Exato Technologies Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 09^th (Ninth) Boards Report of the Company together with the audited financial results for the financial year ended March 31, 2026.

1. Highlights of Financial Performance:

During the year under review and the previous year, the financial performance (Standalone and Consolidated) of your

Company is summarised as under:

(All amounts in Lacs except EPS)

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	16,658.10	12,336.65	16,799.58	12,422.55
Other Income	106.40	193.05	103.10	193.07
Total Income	16,764.50	12,529.70	16,902.68	12,615.62
Less: Total Expenses	14,493.18	11,235.57	14,629.93	11,278.55
Profit before Exceptional Items and Tax	2,271.32	1,294.13	2,272.75	1,337.07
Less: Exceptional Items	1.11	(21.86)	1.11	(21.86)
Profit before tax	2,270.21	1,315.99	2,271.64	1,358.93
Less: Tax Expenses	661.48	371.09	662.76	393.48
Profit for the year	1,608.73	944.90	1,608.88	965.45
Earnings per Share (Basic and Diluted)	19.10	13.43	19.10	13.72

During the financial year under review, the Company maintained its strong growth momentum and delivered an excellent financial performance. Revenuefrom Operations on a standalone basis increased from 123.37 crore in the previous financial year to 166.58 crore during the financial year under review, registering a robust growth of approximately 35.02%. On a consolidated basis, Revenue from Operations increased from 124.23 crore in the previous financial year to168.00 crore during the financial year under review, representing a growth of approximately 35.23%.

The Companys profitability witnessed significant improvement during the year. Standalone Profit after Tax increased from 9.45 crore in the previous financial year to 16.09 crore, representing an impressive growth of approximately 70.26%. On a consolidated basis, Profit after

Tax increased from 9.65 crore to 16.09 crore, registering a growth of approximately 66.74%. The improvement in profitability was driven by higher revenues, enhanced operational efficiencies, effective cost management, and continued focus on delivering high-value technology solutions.

The Companys earnings also reflected this strong performance, with the standalone Earnings per Share (Basic and Diluted) increasing from 13.43 to 19.10, while the consolidated Earnings per Share increased from 13.72 to 19.10.

The Company delivered a strong financial performance during the financial year under review, as evidenced by the improvement in its key financial ratios. The Current

Ratio improved from 1.76 times as at March 31, 2025 to 2.75 times as at March 31, 2026, reflecting a stronger liquidity position. The Debt-Equity Ratio reduced significantly from

0.74 times to 0.24 times, demonstrating a strengthened capital structure following the IPO and reduction in borrowings. The Debt Service Coverage Ratio improved from (0.66) times to 1.92 times, indicating enhanced debt servicing capacity. Operational efficiency also improved, with the Inventory Turnover Ratio increasing from 20.33 times to 32.88 times and the Trade Payables Turnover Ratio from 9.49 times to 12.37 times, reflectingefficient inventory and working capital management. Further, the Net Profit

Ratio improved from 8.00% to 10.00%, while the Return on Capital Employed (ROCE) increased from 20.00% to 22.00%, underscoring the Companys improved profitability and efficient utilization of capital. These improvements, together with the increase in Revenue from Operations and Profit after Tax during the year, demonstrate the

Companys strong operational performance, prudent financial management, and . sustained growthtrajectory The Board remains confident that the Companys strong technological capabilities, experienced leadership, strategic partnerships, customer-centric approach, and robust corporate governance framework position the Company well to capitalize on emerging opportunities in the rapidly evolving technology sector. The Company is well placed to sustain its growth momentum, strengthen its market position, and continue creating long-term value for its shareholders and other stakeholders.

2. State of Affairs and Future Outlook:

The Company is engaged in the Information Technology sector and operates as a Customer Transformation Partner, enabling organizations to transform the way they engage with and serve their customers through innovative technology solutions. The Companys offerings are centered around Customer Experience-as-a-Service (CXaaS) and AI-as-a-Service, helping enterprises enhance customer engagement, streamline operations, and achieve measurable business outcomes through intelligent, scalable, and cloud-enabled solutions.

The Companys core competencies encompass:

A. AI & CX as a Service

Exatos largest and most mature vertical brings together CXaaS, Conversational AI, Automation-as-a-Service, Workforce Management and AI-driven Analytics on one data layer, backed by over 15 years of enterprise CX experience across 9+ industries.

- CX as a Service (CXaaS): Migration to a cloud contact centre sized to peak demand, unifying every channel - voice, chat, email, WhatsApp - into a single agent workspace with one customer view, backed by 24/7 monitoring and support.

- Conversational AI: AI agents trained on validated CX interaction data (rather than generic scripts) using LLMs, generative AI and advanced NLP - reading intent, holding context across a conversation, and handing off to a human at the right moment, across multiple languages and channels.

- Automation as a Service: RPA consulting to identify and prioritise high-return processes across HR, finance and operations, validated through proof-of-concept before implementation, delivering a documented, defensible ROI.

- Workforce Management: AI-powered omnichannel forecasting, automated intraday staffing and a mobile app for agent shift-trading

- automating up to 80% of manual intraday workforce management while service levels hold and attrition falls.

- AI-Driven Analytics & Insights: 100% of voice and text interactions read for sentiment, intent, topics and compliance risk, turning contact-centre data into decisions that can be acted on the same week.

B. Unified Communications & AI Infrastructure

Recognising that mission-critical conversations

a trader confirming a position, a authorising a transfer, a clinician escalating care - must be available, resilient and provable, Exato delivers Unified Communications as critical business infrastructure rather than plain telephony. Delivered in partnership with Mitel - trusted by more than 70 million users across 100+ countries, spanning

OpenScape, Mitel CX and AI-enabled collaboration - Exato modernises voice, messaging, collaboration and mobility at a pace aligned to business reality, treating hybrid environments, phased migrations and regulatory requirements as design considerations rather than obstacles. The vertical is complemented by Fortinets Security Fabric, integrating networking, security operations, cloud protection and AI-driven threat intelligence, so that transformation strengthens resilience rather than adding risk.

