAR 2024-25 

To,

The Members,

Your directors have pleasure in presenting their 08th
(Eighth) Board's Report on the business and operations of the Company together with the
Audited Financial Statements for the financial year ended 31st March, 2025.

!. Disclosure of financial summary or highlights:

During the year under review, performance of your Company is as under:


  

    
Particulars
    
Standalone
    
Consolidated 
  
  

    

    
Year ended 31st March, 2025
    
Year ended 31st March, 2024
    
Year ended 31st March, 2025
    
Year ended 31st March, 1 2024
  
  

    
Revenue from Operation
    
1,23,36,64,962
    
1,13,90,72,845
    
1,24,22,54,653
    
1,13,90,72,845
  
  

    
: Other Income
    
1,93,05,051
    
59,37,509
    
1,93,07,193
    
59,37,509
  
  

    
1 Total Income
    
1,25,29,70,012
    
1,14,50,10,354
    
1,26,15,61,846
    
1,14,50,10,354
  
  

    
Less: Expenses
    
1,12,35,56,653
    
1,05,88,49,441
    
1,12,78,54,494
    
1,06,69,99,968
  
  

    
Profit/(Loss) before
Extraordinary Items and Taxes
    
12,94,13,359
    
8,61,60,913
    
13,37,07,352
    
7,80,10,386
  
  

    
Less: Exceptional Items
    
(21,86,079)
    
-
    
(21,86,079)
    

  
  

    
Profit/(Loss) before tax
    
13,15,99,438
    
8,51,60,913
    
13,58,93,431
    
7,80,10,386
  
  

    
Less: Tax Expenses
    

    

    

    

  
  

    
a) Current tax
    
3,97,52,450
    
2,54,46,180
    
3,97,52,450
    
2,31,78,725 
  
  

    
b) Deferred Tax
    
(26,55,983)
    
(10,14,589)
    
(26,83,876)
    
(10,14,589) 
  
  

    
c) Income Tax Expense/(income) relating to earlier years
    
12,643
    
1,41,374
    
22,80,099
    
1,41,374
  
  

    
Profit/Loss for the year
    
9,44,90,328
    
6,15,87,948
    
9,65,44,758
    
5,57,04,876
  


 

ih Description of state of company's r^fairran(Ardre outl<SM

The Company is engaged in the Information Technology sector,
specializing in the development and deployment of advanced technology solutions. Its core
competencies encompass:

• CCaaS (Contact Centre as a Service) Solutions - enabling
enterprises to deliver seamless, scalable, and efficient customer engagement.

• Comprehensive Workforce Management (WFM) Solutions —
facilitating optimized workforce planning, scheduling, and productivity enhancement.

? State-of-the-Art Conversational Al Solutions - empowering businesses
with intelligent virtual assistants, natural language processing, and Al-driven customer
interaction tools.

The Company maintains its official website, exato.ai, which provides
detailed information about the portfolio of products, services, and industry-specific
solutions offered by the Company.

During the year, the Company continued to focus on strengthening its
technological capabilities, improving service delivery, and expanding its customer base.
In pursuit of its strategic objectives, the Company is actively exploring business
development opportunities in the United Kingdom and the United States, with an emphasis on
forming strategic alliances, entering into partnerships, and offering customized solutions
tailored to these markets.

A significant milestone, achieved subsequent to the closure of the
financial year under review, was the conversion of the Company into a Public Company with
effect from 31st Juiy, 2025, signifying a new chapter in its corporate journey and
aligning its structure with the Company's long-term growth and expansion objectives.

Looking ahead, the Company remains committed to:

• Leveraging innovation to enhance product offerings.

• Expanding its geographical presence in mature technology
markets.

• Strengthening client relationships through superior service
delivery.

• Exploring avenues for revenue diversification by catering to
emerging sectors.

The management believes that the Company's robust technical expertise,
global expansion plans, and focus on value creation position it weli for sustained growth
in the upcoming years.

During the financial year 2024-25, the Company's turnover marked an
increase of 8.30%. Further, during the year under review the Company earned an after-tax
profit of Rs. 9.45 Crore in comparison of Rs. 6.16 Crore during the previous year thereby
registering a growth of 53.41%.

III. Operations and Business Performance of Subsidiary Companies:

During the year under review, the Company continued to strengthen its
global footprint through its wholly-owned subsidiaries, Exato.ai Inc., incorporated in the
United States, and Exato.ai Pte. Ltd., incorporated in Singapore. There has been no change
in the nature of their business during the year.

