ACE Alpha Tech Ltd Directors Report

Your Company has no Subsidiary, Associate Company as per the provisions of the Companies Act, 2013. Further, your Company has not entered into any Joint Ventures.

There has been no change in the nature of business

of your Company during the financial year 2024-25.

During the year under review:

1. The Board of Directors, at its meeting held on March 30, 2024, recommended the appointment of Mr. Manish Wahi and Mr. Sachin Goyal as Independent Directors of the Company. The shareholders, at their meeting held on April 08, 2024, approved their appointment. Accordingly, both Mr. Manish Wahi and Mr. Sachin Goyal have been appointed as Independent Directors of the Company with effect from April 08, 2024.

2. Ms. Shruti Shri Agnihotri (Membership No.: A68357) resigned as the Company Secretary of the Company with effect from the closure of business hours on April 30, 2024.

3. Ms. Priyanka (Membership No.: A72473)

appointed as the Company Secretary of the Company with effect from May 01,2024.

4. The Members of the Company at the 12th Annual General Meeting held on July 19, 2024, re-appointed Ms. Nipa Gunvantlal Jain (DIN: 09725679) as the Director, who retired by rotation and, being eligible, offered herself for re-appointment.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Gaurav Sharma, Managing Director of the Company, due to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, information of the director proposed to be re-appointed is provided in the Notice of the forthcoming AGM.

There were no other changes in the Board and the Key Managerial Personnel of the Company during the year.

The Non-Executive Independent Directors of the Company have given declaration stating that they continue to meet the criteria as set out for Independent Directors under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

Further, the Independent Directors have been exempted from /successfully qualified, the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

The Board has adopted a Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto.

The objective of the Policy is to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate Directors, Key Managerial Personnel(s), and Senior Management Personnel(s) of the quality required to run the Company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• Remuneration to Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Companys Board is constituted in compliance with the Act and Listing Regulations. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has, inter alia, constituted requisite Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The constitution of these Committees is in compliance with the provisions of the Act and Listing Regulations.

The Board of Directors of the Company meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The Board of Directors met eleven (11) times during the financial year 2024-25.

The details of composition, terms of reference, and meetings held and attended by the Directors and the Committee members of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are presented below:

The composition of Board of Directors is as follows:

The following meetings of the Board of Directors were held during the financial year 2024-25:

Our Company has constituted the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Our Company constituted the Audit Committee with the approval of the Board on September 10, 2024. The Committee comprises the following members:

The terms of reference of the Audit

Committee are as under:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible;

2. Recommendation for appointment, remuneration, and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half-yearly financial statements before submission to the board for approval, with particular reference to;

• matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage, and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. The Audit Committee shall have the authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act, 2013 or referred to it by the Board;

19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

20. To review the functioning of the whistle-blower mechanism;

21. Approving the appointment of the Chief Financial Officer (i.e., the whole-time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate;

22. Audit committee shall oversee the vigil mechanism;

23. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings; and;

24. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into Listing Regulations.

Further, the Audit Committee shall mandatorily

review the following:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party

transactions (as defined by the audit committee), submitted by management;

• Management letters/letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses;

• the appointment, removal, and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; and;

• Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Our Company has constituted the Nomination and Remuneration Committee with the approval of the Board on September 13, 2024. The Nomination and Remuneration Committee comprises the following:

The terms of reference of the Nomination and

Remuneration Committee are as follows:

• Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and shall carry out evaluation of every directors performance;

• Formulate the criteria for determining

the qualifications, positive attributes, and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs, and other employees;

• Formulation of criteria for evaluation of

performance of independent directors and the board of directors;

• Devising a policy on diversity of the

board of directors;

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

Further, your attention is also drawn to the Related Party disclosures as set out in Note no. 26 of the Financial Statements.

There have been no other material changes and commitments except mentioned in the report, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

In accordance with Section 134(3) of the Companies Act, 2013, read with the applicable provisions of the Listing Regulations, the requirement to carry out an annual performance evaluation of the Board,

its Committees, and individual Directors was not applicable to the Company for the financial year 2024-25. However, the Company now falls within the ambit of the aforesaid provisions, and accordingly, the annual evaluation process shall be undertaken from the financial year 2025-26 onwards.

The Company is in compliance with AS-18 on related party disclosure. For further details, please refer to note no. 26 forming part of the Financial Statements.

The Management Discussion and Analysis Report forms an integral part of this Report and is annexed as Annexure - 1.

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, 23, 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 Stock Exchange. Accordingly, the Company has not provided a separate report on Corporate Governance.

However, the Company has, on a voluntary basis, incorporated and 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.

