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ACE EduTrend Ltd Directors Report

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Oct 13, 2025|12:00:00 AM

ACE EduTrend Ltd Share Price directors Report

Your Directors present you the 31stAnnual Report of your Company and the Audited Financial Statements for the financial year ended 31stMarch, 2025.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended 31stMarch, 2025 are as follows:

Financial Highlights:

Particulars 2024-25 2023-24
Total Revenue 35.32 0
Total Expense 6002.76 983.02
Profit/Loss Before Tax (5967.45) (983.02)
Less: Taxation
Current Tax 0 0
Deferred Tax (665.35) (642.91)
Profit/Loss After Tax (6632.80) (1625.93)

2. RESULTS OF OPERATIONS

The Company has not generated any revenue for the financial year 2024-25. The Net Loss after tax stood for F.Y. 2024-25 at Rs. 66,32,800/- (Rupees Sixty-Six Lakhs Thirty-Two Thousand and Eight Hundred Only) as against Net Loss after tax Rs. 16,25,930/- (Rupees Sixteen Lakhs Twenty-Five Thousand Nine Hundred and Thirty Only) in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES

The Company has suffered loss in the year 2024-25 hence it is not in the position to recommend any dividend and there has been no transfer to General Reserve for the period ended March 31, 2025.

4. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2025 was Rs. 10, 00, 00,000/- (Rupees Ten Crore Only)

Paid up Share Capital

The Paid-up share capital as at March 31, 2025 stands at Rs. 9,16,09,000/- (Rupees Nine Crore Sixteen Lakhs Nine Thousand Only) comprising of 91,60,900 equity shares of Rs. 10/- each fully paid up.

5. CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENT

Following material changes and commitments affecting the financial position of the company and occurring between the date of balance sheet and the date of report. Hence the report containing followed material changes pertaining to the post -financial statement event impacting the operations and performance of the company.

• Mr. Amit Kumar resigned from the post of Company Secretary & Compliance Officer of the Company with effect from April 11, 2025.

• Mr. Monendra Srivastava has been resigned from the post of Managing Director and CFO of the Company with effect from July 10, 2025.

• Mrs. Deepali Mahapatra appointed as the Company Secretary and Compliance Officer of the Company with effect from July 10, 2025.

• Mrs. Anubha Chauhan has been appointed as an addition Director (Independent) on the board of the Company with effect from July 10, 2025.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2025.

Sr. No Name Designation Date of Appointment Cessation Date
1 Himani Sharma Additional Director 13/11/2018
2 Sushma Jain Additional Director (Independent) 15/04/2022
3 Monendra Srivastava Managing Director 17/05/2016 10/07/2025
4 Monendra Srivastava CFO 10/02/2024 10/07/2025
5 Suresh Kumar Sharma Independent Director 25/08/2017 28/05/2024
6 Umaid Raj Tater Independent Director 25/08/2017 28/05/2024
7 Ruchi Sharma Independent Director 28/05/2024 -
8 Amit Kumar Company Secretary and Compliance Officer 31/01/2025 11/04/2025

Appointment, Re-appointment and Resignation of Directors & Key Managerial Personnel> Mrs. Deepali Mahapatra appointed as Company secretary and Compliance Officer w.e.f: 10.07.2025

> *Mr. Monendra Srivastava resigned from the post of Managing Director and Chief Financial Officer of the Company with effect from July 10, 2025.

> Mrs. Anubha Chauhan appointed as an Independent Director of the company on the Board of the Company with effect from July 10, 2025.

> Mr. Amit Kumar resigned from the post of Company Secretary and Compliance Officer of the Company with effect from April 11, 2025.

> Mr. Umaid Raj Tater has been resigned from the post of Directorship with effect from May 28, 2024.

> Mr. Suresh Kumar Sharma resigned from the post of Directorship from the post of Directorship of the Company with effect from May 28, 2025.

8. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 shall be published on the website of the company at www.aceedutrend.co.in.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

During the year under review, the Company has not entered into any contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013. Accordingly, there are no transactions with Promoters, Directors, Key Managerial Personnel or other related parties that could have had a potential conflict with the interests of the Company at large.

