AceVector Ltd Directors Report

To the Members of AceVector Limited ,

We, Board of Directors of AceVector Limited (hereinafter referred to as "your Company/Company"), present the 18^th Annual Report of your Company together with audited financial statements for the financial year ("F.Y.") ended on March 31, 2025.

1. FINANCIAL PERFORMANCE HIGHLIGHTS

Your Companys financial performance (Standalone and Consolidated) during the financial year ended March 31, 2025 as compared to the previous financial year, is summarized below:-

(Rupees in INR Millions)

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Total Income	3,364.45	2,889.48	4,067.70	3,847.40
Less : Expenses	3,204.61	3,133.16	4537.53	4276.67
Loss before exceptional item and Tax	159.84	(243.68)	(469.83)	(429.27)
Share of profit/(loss) of an associate	-	-	-	-
Exceptional items	(578.92)	-	(736.05)	(28.30)
Loss before Tax	(419.08)	(243.68)	(1,205.88)	(457.57)
Less: Current Tax and Deferred Tax	-	-	64.88	43.63
Loss after Tax	(419.08)	(243.68)	(1,270.76)	(501.20)
Re-measurement Loss on defined benefit plans	(2.53)	(0.98)	0.18	1.02
Total Comprehensive Income/(Loss) for the year, Net of tax	(2.53)	(0.98)	0.18	1.02
Adjusted EBITDA*	(480.05)	(391.55)	(362.04)	(265.21)

* Adjusted EBITDA does not include ESOP expenses and onetime expenses.

The Companys Standalone and Consolidated financial statements for the financial year ended March 31, 2025, have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under the provisions of the Companies Act, 2013 read with rules framed thereunder ("Act") and other accounting principles generally accepted in India. For further details refer to the Standalone and Consolidated financial statements of the Company appended to this report.

The report of the Statutory Auditors on the financials of the Company for the financial year ended March 31, 2025, is self-explanatory and therefore, does not call for any further explanation or comments from the Board.

2. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on March 31, 2025, your Company has 3 (three) subsidiaries namely:-

(1) Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited)

(2) Stellaro Brands Private Limited; and

(3) Shipway Technology Private Limited*

During the financial year under review, your Company has divested a portion of its shareholding in Unicommerce eSolutions Limited and now holds 28.42% of its issued and paid up capital. Despite the current level of shareholding in Unicommerce, your Company continues to consolidate the financial statements of Unicommerce eSolutions Limited on a line by line basis in accordance with the applicable requirements of Ind AS and is based on your Companys ability and right to appoint a majority of the directors on the board of Unicommerce eSolutions Limited, as well as its effective control over its day-to-day management and operations.

Further, pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the said 3 (three) subsidiaries, in the prescribed Form AOC-1 is annexed as Annexure-1 to this report.

Your Company does not have any joint ventures and associate company.

* Shipway Technology Private Limited was acquired by the Unicommerce eSolutions Limited, a Subsidiary of the Company on December 17, 2024.

3. BUSINESS PERFORMANCE

In the past year, our company remained focused on its mission to build, acquire, and scale digital commerce businesses with a strong emphasis on sustainable growth and profitability. We made steady progress across all three of our businesses: Snapdeal, Unicommerce, and Stellaro Brands.

On a consolidated basis, our total income rose to ^4,067.70 million in FY 2025 from ^3,847.40 million in FY 2024, an increase of 5.7%, while revenue from operations grew to ^3,950.19 million in FY 2025 from ^3,797.61 million in FY 2024, reflecting a growth of 4.0%.Our Adjusted EBITDA was ^(391.55) million in FY 2025 as compared to ^(265.21) million in FY 2024 and our loss before exceptional items and tax for the year was ^(469.83) million in FY 2025 as compared to ^(429.27) million in FY 2024. The decline in both is primarily attributable to the change in the overall margins charged to the sellers in our marketplace business, Snapdeal.

Snapdeal

Our marketplace business, Snapdeal, delivered a resilient operating performance in FY2025, driven by scale expansion and a sustained focus on operational efficiency. Revenue from operations for the marketplace business was ^2,498.67 million in FY 2025 versus ^2,528.87 million in FY 2024, remaining broadly stable despite our decision to pass on a portion of our overall margin to benefit our sellers, allowing them to offer reduced prices and attract more customers. This strategy drove a 37% increase in Net Merchandise Value (NMV), which rose to ^8,695.55 million from ^6,333.37 million in FY 2024, supported by stronger customer engagement and higher order volumes.

