Ace Engitech Ltd Directors Report

To,
The Members,
Ace Engitech Limited

Your directors have pleasure in presenting the 35th Annual Report on the business and operations of the company together with the Audited Financial Statements and the Auditors Report thereon for the financial year ended on March 31, 2026.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended on March 31, 2026.

(Amount in Lakhs)

Particulars	2025-26	2024-25
Total Revenue	0.87	2.55
Less: Total Expenditure	29.66	50.64
Net Profit/ (Loss) Before Tax	(28.80)	(48.09)
Less: Provision for Tax	-	-
Net Profit/ Loss After Tax	(28.80)	(48.09)

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year under review, your company has incurred losses of Rs. 28.80/- Lakhs in financial year 2025-26 as compared to losses incurred in Previous financial Year 2024-25 of Rs. 48.09/- Lakhs during the reporting period. Your Directors and Management along with the entire team are taking all possible action to sustain our financial growth and business operational developments in spite of all adverse external conditions & competition. Your Companys management is trying their best to improve companys performance in the coming years.

3. LISTING STATUS

The Company is listed on BSE Limited, (Scrip Code: 530669). The annual listing fee has been paid within time as required under Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

During the finacial year under review, the company has applied for alteration in the Objects Clause of the Memorandum of Association and same was approved by ROC, Central Processing Centre, Manesar, Haryana.

Alteration of Object Clause of the Memorandum of Association of the Company.

The Board is of the view that Company should widen its scope by undertaking activities in new sectors. The Board keeps on considering from time to time proposals for diversification into areas which would be profitable for the Company as part of diversification Plans. For this purpose, the object Clause of the Company, which is presently restricted in scope, requires to be comprehensive so as to cover a wide range of activities to enable your Company to consider embarking upon new projects and activities. The alteration in the Objects Clause of the Memorandum of Association as set out in the Resolution is to facilitate diversification. This will enable the company to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the company. The "Main Object" clause of the Memorandum of Association of the Company is being amended by adding of sub-clauses in Clause III (A). The Board at its meeting held on November 14, 2024 has approved alteration of the MOA of the Company subject to Members approval for the same.

In view of the above, the company has changed its object clause by passing of resolutions through postal ballot by way of remote e-voting process by members of the company on Thursday, March 20, 2025, results of which were declared on Monday, March 24, 2025. and in this regard the Registrar of Companies (Hereinafter referred as "ROC"), Central Processing Centre, Manesar, Haryana has issued the certificate of registration confirming alteration in Object Clause dated April 30, 2025.

A copy of the altered Memorandum and Articles of Association are available for inspection by the members at the registered office of the Company during normal business hours on all working days and is also available on the website of the Company at www.aceengitech.com.

You can write to the companys registered mail id i.e., aceengitechlimited@gmail.com for the electronic inspection and the soft copy thereon. The same will be provided to you by the Company Secretary of the Company.

5. DIVIDEND

During the Financial year, due to inadequate profits and corporate restructuring processes going on into the company, the directors regret their inability to recommend any dividend for the year under review.

6. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there is no change in nature of business of the company.

7. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company does not propose to transfer any amount to the General Reserves for the financial year under review.

8. CHANGES IN SHARE CAPITAL

During the financial year under review the paid-up share capital of the company stood at Rs. 85,88,840/- (Eighty-Five Lakh Eighty-Eight Thousand Eight Hundred Forty only) divided into 8,58,884 (Eight Lakh Fifty-Eight Thousand Eight Hundred Eighty-Four) Equity Shares of Rs. 10/- (Rupees ten only) Each.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.aceengitech.com

10. INFORMATION ABOUT SUBSIDIARY /JV/ ASSOCIATE COMPANY

During the year under review, there was no associate, Joint Venture and subsidiary Company.

