Accuracy Shipping Ltd Directors Report

CRISIL Ratings has assigned the Long-Term (Bank debt) rating of [CRISIL] BBBVStable.

There were no changes in the nature of business of your Company during the year under review.

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Companys policies and strategies apart from the Board matters. During the year under review, the Board of Directors met 7 times on 29-05-2024, 12-08-2024, 03-09- 2024, 19-09-2024, 14-11-2024, 29-01-2025 & 14-02-2025.

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statement in term of Section 134(3)(c) of the Companies Act 2013 that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Indian accounting standards have been followed and there are no material departures for the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as on March 31,2025 and of the profits of the Company for the year ended on that date.

c) Directors have taken proper and sufficient care for the maintenance of adeguate 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) Directors have prepared the annual accounts on a going concern basis.

e) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adeguate and operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adeguate and operating effectively.

Your Company has its internal financial control systems commensurate with the size of its operations. The management regularly monitors the safeguarding of its

assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including optimal utilization of resources, reliability of its financial information and compliance and timely preparation of reliable financial information.

Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companys operations.

For the financial year ended 31^st March, 2025, the Company has proposed to carry an amount of? 45.48/- mn to General Reserve Account.

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore, there was no principal or interest outstanding as on the date of the balance sheet.

During the year under review, your Company has not made / given / advanced any Loan, Guarantee during the financial yearcovered under section 186 of the Companies Act, 2013.

All contracts, arrangements and transactions entered by the Company with related parties during the financial year 2024-25 were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companys Policy on dealing with Related Party Transactions ("RPT Policy"). Accordingly, the disclosure of related party transactions as reguired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, all related party transactions entered into by the Company were

approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and are repetitive in nature.

As reguired under the Indian Accounting Standards, related party transactions are disclosed in Notes to the Companys financial statements for the financial year ended March 31, 2025.

In accordance with the reguirements of the Listing Regulations, the Company has adopted a Policy on Materiality of Related Party Transactions and the same has been placed on the website of the Company at https:// aslindia.net/investor-corner/corporate-governance/policies

As on date of this report the company has one Wholly Owned subsidiary (Wos) M/s. Jayant Logistics Private Limited (U63020GJ2010PTC061181) having registered office at Plot No. 3, Ishan Ceramic Zone, 3^rd Floor, Shop no. T-3, Wing A, Lalpar, Rajkot, Morbi- 363642 Gujarat, India.

The Company has, in accordance with the provision of Section 129(3) of the Companies Act, 2013, prepared consolidated Financial Statements of the Company and its Wos, which form part of the Annual Report. Further, salient features of Financial Statements of the Wos are provided under in form no. AOC-1 is attached to this report Annexure-1 to this report.

As of the end of the fiscal year, the Company does not have any affiliated or jointly operated entities.

The consolidated financial statements for the financial year ended March 31, 2025, are prepared in accordance with Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

The Companys eguity shares are listed on National Stock Exchange of India Limited ("NSE").The Company has paid the listing fees to NSE and the Annual Custody Fee to National Securities Depository Limited and Central Depository Services (India) Limited for the financial year ended March 31, 2025.

Subseguent to the financial year, the Company applied on 16th June, 2025. for Direct Listing of its eguity shares on BSE Limited ("BSE").The Company received In-Principle approval from BSE on 12th August, 2025, and the necessary formalities for completion of the Direct Listing are in progress.

As per the provisions of Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014 there is no material changes has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting the financial position of the Company.

M/s. Lahoti & Lahoti, Chartered Accountants (Firm Registration No. 1120/6W), was originally appointed as Statutory Auditor by Shareholders at their 0/^th AGM held on September 30,

2015 for a first five-year term and re-appointed at the 12^th AGM held on September 30,2020fora second five-year term, from the conclusion of said AGM till the conclusion of the 1 7^th AGM.

In accordance with the provisions of Section 139 of the Act and the applicable rules made thereunder, M/s. Lahoti & Lahoti will complete their second and final consecutive term as Statutory Auditors at the conclusion of the ensuing AGM. The Board places on record its sincere appreciation for the professional services rendered by the firm during their tenure.

