Ace Integrated Solutions Ltd Directors Report

To,

The Members,

ACE INTEGRATED SOLUTIONS LIMITED

The Directors of your Company are pleased to present their 28^th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors

Report thereon for the financial year ended March 31, 2025. The financial highlights for the year under review are given below:

1. FINANCIAL PERFORMANCE:

(Figure in INR Lakhs)

		Financial Year ended
PARTICULARS	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from operations	855	914	855	914
Other Income	48	44	48	44
Total Income	903	958	903	958
Expenses	1,113	921	1,113	921
Profit Before Tax	(210)	37	(210)	37
Provision for Current Tax	-	7	-	7
Deferred Tax Liability	(54)	(12)	(54)	(12)
Tax Adjustments For Prior Years	0	1	0	1
Profit After Tax	(156)	41	(156)	41

STATE OF THE COMPANYS AFFAIRS

For over 28 years, ACE Integrated Solutions has been a trusted leader in HR and recruitment, successfully completing 500+ projects across India. Building on this strong foundation, over the past five years we have diversified into Building Information Modeling (BIM) and technology solutions for major government construction projects. Today, we specialize in CAD and BIM drafting, documentation, and allied technology services, designed to meet the stringent requirements of large-scale infrastructure developments.

The year FY 2025 unfolded against a backdrop of global uncertainty. Inflationary pressures, supply chain disruptions, and geopolitical tensions challenged the world economy and disrupted trade and investment flows. Yet, amidst these headwinds, India stood out as a beacon of resilience and growth, reinforcing confidence in its long-term economic potential.

At ACE, we are strategically expanding into forward-looking divisions to strengthen our relevance and impact. Alongside our established expertise in HR Services, we are actively building new verticals in Architecture, Construction & Engineering, Mobile & Web Development, and Import & Export. These business lines are being aligned with emerging opportunities in Information Technology, Smart Class Education, Building Design, and Infrastructure Development all of which add value to our growth and sustainability.

The highlights of the Companys performance are as under:

During the year ended 31^st March 2025, the Company reported a Standalone and Consolidated total income of INR 855/- Lakh, as compared to the total income of INR 914/- Lakhs for the corresponding previous year ended 31^st March 2024.

For the year ended 31^st March 2025, the Company incurred a Standalone and Consolidated total expenditure of INR 1,113/- Lakhs as compared to a Standalone and Consolidated total expenditure of INR 921/- Lakhs for the corresponding previous period ended 31^st March 2024.

STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as

"Listing Regulations" through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2024-25, together with the Auditors Report form part of this Annual Report.

The Standalone and Consolidated Earning Before Tax (EBT) for the year ended 31^st March, 2025 amounted to INR (210) /- Lakhs as compared to Standalone Earnings Before Tax (EBT) of INR 37 /- Lakhs of corresponding period ended 31^st March 2024.

The Standalone and Consolidated Net Profit for the year ended 31^st March, 2025 INR (156) /-Lakhs as compared to Standalone Profit of INR 41/- Lakhs for the corresponding period ended 31^st March 2024.

The basic Earnings per share (EPS) on standalone and Consolidated basis for the year stood at INR (1.46) per share, as compared to INR 0.58 per share for the previous year.

DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2024 25. Your Companys policy on Dividend Distribution is available at https://aceintegrated.com/ .

TRANSFER TO RESERVE

During the year under review, no amount was transferred to reserves by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

In accordance with the provisions of sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount.

PUBLIC DEPOSITS

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this Report.

SHARE CAPITAL AND CHANGES THEREON

The Authorised Share Capital as on 31^st March, 2025 was INR 11,00,00,000/- divided into 1,10,00,000 Equity shares.

The Paid-up share capital as on 31^st March, 2025 was INR 10,20,00,000/- divided into 1,02,00,000 Equity Shares.

DEPOSITORY SYSTEM

All 1,02,00,000 (Rupees One Crore and Two Lakh) equity shares of the Company are in dematerialized form as on March 31, 2025. No share of the Company is held in physical mode.

LISTING

Your Company is listed on NSE Platform of National Stock Exchange of India Limited (NSE Main Board) w.e.f. November 04, 2022. The Company has paid the applicable listing fees to the Stock Exchange till date.

SUBSIDIARY, ASSOCIATES & JOINT VENTURE COMPANIES

A report on the performance and financial position of the subsidiary Company and the contribution made by it, as included in the consolidated financial statements, is presented in Form AOC 1, which is attached to this Report as Annexure I. Additionally, a detailed update on the business operations of the Companys key operating subsidiaries and associate company is provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of this Annual Report.