11. DIRECTORS AND KMP

The details of directors and Key managerial personnel (KMPs) appointed / resigned during the financial year 2025-26 are hereunder:

? Completion of tenure of Mr. Nagendra Nagraj Nallu (DIN:07733329) as an Independent Director of the company. He served the company as an Independent Director upto 30.03.2026. Re-appointment of Mr. Hemant Bohra (DIN: 03559879) whose tenure as an Independent Director of the Company was completed on March 30, 2026 and was re-appointed by the Board of Directors in their meeting held on dated August 27, 2026 w.e.f. March 31, 2026 as an Independent Director of the Company to hold office for a term of 5 (five) years up to March 30, 2031 and whose office shall not be liable to retire by rotation. As per the provisions of Companies Act, 2013 Mr. Dinesh Kumar Bohra (DIN: 02352022), Director of the company in the current term, being the longest-serving

member and who is liable to retire by rotation, being eligible, seeks reappointment. The Board recommends his reappointment.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review.

Further, we hereby confirm that there were no other changes took place after the closure of financial year and till the date of this report except as stated below.

Mr. Sachin Nagendra Singh (DIN: 11058137) was appointed as an Additional (Independent) director on the board of the company pursuant to the provisions of Section 161(1), 149 of the Companies Act, 2013 ("Act") read with rules made thereunder in the meeting of Board of Directors held on August 27, 2026 to hold office up to the date of ensuing Annual General Meeting.

Considering his performance on the board and based on the recommendation of the Nomination and Remuneration Committee after taking into account his performance evaluation, the Board of Directors at their meeting held on August 27, 2026 approved the appointment of Mr. Sachin Nagendra Singh (DIN: 11058137) as an Additional Director in the capacity of Independent Director of the Company, subject to the approval of members of the Company in general meeting to be held in September 2026, pursuant to the provisions of Section 149 read with Section 152 of the Act, to hold office for a term of 5 (five) consecutive years commencing from August 27, 2026 and not liable to retire by rotation.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Companys business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Companys Policy for Selection of Directors and determining Directors independence. The Board considers the Committees recommendation and take appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she is independent of the management and meets the criteria of independence as provided under the Companies Act, 2013 read with rules made there under, Code of Conduct and Schedule IV and applicable regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified making them eligible to act as Independent Directors and give such declaration as per section 149 (6) of the Companies Act, 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

2025, August 30, 2025, November 11, 2025 and February 11, 2026.

As per applicable laws and regulations the Board shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and compliances of Secretarial Standards-1 (SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

14. MEETINGS OF THE INDEPENDENT DIRECTORS

A meeting of Independent Directors was held on February 11, 2026 without the presence of the Non-Independent Directors and members of management. This Meeting was conducted to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by all the Independent Directors.

15. BOARD COMMITTEES

In accordance with the provisions and requirement of Section 173 of the Companies Act, 2013 and Securities and Exchange Board of India, (Listing Obligations and Disclosures Regulations), 2015 hereinafter referred "SEBI, (LODR), 2015 the company has constituted the Board properly along with following directors.

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of Meetings attended
1.	Mr. Abhishek Dinesh Bohra	Chairman	Managing Director	6	6
2	Mr. Dinesh Kumar Bohra	Director	Director and Chief Financial Officer	6	6
3.	Ms. Sonali Gupta	Director	Director (Non-Executive)	6	6
4.	Mr. Hemant Bohra	Independent Director	Independent Director (Non-Executive)	6	6
5.	Mr. Nagendra Nagraj Nallu	Independent Director	Independent Director (Non-Executive)	6	6
6.	Mr. Ganesh Bhanudas Bhayde	Independent Director	Independent Director (Non-Executive)	6	5

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee comprises of 2 (two) Independent Directors and 1 (one) non-Executive Director. Therefore, the Company has properly constituted an Audit Committee.

During the year, the Audit committee Members have duly met five times on: May 23, 2025, August 04, 2025, August 30, 2025, November 11, 2025 and February 11, 2026. The necessary quorum was present in all the meetings.

The Audit Committee constitute following members: All the Members of the Audit Committee possess financial/accounting expertise/exposure.