Hence, the disclosure in Form AOC-2 is not applicable and has not been annexed.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

There were four meetings of the Board held during the year:

BM No. Date
01/2024-25 28.05.2024
02/2024-25 07.08.2024
03/2024-25 12.11.2024
04/2024-25 31.01.2025

The gap between any two meetings has been less than one hundred and twenty days in all

meetings.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:

• in the preparation of the annual accounts for the year ended 31stMarch, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

• 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 as at 31st March, 2025and of the profit and loss of the company for that period;

• 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;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. STATUTORY AUDITOR

M/s Asha & Associates, Chartered Accountants (Firm Registration No. 000369N), were appointment as the statutory auditors of the Company based on their consent and certificate furnished by them in terms of Section 141 of the Companies Act, 2013, up to the conclusion of Annual General Meeting to be held in the year 2027.

The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to Companies(amendment) Act, 2017 notified on May 7, 2018.

14. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company appointed M/s Chandan Jha& Associates, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2024-25. The Report of Secretarial Auditor (Form MR-3) for the FY 2024-25is annexed to the report as Annexure-1.

15. INTERNAL AUDITOR

The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.

16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor in their audit report.

However, the following qualification mentioned by the secretarial auditor in the Secretarial Audit Report:

S. No. Auditor Remarks Management Response
1. Ms. Sushma Jain and Ms. Ruchi Sharma, independent directors in the Company have not applied to the institute for inclusion of their name in the data bank and have not passed selfassessment test as conducted by the Indian Institute of Corporate Affairs (IICA) during the year ended March 31, 2025. Hence they stand ineligible to be The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days.
appointed as such in the office of independent directors in the Company. It is a violation of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013
2. Composition of Board of Directors is not constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors because of ineligible Independent Directors. The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon.
3. Composition of Audit Committee is not constituted with proper balance consisting of a minimum of three Directors [with independent Directors forming a majority] because of ineligible Independent Directors. The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon.
4. Composition of Nomination and remuneration Committee is not constituted with proper balance consisting of three or more nonexecutive Directors out of which not less than one-half shall be independent directors because of ineligible Independent Directors. The Directors in the process of obtaining the certificate from Institute of Corporate Affairs (IICA) and will comply the provisions in coming days and the provision will comply soon.
5. Number of Meetings Mentioned in the Board Report and MGT-7 filed for the Financial year 2023-24 is different. The error occurred due to a clerical mistake and was unintentional. We will ensure that such an error does not occur in the future.
6. Ms. Himani Sharma and Mrs. Sushma Jain appointed as additional directors in the Company w.e.f 13.11.2018, 15.04.2022 respectively and were regularized in the AGM. However, till date no ROC Form for regularization has been filed to the ROC. The Company will submit ROC Form for regularization alongwith applicable fine soon.

17. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit

Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

18. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companys internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

21. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure-4.

22. COMPOSITION DETAILS & NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR

The composition of Board of Directors is following Regulation 17 of the Listing Regulations as well as the Companies Act, 2013 read with the Rules issued thereunder. The Company have optimum composition of Executive and Non-Executive Directors as on 31stMarch, 2025.

On an annual basis, the Company obtains from each Director details of the Board and Board Committee position she / he occupies in other Companies and changes, if any, regarding their Directorships. In addition, the Independent Directors provide an annual confirmation that they meet the criteria of independence as defined under Section 149(6) on an annual basis under the Companies Act, 2013.

The maximum tenure of Independent Directors is up to five consecutive years from the date of their appointment. However, they can be re-appointed for another term of five consecutive years from the date of their re-appointment.

Mrs. Himani Sharma (DIN: 08299061), director of the Company will retire at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment.

The Board of Directors along with its committees provides effective leadership and strategic guidance to the Companys management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosures.

Meetings of the Board

The Company has held such minimum number of Board in Calendar Year with maximum interval of 120 days between any two consecutive board meetings which is following the provisions of the Companies Act, 2013 (the ‘Act), Secretarial Standand-1 and Listing Regulations.

Composition of the Board of Directors as on March 31, 2025 and attendance in Board Meeting held during the year

Name & Designation Category No. of Board Meeting during the Year 2024-25
Held Attended
Monendra Srivastava Managing Director & CFO 4 4
Umaid Raj Tater Independent Director 4 1
Suresh Kumar Sharma Independent Director 4 1
Himani Sharma Director 4 4
Sushma Jain Independent Director 4 4
Ruchi Sharma Independent Director 4 3

RELATIONSHIP BETWEEN DIRECTORS

Mr. Monendra Srivastava and Mrs. Himani Sharma are related as husband and wife. No other Director is related to any other Director.