Ace Prometric Solutions Private Limited, a wholly owned subsidiary, has been shown struck off from the records of the Ministry of Corporate Affairs ("MCA") and the status of the company on the MCA portal is reflecting as Strike Off. However, Our Company are presently awaiting receipt of the final order from the Registrar of Companies (ROC) in this regard.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has established robust internal control systems to ensure the integrity of financial reporting, compliance with applicable laws, and the efficiency of operations. These controls are regularly reviewed and updated to adapt to changing business environments and regulatory requirements. The audit committee periodically reviews the adequacy and effectiveness of the internal controls and risk management processes.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. M/s. P. Rastogi & Co. Chartered Accountants (FRN: 028122N), was appointed as Internal Auditors for conducting the Internal Audit for the financial year 2023-24 to 2027-28 of key functions and assessment of Internal Financial Controls etc. The audit is based on an internal audit plan and approved by the Audit Committee

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on the Companys website at https://aceintegrated.com/Investors/Annual-Return

REPORTING OF FRAUDS BY AUDITOR

During the period under review, the Statutory Auditor has not reported any instances of fraud committed in the Company by its officers or employees to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this report.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014 forms part of this Boards Report and is annexed as Annexure-II.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year ended on March 31, 2025 were on an arms length basis and were in the ordinary course of business and not material in nature under Section 188(1) of the Act and the Listing Regulations and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on with Related Party Transactions and the same has been placed on the website of the Company at www.aceintegrated.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013, Corporate Social Responsibility Policy is not applicable to your Company. Accordingly, the CSR Committee was not constituted.

REGISTERED OFFICE

The Registered office of the Company is situated at B-13, DSIDC Complex, Functional Industrial Estate, Industrial Area Patparganj, New Delhi-110092.

There was no change in the address of Registered office during the Financial Year 2024-25.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

S. No. NAME	DESIGNATION
1 Mr. Chandra Shekhar Verma (DIN: 01089951)	Managing Director
2 Mrs. Amita Verma@ (DIN: 01089994)	Whole-time Director
3 Mr. Kumar Vishwajeet Singh (DIN: 03334038)	Non-Executive Independent Director
4 Ms. Shivani Chandra (DIN: 09623919)	Executive Director
5 Mr. Rajeev Ranjan Sarkari (DIN: 08804128)	ED cum CEO
6 Mr. Nitinkumar Radheshyam Sharma (DIN: 06442840)	Non-Executive Independent Director
7 Mr. Korudi Jagga Rao (DIN: 10085289)	Non-Executive Independent Director
8 Mrs. Ritika Srivastava (DIN: 10294180)	Non-Executive Independent Director
9 Mr. Rahul Chauhan*	Company Secretary
10 Ms. Ankita Sharma#	Company Secretary
11 Mr. Rohit Goel	Chief Financial Officer (CEO)

@Mrs. Amita Verma was re-appointed as Whole-time Director (WTD) for a further period of 5 (five) with effect from August 28, 2024. *Mr. Rahul Chauhan resigned from the position of Company Secretary with effect from December 12, 20224. #Ms. Ankita Sharma was appointed as a Company Secretary of the Company w.e.f. February 13, 2025

RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Provisions of retire by rotation of Directors is applicable to the Company, accordingly appointment of Mrs. Amita Verma (DIN: 01089994) is proposed as director retirement by rotation in the 28^th AGM of the Company.

CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Sr. Name of Director & KMP	Effective Date of Change	Nature of Change	Change of Designation	Designation
1 Mr. Rahul Chauhan	12/12/2024	Resignation	-	Company Secretary
2 Ms. Ankita Sharma	13/02/2025	Appointment	-	Company Secretary

INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs ("IICA") at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. Accordingly, all the Independent Directors of the Company registered their names with data bank of IICA. The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS.

During the year under review, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board of Directors, all the Independent Directors, including those appointed/re-appointed during the year, are persons of high repute, integrity and possess the relevant proficiency, expertise and experience in their respective fields.

MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Board of Directors duly met 6 (Six) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

S. No.	Types of Meeting	Date of Meeting
1.	Board Meeting	29.05.2024
2.	Board Meeting	13.08.2024
3.	Board Meeting	28.08.2024
4.	Board Meeting	13.11.2024
5.	Board Meeting	13.02.2025
6.	Board Meeting	21.03.2025

The Committees Meetings were also held during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

AUDIT COMMITTEE MEETINGS

The members of Audit Committee duly met 5 (Five) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows: -

S. No. Types of Meeting Date of Meeting

1. Audit Committee Meeting 29.05.2024

2. Audit Committee Meeting 13.08.2024

3. Audit Committee Meeting 13.11.2024

4. Audit Committee Meeting 13.02.2025

5. Audit Committee Meeting 21.03.2025

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

The members of Stakeholders Relationship Committee duly met 4 (Four) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows: -