Further, during the year under review, the Company incorporated a new
wholly- owned subsidiary in India in the name and style of M/s Exato Infotech Private
Limited. The Subsidiary Company has been formed with the purpose of carrying out the
objects related to designing, developing, customizing, and implementing technology systems
for cloud communications, including Internet-based voice and data services through
cloud-based VoIP platforms and other allied services.

Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the Company's Subsidiary
Companies in Form AOC-1 are enclosed herewith and marked as Annexure - A.

IV/. Web address, where annual return referred to in sub-section (3) of
section 92 has

been placed:

The Company is maintaining website https://exato.ai and pursuant to the
provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company
for the financial year 2024-25 shall be uploaded on such website. Web address for the same
is as below:

https://exnto.ai/investor. html

V. Capital Structure:

During the year under review, the Company issued, offered and allotted
1,062 (One Thousand and Sixty-Two) equity shares of Rs. 10/- (Rupees Ten Only) each at a
premium of Rs. 56,510/- (Rupees Fifty-Six Thousand Five Hundred and Ten Only) each aggregating
to Rs. 6,00,24,240/- (Rupees Six Crore Twenty-Four Thousand Two Hundred and Forty Only) by
way of private placement.


  

    
A Date of allotment
    
29-03-2025
    

  
  

    
B Method of allotment
    
Private Placement
    

  
  

    
C Issue Price
    
Face Value
    
Rs. 10/-
  
  

    

    
Premium
    
Rs. 56,510/-
  
  

    
D Number of shares allotted
    
1,062
    

  
  

    
E Total Amount
    
Rs. 6,00,24,240/
    
-
  


 

Pursuant to the above allotment, the issued, subscribed and paid-up
share capital of the Company increased from Rs. 1,27,590/- (Rupees One Lakh Twenty-Seven
Thousand Five Hundred and Ninety Only) divided into 12,759 (Twelve Thousand Seven Hundred
and Fifty-Nine) equity shares of Rs. 10/- (Rupees Ten Only) to Rs. 1,38,210/- (Rupees One
Lakh Thirty-Eight Thousand Two Hundred and Ten Only) divided into 13,821 (Thirteen
Thousand Eight Hundred and Twenty-One) equity shares of Rs. 10/- (RupeesTen Only) each.

Further, subsequent to the closure of financial year 2024-25, the Board
of Directors at its meeting held on 14.06.2025, allotted 76,01,550 (Seventy-Six Lakhs One
Thousand Five Hundred and Fifty) equity shares of Rs. 10/- (Rupees Ten Only) each as fully
paid- up bonus shares to the persons whose names appeared in the Register of Members

i

as on 31.05.2025 (Record Date), in the proportion of 550:1, i.e. 550
equity shares for every 1 equity share held by them.

i:

Consequent to the above, the existing issued, subscribed and paid-up
share capital of the Company stands increased to Rs. 7,61,53,710/- (Rupees Seven Crore
Sixty-One Lakhs Fifty-Three Thousand Seven Hundred and Ten Only) divided into 76,15,371
(Seventy-Six Lakhs Fifteen Thousand Three Hundred and Seventy-One Only) equity shares of
Rs. 10/- (Rupees Ten Only) each.

VI. Disclosure relating to amounts if any which is proposed to carry to
any reserves:

No amount has been transferred to General Reserve from Profit &
Loss Account of the Company for financial year ended 31.03.2025.

Vli. Disclosure of change in nature of business:

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

Vil!. Disclosures with regard to Meetings of the Board:

a) Number of Board Meetings held:

During the year under review, the Board of Directors of the Company had
met at regular intervals to review the performance, deliberate and decide on various
business matters. During the year the Board met 7 (seven) times details of which are
mentioned hereunder:


  

    
SI. No.
    
Number of Board Meetings
    
Date of Board Meeting
    
Number of directors as on the date of
    meeting
    
Number of directors attended the meeting
  
  

    
1.
    
"01st of 2024-25"
    
15-04-2024
    
4
    
3
  
  

    
2.
    
"02nd of 2024-25"
    
17-06-2024
    
4
    
2
  
  

    
3.
    
"03rd of 2024-2.5"
    
10-08-2024
    
4
    
2
  
  

    
4.
    
"04th of 2024-25"
    
18-09-2024
    
4
    
2
  
  

    
5.
    
"05th of 2024-25"
    
14-01-2025
    
3
    
2
  
  

    
_6-
    
"06th of 2024-25"
    
24-03-2025
    
2
    
2
  
  

    
7.
    
