Directors Report of Exato Technologies Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 07^th (Seventh) Board''s Report on the
business and operations of the company together with the Audited Financial
Statements for the financial year ended 31^st March, 2024.

I. Financial Highlights:

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

(Amount in Lacs)

Standalone Consolidated

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operation	11,390.73	7,276.27	11,390.73	7,276.27
Other Income	100.05	36.84	100.05	36.84
Total Revenue	11,490.78	7,313.11	11,490.78	7,313.11
Less: Expenses	10,630.59	6,793.78	10,712.09	6,809.85
Profit/(Loss) before Extraordinary Items and Taxes	860.20	519.33	778.69	503.26
Less: Extraordinary Items	-
Profit/(Loss) before tax	860.20	519.33	778.69	503.26
Tax Expenses
Current Tax	254.46	88.22	231.79	85.54
MAT Credit Entitlement	”	88.22		85.54
Deferred tax	10.15	0.62	10.15	0.62
Profit/Loss for the year	615.88	519.95	557.05	503.89

II. State of Company''s Affairs

The Company is engaged in Information Technology business. Its expertise spans
CCaaS solutions, comprehensive WFM solutions, and state-of-the-art Conversational
Al. The Company is maintaining its website, exato.ai which provides details of all the
service and solutions provided by the Company.

For the F.Y. 2023-24, the Company''s turnover marked a considerable increase of
56.55%. Further, during the year under review the Company earned an after-tax profit
of Rs. 615.88 Lacs in comparison of Rs. 519.95 Lacs during the previous year thereby
registering a growth of 18.44%. Also, return on Capital Employed has increased from
28.50% in the F.Y. 2022-23 to 50.45% in the F.Y. 2023-24.

III. Operations and Business Performance of Subsidiary Company:

The Company has expanded its geographical presence worldwide by establishing two
wholly owned subsidiaries outside India, in the name and style of Exato.ai.inc in
United States and Exato.ai Pte. Ltd. in Singapore. There has been no change in the
nature of business of the Subsidiary Company during the year under review.
Performance of the wholly-owned subsidiary companies are as under:

(Amount in Lacs)

Name of the Subsidiary	Exato.ai Inc.	Exato.ai Pte. Ltd.
Particulars	Year ended	Year ended
	31st March, 2024	31st March, 2024
Revenue from operation	-	-
Other Income	-	-
Total Revenue	-	-
Less: Expenses	(79.04)	(2.84)
Less: Corporate Tax Expenses	(0.41)	-
Profit/(Loss) for the year	(79.46)	(2.84)

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 Company in Form
AOC-1 is enclosed with the Financial Statements.

IV. Web link of Annual Return:

The Company is maintaining website exato.ai and annual return of the Company shall
be uploaded on such website. Web link for the same is as below:
https://exato.ai/financial reporting/

V. Capital Structure:

During the year under review, the Company has converted its 562 (Five Hundred and
Sixty-Two) 1% Optionally Convertible Non-Cumulative Redeemable Preference Shares
of Face Value Rs. 10/- (Rupees Ten Only) issued at premium of Rs. 6,875/- (Rupees Six
Thousand Eight Hundred and Seventy-Five) aggregating to Rs. 38,69,370/- (Rupees
Thirty-Eight Lakhs Sixty-Nine Thousand Three Hundred and Seventy Only) into 148
Equity Shares of Face Value Rs. 10/- (Rupees Ten Only) each at a premium of Rs.
26,134.39/- (Rupees Twenty-Six Thousand One Hundred Thirty-Four and Thirty-Nine
Paise Only) aggregating to Rs. 38,69,370/- (Rupees Thirty-Eight Lakhs Sixty-Nine
Thousand Three Hundred and Seventy Only).

The issued and subscribed equity share capital of the Company has increased from
1,26,110/- (Rupees One Lakh Twenty-Six Thousand One Hundred and Ten Only)
divided into 12,611 (Twelve Thousand Six Hundred and Eleven) Equity Shares of Face
Value Rs. 10/- (Rupees Ten Only) to 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 Face Value Rs. 10/- (Rupees Ten Only).

Further, as a consequence of the aforesaid conversion, the issued and subscribed
Preference Share Capital of the Company has reduced to nil.

VI. Amount Transferred to Reserves:

No amount has been transferred to General Reserve from Profit & Loss Account of
the Company for financial year ended 31.03.2024.

VII. Dividend:

The Board of Directors has not recommended any dividend for the year ended 31^st
March, 2024 and has made a decision to retain the earnings within the Company. This
strategic move is aimed at strengthening the financial position of the Company and
moving towards sustainable growth and expansion to seize new opportunities in the
dynamic market environment.