INDEPENDENT DIRECTORS MEETING

Independent Directors meet time to time without the attendance of Non-Independent Directors and members of the management of the Company inter alia, evaluated performance of the Non-Independent Directors, Chairman of the Company and the Board of Directors as a whole. They also assessed the quality, content and timeliness of flow of information between the

Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Familiarization Programme for Independent Directors

The Company has in place a structured induction and familiarization program for the Independent Directors. The Company familiarizes its Independent Directors with the Companys corporate profile, its Vision and Values Statement, organizational structure, the Companys history and milestones, latest Annual Report, Code of Conduct applicable to Directors/Senior Management employees of the Company Code of Conduct for Prevention of Insider Trading and other applicable codes along with the Sustainability Reports of the Company. They are also updated on all business-related issues and new initiatives.

At the time of appointment, an appointment letter setting out the role, duties & responsibilities, details regarding remuneration, performance evaluation process, among others, is given to the Directors. The Directors are also explained in detail the compliances required from them under the Act, Listing Regulations and other relevant regulations and their individual affirmations are taken with respect to the same.

Brief details of the familiarization program are uploaded and can be accessed on the Companys website. www. aceedutrend.co.in

COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted several Committees of Directors with specific terms of reference. The Committees operate as empowered agents of the Board as per their terms of reference that set forth the purposes, goals and responsibilities. Committee members are appointed by the Board with the consent of individual Directors. The Committees meet as often as required or as statutorily required.

Committees that are constituted voluntarily for effective governance of the affairs of the Company may also include Company executives.

(i) Details of the committees of the Board as on March 31, 2025.

Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
Mr. Monendra Srivastava (Chairman) Mrs. Sushma Jain (Chairperson) Mrs. Sushma Jain (Chairperson)
Mrs. Sushma Jain (Member) Mrs. Ruchi Sharma (Member) Mrs. Ruchi Sharma (Member)
Mrs. Ruchi Sharma (Member) Mrs. Himani Sharma (Member Mrs. Himani Sharma (Member

(ii) Details of Meetings of the Committees held during the year 2024-25

Name of the Directors No. of Committee Meeting
Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
Held Attendance Held Attendance Held Attendance
Mr. Monendra Srivastava 4 4 2 NA 1 NA
Mrs. Sushma Jain 4 3 2 2 1 1
Mrs. Ruchi Sharma 4 4 2 1 1 1
Mrs. Himani Sharma 4 NA 2 1 1 1

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management. The Committee through regular interaction with external and internal auditors and review of financial statements ensures that the interests of stakeholders are properly protected.

(i) Terms of reference

The Audit Committee functions according to its terms of reference that define its composition, authority, responsibility and reporting functions in accordance with the provisions of the Companies Act and Regulation 18 of Listing Regulations which, inter-alia, currently include the following:

1. Oversight of the Companys 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, terms of appointment of auditor of the Company;

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

4. Reviewing and examining, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Draft Auditors report including qualifications, if any

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing and monitoring, with the management, the statement of uses/ application of funds raised through an issue/ public offers (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 with the management, independence and performance of statutory and internal auditors, adequacy of the internal control systems, and effectiveness of the audit processes;

8. 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;

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

10. Reviewing the findings of any internal investigations by 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;

11. Discussion with 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;

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

13. To ensure establishment of and to review the functioning of the Whistle Blower Policy (Vigil Mechanism);

14. Approval of appointment of CFO (i.e., the whole- time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications experience &background, etc. of the candidate;

15. Approval or any subsequent modification of transactions of the Company with related parties;

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the Company, wherever it is necessary;

18. Evaluation of internal financial controls and risk management system;

19. Review of Management discussion and analysis of financial condition and results of operations;

20. Review of Management letters / letters of internal control weaknesses issued by the statutory auditors;

21. Review of Internal audit reports relating to internal control weaknesses;

22. Review of Financial statement, in particular, investments made by the subsidiary company(s);

23. Review of appointment, removal and terms of reference of Chief Internal Auditor;

24. Recommend appointment and remuneration of Cost Auditors;

25. Any other role as prescribed by the Companies Act, 2013 and the Listing Regulations.

(ii) Meetings

Audit Committee meets at least four times in a year with a gap of not more than four months between two meetings. During the year the Committee met four times i.e. on 28.05.2024, 07.08.2024, 12.11.2024, and 31.01.2025

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee, constituted under Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, functions according to its terms of reference that define its composition, authority, responsibility and reporting functions which, inter alia, include the following:

(i) Terms of Reference

1. Recommend to the board the set up and composition of the board and its committees including the formulation of the criteria for determining qualifications, positive attributes and independence of a director”. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or re-appointment of directors.