This is combined with Exatos AI Infrastructure practice, delivered with technology partners including HPE, which gives enterprises a sovereign, on-premises foundation for AI with the economics of cloud - addressing the core enterprise dilemma of choosing between public-cloud flexibility and data sovereignty.

- Enterprise AI Infrastructure: Compute, network, storage and management software validated through a Right-Sizing and Well-Architected Review, paid for as used, with an optional FinOps dashboard.

- Enterprise ERP Refresh: Complete hardware and software refresh with technology partner HPE, delivered with cloud-like pricing on-premises and zero upfront hardware commitment.

- AI Data Centre Architecture: AI-driven CPU/ GPU sizing and integrated power, cooling, network and compute design, run and optimised through ExatoIQ.

- X-in-a-Box Solutions: Pre-integrated, on-premise capability units - including LLM-in-a-Box and Contact Centre-in-a-Box - deployed in weeks on a Zero CapEx, consumption-based model.

- AI-as-a-Service & Co-Sourced AI Pilots: A 3-in-a-Pod team of forward-deployed engineer, workflow architect and full-stack engineer embedded within the clients environment, delivering proof of value in weeks.

C. ExatoIQ

ExatoIQ is Exatos proprietary, in-house suite of AI-powered tools for contact-centre and CX optimisation - spanning intelligent connectors and system integrations, contact-centre optimisation tools, automated dialers and campaign solutions, and real-time monitoring and performance intelligence. As the Companys core IP asset, ExatoIQ also runs and optimises the AI Infrastructure estate post-deployment, and underpins the unified AI architecture the Company is scaling across verticals to support treasury desk faster deployment, shared intelligence and enterprise governance.

D. Cloud ERP

Delivered in partnership with Acumatica, Exatos cloud-native ERP practice unifies finance, supply chain, manufacturing, project accounting, customer management and field operations on a single platform designed to scale with the business rather than force it into rigid workflows. Exato approaches ERP as a business-transformation programme rather than a software rollout - beginning with operational diagnosis and process design, then integrating its Acumatica with CRM, CX, business intelligence, communications and AI-driven workflows so that information moves seamlessly across the enterprise instead of remaining trapped in silos.

The companys client relationships span BFSI (fraud prevention, hyper-personalised cross-sell, compliance analytics), Healthcare (AI-powered patient engagement, predictive outcomes, automated billing), Telecom (churn prediction, workforce optimisation, omnichannel CX), Manufacturing (supply chain optimisation, predictive SKU analytics), Retail (demand forecasting, loyalty analytics) and IT/ITeS & BPO/KPO (contact-centre modernisation, sentiment analysis).

Exato has built strategic technology partnerships with global majors including NICE, Microsoft, Cisco, Palo Alto Networks, Fortinet, Mitel, Acumatica, HPE, Cognigy, Anthropic, ServiceNow, Yellow.ai, AmplifAI and Tata Communications - and holds NICE Platinum Partner status across South Asia, the

Middle East and APAC for the fifth consecutive year, a recognition unique to the region. Delivery is anchored by a connected global engineering model spanning India (global headquarters and engineering centre, Noida), the United States, Singapore and Australia - one engineering company rather than a collection of regional offices.

Leveraging Artificial Intelligence (AI), automation, analytics, and cloud technologies, the Company develops integrated solutions that enable organizationsefficientlymanage customer interactions across voice, chat, email, social media, and other digital channels. These solutions are designed to improve customer experience, optimize operational response time, and support digital efficiency, transformation initiatives across diverse industries.

The Companys solutions are further strengthened by its dedicated in-house data science team, which enables the seamless integration of AI, automation, and customer experience technologies. This capability accelerates implementation timelines while delivering measurable business value to customers.

The Company is the only Platinum Partner of NICE in South Asia and the Middle East since 2021. It has also been recognised by NICE as "Partner of the Year" for

2022 AND 2025 reflecting its technological expertise, execution capabilities, and commitment to delivering best-in-class customer experience solutions.

Further reinforcing its leadership position, the Company was recognised by NICE Ltd., a NASDAQ-listed global leader in customer service automation, as a Platinum Partner under the NICE 360 SUCCEED

Global Program for 2026 (based on performance during the calendar year 2025) for the APAC region. This represents the highest tier of partnership under the program and marks the Companys fifth consecutive year of receiving Platinum Partner recognition, excellence, deep technical reaffirming expertise, and strong strategic engagement within the global NICE partner ecosystem. Additionally, there are several accolades and awards including APAC WEM partner of the year, Top Portfolio Reseller Award, APAC enterprise new logo wins, APAC

Customer Success championreaffirmingExatos leadership position across APAC region.

The Company maintains its official website www. exato.ai which provides comprehensive information regarding its products, services, technology offerings, and industry-specific solutions.

During the financial year under review, the Company continued to strengthen its technological capabilities, enhance its service offerings, invest in innovation, and expand its customer base across domestic and international markets. In line with its long-term growth strategy, the Company actively explored business development opportunities in the United Kingdom, United States of America and Australia, with a focus on establishing strategic alliances, forging partnerships, and delivering customized technology solutions tailored to the evolving needs of these markets.

Looking ahead, the Company remains committed to:

- Strengthening its leadership in Customer

Experience (CX), Artificial Intelligence (AI), AI

Infrastructure and automation-driven solutions.

- Driving continuous innovation through research and development and advanced technologies.

- Expanding its geographical footprint across domestic and international markets through strategic collaborations and partnerships.

- Delivering superior customer value through operational excellence, technology-driven transformation, and customer-centric solutions.

- Creating sustainable long-term value for its shareholders and other stakeholders through responsible growth, sound corporate governance, and prudent financial management.

3. Highlights of performance of Subsidiaries, Associates and Joint Ventures Companies and their contribution to the overall performance of the Company:

The Company does not have any associate or Joint Venture Company. As on March 31, 2026, the Company had four wholly-owned subsidiary companies.

