DIRECTORS' REPORT

Your Directors present the 6^th Board Report and the Audited Financial Statements of the Company for
the Financial Year ended March 31, 2025 together with the reports of the Auditors thereon.

FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

The Audited Financial Statements (Including Consolidated audited Financial Statements) of the
Company as on 31^st March, 2025 are prepared in accordance with the relevant applicable provisions of
the Companies Act, 2013.

Certain key aspects of the Company’s Financial Performance during the Financial Year ended on
March 31^st 2025 as compared to the Previous Financial year are summarised below:

THE STATE OF COMPANY’S AFFAIRS

The Company was originally incorporated as Private Limited Company under the Companies Act, 2013
in the name and style of “Exim Routes Private Limited”. Subsequently the name of our company was
changed to “Exim Routes Limited” and a fresh Certificate of Incorporation dated 24^th October, 2024
was issued by Registrar of Companies, Delhi.

Your Company is engaged in the Trading of waste Paper and provide services to both proprietary and
third-party.

Standalone

During the year under review, on standalone basis, the total Income from the operation increased by
268 %. The same was INR 1,915.26 (In lacs) for the current FY 2024-25 as compared to INR 520.34
(In lacs) for the previous FY 2023-24. Total Net Profit increased by 547 % the same was INR 353.58
(In lacs) for the current FY 2024-25 as compared INR 54.67 (In lacs) for the previous FY 2023-24.

Consolidated

During the year under review, on consolidated basis, the total Income from the operation increased by
68 %, The same was INR 12,066.99 (In lacs) for the current FY 2024-25 as compared to INR 7185.86
(In lacs) for the previous FY 2023-24. Total Net Profit increased by 83.5%, the same was INR 755.22
(In lacs) for the current FY 2024-25 as compared to INR 411.49 (In lacs) for the previous FY 2023-24.

Your Company is committed to its tradition of being cost effective, by responding faster to the changing
requirements of the market, by expanding its customers and further strengthening its capital base.

CONVERSION INTO A PUBLIC LIMITED COMPANY

During the year under review, your Company has taken a significant step toward future growth and
expansion. The Company has been converted from a Private Limited Company to a Public Limited
Company, pursuant to the provisions of Sections 14 and 18 of the Companies Act, 2013 and with due
approval from the Registrar of Companies. The Company is now known as Exim Routes Limited,
effective from 24^th October, 2024.

The change in status aligns with the Company's long-term strategic plans and enhances access to capital
markets and growth opportunities.

ALTERATION OF OBJECT CLAUSE

In line with the Company’s business expansion plans, the Object Clause of the Memorandum of
Association was amended during the year to include new business activities. This alteration was
approved by the shareholders through a special resolution passed at the Extraordinary General Meeting
held on 01^st July 2024. The revised Object Clause reflects the diversified vision of the Company and
enables it to explore new opportunities.

INITIAL PUBLIC OFFER

After the closure of the financial year, Initial Public Offer has been authorized by the Board of Directors
vide a resolution passed at its meeting held on May 19, 2025 and by the Shareholder of our Company,
vide a special resolution passed pursuant to Section 62( 1)(c) of the Companies Act, 2013 at the 2^nd Extra
Ordinary General Meeting held on May 23, 2025.

The company has filed the Draft Red Herring Prospectus with NSE for in-Principle approval for listing
on NSE emerge platform (SME Listing) on 16^th July, 2025. Initial Public Offer is 49,69,600 fully paid
equity shares of face value of Rs. 5 each. Draft Red Hearing Prospectus is available on the website of
the company i.e. https://eximroutes.ai/ .

CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the company has increased its authorized share capital from Rs.
15,00,000/- (Rupees Fifteen Lacs) i.e. 1,50,000 (One Lac and Fifty Thousand) shares of Rs. 10/-
(Rupees Ten) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores) i.e. 1,50,00,000 (One Crore Fifty
Lakhs) shares of Rs. 10/- (Rupees Ten) each.

To enhance liquidity and increase retail shareholder participation, the Company undertook a sub¬
division of its equity shares. The face value of equity shares was split from ?10 (Rupees Ten) per share
to ?5 (Rupees Five) per share. Consequently, each equity share of ?10 was sub-divided into 2 equity
shares of ?5 each.

This sub-division was approved by the shareholders at the Extraordinary General Meeting held on 07^th
August, 2024, and all necessary filings with the Registrar of Companies were completed. The share
capital structure post-split has been appropriately reflected in the books of accounts.

The Company has issued equity shares of which details are given below:

As a result, the paid-up share capital of the company increased from Rs. 10,00,000/- (Rupees Ten Lakhs)
to Rs. 6,89,12,000/- (Rupees Six Crore Eighty- Nine Lakh Twelve Thousand) i.e. 1,37,82,400 (One
Crore Thirty- Seven Lacs Eighty- Two Thousand Four Hundred) Shares of Rs. 5/- each.