Our asset-light supply chain and technology capabilities helped strengthen operating efficiency, with logistics expenses reducing to 15.97% of NMV in FY 2025 from 16.99% in FY 2024. On a per-unit basis, logistics expenses declined to ^69.72 per delivered unit in FY 2025 compared to ^72.62 in FY 2024, reflecting the benefits of scale, improved processes, and disciplined cost management.

Marketing expenses reduced to 7.27% of NMV in FY 2025 versus 9.24% in FY 2024, reflecting sharper, more targeted campaigns and improved marketing efficiency.

Our technology costs (including hosting and software) reduced to 2.75% of NMV in FY 2025 versus 3.20% in FY 2024.

Employee benefit expenses (excluding ESOPs) declined marginally by 11%, from ^806 Mn in FY 2024 to ^718 Mn in FY 2025, primarily due to improvement in our systems and automation of our business processes. These processes have helped us run business more efficiently with fewer manual interventions .

Following the change in our overall margins charged to the sellers, , Adjusted EBITDA reduced marginally by ^112.86 million to ^(480.06) million in FY 2025 compared to ^(367.20) million in FY 2024. This change led to an increase in scale this year, with the Adjusted EBITDA improving at (5.52%) in FY 2025 versus (5.80%) in FY 2024 as a proportion of NMV. This underscores the Companys strategic choice to prioritize price competitiveness and deliver value to its sellers and customers to drive scale, while maintaining cost and financial discipline as reflected in the profitability remaining largely stable.

The aforementioned business optimisations have strengthened the Companys ability to enhance its value proposition for customers. The Company will continue its focus on expanding its reach and selection of good- quality, value-priced merchandise to serve the needs of a large and growing cohort of existing and new users. As part of its business efforts, the Company will continue to leverage good, predictable product quality and sharp pricing as key competitive levers.

Unicommerce

During the financial year under review, our subsidiary Unicommerce eSolutions Limited ("Unicommerce"), one of Indias leading e-commerce enablement SaaS platforms, maintained its robust growth trajectory while also improving profitability.

Its revenue from operations increased to INR 1,347.90 million in FY 2025 from INR 1,035.81 million in FY 2024, a growth of 30%. Additionally, its adjusted EBITDA rose from INR 161.96 million in FY 2024 to INR 253.47 million in FY 2025, reflecting a growth of 57% over the previous year.

In line with its vision of a fully integrated ecosystem of e-commerce enablement products, Unicommerce acquired Shipway Technology Private Limited.

The expanded suite offered by Unicommerce includes:

• Uniware, the flagship operations platform for order, inventory, warehouse management and omnichannel store management.

• Shipway, a full-service courier aggregation and logistics automation platform, and

• Convertway, a marketing automation platform to improve conversion for D2C websites to maximise client sales and revenues

Stellaro Brands

In our consumer brands business, we are methodically expanding our omnichannel presence in Tier 1 and Tier 2 cities across Andhra Pradesh and Telangana through a focused, cluster-based strategy. We are currently present in Gajuwaka, Kakinada, Kurnool in Andhra Pradesh and Hyderabad in Telangana.This business is operated under the brand name Rangita, our value-focused omnichannel womens ethnic consumer retail business. Stellaro Brands is a relatively new and emerging component of the Companys overall portfolio, with revenue from operations of Rs114.18 million in FY 2025.

As of June 30, 2025, we operate seven omnichannel stores, typically small to medium sized and strategically located in shopping malls with high consumer footfall. These stores use Unicommerces omnichannel capabilities, enabling streamlined operations, efficient inventory management, and proximity-based order fulfilment. These stores operate with store-level EBITDA profitability, demonstrating strength of the business and demand for our products.

4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

During the financial year under review, there has been no change in the nature of business of the Company.

5. DIVIDEND

In view of continuing losses during the financial year under review, the Board has not recommended any dividend.

6. TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

7. CAPITAL STRUCTURE

Authorised Share Capital: The authorised share capital of your Company as on March 31, 2025 is INR 2,060,848,200 (Indian rupees two billion sixty million eight hundred forty eight thousand and two hundred only) consisting 2,000,000,000 (two billion) equity shares of face value of INR 1 each and 20,000 (twenty thousand) compulsorily convertible cumulative Series A preference shares of face value of INR 10 each; 25,000 (twenty five thousand) compulsorily convertible cumulative Series B preference shares of face value of INR 10 each; 25,000 (twenty five thousand) compulsorily convertible cumulative Series C preference shares of face value of INR 10 each; 25,000 (twenty five thousand) compulsorily convertible cumulative Series D preference shares of face value of INR 100 each; 25,000 (twenty five thousand) compulsorily convertible cumulative Series E preference shares of face value of INR 100 each; 3,000 (three thousand) compulsorily convertible cumulative Series E1 preference shares of face value of 100 each, 34,500 (thirty four thousand and five hundred) compulsorily convertible cumulative Series F preference shares of face value of 100 each; 80,000 (eighty thousand) compulsorily convertible cumulative Series G preference shares of face value of INR 100 each; 20,000 (twenty thousand) compulsorily convertible cumulative Series H preference shares of face value of INR 100 each; 400,000 (four Lakh) compulsorily convertible cumulative Series I preference shares of face value of INR 100 each; 105,000 (one lakh five thousand) compulsorily convertible cumulative Series J preference shares of face value of 10 each; and 17,410 (seventeen thousand four hundred and ten) compulsorily convertible cumulative Series J1 preference shares of face value of INR 20 each.

Issued, Subscribed and Paid-up Share Capital: The issued, subscribed and paid-up share capital of your Company as on March 31, 2025 is INR 397,459,040 (Indian Rupees Three Hundred and Ninety Seven Million Four Hundred and Fifty Nine Thousand and Forty Only), divided into 397,459,040 equity shares of INR 1 each.

Details of the Issue/allotments during the year under review:-

Date of Issue/allotment	Number of Shares Issued/ allotted	Details of Issue/allotment
June 10, 2024	32,800 equity shares	The Board of Directors of your Company vide resolution dated June 10, 2024 approved allotment of 205 Equity shares of Re. 1 each of the Company upon exercise of vested option by its employees under ESOP Scheme, 2011 & 2016 and 32,592 Equity shares of Re. 1 each of the Company towards Bonus entitlement (in the ratio of 159:1) in terms of authority conferred by the shareholders through a resolution passed on November 30, 2021 at its Extra Ordinary General Meeting.
September 05, 2024	9,920 equity shares	The Board of Directors of the Company vide resolution dated September 05, 2024 made allotment of 62 Equity shares of Re. 1 each of the Company upon exercise of vested option by its employees under ESOP Scheme, 2016 and 9,858 Equity shares of Re. 1 each of the Company towards Bonus entitlement (in the ratio of 159:1) in terms of authority conferred by the shareholders through a resolution passed on November 30, 2021 at its Extra Ordinary General Meeting.

Subsequent to the closure of the financial year under review until the date of this report, the Company has allotted 44,011,360 equity shares against exercise of Employee Stock Option Schemes of your Company.

Your Company has not issued any shares with differential rights and hence, no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Employee Stock Option Scheme/Plan (ESOS/ESOP): During the financial year under review, your Company has not made any changes in the existing Employee Stock Option Plan 2011, Founder Stock Option Plan 2012, and Employee Stock Option Scheme 2016 of the Company. However, your Company has amended the Employee Stock Option Plan 2011 and Employee Stock Option Scheme 2016 pursuant to the authority conferred by the members in the Extra Ordinary General Meeting held on July 3, 2025.

The details of ESOPs as required to be disclosed pursuant to Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 are mentioned in Annexure - 2and form part of this report.

8. PUBLIC DEPOSITS

During the financial year under review, your Company has not accepted any deposit under the provisions of section 73 to 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed or unpaid deposits or any default in repayment of deposit or payment of interest thereon. There is no non-compliance with the provisions of Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the board of directors of your Company, in its meeting held on February 24, 2024, approved the investment of Rs. 5 crores (Rupees five crores only) in the share capital of its wholly owned subsidiary Stellaro Brands Private Limited ("Stellaro"). No other investments, loans, guarantees and securities have been provided by your Company during the year under review in accordance with the provisions of Section 186 of the Companies Act 2013.