During the financial year under review, the Company expanded its international presence through incorporation of its wholly-owned subsidiary, Exato Technologies Pty Ltd, in Australia in March, 2026. The subsidiary has been incorporated to undertake business activities aligned with the principal objects of the Company and to support its long-term strategy of expanding its presence in international markets, particularly in the Asia-Pacific region

The Board believes that the establishment of the subsidiary will strengthen the Companys global presence, facilitate business development opportunities, and support the expansion of its technology solutions in overseas markets. The Board reviews the affairs of the Companys subsidiaries at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013 ("Act"), the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report.

The financial highlights of the subsidiaries are as under:

(All amounts in Lacs)

Particulars	Exato.ai Inc.	Exato.ai Pte. Ltd.	Exato Infotech Private Limited	Exato Technologies Pty Ltd
Country of Incorporation	United States of America	Singapore	India	Australia

 

Shareholding Year ended				100% March 31,
	2026	2025	2026	2025	2026	2025	2026
Total Income	45.30	0.45	140.76	85.47	0.09	0.02	0.00
Total Expenses	35.09	2.45	139.79	29.80	6.47	2.56	1.44	CORPORATE
Tax expense	1.49	0.00	0.01	4.58	(0.22)	(0.28)	0.00
Profit/(Loss) after tax	8.72	(2.00)	0.96	51.90	(6.16)	(2.26)	(1.44)

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial of the Companys Subsidiary Companies is given in prescribed Form No. AOC-1 which forms part of the Annual Report.

During the financial

Companys wholly-owned subsidiary companies was classified as a material subsidiary in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations").

Further, the Company, being listed on the SME Platform of BSE Limited, was exempt from the applicability of Regulation 24 of the LODR Regulations relating to corporate governance requirements for subsidiary companies. The Annual Report of the Company and Audited Financial Statements of each of the subsidiary companies have been placed on the website of the Company www.exato.ai.

4. Annual Return:

The Annual Return of the Company as on March 31, 2026 shall be available on the Companys website and can be accessed at https://www.exato.ai/investor.html

5. Capital Structure:

During the year under review, in line with its growth strategy, the Company pursued its plans for listing its Equity Shares on the SME Platform of BSE Limited and in connection therewith, undertooksignificantchanges in its capital structure In order to facilitate the public issue of Equity Shares and meet the capital requirements for listing, the Company increased its Authorized Equity Share Capital from 10,00,000/- (Rupees Ten Lakh Only) divided into 1,00,000 (One Lakh) Equity Shares of 10/- (Rupees Ten Only) each to 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of 10/- (Rupees Ten Only) each.

Further, during the financial year under review, the

Company increased capital through the following modes:

The Board of Directors at its meeting held on June 14, 2025, allotted 76,01,550 (Seventy-Six Lakh One Thousand Five Hundred and Fifty) Equity Shares of 10/- (Rupees Ten Only) each as fully paid-up bonus shares to the members whose names appeared in the Register of Members as on May 31, 2025 (Record Date), in the proportion of 550:1, i.e. 550 (Five Hundred and Fifty) Equity Shares for every 1 (One) Equity Share held by them. The particulars of the Bonus Issue are as follows:

i	Date of allotment	June 14, 2025
ii	Face Value	10/-
iii	Number of shares allotted	76,01,550
iv	Total Nominal Value	7,60,15,500

B. Private Placement:

During the year under review, the Company issued, offered and allotted 1,75,000 (One Lakh Seventy-Five Thousand) Equity Shares of 10/- (Rupees Ten Only) each at an issue price of 140/- (Rupees One Hundred and Forty Only) each Equity Share, comprising a Face Value of 10/- (Rupees Ten Only) and a securities premium of 130/- (Rupees One Hundred and Thirty Only) each Equity Share, aggregating to 2,45,00,000/- (Rupees Two Crore Forty-Five Lakh Only) by way of Private Placement. The particulars of the Private Placement are as follows:

i Date of allotment	November 12, 2025
ii Face Value	10/-
iii Securities Premium	130/-
iv Issue Price	140/-
v Number of shares allotted	1,75,000
vi Total Amount	2,45,00,000/-

C. Initial Public Offer:

During the financial successfully completed its Initial Public Offering ("IPO") and allotted 22,75,000 (Twenty-Two Lakh Seventy-Five Thousand) Equity Shares of 10/- (Rupees Ten Only) each at an issue price of 140/- (Rupees One Hundred and Forty Only) per Equity Share, comprising a face value of 10/- (Rupees Ten Only) and securities premium of 130/- (Rupees One Hundred and Thirty Only) per Equity Share, aggregating to 31,85,00,000/- (Rupees Thirty-One Crore Eighty-Five Lakh Only).

The key particulars of the IPO are as follows:

i Date of allotment	December 3, 2025
ii Face Value	. 10/-
iii Securities Premium	130/-
iv Issue Price	140/-
v Number of shares allotted	22,75,000
vi Total Amount	31,85,00,000/-

The Equity Shares issued pursuant to the IPO were listed and admitted to trading on the SME Platform of BSE Limited with effect from December 05, 2025. Consequent to the aforesaid allotments, the issued, subscribed and paid-up Equity Share Capital of the Company increased from 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 10/- (Rupees Ten Only) each to 10,06,53,710/- (Rupees Ten Crore Six Lakh Fifty-Three Thousand Seven Hundred and Ten Only) divided into 1,00,65,371 (One Crore Sixty-Five Thousand Three Hundred and Seventy-One) Equity Shares of 10/- (Rupees Ten Only) each.

Accordingly, as on March 31, 2026, the Capital Structure of the Company was as under:

	Authorized Share Capital		Issued Share Capital		Subscribed Share Capital		Paid-up Share Capital
Type of Shares	Number of Shares	Total Nominal Value (In .)	Number of Shares	Total Nominal Value (In )	Number of Shares	Total Nominal Value (In )	Number of Shares	Total Nominal Value (In )
Equity (Face Value - 10/-)	1,50,00,000	15,00,00,000/-	1,00,65,371	10,06,53,710/-	1,00,65,371	10,06,53,710/-	1,00,65,371	10,06,53,710/-
Preference (Face Value - 10/-)	1,00,000	10,00,000/-	-	-	-	-	-	-
Total	1,51,00,000	15,10,00,000/-	1,00,65,371	10,06,53,710/-	1,00,65,371	10,06,53,710/-	1,00,65,371	10,06,53,710/-

During the financial year under review, the Company has not issued any equity shares with differential rights as to dividend, voting or otherwise. The Company has also not issued any sweat equity shares or granted any stock options under any employee stock option scheme during the year.