S. No. Types of Meeting Date of Meeting

1. Stakeholders Relationship Committee Meeting 29.05.2024

2. Stakeholders Relationship Committee Meeting 13.08.2024

3. Stakeholders Relationship Committee Meeting 13.11.2024

4. Stakeholders Relationship Committee Meeting 13.02.2025 No complaints were received from the shareholders during the year 2024-25.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

The members of Nomination and Remuneration Committee duly met 3 (three) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows: -

S. No. TYPES OF MEETING DATE OF MEETING

1. Nomination and Remuneration Committee Meeting 29.05.2024

2. Nomination and Remuneration Committee Meeting 28.08.2024

3. Nomination and Remuneration Committee Meeting 13.02.2025

CONSTITUTION OF COMMITTEES

The constitution of Audit Committee was changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Name of Directors	Designation in Committee	Nature of Directorship
Mr. Nitinkumar Radheshyam Sharma	Chairman	Non-executive Independent Director
Mr. Kumar Vishwajeet Singh	Member	Non-executive Independent Director
Mr. Korudi Jagga Rao	Member	Non-executive Independent Director
Mrs. Ritika Srivastava	Member	Non-executive Independent Director

The constitution of Stakeholders Relationship Committee has been changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Name of Directors	Designation in Committee	Nature of Directorship
Mr. Korudi Jagga Rao	Chairman	Non-executive Independent Director
Mr. Kumar Vishwajeet Singh	Member	Non-executive Independent Director
Mr. Nitinkumar Radheshyam Sharma	Member	Non-executive Independent Director
Mrs. Ritika Srivastava	Member	Non-executive Independent Director

The constitution of Nomination and Remuneration Committee has been changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Name of Directors	Designation in Committee	Nature of Directorship
Mr. Nitinkumar Radheshyam Sharma	Chairman	Non-executive Independent Director
Mr. Kumar Vishwajeet Singh	Member	Non-executive Independent Director
Mr. Korudi Jagga Rao	Member	Non-executive Independent Director
Mrs. Ritika Srivastava	Member	Non-executive Independent Director

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate Meeting of Independent Directors was held on January 29, 2025.

PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-III

EMPLOYEES STOCK OPTION PLAN

The Company has not provided stock options to any employee during FY 2024-25.

NOMINATION & REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. Nomination and Remuneration Policy approved by the Board forms part of this Report and such policy can be accessed at www.aceintegrated.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177 of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-Blower Policy is already adopted by Board of Directors of the Company which enables the Directors and Employees to report instances of unethical behavior, fraud or violation of Companys Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization.

EVALUATION OF BOARD/BOARD COMMITTEES

The annual performance evaluation of the Board, including assessments of board committees and individual directors, is carried out in accordance with the Companies Act, 2013, and SEBI Listing Regulations. Following the SEBI guidance note on Board Evaluation from 05^th January 2017, a structured questionnaire is developed, focusing on various aspects such as board functioning, composition, culture, execution of duties, and governance.

In a separate meeting of independent directors held on 29^th January, 2025, the independent directors evaluated the performance of non-independent directors, the board as a whole; and the Chairman of the Company, taking into account the views of executive Directors and non-executive Directors.

Additionally, the information flow between Management and the Board was assessed for quality, quantity, and timeliness.

Thereafter, the Nomination and Remuneration Committee evaluated the performance of the Board, Independent Directors, Key Managerial Personnel, and Senior Management, considering criteria such as preparedness, meaningful contributions, and key result areas and the Board of Directors of the Company reviewed the performance as evaluated by the Nomination and Remuneration Committee and the Independent Directors. Further the Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Based on the evaluation, the performance of the Board, Individual Directors, KMP, and Senior Management Personnel was considered to be highly satisfactory.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

In accordance with the Listing Regulations, it is mandatory for the top one thousand (1,000) listed entities based on market capitalization, made a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the SEBI from time to time (by market Capitalisation) in respect of reporting on ESG (Environment, Social and Governance) parameters. Since, Our Company do not fall under this criteria the Business Responsibility & Sustainability Report for FY 2024-2025 is not applicable to the Company.

CODE OF CONDUCT

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct (the Code) for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law. All members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2025. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Companys website www.aceintegrated.com

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Ace Integrated Solutions limited, and cautions them on consequences of violations.

FAMILARIZATION OF INDEPENDENT DIRECTORS

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.aceintegrated.com. All the Independent Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

POLICY FOR PRESERVATION OF DOCUMENTS

The Company has Policy for preservation of documents and available on the website of the Company at www.aceintegrated.com

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

The Board of Directors has approved the terms and conditions for appointment of Independent Directors in the Company. The Terms and Conditions are available on the website of the Company at www.aceintegrated.com.