"07th of 2024-25"
    
29-03-2025
    
2
    
2
  


 

Attendance of Directors at the meeting of Board of Directors:


  

    
SI. No. Name of the Director
    
Number of meetings entitled to attend
    
Number of meetings attended
  
  

    
1. Mr. Appuorv Kumar Sinha Chairman and Managing Director
    DIN:07918398
    
7
    
7
  
  

    
2. Mrs. Swati Sinha Whole-time Director DIN:09394596
    
7
    
7
  
  

    
3. Mr. Rohit Nareridra Jhamb Additional Director DIN:03366087
    
4
    
0
  
  

    
4. Mrs. Aprajita Singh Nominee Director DIN:09047784
    
5
    
1
  


 

b) Number of Committee Meetings held:

During the year under review, no committee was required to be
constituted under the provisions of the Companies Act, 2013. Accordingly, the

constituted any €0021x111160, and no committee meetings were held
during the year. \

iX. Details of loan, guarantee, investment or security is given by the
Company as per Section 186:

During the year under review, the Company has made an investment in
Equity Shares of M/s Exato Infotech Private Limited, a wholly-owned subsidiary by way of
subscribing its 3,00,000 (Three Lakhs) equity shares of Rs. 10/- (Rupees Ten Only)
aggregating to Rs. 30,00,000/- (Rupees Thirty Lakhs Only) upon its incorporation.

The Company has not given any loan or provided any guarantee falling
within the purview of Section 136 of the Companies Act, 2013 during the year under review.

X. Disclosures relating to deposits covered under Chapter V of
Companies Act, 2013:

The Company has neither accepted nor renewed any deposits during the
year under review.

XI. Particulars of contracts or arrangements with related parties:

Details of material transactions with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013 is enclosed herewith in Form
AOC-2 as Annexure-B.

Xli. Explanation to qualification, reservation or adverse remarks made
by the statutory auditors in their report:

Auditor's remarks are self-explanatory and require no more
clarifications.

X!IL Details of material changes and commitment occurred during the
period between the end of FY and the date of report, affecting financial position of
Company:

No material changes and commitments affecting the financial position of
the Company have occurred after 31st March, 2025 to the date of this Report.

XIV. Disclosures under Rule 8(3) of Companies Accounts Rule, 2014:

A. Details regarding energy conservation as per Rule 8(3)(A):


  

    
The steps taken or impact on conservation of energy.
    
The Company has been taking all possible measures to conserve
    energy
  
  

    
The steps taken by the Company for utilizing alternate
    sources of energy.
    
by supporting existing energy consuming machinery and
    refurbishing them.
  
  

    
Capital investment on energy conservation equipment.
    
Nil
  


 

B. Details regarding technology absorption as per Rule 8(3)(B):

The Company is regularly improving its services with the help of new
means of technology. Your Company is committed to provide the best services to its
customers with the help of latest technology, which is reasonable according to the size of
the Company. No expenditure has been incurred for research & development or purchase
of technology.

C. Details reaarding foreign exchange earnings and outgo as per Rule
8(3)(C):

The Foreign Exchange earnings and outgo during the financial period
ended 31st March, 2025 is as follows:


  

    
Particulars
    
31st March, 2025
  
  

    
Foreign Exchange Earnings
    
29,51,01,169/-
  
  

    
Foreign Exchange Outgo/ Expenditure
    
47,96,06,478/-
  


 

XV. Details of Companies which have become/ceased to be subsidiaries,
joint ventures or associates:

A new wholly-owned subsidiary of the Company in the name and style of
'Exato Infotech Private Limited' having CIN: U61900UP2024PTC206509 and its registered
office at A-33, Sector 2, Gautam Buddha Nagar, Noida, Uttar Pradesh - 201301 was
incorporated on 19.07.2024.

The new wholly-owned subsidiary is engaged in the business of
designing, development, customisation, implementation of technology and system for Cloud
communications through Internet-based voice and data communications with cloud based VoIP
service.

No company has become or ceased to be a joint venture or associate of
the Company during the year under review.

XVI. The details about the policy developed and implemented by the
Company on corporate social responsibility initiatives taken during the year:

The Company has complied with the provisions of Section 135 of the
Companies Act, 2013. Annual Report on CSR Activities for the F.Y. 2024-25 is enclosed
herewith and marked as Annexure - C.