TRANSFER TO RESERVES

During the year under review, the company has transferred INR 353.58 (In Lacs) out of its profit into
reserve and surplus and the company has utilised INR 90 (In Lacs) from the same reserve for issue of
Bonus Share during the year.

The Company has INR 1,059.03 (In Lacs) in Securities Premium, out of which INR 546.80 lakhs has
been utilized for the second bonus issue of equity shares and INR 13.73 lakhs for share issue expenses.

CHANGE IN NATURE OF COMPANY’S BUSINESS

During the year under review, there is no change in the nature of company's Business.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED:

The Board of Director is duly constituted. None of the Director of the Company has disqualified under
the provision of the Companies Act, 2013.

Further the changes held in the composition of the Board of the Director after the closure of the
Financial Year till the date of this Report are summarised below:

The Board of Directors in its meeting held on 07/04/2025 has appointed Mr. Mohit Garg (DIN:
10973264) as an Additional Independent Director and the members of the Company have approved the
appointment in the Extra- Ordinary General Meeting held on 29/04/2025.

The Board of Directors in its meeting held on 07/04/2025 has appointed Ms. Komal Goel (DIN:
10935374) as an Additional Independent Director and the members of the Company have approved the
appointment in the Extra- Ordinary General Meeting held on 29/04/2025.

The office of Directorship of Mr. Vijay Kumar Rathi was ceased due to his sad demise with effect from
22/04/2025.

The Members in their Extra-Ordinary General Meeting held on 23/05/2025 has appointed Mrs. Charu
Jora (DIN: 10060952) as a Non- Executive Director and Mr. Mahender Singh Tanwar (DIN: 11107875)
as an Independent Director.

During the year Mr. Manish Goyal was appointed as Chief Executive Officer and Mr. Govind Rai Garg
was appointed as Chief Financial Officer and Ms. Richa Anand was appointed as Company Secretary
with effect from 07/01/2025.

DECLARATION BY INDEPENDENT DIRECTORS:

After the closure of the Financial Year, Company has appointed Independent Directors as per the
provision of the Companies Act, 2013 and Declarations were received from all the Independent
Directors of the Company stating that they satisfy the "criteria of Independence" as per the provisions
of Section 149(6) of the Companies Act, 2013, any other applicable Schedules and Rules framed there¬
under.

Further in the opinion of the Board, the independent directors possess requisite expertise, experience
and integrity. All the independent directors on the Board of the Company are registered with the Indian
Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section
150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment
test within the time prescribed by the IICA.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re¬
appointed and has noted that none of the Directors are disqualified under Section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014.

BOARD MEETINGS:

During the year under review, the Board met 19 times, details of which are given below:

The intervening between two Board Meeting did not exceed the limit prescribed in the provision of the
Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and ability
confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed.

(b) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the Financial Year and of the profit of the Company for
that period.

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

(d) they have prepared the annual accounts on a going concern basis.

(e) they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

(g) on the Company's operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the
size and nature of business of the Company. The Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information.

DETAILS OF HOLDING, SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE
COMPANIES:

As on March 31, 2025, the Company have following Subsidiary.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES

Statement pursuant to Section 129 (3) of the Companies Act, 2013 for the financial year ended
31/03/2025 in respect of the Subsidiaries, is enclosed with Annual Accounts of the Company.

Separate Section on performance and financial position of the subsidiaries have been provided in Note
No. 41 of notes forming part of Consolidated Financial Statements for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS-21) and (AS-23), consolidated Financial Statements
are annexed to the Audited Accounts for the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS:

During the year under review, there were no significant and material orders passed by any Regulators
or Court or Tribunals which may have impact on the going concern status or which may have impact
on the Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE
OF THE REPORT:

There are no material changes or commitments affecting the financial position of the Company.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board
of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India
(ICSI).

PUBLIC DEPOSITS

The Company has not accepted/ held any deposit from public within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Year under
review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V
of the Act or the details of deposit that are not in compliances with the Chapter V of the Act is not
applicable.

DIVIDEND

The Board of Directors of the Company, after considering the relevant circumstances holistically and
keeping in view the funds requirements of the Company, has decided that it would be prudent not to
recommend any dividend for the Financial Year under review.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under,
every company including its holding or subsidiary and a foreign company, which fulfills the criteria
specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135
of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the
Act, your Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.