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

IX. Number of Board Meetings:

The Board had met at regular intervals to review the performance and to deliberate
and decide on various business matters. The Board met 7 (Seven) times during the
year 2023-24. Details of which has been given herein below:

SI. No.	Number of Board Meetings	Date
1.	01st of 2023-24	26/04/2023
2.	02nd of 2023-24	21/08/2023
3.	03rd of 2023-24	20/09/2023
4.	04th of 2023-24	02/11/2023
5.	05th of 2023-24	06/01/2024
6.	06th of 2023-24	12/02/2024
7.	07th of 2023-24	07/03/2024

X. Particulars of Loans, Guarantees and Investments under Section 186:

The Company did not provide any loan, guarantee or made any investment under
Section 186 of the Companies Act, 2013.

However, during the F.Y. 2023-24, the Company has made commitment for
investment of Rs. 15,84,792/- (Rupees Fifteen Lakhs Eighty-four Thousand Seven
Hundred and Ninety-two only) in securities of its wholly-owned foreign Subsidiaries.

XI. Deposits:

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

However, during the year under review, the Company has received loan of Rs.
3,01,00,000/- (Rupees Three Crores and One Lakh Only) at the rate of interest 9% p.a.
from Mr. Rohit Narendra Jhamb (DIN: 03366087), Additional Director of the
Company.

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-A.

XIII. 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.

XIV. Material changes and commitments affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the
Company have occurred after 31^st March, 2024 to till date.

XV. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:

A. Conservation of energy-

The steps taken or impact on conservation of energy.	The Company has been taking all possible measures to conserve energy by supporting existing energy consuming machinery and refurbishing them.
The steps taken by the Company for utilizing alternate sources of energy.
Capital investment on energy conservation equipment.	Nil

B, Technology Absorption-

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. Foreign Exchange earnings and outgo-

The Foreign Exchange earnings and outgo during the financial period ended 31^st
March, 2024 is as follows:

Particulars	31st March, 2024.
Foreign Exchange Earnings	8,13,72,263.17/-
Foreign Exchange Outgo/ Expenditure	54,06,78,134.07/-

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

None of the Companies have become/ceased to be subsidiaries, joint ventures or
associates of the Company during the year under review.

However, 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, Noida, Gautam Buddha Nagar, Uttar Pradesh-
201301 has been 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.

XVII. Corporate Social Responsibility:

The Company has complied with the provisions of Section 135 of the Companies Act,
2013. Annual Report on CSR Activities for the F.Y. 2023-24 is enclosed herewith and
marked as Annexure-B.

XVIII. Statement indicating development and implementations of a risk management
policy:

The Company has not formulated any Risk Management Policy as the elements of risk
threatening the Company''s existence are very minimal.

XIX. Details of Directors and Key Managerial Personnel appointed/resigned during the
year:

During the year under review, Mr. Rohit Narendra Jhamb (DIN: 03366087) was
appointed as Additional Director (Non-Executive) of the Company w.e.f. 12/02/2024.
His tenure as Additional Director (Non-Executive) of the Company is expiring at the
ensuing Annual General Meeting of the Company to be held on 30.09.2024. The Board
of Directors of the Company expresses its sincere appreciation to Mr. Rohit Narendra
Jhamb''s contributions and dedicated services to the Company.

XX. Details of significant and material orders passed by the regulators or courts or
tribunal impacting the going concern status and Company''s operations:

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

XXI. Statement in respect of adequacy of internal financial control with reference to the
financial statements:

The company has adequate internal control system commensurate with size of the
company.

XXII. Disclosure under Sexual Harassment of Women at Workplace (Prevention,
prohibition & redressal Act), 2013:

No cases relating to sexual harassment of women at workplace were reported during
the year under review. The Company has constituted the Internal Complaint
Committee as required to be constituted under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal Act), 2013.

XXIII. Statutory Auditors:

M/s D P A K Associates, Chartered Accountants, Ghaziabad (FRN: 019051C) were re¬
appointed as Statutory Auditors of the Company at its 05^th (Fifth) Annual General
Meeting held on 30.09.2022 for the F.Y. 2022-23 to 2026-27.

XXIV. Disclosure in respect of maintenance of cost records:

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.

XXV. 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. 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 neither any proceeding under
the said Code is pending against the Company.

XXVII. Details of difference between amount of the valuation done at the time of one-time
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 duringthe year under review.

XXVIII. 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 31st March,
2024, 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 31^st March, 2024 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;

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 Private Limited Family.

For and on behalf of the Board of Directors

M/s Exato Technologies Private Limited

Exato Technologies Pvt. Ltd. Exato Technologies Pvt. Ltd.

(Appourv kumar Sinha) (Swati Sinha)
Director Director

DIN:07918398 DIN: 09394596

Date: 18.09.2024
Place: Delhi