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Mr. Hemant Bohra	Chairman	Director (Independent)	5	5
2.	Mr. Nagendra Nagraj Nallu	Member	Director (Independent)	5	4
3.	Mr. Dinesh Kumar Bohra	Member	Director (Non-Executive) and Chief Financial Officer (CFO)	5	5

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committees meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.
The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

? Terms of reference of Audit Committee:

? the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

? review and monitor the auditors independence and performance, and effectiveness of audit process;

? examination of the financial statement and the auditors report;

? approval or any subsequent modification of transactions of the Company with related parties;

? scrutiny of inter-corporate loans and investments;

? valuation of undertakings or assets of the Company, wherever it is necessary;

? evaluation of internal financial controls and risk management systems;

? Monitoring the end use of funds raised through public offers and related matters.

? review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;

? reviewing the statements of significant related party transactions submitted by the management.

? review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same.

? review and approve policy on materiality of related party transactions and also dealing with related party transactions.

Audit Committee Recommendation

? During the year, all recommendations of the Audit Committee were duly accepted by the Board.

? NOMINATION AND REMUNERATION COMMITTEE

? The company has a Nomination and Remuneration Committee in accordance to Section 178 of the Companies Act, 2013; Members of this Committee possess sound expertise/knowledge/ exposure.

? Two meetings of the Nomination and Remuneration Committee were held during the year under review on August 04, 2025 and August 30, 2025. The details of

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

meetings and attendance were duly minuted. The necessary quorum was present in the meeting. ? The Nomination and remuneration committee comprised of the following members during the year under the review: -

S. No.	Name of the Director	Designation	Nature of Directorship	No. of Meetings entitled to attend	No. of meetings attended
1.	Ms. Sonali Gupta	Chairperson	Director (Non-Executive)	2	2
2.	Mr. Hemant Bohra	Member	Independent Director (Non-Executive)	2	2
3.	Mr. Nagendra Nagraj Nallu	Member	Independent Director (Non-Executive)	2	2

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Terms of reference of Nomination and Remuneration Committee:

? 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 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;

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

? Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

? Decide the amount of Commission payable to the Whole time Directors;

? Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.;

? To formulate and administer the Employee Stock Option Scheme.

? STAKEHOLDERS RELATIONSHIP COMMITTEE

? The company has a Stakeholders Relationship Committee in accordance to Section 178 of the Companies Act, 2013 for looking into the grievances of shareholders and investors of the company.

? Members of this Committee possess sound expertise / knowledge / exposure.

? Four meetings of the Stakeholders Relationship Committee were held during the year on May 23, 2025, August 04, 2025, November 11, 2025 and February 11, 2026. The necessary quorum was present in the meeting.

? The Stakeholders Relationship Committee comprised of the following members during the year under the review:

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Ms. Sonali Gupta	Chairperson	Director (Non-Executive)	4	4
2.	Mr. Hemant Bohra	Member	Director (Non-Executive)	4	4
3.	Mr. Nagendra Nagraj Nallu	Member	Director (Non-Executive)	4	3

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Terms of reference of Stakeholders Relationship Committee:

The terms of reference of Stakeholders Relationship Committee, inter alia, include resolving the grievances of the security holders of the listed entity, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the listed entity, in respect of various services being rendered by the Registrar & Share Transfer Agent; review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends, and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company. The remit of the Stakeholders Relationship Committee is to consider and resolve the grievances of the security holders of the Company, including complaints related to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.

Oversee and review all matters connected with the transfer of the Companys securities (physical and/or demat), non-receipt of annual report, non-receipt of declared, dividend, etc.;

Approve issue of the Companys duplicate share / debenture certificates;

Monitor redressal of investors / shareholders / security holders grievances and review any other related matter, which the Committee may deem fit in the circumstances of the case, including the following:

i. Change of name(s) of the Members on share certificates
ii. Consolidate share certificates
iii. Delete name(s) of guardian(s)
iv. Delete name(s) from share certificates
v. Dematerialise shares
vi. Issue duplicate share certificates
vii. Replace shares
viii. Split-up shares
ix. Transfer of shares

x. Transmit shares
xi. Transpose shares

Recommend methods to upgrade the standard of services to investors;

? Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

? Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

? Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.

? Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

? Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

? Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.

? Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

? Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

•Details of Complaints:

No. of Complaints received and solved during the year- Nil
No. of complaints pending as on March 31, 2026.- Nil

Company Secretary of the Company acts as the Secretary of the Committee.

16. REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated criteria for Determining Qualifications, positive Attributes and independence of directors as well as Nomination and

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

Remuneration Policy of the company as mandated under Section 178 (3), (4) of the Companies Act, 2013. The above referred policy is available on the website of the company and can be accessed at https://www.aceengitech.com/corporate-governance/

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the board of directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance. This Policy provides a framework for:

? To guide the Board and lay down criteria in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

? To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

? To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

? To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

? To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

? To devise a policy on Board diversity.

? To develop a succession plan for the Board and to regularly review the plan.

? To assist the Board in fulfilling all related responsibilities.

The Nomination and Remuneration Policy has been formulated in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which at least one half shall be Independent. The Chairman of the Committee shall be an Independent Director.

The Board has the power to reconstitute the Committee consistent with the Companys policy and applicable statutory requirement.

17. FORMAL ANNUAL EVALUATION

The Report of every listed company and other prescribed class of public companies shall include a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.
In this regard, the Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The

Registered Office: Flat No. 408, Second Floor, Anand Chamber, Baba Harishchandra Marg, Raisar Plaza, Indira Bazar, Jaipur-302001, Rajasthan

said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing & testing assumptions, Industry & Business knowledge, Functional expertise, Corporate Governance, Development of Strategy & Long Term Plans, Inputs in strength area, Directors obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors carried out annual performance evaluation of the non-independent directors and the Board as a whole. The performance of each Committee was evaluated by the Board.

18. AUDITORS AND REPORTS THEREON

STATUTORY AUDITOR

M/s Rajvanshi & Associates (FRN: 005069C) Chartered Accountants the Statutory Auditor of the Company were appointed in the 29th Annual General Meeting of the company held on September 26, 2020 pursuant to the provisions of Section 139, 142 and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 to conduct the audit of companys accounts for a period of Five (5) years commencing from the conclusion of 29th AGM till the conclusion of 34th Annual General Meeting to be held in the calendar year 2025 at the remuneration as determined by the board on recommendation of the Audit Committee.

Pursuant to the provisions of Section 139, 142 of the Companies Act, 2013, and the Companies (Audit & Auditors) Rules and other applicable provisions if any and applicable regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has recommended to the members, the re-appointment of M/s Rajvanshi & Associates (FRN: 005069C), Chartered Accountants as the Statutory Auditor of the Company, for a second term of 5 (five) consecutive years from the conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting. Accordingly, members of the company had approved the re-appointment of M/s. Rajvanshi & Associates (FRN: 005069C) Chartered Accountants as Statutory Auditor in the 34th AGM of the Company held in the year 2025.

The Auditors Report does not contain any qualification, reservation or adverse remark. Further, the observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and need no elaboration. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

Further, pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act and that they are not disqualified for such appointment under the provisions of applicable laws.

SECRETARIAL AUDITOR

Pursuant to provisions of the section 204 of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s Gupta Shruti & Associates, Company Secretaries (FRN: S2015RJ323300) as Secretarial Auditor for the financial year ended on March 31, 2026.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and Regulation 24 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has recommended to the members, the appointment of M/s. Gupta Shruti & Associates (Firm Registration No. S2015RJ323300), a proprietorship firm of Company Secretaries in practice, as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting. Accordingly, members of the company had approved the appointment of M/s. Gupta Shruti & Associates as Secretarial Auditor in 34th AGM of the Company held in year 2025.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2025-26, in form MR-3, is annexed to this report as "Annexure - 1". The Secretarial Auditor Report do not contains observations/qualifications thereon. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made there under the Board of Directors appointed M/s Shubham Kaushik & Co., (FRN: 151830W) Chartered Accountants, Mumbai as an "Internal Auditor" of the company for conducting Internal Audit for the financial year 2025-26.