During the financial year 2024-25, there were no transactions with respect to the agreements as per clause 5A of part A of Para A of Schedule III, of the Listing Regulations.

Even though operations of the Company are not energy-intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational

levels, and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

There are no foreign exchange earnings and outgo during the year.

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

Your Company follows a Risk Management framework with an endeavor to enhance the control environment by mitigating the risk and reducing its impact on the business of the Company within the acceptable levels. It has been carried out in a phased manner wherein due emphasis is being given on identification, assessment, and mitigation thereof through economic control of those risks that endanger the assets and business of the Company.

To achieve the aforesaid objectives, the Board of Directors of your Company has framed the Risk Management Policy to identify, assess, and mitigate the risks associated with the business of the Company.

Further, details on the Risk Management activities, including the implementation of risk management policy, key risks identified, and their mitigation are covered in the Management Discussion and Analysis Section, which forms part of the Annual Report.

I n terms with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of cost records and appointment of Cost Auditors is not applicable on your Company.

Your Companys Code of Conduct to Regulate, Monitor and Report Trading in Securities by

Designated Persons and Immediate Relatives covers the Directors, Key Managerial Persons, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company and their relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, Key Managerial Persons, persons forming part of promoter(s)/promoter group(s), designated employees, and their relatives are restricted from buying, selling, and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the period of trading window closure.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor, and Report Trading in Securities by Designated Persons and their respective Immediate Relatives.

Pursuant to Section 135 of the Companies Act, 2013 and the Companies (CSR Policy) Rules, 2014, the Company acknowledges its responsibility to contribute to the social and economic development of society. In line with the provisions of this section, that company formulated a CSR policy to meet its CSR responsibility. Since the CSR obligation for the financial year 2024-25 does not exceed 50,00,000, the constitution of a CSR Committee is not mandatory as per Section 135(9) of the Act, and the Board shall directly oversee CSR activities.

For the financial year 2024-25, the Company was required to spend 12,45,800/- (Rupees Twelve Lac Forty-Five Thousand Eight Hundred Only) towards CSR initiatives. In this regard, for the financial year 2024-25, the Company spent a contribution of the entire amount to Gyan Chetna Educational Society, Shamli, Meerut; an eligible entity engaged in the construction of a medical college building and procurement of hospital equipment in line with Schedule VII of the Act.

uploads/2025/04/CSR-Policy.pdf . The Annual Report on CSR activities of the Company during the year under review is attached hereto as Annexure - 2.

The Company has adopted a Vigil Mechanism Policy (Whistle-Blower Policy) to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate

During the year under review, the Independent Directors of the Company held a separate meeting on March 03, 2025 without the attendance of Non-Independent Directors and members of the management, for discussing and reviewing the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Companys management and the Board.

There are no significant and material orders passed by the Regulators or Courts, or tribunal impacting the going concern status and the Companys operations in future.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate, and operating effectively. The Companys internal control system is commensurate with its size, scale, and complexities of its operations and ensures accuracy and reliability in the preparation of financial statements and compliance with applicable laws and regulations. The Audit Committee of the Board actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 form part of this Report and is annexed as Annexure - 3.

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are an integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with the requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates.

The following is a summary of sexual harassment complaints received and closed during the financial year 2024-25:

• Number of complaints of sexual harassment received in the year: 0

• Number of complaints disposed off during the year: 0

• Number of cases pending for more than ninety days: Not Applicable

• Nature of action taken by the Company to make the workplace a respectful and safe place for all employees: Posters and Constitution of Internal Complaints Committee (ICC)

The Company is committed to upholding the rights and welfare of its employees and ensures full

compliance with all applicable labour laws, including the provisions of the Maternity Benefit Act, 1961.

During the financial year, the Company has fully complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. All eligible women employees were granted maternity leave and related benefits in accordance with the Act. The Company also ensures that no discrimination is practiced at any stage of employment on the grounds of maternity.

The Company remains committed to fostering a safe, inclusive, and supportive work environment that promotes the well-being of all employees.

Since Regulation 25(10) of the Listing Regulations, relating to Directors and Officers Insurance, applies only to the top 1000 listed entities by market capitalization, the said provision is not applicable to the Company.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, submission of the Business Responsibility and Sustainability Report (BRSR) is not mandatory to the Company since the Company is listed on the SME platform.

During the year under review:

i. Your Company has not issued equity shares with differential rights as to dividend, voting, or otherwise. Further, it has also not issued any Sweat Equity Shares.

ii. No application has been made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

iii. The Company has not entered into any one-time settlement with any Bank or Financial Institution.

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Companys Bankers, Stock Exchanges, Regulatory Bodies, Stakeholders, and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers, and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.