6. Transfer to Reserves:

No amount has been transferred to General Reserve from the profits of the Company for financial year ended March 31,

7. Change in nature of business:

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

8. Dividend:

In view of the Companys ongoing and proposed expansion plans, the Board of Directors considered it prudent not to declare any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

9. Board Meetings: a) Number of Board Meetings held during the year under review:

During the year under review, the Board of Directors of the Company met 12 (Twelve) times at regular intervals to review the performance of the Company and deliberate and decide on various matters. The details of the meetings are set out hereunder:

S. No.	Meeting Number	Date of Board Meeting	Board Strength	Number of directors present
1.	01st of 2025-26	May 31, 2025	2	2
2.	02nd of 2025-26	June 14, 2025	3	3
3.	03rd of 2025-26	August 21, 2025	5	5
4.	04th of 2025-26	September 5, 2025	5	5
5.	05th of 2025-26	September 27,2025	5	5
6.	06th of 2025-26	November 5, 2025	5	5
7.	07th of 2025-26	November 12, 2025	5	5
8.	08th of 2025-26	November 21, 2025	5	5
9.	09th of 2025-26	November 27, 2025	5	5
10.	10th of 2025-26	December 3, 2025	5	5
11.	11th of 2025-26	December 3, 2025	5	5
12.	12th of 2025-26	February 13, 2026	5	5

Attendance of Directors at the meeting of Board of Directors:

S. No. Name of the Director	Number of meetings entitled to attend	Number of meetings attended
Mr. Appuorv K Sinha
1. Chairman & Managing Director	12	12
DIN: 07918398
Ms. Swati Sinha
2. Whole-time Director	12	12
DIN: 09394596
Mr. Abhijeet Sinha
3. Non-Executive Non-Independent Director	11	11
DIN: 11100685
Dr. Omkar Rai
4. Non-Executive Independent Director	10	10
DIN: 01364223
Mr. Vijay Kumar Tyagi
5. Non-Executive Independent Director	10	10
DIN: 10103631

10. Board Committees: A. Audit Committee:

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Although the provisions of Regulation 18 of the LODR Regulations relating to the constitution of Audit Committee are not applicable to the Company by virtue of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and functioning with the principles of the said Regulation as a measure of good corporate governance and in keeping with its commitment to maintaining high standards of transparency, accountability and effective oversight.

The Committee assists the Board in discharging its oversight responsibilities with respect to the integrity of the Companys financial statements, adequacy of internal financial controls, risk management framework, statutory and internal audit functions, compliance with applicable legal and regulatory requirements, and related party transactions.

-Composition: The composition of the Audit Committee as on March 31, 2026 is as follows:

S. No. Name of Member	DIN	Designation in Committee	Nature of Directorship
1. Mr. Vijay Kumar Tyagi	10103631	Chairperson	Non-Executive Independent Director
2. Dr. Omkar Rai	01364223	Member	Non-Executive Independent Director
3. Mr. Appuorv K Sinha	07918398	Member	Chairman & Managing Director

During the year under review, the Audit Committee was not reconstituted at any time.

-Meetings: Further, during the financial year ended March 31, 2026, the Audit Committee met 5 (Five) times. The details of the meetings are as under:

S. No.	Meeting No.	Date of Meeting	Strength	members present
1.	01st of 2025-26	September 5, 2025	3	3
2.	02nd of 2025-26	September 27,2025	3	3
3.	03rd of 2025-26	November 5,2025	3	3
4.	04th of 2025-26	November 12,2025	3	3
5.	05th of 2025-26	February 13, 2026	3	3

-Recommendations of Audit Committee: All the recommendations made by the Audit Committee during the financial year under review were duly considered by the Board of Directors. The Company Secretary acts as the

Secretary to the Audit Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board is constituted in accordance with the provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Committee performs its functions in accordance with the applicable provisions of the Companies Act, 2013, including Section 178 and, where applicable, the provisions of Schedule V thereto. Although the provisions of Regulation 19 of the LODR Regulations relating to the constitution of a Nomination and Remuneration Committee are not applicable to the Company by virtue of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and functioning with the principles of the said Regulation as a measure of good corporate governance and in keeping with its commitment to maintaining high standards of transparency, accountability and effective oversight.

The Committee assists the Board in matters relating to the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, succession planning, evaluation of the performance of the Board and individual Directors, and formulationofcriteriafordeterminingqualifications,positive attributes and independence of Directors.

-Composition: The composition of the Nomination and Remuneration Committee as on March 31, 2026 is as follows:

S. No.	Meeting No.	Date of Meeting	Committee Strength	Number of members present
1.	01st of 2025-26	February 13, 2026	3	3

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Although the provisions of Regulation 20 of the LODR Regulations relating to the constitution of a Stakeholders Relationship Committee are not applicable to the Company by virtue of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and functioning with the principles of the said Regulation as a measure of good corporate governance and in keeping with its commitment to maintaining high standards of transparency, accountability and effective oversight.

The Committee oversees and monitors investor-related services and ensures the timely redressal of grievances of shareholders of the Company. Since the entire shareholding of the Company is held in dematerialised form, matters relating to issue of duplicate share certificates, dematerialisation of shares are not applicable to the Company. Matters relating to transfer and transmission of securities are dealt with through the depository system as applicable.

During the year under review, the Nomination and Remuneration Committee was not reconstituted at any time.

