Ace Integrated Solutions Ltd Directors Report

- COMMITTEES OF THE BOARD

As required under the Companies Act, 2013 and the SEBI Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

- RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder, Rajeev Ranjan Sarkari (DIN: 08804128), Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Rajeev Ranjan Sarkari (DIN: 08804128), as Director for the approval.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

- PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission as applicable and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Board/Committee(s) of the Company, if any.

- CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Board of Directors and Key Managerial Personnel of the Company.

Changes after the close of the Financial Year

Subsequent to the close of the financial year and up to the date of this Report, the board of the director subject to approval of shareholder in ensuing AGM of Company, approved:

• Re-appointment of Mr. Kumar Vishwajeet Singh (DIN - 03334038) as the Non-Executive Independent Director of the Company for a second consecutive term of five years with effect from August 30, 2026, not liable to retire by rotation;

• Re-appointment of Mr. Chandra Shekhar Verma (DIN: 01089951) as Chairman & Managing Director of the Company for a term of 5 (Five) consecutive years with effect from June 30, 2026, liable to retire by rotation.

• Re-appointment of Mr. Rajeev Ranjan Sarkari (DIN: 08804128) as the Chief Executive Officer(CEO) of the Company with effect from April 21, 2026, liable to retire by rotation.

The Board places on record its appreciation for the valuable guidance and contribution made by the Directors and Key Managerial Personnel during their association with the Company.

- BOARD MEETINGS

During the year under review, Five (5) Meetings of the Board of Directors were held, details of which are provided in the Corporate Governance Report, which forms part of this Annual Report. The gap between two consecutive Meetings did not exceed 120 days, in compliance with the Companies Act, 2013 and the SEBI Listing Regulations.

- MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors were met on February 10, 2026.

The Independent Directors at the Meeting, inter alia, reviewed the following: • Performance of NonIndependent Directors and Board as a whole. • Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. • Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

- FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has adopted a familiarization program for Independent Directors with the objective of making the Independent Directors of the Company accustomed to the business and operations of the Company through various structured orientation programs. The familiarization program also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to make well- informed and timely decisions. The details of the Familiarization program undertaken have been uploaded on the Companys website at -

- DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during Financial Year 2025-26.

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

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 have prepared the annual accounts on a going concern basis;

e) 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.

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

- BOARD EVALUATION:

23. 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.

Further the observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment. There are no qualifications or adverse remarks in the Auditors Report.

AUDITORS REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended March 31, 2026 do not contain any qualification, reservation or adverse remark therefore not required any explanation or comment.

COST AUDITOR

During the Financial Year 2025-26, the Company has maintained and prepared the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Further, the requirement of Cost Audit does not apply to the Company for the Financial Year 2025-26.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Atiuttam Singh & Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) as Secretarial Auditor of the Company in the 28^th Annual General Meeting 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.

The Secretarial Audit Report for the Financial Year ended on March 31, 2026 issued by Secretarial Auditor, do not contain any qualification, observation, reservation or adverse remarks therefore not required any explanation or comment.

The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued by the Secretarial Auditor, does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Boards Report as Annexure 4.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31, 2026, for all applicable compliances as per Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. M/s. Atiuttam Singh & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchange as per the Listing Regulations. The said Report is annexed to this Boards Report as Annexure 5.

INTERNAL AUDITOR:

M/s. M/s. P. Rastogi & Co. Chartered Accountants (FRN: 028122N), who are the Internal Auditor has carried out Internal Audits for the Financial Year 2025-26. Their reports were reviewed by the Audit Committee.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a well-placed, proper, and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded, and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standards with regard to the availability and suitability of policies and procedures. During the year, no reportable material weaknesses in the design or operation were observed.

24. 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.

25. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the Financial Year ended March 31, 2026 were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee and the Board of Directors, wherever applicable, in accordance with the provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Related Party Transactions are disclosed in the Notes forming part of the Standalone Financial Statements.

Further, based on the projected business requirements for the Financial Year 2026-27, the Board has approved and recommended certain Material Related Party Transactions for the approval of the Members at the ensuing Annual General Meeting in compliance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Since all the Related Party Transactions entered into during the Financial Year were in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

26. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors, and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the Rules made thereunder.

27. POLICIES OF THE COMPANY

- REMUNERATION AND APPOINTMENT POLICY

The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

- POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction is available on the website of the Company at -

- POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

The Board of Directors has formulated and adopted the Code of Conduct for all Board Members and Senior Management Personnel of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Chief Executive Officer, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board, and the same is attached herewith as per Annexure -

9.

Code of Conduct for Board of Directors and Senior Management Personnel is available on the website of the Company at the web link -

- PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same is available on the website of the Company at -

- POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY

- VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations with a will to enable the stakeholders, including Directors and individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.

- POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information is available on the website of the Company at -

- RISK MANAGEMENT POLICY

The Company has been exempted under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from reporting risk management.

A well-defined risk management mechanism covering risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process is in place. The Board is fully aware of Risk Factors and is taking preventive measures wherever required.

28. SECRETARIAL STANDARD

During the year under review, the Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118 of the Act.

29. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

30. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The following is the Summary of sexual harassment complaints received and disposed-off during the FY 2026:

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to providing a safe, inclusive, and supportive workplace for all employees. During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act, including paid maternity leave, nursing breaks, and other applicable entitlements. The Company continues to ensure that policies are aligned with statutory requirements and promotes the well-being of women employees.

33. INDUSTRIAL RELATIONS

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

34. 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 is 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. Your Company would like to inform you that it has not received any complaint on the SCORES during financial year 2025-26.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), Dividends of a Company 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").

In terms of the foregoing provisions of the Act, there is no Dividend which remains unpaid or unclaimed for 7 (seven) consecutive years; Hence not required to be transferred to the IEPF by the Company during the financial year ended March 31, 2026.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

37. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of this nature during the year under review:

Revision of financial statements and Directors Report of the Company.

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/Ministry of Corporate Affairs/Statutory Authorities.

38. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

39. GREEN INITIATIVES:

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiatives, an electronic copy of the Notice of the 29 th Annual General Meeting of the Company including the Annual Report for the Financial Year 2025-26 is being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

40. CYBER SECURITY INCIDENT:

During the year under review, there are no incidents of cyber security breach reported. ACKNOWLEDGEMENT

The Directors wish to convey their heartfelt appreciation to the Companys bankers, financial institutions, government and regulatory authorities, customers, suppliers, business partners, shareholders, and all other stakeholders for their consistent support and trust in the Company, both directly and indirectly, throughout the year. Their encouragement has been a key pillar in the Companys continued progress.

The Directors also extend their sincere gratitude to every member of the Ace Family for their unwavering dedication, hard work, and commitment across all levels. Their collective efforts, resilience, and passion have been instrumental in driving the Companys sustained growth, operational excellence, and longterm success.