XVII. Disclosure of statement on development and implementation of risk
management policy:

During the year under review, the Company did not have a Risk
Management Policy in place. However, the Company ensured that appropriate procedures and
internal controls were followed to identify and monitor business risks as part of its
overall operational and strategic management. The Board and senior management remained
vigilant and responsive to potential risks impacting the Company's performance and
continuity.

XVIII. Details of Directors or Key Managerial Personnel who were
appointed or have resigned during year:

During the year under review, there were no appointments or
resignations of Directors or Key Managerial Personnel. However, the following Directors
ceased to be associated with the Company for reasons other than resignation:


  

    
SI. No. Name
    
Designation
    
Date of cessation
    
Reason for cessation
  
  

    
1. Mr. Rohit Narendra Jhamb (DIM: 03366087)
    
Additional Director
    
30-09-2024
    
Non-regularization of his appointment at Annual General
    Meeting
  
  

    
2. Mrs. Aprajita Singh (DIN: 09047784)
    
Nominee Director
    
31-01-2025
    
Withdrawal of nomination by M/s Ecocare Infratech Solutions
    Private Limited, an investor Company
  


 

Further, subsequent to the close of the financial year and up to the
date of this report, the following changes have taken place in the composition of the
Board and Key

Managerial Personnel:


  

    
SI. No. Name
    
Designation
    
Date of change
    
Nature of change
  
  

    
1. Mrs. Geeta Jain
    
Com pany Secretary
    
05-05-2025
    
Appointment
  
  

    
2. Mr. Abhijeet Sinha (DIN:11100685)
    
Director (Non- Executive)
    
04-06-2025
    
Appointment
  
  

    
3. Mr. Appuorv Kumar Sinha (DIN:07918398)
    
Chairman and Managing Director
    
18-06-2025
    
Change is designation
  
  

    
4. Mrs. Swati Sinha (DIN:09394596)
    
Whole-time Director
    
18-06-2025
    
Change in designation
  
  

    
5. Dr. OmkarRai (DIN:01364223)
    
Independent Director
    
18-06-2025
    
Appointment
  
  

    
6. Mr. Vijay Kumar Tyagi (DIN:10103631)
    
Independent Director
    
18-06-2025
    
Appointment
  


 

Mr. Abhijeet Sinha (DIN: 11100685), Director (Non-Executive) of the
Company is retiring at the ensuing Annual General Meeting and being eligible has offered
himself for re-appointment. Accordingly, Board of Directors recommends said reappointment
to the shareholders for consideration at the ensuing Annual General Meeting.

XIX. Details of significant and material orders passed by regulators or
courts or tribunals impacting the going concern status and company's operations in future:

No orders were passed by the regulators or courts or tribunals
impacting the going concern status and company's operations during the year.

XX. The details in respect of acequacy of internal financial controls
with reference to the Financial Statements:

The Board of Directors of the Company has duly discnarged its
responsibility for establishing and maintaining internal financial controls, considering
the essential components of internal control as stated in the Guidance Note on Audit nf
Ipte/jn*-p.

Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.

Accordingly, the Board has ensured the design, implementation, and
maintenance of adequate internal financial controls that operated effectively during the
year under review. These controls were designed to facilitate the orderly and efficient
conduct of the Company's business, safeguard its assets, prevent and detect frauds and
errors, ensure the accuracy and completeness of accounting records, and enable the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

XXi. A statement that the Company has complied with provision relating
to the constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal Act), 2013:

The Company is committed for providing and promoting a safe and healthy
work environment for all its employees. The Company has extreme intolerance towards
anti-social behavior at the workplace and has adopted a 'Prevention of Sexual Harassment'
Policy (POSH) that is in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there
under for prevention and redressal of complaints of sexual harassment at workplace.

The Company has duly constituted the Internal Complaints Committee in
accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the Financial Year 2024-25:

(i) Number of Sexual Harassment Complaints received - 0 (Zero)

(ii) Number of Sexual Harassment Complaints disposed off - 0 (Zero)

(iii) Number of Sexual Harassment Complaints pending beyond - 0 (Zero)

90 days

XXII. Statement that the Company has complied with Maternity Benefit
Act:

The Company has complied with the provisions of the Maternity Benefit
Act, 1961 with appropriate benefits and facilities as mandated under the Act have been
extended to all eligible women employees. The Company remains committed to fostering a
supportive and inclusive workplace, in line with applicable statutory requirements.