-Meetings: Further, during the financial year ended March 31, 2026, the Nomination and Remuneration Committee met once. The details of the meeting are as under:

S. No.	Name of Member	DIN	Designation in Committee	Nature of Directorship
1.	Dr. Omkar Rai	01364223	Chairperson	Non-Executive Independent Director
2.	Mr. Vijay Kumar Tyagi	10103631	Member	Non-Executive Independent Director
3.	Mr. Abhijeet Sinha	11100685	Member	Non-Executive Non- Independent Director

-Composition: The composition of the Stakeholders Relationship Committee as on March 31, 2026 is as follows:

S. No.	Name of Member	DIN	Designation in Committee	Nature of Directorship
1.	Dr. Omkar Rai	01364223	Chairperson	Non-Executive Independent Director
2.	Mr. Appuorv K Sinha	07918398	Member	Chairman & Managing Director
3.	Ms. Swati Sinha	09394596	Member	Whole-time Director

During the year under review, the Stakeholders Relationship Committee was not reconstituted at any time.

-Meetings: Further, during the financial year ended March 31, 2026, the Stakeholders Relationship Committee met once. The details of the meeting are as under:

S. No.	Meeting No.	Date of Meeting	Committee Strength	Number of members present
1.	"01st of 2025-26"	March 30, 2026	3	3

11. Separate Meeting of Independent Directors:

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and other applicable provisions, the Independent

Directors of the Company held one (1) separate meeting on March 30, 2026 during the financial year under review.

At the said meeting, the Independent Directors, inter alia:

-?reviewed the performance of the Non-Independent Directors and the Board as a whole;

-?reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

-?assessed the quality, quantity and timeliness of the flow of information between the Companys management and

Board to enable the Board to effectively and reasonably perform its duties; and

-?deliberated on matters relating to corporate governance, Board effectiveness and the overall functioning of the Company. The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees, the governance framework and the quality of information and support provided by the management for effective discharge of their responsibilities.

12. Changes in Directors and Key Managerial Personnel:

The composition of the Board of Directors and the Key Managerial Personnel of the Company remained adequately balanced during the financial year under review, ensuring effective governance and management of the affairs of the Company During the financial year under review, certain appointments and changes in the designation of Directors and Key Managerial

Personnel were made in accordance with the provisions of the Companies Act, 2013, the LODR Regulations, wherever applicable, and the Articles of Association of the Company. Further, there was no cessation, resignation or removal of any

Director or Key Managerial Personnel during the financial year under review.

The details of the appointments and changes in designation of Directors and Key Managerial Personnel during the financial year under review are as follows:

A. Changes during the Financial Year

S. No.	Name	Designation	Nature of Change	Effective Date	Mode of Change
1.	Ms. Geeta Jain	Company Secretary	Appointment	May 05, 2025	Through Boards Resolution.
2.	Mr. Abhijeet Sinha (DIN: 11100685)	Non-Executive Director	Appointment	June 04, 2025	Through Shareholders Resolution.
3.	Mr. Appuorv K Sinha (DIN: 07918398)	Chairman &Managing Director	Change in Designation	June 18, 2025	Through Shareholders Resolution.
4.	Ms. Swati Sinha (DIN: 09394596)	Whole-time Director	Change in Designation	June 18, 2025	Through Shareholders Resolution.
5.	Dr. Omkar Rai (DIN: 01364223)	Independent Director	Appointment	June 18, 2025	Through Shareholders Resolution.
6.	Mr. Vijay Kumar Tyagi (DIN: 10103631)	Independent Director	Appointment	June 18, 2025	Through Shareholders Resolution.
7.	Mr. Mustaqueem Hasan	Chief Financial Officer	Appointment	August 21, 2025	Through Boards Resolution.

B. Composition of Board of Directors as on March 31, 2026

S. No.	Name of Director	DIN	Designation
1.	Mr. Appuorv K Sinha	07918398	Chairman & Managing Director
2.	Ms. Swati Sinha	09394596	Whole-time Director
3.	Mr. Abhijeet Sinha	11100685	Non-Executive Non-Independent Director
4.	Dr. Omkar Rai	01364223	Non-Executive Independent Director
5.	Mr. Vijay Kumar Tyagi	10103631	Non-Executive Independent Director

C. Changes after the close of the Financial Year and up to the date of this Report

S. No.	Name	Designation	Nature of Change	Effective Date	Mode of change
1.	Dr. Milind Raman Godbole (DIN: 00471609)	Non-Executive Director	Appointment	June 01, 2026	Through Shareholders Resolution

D. Directors retiring by rotation at the ensuing Annual General Meeting In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Ms. Swati Sinha (DIN: 09394596), Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment at the existing terms and conditions. The Board of Directors recommends her re-appointment for the approval of the Members of the Company at the ensuing Annual General Meeting.

13. Opinion of the Board on Integrity, Expertise and

Experience (including the Proficiency) of Independent

Directors:

The Board is of the opinion that Dr. Omkar Rai and Mr. Vijay Kumar Tyagi, the Independent Directors possess an appropriate balance of skills, experience, knowledge, professional expertise and integrity. Their rich experience in their respective fields is expected to provide valuable guidance in strengthening the Companys governance framework, strategic decision-making and sustainable growth.

14. Declaration of Independence by Independent Directors:

The Company has received the requisite declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(7) of the Companies Act, 2013.

15. Compliance with Code for Independent Directors:

The Board confirms that all the Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

16. Compliance with Code of Conduct by Directors and Senior Management Personnel:

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management Personnel, which lays down the standards of ethical conduct, integrity and accountability expected from them. The Board affirms that all the Directors and Senior Management Personnel have confirmed compliance with the said Code of Conduct for the financial year ended March 31, 2026

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, the Company has adopted a Nomination and Remuneration Policy. The Policy is also broadly aligned with the principles of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding that the said Regulation is not applicable to the Company by virtue of Regulation 15(2)(b) thereof.