3. Devise a policy on board diversity.

4. Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this committee).

5. Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

(ii) Meetings

The Committee meets as often as required. During the year the Committee met two time on 28th May, 2024 and 31st January 2025.

Investors Grievances/Complaints

During the year, the Company didnt receive any complaint/grievance from the investors. No complaint was pending as on March 31, 2025.

Transfers, Transmissions etc. approved

During the year under review, no request had been received for share transfer/transmission. The has 3623 shareholders as on March 31, 2025.

REMUNERATION OF DIRECTORS

The Company has no stock option plans for the directors and hence, it does not form a part of the remuneration package payable to any executive and/or non-executive director.

In 2024-25, the Company did not advance any loans to any of the executive and/or nonexecutive directors

(i) Remuneration to Executive Directors

The Company has not paid any remuneration to the Executive directors for the Financial year 2024-25.

(ii) Remuneration to Non-Executive Directors

During the FY 2024-25, the Company has not paid any remuneration to the non-executive directors.

(iii) Criteria for making payment to Non-Executive Directors

Criteria for making payment to Non-Executive Director has been disseminated on our website at www.aceedutrend.co.in

23. GENERAL BODY MEETINGS

(i) The details of last three Annual General Meetings (AGM) of the Company are as follows:

(ii)

Year Date Time Venue Special Resolution Passed
2024 September 10, 2024 12:00 Noon At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar, (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 Regularisation of Mrs. Ruchi Sharma (DIN: 10643519) as Independent Director of the Company. Re-appointment of Mr. Monendra Srivastava (DIN: 07489845) as Managing Director of the Company.
2023 September 27, 2023 12:00 Noon At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar, (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 1. Reclassification of Promoters of the Company as Public Shareholders.
2022 September 17, 2022 10:00 A.M. At Maharaja Banquets Monarch Residency, A-1/20A, Paschim Vihar, (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063 1. Appointment of Mr. Prasanna L. Mohapatra as an Independent Director. 2. Appointment of Mrs. Sushma Jain as Independent Director of the Company

24. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a committee, formulate the policy and spent amount on Corporate Social Responsibility.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.aceedutrend.co.in

27. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees should be set out in the annexure to the Directors Report. As the Company has not paid any remuneration to the Directors, therefore, there is no requirement to comply with the provisions of this section.

28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to fostering an open, inclusive, and safe work environment where every employee feels valued and empowered, regardless of gender, sexual orientation, or any other personal attributes. In line with this commitment, the Company has adopted a policy for the prevention of sexual harassment, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 (“POSH Act”).

While the Company has framed an Anti-Sexual Harassment Policy in compliance with the POSH Act, it is currently not required to constitute an Internal Complaints Committee (ICC) under the said legislation, as the provisions relating to its constitution are not applicable to the Company during the year under review.

Furthermore, the Company has not received any complaints relating to workplace misconduct, including sexual harassment, during the financial year.

29. COMPLIANCE WITH THE MATERNITY BENEFIT ACT

The Company affirms its full awareness of and commitment to complying with the provisions of the Maternity Benefit Act, 1961. Although there are currently no women employees on the Companys rolls who are eligible under the Act, appropriate systems and policies have been established to ensure that all statutory benefits?such as paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements?are duly extended to eligible women employees as and when applicable. The Company remains dedicated to fostering an inclusive, supportive, and legally compliant workplace environment

30. SHARES

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

31. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2024-25 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.

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

The particulars as required under Section 134(1)(m) of the Act read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2024-25.

33. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

34. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnt have any subsidiary, joint venture or associate Company.

35. CORPORATE GOVERNANCE

The Company is not required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year.

36. LISTING OF SHARES

Your Company is listed on the Bombay Stock Exchange of India Limited.

37. NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review.

37. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report. 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.

38. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE FOR NONDISQUALIFICATION OF DIRECTORS

A certificate has been received from Chandan Jha, Company Secretaries in practice that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory/ regulatory authority. The same has been enclosed as herewith as part of Annual Report.

39. OTHER DISCLOSURES

> No applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year against the company.

> No One time Settlement made in respect of any loan from Banks and Financial Institution.

40. ACKNOWLEDGEMENTS

Your directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance at all levels.

By order of the Board
For ACE EDUTREND LIMITED
Sd/- Sd/-
Sushma Jain Himani Sharma
Director Director
DIN:08545336 DIN: 08299061
Date: 28.08.2025
Place: New Delhi

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