In view of the retirement of the existing Statutory Auditors, upon completion of their tenure, and based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on September 02, 2025, has approved the proposal for appointment of M/s. Data & Co., Chartered Accountants (Firm Registration No. 105013W), as the Statutory Auditors of the Company for a first term of five (5) consecutive years, subject to approval of the shareholders at the ensuing Annual General Meeting.

Accordingly, the proposal for appointment of M/s. Data & Co., as Statutory Auditors of the Compa ny forms pa rt of the Notice of Annual General Meeting for approval of the Members

The Company has received the written consent from M/s. Data & Co., along with a certificate confirming that they satisfy the eligibility criteria prescribed under Section 141 of the Act, and that their proposed appointment would be in compliance with the applicable provisions of the said Act and the rules framed thereunder.

M/s. Lahoti & Lahoti, existing Statutory Auditors of the Company, have audited the Financial Statements (Standalone & Consolidated) for the financial year ended March 31,2025, and have issued an unmodified opinion thereon. The Audit Report does not contain any gualification, reservation, adverse remark, or disclaimer that reguires any explanation or comment by the Board of Directors.

During the year under review, no instances of fraud committed against the Company, by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors, under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Company.

Pursuant to the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company, with the approval of its Board of Directors, appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries (Certificate of Practice number 18332), to conduct the Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report for the FY 2024-25 issued by Secretarial Auditor is enclosed as Annexure -6 and forms

a part of this Report. There is no qualification, reservation or adverse remark or disclaimer in secretarial Audit report

In accordance with Section 204 and other applicable provisions, if any, of the Act, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Regulation 24A of the Listing Regulations, and based on the recommendation of the Audit Committee, it is proposed to appoint M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, having (Certificate of Practice number 18332), and Peer Review Certificate No. 1443/2021, as the Secretarial Auditor of the Company for a period of five (5) years, commencing on April 01,2025, until March 31,2030, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

M/s. Piyush Prajapati & Associates has provided its consent to act as the Secretarial Auditor of the Company and has confirmed that the proposed appointment, if approved, will be in accordance with the applicable provisions of the Act and the Listing Regulations. Accordingly, approval of the Shareholders is being sought for the appointment of M/s. Piyush Prajapati & Associates, as the Secretarial Auditor of the Company. The requisite disclosures pertaining to the proposed appointment are included in the Notice of the Annual General Meeting, which forms part of the Annual Report.

In accordance with the provisions of applicable laws, the Company has undertaken an audit of its secretarial records and compliance practices for the financial year ended March 31,2025.This audit was conducted to verify adherence to the applicable regulations, circulars, and guidelines issued under the SEBI Act.

The Annual Secretarial Compliance Report, issued by a Practicing Company Secretary, has been submitted to the Stock Exchanges within the prescribed timeline of sixty (60) days from the end of the financial year, as required under the Listing Regulations.

CA KhushbooGoyal (Membership no. 1842/4) was appointed as the Internal Auditor of the Company for the financial year 2024-25.

The idea behind conducting Internal Audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

During the year under review, the Internal Auditor have not reported any matter under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Pursuant to the provisions of the Act and the Listing Regulations, Company has put in place a criteria for annual evaluation of performance of Chairperson, Individual

Directors (Independent & Non - Independent), Board Level Committees and the Board as a whole.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Board were evaluated.

There are no gualifications, reservations or adverse remarks made by the statutory auditors in their report for the year ended 31^st March, 2025. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

The provision relating to Section 134(3)(m) read with rule 8 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 relating to conservation of energy and technology absorption, earnings and outgo in foreign exchange during the financial year 2024-25 has been stated under:

The particulars reguired underthe provisions of section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review

(Amount in Millions)

As on March 31, 2025, The Board consist of following Directors.

•Following the conclusion of the financial year, Mr. Vishal Jiyalal Bisen (DIN: 05172065) resigned from the post of Independent Director, with effect from May 30,2025. The Board of Directors, at its meeting held on the same date, appointed Ms. Kalpana Kumari (DIN: 08659377) as an Additional Director in the category of Non-Executive Independent Director, with effect from May 30,2025. Her appointment as an Independent Director was subseguently approved by the shareholders through the postal ballot process on August 02,2025.