The salient features of the Policy, inter alia, include: -?criteria for the appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;

-?criteria for determining the qualifications, positive attributes and independence of Directors; -?policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel; -?framework for performance evaluation of the Board, its Committees and individual Directors; and

During the year under review, there was no change in the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is available on the Companys website and can be accessed at https:// www.exato.ai/investor.html

18. Annual Performance Evaluation of Board, its Committees and Individual Directors:

The annual performance evaluation of the Board of Directors, its Committees and individual Directors for the Financial Year 2025-26 was carried out in accordance with the evaluation criteria prescribed under the Companys Nomination and Remuneration Policy and the Policy on Succession Planning, Board Diversity and Independence of Directors.

The evaluation process was conducted through structured questionnaires covering various aspects relating to the composition, functioning and effectiveness of the Board, its Committees and individual Directors.

The performance of the Board, its Committees and individual Directors was evaluated objectively, and the

Board was satisfied with the overall effectiveness of its functioning, the functioning of its Committees and the contributions made by the individual Directors.

19. Remuneration of Directors and Employees:

The disclosures pertaining to remuneration and other particulars as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form an integral part of this Boards Report and are annexed herewith as

Annexure-A.

Further, the statement containing the particulars of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Boards Report as a separate annexure.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members of the Company excluding the aforesaid statement. The said statement shall be made available for inspection by any Member of the Company during business hours at the Registered Office of the Company.

Any Member interested in obtaining a copy of the said statement may write to the Company Secretary &

Compliance Officer at the Registered Office or through the

Companys designated email address: compliance@exato.ai, and the same shall be furnished upon request in accordance with the provisions of the Act.

20. Remuneration from subsidiary companies:

During the financial year under review, neither the

Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of the Companys subsidiary companies. Accordingly, no disclosure is required under Section 197(14) of the Companies Act, 2013 in this regard.

21. Loans, Guarantees, Investments as per Section 186 of the

Act:

During the financial year under review, the Company approved an initial investment of up to 50.00 lakh in its newly incorporated wholly-owned subsidiary, Exato Technologies Pty Ltd, Australia, in accordance with the provisions of Section 186 of the Companies Act, 2013 and the applicable rules made thereunder. Pursuant thereto, the subsidiary was incorporated with an initial paid-up share capital of AUD 75,000, equivalent to 49,24,215/- (Rupees Forty-Nine Lakh Twenty-Four Thousand Two Hundred and Fifteen Only).

Subsequently, based on a detailed assessment of the subsidiarys business plan, operational requirements and projected capital deployment, the Board of Directors of the Company, at its meeting held on August 13, 2026, upon the recommendation of the Audit Committee, approved a proposal for reduction of the share capital of the subsidiary from AUD 75,000 to AUD 35,000, subject to compliance with applicable laws and regulatory requirements. The proposed reduction was considered appropriate in view of the subsidiarys current stage of development and its proposed phased implementation of business activities.

During the financial year under review, the Company did not grant any loans, provide any guarantees or furnish any securities covered under the provisions of Section 186 of the Companies Act, 2013.

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are provided in the Note no. 14 of the accompanying Financial Statements.

22. Deposits:

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

23. Contracts and Arrangements with Related Parties:

The Company has formulated a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions for determining material related party transactions and the manner of dealing with such transactions. The Policy is available on the Companys website and can be accessed at https://www.exato.ai/investor.html .

All related party transactions that were entered into during the F.Y. 2025-26 were on an arms length basis and were in the ordinary course of business.

During the financial year under review, the Company did not enter into any contract, arrangement or transaction with a related party which could be considered material in accordance with the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions of the Company or which required the approval of the shareholders under the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable.

Details of transactions with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are enclosed herewith in Form No. AOC-2 as Annexure-B.

24. Statutory Auditor and Statutory Auditors Report:

The Company at its 08^th (Eighth) Annual General Meeting held on August 25, 2025 had re-appointed M/s Arora Prem & Associates, Chartered Accountants (FRN: 006426N), as Statutory Auditors of the Company for the Financial Years 2025-26 to 2029-30. The Statutory Auditors Report on the Standalone and

Consolidated Financial Statements for the financial year ended March 31, 2026 forms part of the Annual Report. The Statutory Auditors Report is self-explanatory and does not call for any further comments under Section 134(3)(f) of the Companies Act, 2013. Further, the Statutory Auditors

Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. 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.

26. Secretarial Auditor and Secretarial Auditors Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, at its meeting held on February 13, 2026 appointed M/s Nirbhay Kumar & Associates, Company Secretaries, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the financial year ended

March 31, 2026 forms part of the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments by the Board. The Board of Directors, at its meeting held on May 29, 2026 re-appointed M/s Nirbhay Kumar & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2026-27.

27. Material Changes and Commitments, if any affecting financial position of 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:

No material changes and commitments affecting the financial position of the Company have occurred after

March 31, 2026 to the date of this Report.

However, during the financial year under review, the

Company approved an initial investment of up to 50.00 lakh in its newly incorporated wholly-owned subsidiary,

Exato Technologies Pty Ltd, Australia, in accordance with the provisions of Section 186 of the Companies Act, 2013 and the applicable rules made thereunder. Pursuant thereto, the subsidiary was incorporated with an initial paid-up share capital of AUD 75,000, equivalent to 49,24,215/- (Rupees Forty-Nine Lakh Twenty-Four Thousand Two Hundred and Fifteen Only).

Subsequently, based on a detailed assessment of the subsidiarys business plan, operational requirements and projected capital deployment, the Board of Directors of the Company, at its meeting held on August 13, 2026, upon the recommendation of the Audit Committee, approved a proposal for reduction of the share capital of the subsidiary from AUD 75,000 to AUD 35,000, subject to compliance with applicable laws and regulatory requirements. The proposed reduction was considered appropriate in view of the subsidiarys current stage of development and its proposed phased implementation of business activities.

28. Conservation of energy and technology absorption: a. Conservation of Energy:

The operations of the Company are not energy-intensive in nature. Nevertheless, the Company recognizes the importance of energy conservation and efficient utilization of resources and remains committed to adopting environmentally responsible practices across its operations. The Company continuously endeavours to optimise energy consumption through the use of energy-efficient electrical and electronic equipment. Wherever feasible, 5-Star rated and energy-efficient appliances and equipment are used at the Companys offices and operational facilities. The Company also promotes the prudent use of electricity and other resources through responsible operational practices, including the efficient use of lighting, air-conditioning, computer systems and other office equipment. b. Technology absorption: (i) Efforts made:

During FY 2025-26, the Company continued to adopt and integrate relevant emerging technologies, including artificial intelligence, automation, cloud-based technologies and advanced analytics, into its service delivery and internal processes. The Company also focused on upgrading its technology capabilities and enhancing the skills of its technical teams to effectively utilise such technologies.