TRANSFER OF UNCLAIMED DIVIDENT TO INVESTOR EDUCATION AND PROTECTION
FUND

The Company is not required to transfer any amount to Investor Education and Protection Fund under
Section 125 (2) of the Companies Act, 2013 as the Company has not declared any dividend since its
inception.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees or investments under Section 186 of the Act, are available under Note
no. 13, 14 & 19 of notes of Accounts, attached to the Standalone Financial Statement.

The full particulars are available in the Register maintained under Section 186 of the Act, which is
available for inspection during business hours on all working days (except Saturday and Sunday).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the Financial Year 2024-25
with the related parties were in the ordinary course of business and at arm’s length basis. Transactions
required to be disclosed in Form AOC-2 is attached below. During the Financial Year, the Company has
not entered into contracts/arrangements/transactions with the related parties which could be considered
material in accordance with the provision of the Act.

Further, we draw your attention to Note no. 36 of the Standalone Financial Statements of the Company
for details of related party transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Statement giving the details of energy, technology absorption and foreign exchange earnings and Outgo
in accordance with requirement of Section 134 (3) (m) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, is as follows: -

OBTAINING ISIN BY NON-SMALL COMPANIES - COMPANIES (PROSPECTUS AND
ALLOTMENT OF SECURITIES) SECOND AMENDMENT RULES, 2023 OF THE
COMPANIES ACT 2013.

Recent amendments under the Companies (Prospectus and Allotment of Securities) Second Amendment

Rules, 2023, stipulate that non-small companies must obtain an International Securities Identification
Number (ISIN) for their securities to facilitate smoother trading and enhance marketability.

The company has appointed an RTA and submitted all required documents to the RTA to obtain the
ISIN and has obtained ISIN to comply with this rule.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has
operated starting from 29 January 2025 to 31 March 2025 for all relevant transactions recorded in the
software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is not applicable for the financial year ended
March 31, 2024.

BOARD’S COMMENT ON THE AUDITOR REPORT

During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers
made by the Statutory Auditor on the financial statements of the Company and, which is annexed
herewith as an Annexure. There are no cases of fraud detected and reported by the Auditor under Section
143(12) during the Financial Year.

Statutory Auditor

M/s. NKSC & Co., Chartered Accountants (Firm Registration No. 020076N) have been appointed as
Statutory Auditors to fill the casual vacancy after resignation of M/S Mayank Kumar & Associates,
Chartered Accountant (FRN: 031033N) with effect from the conclusion of Extra Ordinary General
Meeting held on 29^th day of April, 2025 till the conclusion of 6^th Annual General Meeting.

Cost Auditor

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit)
Rules, 2014, your Company is not required to maintain cost records.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any Auditor
to the Board.

WEBLINK OF ANNUAL RETURN

The pursuant of the Provision of Section 134 (3) (a) of the Companies Act, 2013, the Annual Return,
referred to in section 92 (3) of the Act, for the Financial Year 2024-2025 is available on the website of
the Company at https://eximroutes.ai/

CONSOLIDATED FINANCIAL STATEMENT

The Management has prepared the consolidated financial statement in addition to the standalone
financial statement, which will present before the members for adoption and will be included in Annual
Report.

PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and
General Meetings issued by the Institute of Company Secretaries of India.

ENVIRONMENT AND SAFETY:

The company understands the value of operating in an ecologically friendly and safe manner. The
Company's philosophy mandates that activities be carried out in such a way that all parties involved are
safe, environmental standards are followed, and natural resources are preserved.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”!

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been duly
constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at
the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH
Act and the rules framed thereunder. Further details are as follow:

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961

The Company declares that the provisions of the Maternity Benefit Act, 1961 are duly applicable to it.
However, till date, no woman employee of the Company has become eligible or required to avail the
benefits prescribed under the Act.

The Company affirms its commitment to extend all statutory benefits under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work options, as and when any woman employee becomes
eligible.

The Company remains dedicated to fostering an inclusive and supportive work environment in
compliance with the applicable laws.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.2016:

During the financial year under review, there were NO application/s made or proceeding were pending
in the name of the company under the Insolvency and Bankruptcy Code, 2016.

VIGIL MECHANISM

The provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013
read with rules framed thereunder are not applicable on the Company for the Financial Year 2024-2025.

APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the employees, Banks, Financial Institutions, Customers, Business Associates,
Government Departments, suppliers, and other stakeholders who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation
for the commitment displayed by all executive officers and staff at all levels of the company. We look
forward for the continued support of all stakeholders in the future and we are very thankful for the
confidence shown in the Company.

For and on behalf of the Board of Directors
Exim Routes Limited

(Formerly Known as Exim Routes Private Limited)

Sd/- Sd/-

Manish Goyal Govind Rai Garg

DIN: 08126341 DIN: 08147346

Director Director

Place: Gurgaon
Date: 20.08.2025