During the year under review, the Internal Audit Report were received by the Company for the year ended as on March 31, 2026 and were placed before the Audit Committee and Board for their review from time to time. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

Further, the Board of Directors has approved the re-appointment of M/s Shubham Kaushik & Co., (FRN: 151830W) Chartered Accountants, Mumbai as an "Internal Auditor" for conducting Internal Audit for the financial year 2026-27.

19. LOANS, GUARANTEES AND INVESTMENTS

The company has not given any guarantee or provided any security in connection with a loan during the year under review. Further, particulars of Loans given and investments made by the company are given under Note no. 3 respectively of the Financial Statements of the company forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the company during the financial year were on an arms length basis and were in the ordinary course of business. All such contracts or arrangements, wherever required, have been approved by the Audit Committee and the Board. The company has not entered into any transaction with the related parties, which are not at arms length.

The details of the related party transactions as required are set out in the financial Statements of the company forming part of this Annual Report.

During the Financial year 2025-26, the company has entered into contract or arrangement in the nature of Related Party Transaction under sub-section (1) of section 188 of the Companies Act, 2013 and thus disclosure in Form AOC-2 is annexed to this report as "Annexure - 2"

21. PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits set out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure- 3".

Furthermore, the disclosures pertaining to remuneration of Top Ten Employees are provided in the Annual Report as "Annexure- 4".

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of Listing Regulations, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is provided in this Annual Report as "Annexure- 5".

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014 is furnished in "Annexure- 6" and is attached to this Report.

24. ORDER OF COURT OR REGULATOR OR TRIBUNAL

During the year under review The "Main Object" clause of the Memorandum of Association of the Company is being amended by adding of sub-clauses in Clause III (A). The Board at its meeting held on November 14, 2024 has approved alteration of the MOA of the Company subject to Members approval for the same.

In view of the above, the company has changed its object clause by passing of resolutions through postal ballot by way of remote e-voting process by members of the company on Thursday, March 20, 2025, results of which were declared on Monday, March 24, 2025. and in this regard the Registrar of Companies (Hereinafter referred as "ROC"), Central Processing Centre, Manesar, Haryana has issued the certificate of registration confirming alteration in Object Clause dated April 30, 2025.

Except, the above-mentioned details, there were no significant and material orders passed by any regulators or courts or Tribunals impacting the going concern status and companys operations during the year and the date of the finalization of this Annual Report.

25. DEPOSITS

In terms of the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 the Company has neither invited nor accepted or renewed any fixed deposits from public during the year under review.

26. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every woman working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The 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 and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Internal

Complaints Committee of the Company has not received any complaint of sexual harassment during the Financial Year under review.

As per Secretarial Standard-4, the Company state that it has complied with the provision relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2025-26.

Number of complaints pending at the beginning of the Financial Year: NIL
Number of complaints received during the Financial Year: NIL
Number of complaints disposed off during the Financial Year: NIL
Number of complaints unsolved at the end of the Financial Year: NIL

27. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;
b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance is not applicable to the Company and it also does not form part of the Annual Report.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism provides a channel to the employees and Directors to report to the management, concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Policy can be accessed on the Company website at following link https://www.aceengitech.com/corporate-governance/

During the year, no whistle blower event was reported and mechanism is functioning well.

29. RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects.

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation of such risks.

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

The internal financial control systems are commensurate with the size and nature of its operations. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

Further, companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

31. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the directors and Non-executive Directors, Executive directors, Senior Management Personnel and Key Managerial Personnel (SMPs and KMPs). The code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code of Conduct is available on the Companys website https://aceengitech.com/investors/

Further, a confirmation provided that all Directors, KMPs and SMPs have confirmed compliance of code of conduct for the year ended on March 31, 2026.

32. SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

34. OTHER DISCLOSURES

Other Disclosures with respect to Boards Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013, the Rules notified thereunder or any other applicable provisions are either NIL or NOT APPLICABLE.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the all the Stakeholders of the company who had maintained their faith in the management of the company during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Date: August 27, 2026

Place: Jaipur

For and on behalf of the Board of Director

DIN: 10673261

Dinesh Kumar Bohra

Director and CFO

DIN: 02352022