(ii) Benefits derived:

The adoption of technology has contributed to improvement in service delivery, operational scalability and efficiency, development of technology-enabled solutions. It has also supported automation of processes, improved customer experience and enabled the Company to deliver solutions more efficiently.

(iii) Imported technology

(a) the details of technology imported: Nil (b) the year of import: Not applicable (c) whether the technology been fully absorbed: Not applicable (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

(iv) Research and Development Expenditure: Nil 29. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earnings and outgo during the financial year ended March 31, 2026 are as follows:

Particulars	March 31, 2026
Foreign Exchange Earnings	42.51 cr
Foreign Exchange Outgo/
	74.62 cr
Expenditure

30. Corporate Social Responsibility:

The Corporate Social Responsibility ("CSR") provisions prescribed under Section 135 of the Companies Act, 2013 ("the Act") are applicable to the Company.

Since the amount required to be spent by the Company towards Corporate Social Responsibility activities during the financial year under review did not exceed 50,00,000/- (Rupees Fifty Lakh Only), the Company was not required to constitute a Corporate Social Responsibility Committee in terms of the provisions of Section 135(9) of the Act. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors.

The Company has formulated a Corporate Social Responsibility Policy, which lays down the guiding principles, governance framework and implementation mechanism for undertaking CSR activities in accordance with the provisions of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the Companys website at https:// www.exato.ai/investor.html.

The Board of Directors, at its meeting held on June 14, 2025, approved the CSR Annual Action Plan for the financial year

2025-26. Subsequent to the approval of the Annual Action Plan, the Company established its own public charitable trust, "Exato Foundation", which has been duly constituted and registered in accordance with the applicable laws, with the objective of undertaking and implementing the Companys CSR initiatives in a structured and sustainable manner.

The Board further approved that the CSR activities of the

Company for the financial year 2025 26 and subsequent years shall be undertaken through Exato Foundation, subject to compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. Thereafter, based on the evolving implementation framework and operational requirements, the Board reviewed and revised the CSR Annual Action Plan at its meeting held on February 13, 2026.

In accordance with the revised Annual Action Plan, the Company allocated 18,00,000/- (Rupees Eighteen Lakh Only) towards CSR activities relating to skill development and capacity-building programmes in the field of Information Technology. The programmes are aimed at promoting digital literacy, enhancing technical competencies and improving employability through structured training in Information Technology and allied skill development. The CSR initiatives were implemented in the State of Bihar, with a focus on addressing the comparatively lower levels of digital penetration and IT literacy in certain regions of the State and contributing towards sustainable socio-economic development through technology-enabled capacity building.

The Company was required to spend 18,00,000/- (Rupees Eighteen Lakh Only) towards Corporate Social

Responsibility activities during the financial year 2025

26. Against the said obligation, the Company incurred an expenditure of 18,00,156/- (Rupees Eighteen Lakh One Hundred and Fifty-Six Only) towards eligible CSR activities, thereby fully discharging its CSR obligation under the provisions of Section 135 of the Companies Act, 2013.

Accordingly, there was no unspent Corporate Social Responsibility amount required to be transferred to the

Unspent CSR Account or to any fund specified in Schedule

VII to the Companies Act, 2013.

The Annual Report on Corporate Social Responsibility activities, containing the disclosures prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms an integral part of this Boards Report and is annexed herewith as Annexure-C.

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

The Company recognizes that effective risk management is an integral part of good corporate governance and is essential for the achievement of its strategic and business objectives. Although, the Board had not adopted a formal

Risk Management Policy during the financial year under review, the Company has established appropriate internal control systems and business processes to identify, assess, monitor and mitigate risks arising from its business operations.

The Board of Directors and the senior management periodically review the key business, operational, financial, legal, regulatory and technological risks faced by the Company and take appropriate measures to mitigate their potential impact. The Company also continues to strengthen its internal control environment to ensure the orderly and efficient conduct of its business, safeguarding of assets, compliance with applicable laws and regulations, and protection of stakeholders interests.

The Board is of the opinion that there were no risks identified during the financial year under review which, in its assessment, may threaten the existence of the Company. Further, the key business risks, opportunities and the measures adopted by the Company to address them are discussed in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report.

32. Vigil Mechanism:

The Company is committed to maintaining the highest standards of ethical, moral and legal conduct in all its business activities and has established Vigil Mechanism through Whistle Blower Policy to promote ethical behaviour, transparency and accountability across the organization.

The Vigil Mechanism provides an adequate and effective framework for directors, employees and other stakeholders, wherever applicable, to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any other improper or unlawful practices, without fear of retaliation, discrimination or victimization. The Company ensures that all concerns reported under the Vigil Mechanism are dealt with in a fair, impartial and confidential manner.

The Policy also provides adequate safeguards against victimization of persons who avail the Vigil Mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the financial year under review, no complaint was received under the Whistle Blower Policy.

The Whistle Blower Policy is available on the Companys website and can be accessed at https://www.exato.ai/investor.html

33. Significant And Material Orders:

During the financial year under review, no orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

34. Adequacy of internal financial controls with reference to the Financial Statements:

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. During the financial year under review, the Internal Audit function was carried out by M/s V K Taneja & Associates, Chartered Accountants. The scope and functions of the Internal Auditor were defined and reviewed by the Audit Committee, and the reports of the Internal Auditor, highlighting observations, system and procedure-related lapses, if any, and corrective actions being taken to address them, were placed before the Audit Committee for its review and appropriate directions. M/s Cohort Ventures LLP has been appointed as the

Internal Auditor of the Company for the financial year

2026-27. The scope and functions of the Internal Auditor are defined and reviewed by the Audit Committee, and the Internal Auditor shall submit its reports to the Audit Committee for its review. The Audit Committee of the

Board periodically reviews the adequacy and effectiveness of the Companys internal financial controls, internal audit findings, risk management processes and compliance framework. Based on the internal financial controls and compliance systems established and maintained by the Company, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements are adequate and were operating effectively as at March 31, 2026.