XXIII. Number of employees as on the closure of financial year:


  

    
(i) Male
    
95 (Ninety-Five)
  
  

    
(ii) Female
    
23 (Twenty-Three)
  
  

    
(iii) Transgender
    
0 (Zero)
  
  

    
TOTAL
    
118 (One Flundred and Eighteen)
  


 

XXIV. Statutory Auditors of the Company:

The Company at its "01st of 2025-26"
Extra-Ordinary General Meeting held on 04.06.2025 had appointed M/s Arora Prem &
Associates, Chartered Accountants (FRN: 006426N), as Statutory Auditors of the Company for
the F.Y. 2024-25.

This appointment was made to fill the casual vacancy caused by the
resignation of the previous Statutory Auditor, M/s DPAK & Associates, Chartered
Accountants (FRN: 019015C).

M/s Arora Prem & Associates is retiring at the ensuing Annual
General Meeting and, being eligible, have offered themselves for re-appointment.

XXV. A disclosure, as to maintenance of cost records as specified by
the Central Government under sub section (1) of section 148 of the Companies Act, 2013, is
required by the Company and accordingly such accounts and records are made and maintained:

The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

XXVi. Secretarial Standards:

During the year under review, the Company has duly complied the
Secretarial Standard on the Meetings of Board of Directors (SS-1) and Secretarial Standard
on General Meeting (SS-2) in pursuance to the provisions of Section 118 (10) of the
Companies Act, 2013.

XXVI!. The details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year:

The Company has neither made any application under Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year under review nor any proceeding under
the said Code is pending against the Company.

XXVII!. The details of difference between amount of the valuation done
at the time of onetime settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof:

There has been no one-time settlement in the Company during the year
under review.

 

XXIX. Statements to the effect that the consolidated Financial
Statement is also being presented in addition to the standalone Financial Statement of the
Company:

In accordance with the provisions of the Companies Act, 2013 and the
applicable Accounting Standards, the Consolidated Financial Statements of the Company have
been prepared and presented in addition to the Standalone Financial Statements.

The following are the wholly-owned subsidiaries of the Company whose
financial statements have been consolidated with the Company's accounts for the financial

year ended 31st March, 2025:

1. Exato.ai Inc., United States

2. Exato.ai Pte. Ltd., Singapore

3. Exato Infotech Private Limited, India

XXX. State the details in respect of frauds reported by auditors under
sub-section (12) of section 143 other than those which are reportable to the Central
Government:

During the year under review, no fraud has been reported by the
auditors of the

Company under sub-section (12) of Section 143 of the Companies Act,
2013, other than those which are reportable to the Central Government.

XXXI. Disclosure of statement on declaration given by Independent
Directors under section 149(6):

During the year under teview, the provisions relating to the
appointment were not applicable to the Company. Accordingly, the Company was not required
to appoint Independent Directors, and therefore no declarations under Section 149(6) were
obtained.

XXXII. Statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the proficiency) of the independent
directors appointed during the year:

During the year under review, the provisions relating to the
appointment of Independent Directors were not applicable to the Company. Accordingly, no
Independent Director was appointed during the year, and hence, no opinion of the Board was
required to be formed with respect to their integrity, expertise, experience, or
proficiency.

XXXIII. Disclosure for Companies covered under section 178(1) on
Directors appointment and remuneration including other matters provided under section
178(3):

During the year under review, the provisions of Section 178(1) of the
Companies Act, 2013 relating to the constitution of the Nomination and Remuneration
Committee were not applicable to the Company. Accordingly, the Company was not required to
constitute such a Committee, and the matters relating to directors' appointment and
remuneration as stated under Section 178(3) were dealt with by the Board of Directors.

XXXIV. A statement indicating the manner in which formal annual
evaluation has been made by the Board of its own performance and that of its committees
and individual directors:

During the year under review, the requirement relating to formal annual
evaluation by the Board of its own performance, that of its Committees, and of individual
Directors, as specified under the Companies Act, 2013, was not applicable to the Company.
Accordingly, no formal evaluation was conducted during the year.

XXXV. Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies
Act 2013, directors confirm that:

a) in the preparation of the annual accounts for the financial year
ended 31il March, 2025, the applicable accounting standards had been followed
along with proper explanation relating to material depar?0?&0 TECHNOLOGIE!^LIM,

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 31st
March, 2025 and Statement of 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;

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.

Acknowledgment

The Directors express their sincere appreciation to the valued members,
bankers, auditors, clients and employees for their support.

The Directors express gratitude towards the Government of India,
various State

Governments particularly, State Government of Delhi and all concerned
government departments/agencies for their co-operation.

The Directors appreciate the valuable contributions made by every
member of Exato Technologies Limited Family.