As on March 31, 2025, following are the Key Managerial

Personnel

**During the financial year 2024-25, Ms. Shipra Jhawar, Company Secretary and Compliance Officer of the Company, resigned with effect from September 04,2024. Subseguently, Ms. Shivani Palan was appointed as the Company Secretary and Compliance Officer of the Company with effect from September 05,2024.

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mrs. RamaTripathi (DIN:05133579), Whole-time Director, retires by rotation atthe ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as a Whole-time Director, liable to retire by rotation.

The Notice of the AGM provides detailed information regarding the proposed re-appointment, along with the reguisite disclosures mandated by applicable regulatory authorities.

Your Company believes in conducting its affairs in a fair, transparent and professional manner and maintaining good ethical standards, transparency and accountability in its dealings with all its constituents. As reguired under the Listing Regulations, a detailed report on Corporate Governance along with the AuditorsCertificate thereon forms part of this report.

As on March 31,2025, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. StakeholdersRelationship Committee; and

iv. Corporate Social Responsibility Committee

The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.

During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. The board is of the opinion that there were no major risks affecting the existence of the company. The Risk Management policy can be accessed on the website of the Company at https:// aslindia.net/investor-corner/corporate-governance/ policies

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.

The Whistleblower Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website at https:// aslindia.net/investor-corner/corporate-governance/ policies

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment.

Details of complaints received and resolved during the financial year are as follows:

(a) number of complaints of sexual harassment received in the year; - Nil

(b) number of complaints disposed off during the year; and- Nil

(c) number of cases pending for more than ninety days- Nil

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at https:// aslindia.net/investor-corner/corporate-governance/ policies

During the financial year 2024-25, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company. Accordingly, the Company was not required to undertake CSR activities during the year under review.

The policy adopted by the Company for Corporate Social Responsibility is available on its website at https:// aslindia.net/investor-corner/corporate-governance/ policies

In accordance with the guidelines outlined in Section 134(3)(e) and 1/8(3) of the Act, along with the corresponding Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board has formulated a Nomination & Remuneration Policy for the appointment and determination of remuneration of the Directors, key Managerial Personnel (KMP) and other employees of Company. The Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The Authorized share capital of the Company as on 31^!t March, 2025 is ? 20,00,00,000/- divided into 20,00,00,000 equity shares of? 01/- each.

The Paid-up Share Capital of the Company as on 31^st March, 2025 was ? 15,05,60,000/- divided into 15,05,60,000 Equity Shares of? 01/- each fully paid up.

During the period under review, your Company has not issued any shares with differential rights, sweat equity shares and equity shares under employees stock option scheme. Your Company has also not bought back its own shares during the period under review.

The entire Shareholding of the Company is in Demat form. The ISIN No. allotted is INE648Z01023.

Details in terms of the provisions of Section 19/ of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014, the names and other particulars of the employee are appended as Annexure 2 to the BoardsReport.

In compliance with Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis (MDA), which includes details on the state of affairs of the Company, forms part of Annual Report.

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Board has formulated a code of internal procedures and conduct to regulate, monitor and

report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by

I. The Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/ Directors.

II. The Company has not issued sweat equity shares and shares with differential rights as to dividend, voting or otherwise.

III. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

IV. There were no significant or material orders passed by the regulators or courts or tribunals which could impact the going concern status of the Company and its future operations.

V. There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

VI. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

VII. The Company is not required to make and maintain such accounts and cost records as specified by the Central Government under sub- section (1) of Section 148 of the Act read with the Companies (Accounts) Rules, 2014.

In terms of the provisions of Section 125 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the amount that remained unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

The said requirement does not apply to shares in respect of which there is a specific order of the Court, Tribunal or Statutory Authority, restraining any transfer of shares.

Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer are as under:

The details of unpaid/unclaimed dividends amounts are also available on the Companys website and can be accessed at: https:// aslindia.net/investor-corner/comDanv-announcements/unDaid-unclaimed-dividend

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of

maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Directors wish to place on record their appreciation for the continued co-operation and support extended to the Company by government authorities, customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchange, depositories, auditors, legal advisors, consultants, business associates, members and other stakeholders during the year. The Directors also convey their appreciation to employees at all levels for their contribution, dedicated services and confidence in the management.