35. Compliance with provision of constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013:

The Company is committed to provide and promote a safe and healthy work environment for all its employees. The Company has zero tolerance towards sexual harassment 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 thereunder 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.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2025-26:

Number of Sexual Harassment (i) Complaints received	- 0 (Zero)
Number of Sexual Harassment (ii) Complaints disposed off	- 0 (Zero)
Number of Sexual Harassment (iii) Complaints pending beyond 90 days	- 0 (Zero)

36. Compliance with Maternity Benefit Act, 1961:

The Company has complied with the provisions of the

Maternity Benefit Act, 1961, as amended from time to time.

All eligible women employees have been extended the maternity benefits and other facilities prescribed under the said Act.

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

The Employee Strength of the Company as at March 31, 2026 is set out below:

(i) Male	112 (One Hundred Twelve)
(ii) Female	23 (Twenty-three)
(iii) Transgender	0 (Zero)
TOTAL	135 (One Hundred and Thirty-Five)

38. 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.

39. Compliance with Secretarial Standards:

During the year under review, the Company has duly complied with the Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India pursuant to the provisions of Section 118 (10) of the Companies Act, 2013.

40. Applications and Proceedings under Insolvency and

Bankruptcy Code, 2016:

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.

41. Valuation Differences in One-Time settlement with the Banks or Financial Institutions: There has been no one-time settlement with any bank or financial Institution in the Company during the year under review.

42. Consolidated Financial Statements:

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 Companys accounts for the financial year ended March 31, 2026:

1. Exato.ai Inc., United States

2. Exato.ai Pte. Ltd., Singapore

3. Exato Infotech Private Limited, India

4. Exato Technologies Pty Ltd, Australia

43. Deviation or variation in utilization of IPO Proceeds:

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board hereby confirms that there were no deviations or variations in the utilization of the proceeds raised through the Initial Public Offering (IPO) from the objects stated in the Prospectus of the Company during the financial year under review and up to the date of this Report.

The proceeds from the Initial Public Offering have been utilized to the extent required during the financial year, and continue to be utilized, in accordance with the objects of the issue as disclosed in the Prospectus.

44. Investor Education and Protection Fund:

During the financial year under review, there was no unpaid or unclaimed dividend, matured deposits, matured debentures, interest thereon or any other amount required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013.

Further, no equity shares were liable to be transferred to the Investor Education and Protection Fund during the financial year under review.

45. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report, prepared in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Boards Report and is annexed herewith as Annexure-D.

46. Corporate Governance Report:

In terms of Regulation 15(2) of the Listing Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17, 17A, 18, 19, 20, 21,22,24, 24A,

25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company, since the equity shares of the Company are listed on the SME Platform of the BSE Limited. Accordingly, the Company has not provided a separate report on Corporate Governance. However, the Company has, on a voluntary basis, incorporated and CORPORATE OVERVIEW followed certain practices and principles of good corporate governance, to the extent considered appropriate, with a view to ensure transparency, accountability, and protection of stakeholders interests.

47. Agreements Binding Listed Entities:

During the financial year 2025-26, no agreements were entered as per clause 5A of part A of Para A of Schedule III of the Listing Regulations.

48. Code of Conduct for Prohibition of Insider Trading:

The Company has adopted a Code of Conduct for Prohibition of Insider Trading in accordance with the applicable provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Code lays down principles and procedures for prevention of insider trading and regulates the communication, procurement, possession and use of Unpublished Price Sensitive Information (UPSI). The Company has put in place appropriate procedures and mechanisms to ensure compliance with the applicable FINANCIAL STATEMENTS provisions relating to the prevention of insider trading. Further, trading in the securities of the Company is restricted during the closure of the trading window, except as permitted under the applicable regulatory framework. The Company also maintains the requisite records and disclosures and undertakes necessary monitoring and reporting in accordance with the applicable laws and regulations.

49. Directors and Officers Insurance:

Since the Company is listed on the SME platform of BSE Limited, the provisions of Regulation 25 of the LODR Regulations, including the provisions relating to Directors and Officers Insurance as required under Regulation 25(10) thereof, are not applicable to the Company pursuant to Regulation 15(2) of the said Regulations. Notwithstanding such non-applicability, and as a measure of good corporate governance and prudent risk management, the Company has voluntarily obtained and maintained a Directors and

Officers Liability Insurance Policy for its Directors and Officers.

50. Business Responsibility and Sustainability Report:

The Company is not required to present the Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(f) of the LODR Regulations, as the Company does not fall within the category of the top 1,000 listed entities based on market capitalisation as at March 31, 2026.

51. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the

Companies Act, 2013, the Directors confirm that: a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the

Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Board of Directors places on record its sincere gratitude to the Companys shareholders for their continued confidence and trust in the Company. The Directors also express their appreciation to the Companys customers, business partners, bankers, financial institutions, vendors, statutory authorities, regulatory bodies, including the Ministry of Corporate Affairs, Securities and Exchange Board of India (SEBI), BSE Limited, and other Central and State Government authorities, for their continued guidance, support and cooperation extended to the Company during the financial year.

The Board further acknowledges the invaluable contribution, commitment and dedication of the management team and all employees of the Company, whose professionalism, hard work and unwavering commitment have been instrumental in the Companys continued growth, successful completion of its Initial Public Offering and listing on the SME Platform of BSE Limited, and achievement of its strategic objectives. The Directors also extend their appreciation to the Companys auditors, legal advisors, consultants and all other stakeholders for their continued support, confidence and association with the Company. The Board looks forward to their continued encouragement and cooperation as the Company progresses on its journey of sustainable growth, innovation and value creation for all stakeholders.