AUDITORS

STATUTORY AUDITORS

SANMARK & ASSOCIATES, CHARTERED ACCOUNTANTS (FRN 003343N), Statutory Auditor of the Company was appointed by the members in the 25^th Annual General Meeting for a term of 5 (five) consecutive years i.e., from Financial Year 2022-23 to 2026-27 to hold office from the conclusion of 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting of the Company to be held in the calendar year 2027.

AUDITORS REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended March 31, 2025 do not contain any qualification, reservation or adverse remark therefore not required any explanation or comment.

SECRETARIAL AUDITORS

According to the provisions of section 204 of the Companies Act, 2013, M/s. Atiuttam Singh & Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) was appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 for Financial Year 2024-25 is annexed as Annexure-IV. The Secretarial Audit Report for the Financial Year ended on March 31, 2025 issued by Secretarial Auditor, do not contain any qualification, observation, reservation or adverse remarks therefore not required any explanation or comment.

Further in Compliance with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the year ended March 31, 2025, issued by M/s. Atiuttam Singh & Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) is annexed as Annexure-V. The same was filed with Stock Exchange (NSE) on May 29, 2025.

In accordance with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 ,SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated December 31, 2024 (‘SEBI Circular), and as per regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, if any, amended from time to time, The Board of Directors in its meeting held on May 29, 2025, has appointed M/s. Atiuttam Singh & Associates, Peer reviewed firm of Practicing Company Secretaries (M. No. 8719 and COP No. 13333), as Secretarial Auditors of the Company for a term of five (5) consecutive years to hold office from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting to be held in the year 2030, i.e. from financial year ending March 31, 2026 till financial year ending March 31, 2030.

INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013 the Board re-appointed M/s. P. Rastogi & Co., Chartered Accountants (FRN: 028122N) as an Internal Auditor of the Company for the period of 5 (five) years to conduct Internal Audit for the financial years 2024-25 to 2028-29 and they perform their duties of internal auditors of the Company and their report are reviewed by the audit committee from time to time.

COST AUDITORS

The provisions of Cost Audit are not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, form part of Board Report and is annexed as Annexure-VI.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, the Company has not received any significant order, demand or notice from any Regulatory Authority, Courts or tribunals impacting the going concern status and operations of the Company in future.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of

Unpublished Price Sensitive Information and trading in security by insiders.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that: -

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

iii. 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;

iv. The directors have prepared the annual accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has well-defined internal control system commensurate with size and scale of operation to support the business operations and to ensure statutory compliance. The internal audit is carried out by a professional firm whose function is defined through internal audit charter, which includes inter alia transaction audit, systems audit and process audit. In order to maintain the independence and objectivity, the internal audit function directly reports to the Audit Committee.

The Companys internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of March 31, 2025. The detailed annual internal audit plan is rolled out and the same was approved by the Audit Committee. Suitable internal checks have been built in to cover all monetary transactions with proper delineation of authority, which provides for checks and balances at every stage.

Your Company has an Audit Committee of Directors to review financial statements to shareholders. The role and terms of reference of the Audit Committee cover the areas mentioned under the SEBI Listing Regulations and Section 177 of the Act, details of which are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The Company is committed to provide protection against sexual harassment of women at workplace (including employee or any other women visiting worksite for any other purpose).

The summary of sexual harassment complaints during the financial year is as follows:

Particulars	Nos.
Number of complaints of sexual harassment received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of cases pending for more than 90 days	Nil

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws. The summary of maternity benefit-related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	3
Number of women employees eligible for Maternity Benefit	0
Number of women employees who availed Maternity Benefit	0

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024 25, the Company received 1 (One) complaints/queries from shareholders through various channels including the SEBI SCORES platform. All complaints were resolved promptly and satisfactorily. As on March 31, 2025, there were no pending complaints. A summary of shareholder complaints is provided below:

Particulars	Nos.
Number of Complaints Received at the Beginning of the Financial Year	0
Number of Complaints at the Received During Financial Year	0
Number of Complaints at the Resolved During Financial Year	0
Number of Complaints Pending at the End of the Financial Year	0

INSURANCE

The Company has taken appropriate insurance for all assets.

CORPORATE GOVERNANCE

Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. Corporate governance to the Company guides the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

A detailed Report on Corporate Governance along with a Certificate from a Company Secretary in Practice regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report as Annexure VII.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states, where the company has its operations. We also take this opportunity to thank our bankers for their continuous support to the company. We also thank our esteemed customers & clients, vendors and investors for their continued support during the year. We also take this opportunity to place on record appreciation of the contribution made by our employees at all levels. Our growth demonstrates their commitment, handwork, support, and cooperation.

For and on behalf of the Board of Directors
M/s ACE INTEGRATED SOLUTIONS LIMITED
	Sd/-	Sd/-
Date: 29.08.2025	Chandra Shekhar Verma	Amita Verma
Place: Delhi	(Managing Director)	(Director)
	DIN: 01089951	DIN: 01089994