However, during the year under review, the Board in its meeting held on September 5, 2024 has approved the conversion of its existing outstanding loan in Stellaro of an amount of Rs. 20 crores (Rupees twenty crores only) along with the applicable interest accrued thereon in accordance with the terms and conditions as agreed in the loan facility agreement.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, related party transactions entered into by the Company with related parties as defined under the Act were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arms length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of your Company at large. Further, all the Related Party Transactions (RPTs) are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for Related Party Transactions (RPT) which were repetitive in nature.

All transactions with related parties are in accordance with the policy on related party transactions formulated by your Company. Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arms length basis" and also which are "material and at arms length basis", is provided as Annexure - 3 to this Report. The Statutory Auditor Report does not indicate any exceptions in respect of compliances in relation to the RPT during the F.Y. 2024-2025.

11. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, and the Annual Return of your Company in Form MGT-7 is available on the website of the Company at: https://www.acevector.com/

12. AUDITORS AND AUDITORS REPORT

Statutory Auditors: M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Registration No.101049W/E300004) were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years to hold office from the conclusion of the 14th Annual General Meeting ("AGM") held on August 12, 2021 until the conclusion of the 19th AGM of your Company.

The Auditors have given an unmodified opinion on the audited financial statements of your Company for the financial year ended March 31, 2025, which forms part of this report. The Statutory Auditors have given no qualification, reservation or adverse remark or disclaimer in its report The report of the auditors for the financial year ended March 31, 2025 is self-explanatory and therefore, do not call for any further explanation or comments from the Board.

During the year under review, the Auditors has not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) of the Act.

Internal Auditor: Your Company has established a robust framework for internal financial controls. Your Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. To establish a robust framework and to ensure an adequate internal control system for the forthcoming years. Your Company has appointed M/s Grant Thornton India, LLP, Chartered Accountants as its Internal Auditors.

During the year, such controls were assessed, and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that your Companys internal financial controls were adequate and effective during the financial year 2024-25.

Secretarial Auditor: M/s Naresh Verma & Associates, Company Secretaries, (FCS:5403) was appointed as Secretarial Auditor of the Company for the financial year under review as per provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to undertake the Secretarial Audit of the Company for financial year 2024-25.

The secretarial audit report annexed as Annexure - 4 issued by the Secretarial Auditor does not contain any adverse qualification or reservation except the below observation:-

• During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except to the extent that there was delay in filing of few forms with the office of Registrar of Companies for which additional fees were duly paid by the Company

and that there was a delay in appointment of new CFO of the Company in place of Mr. Vikas Bhasin who had resigned from the position of the CFO of the Company w.e.f. March 15, 2023. Mr. Bharat Venishetti was appointed as the Chief Financial officer of the Company by the Board of Directors w.e.f. September 5, 2024.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134 (3) of the Act.

13. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 of Act and Rule 8 of the Companies (Accounts) Rules, 2014 are as under:

Conservation of Energy: Your Company is committed to minimizing carbon emissions by adhering to best practices, including the ongoing shift to cloud-based technology infrastructure. Studies have shown that public cloud infrastructure is 3.5 to 5.0 times more energy-efficient than the average enterprise data center. The Company also continues to implement initiatives to optimize its supply chain network, reduce returns, and increase shipping speeds, all of which contribute to enhanced operational efficiency and reduced emissions. Efforts are also being made to increase supply from diverse regions and process shipments from locations closer to customers, reducing the overall distance traveled by packages and further lowering emissions.

Technology Absorption: Your Company primarily relies on an open-source technology stack, incorporating applications, databases, and NoSQL solutions. It uses third-party cloud services and maintains flexibility in scaling processing capacity according to demand. By continuously enhancing technological efficiency, your Company adopts the latest technologies to optimize computing usage and minimize emissions. Your Company also engages in ongoing testing of new technologies through multiple Proof-of-Concept (POC) exercises. These technology advancements have led to industry-leading performance in areas such as page load times and autoscaling. Additionally, the technology stack has automated a large portion of courier collection and enabled realtime shipment tracking, resulting in cost optimization and an enhanced customer experience.

Foreign Exchange Earnings/ Outgo: During the period under review, the Foreign Exchange Earnings and Outgo of the Company are as follows:-

Foreign Exchange earned	Nil
Foreign Exchange Outgo	Rs. 5,60,77,184/-

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of your Company as at 31st March, 2025 comprises of 4 (four) NonExecutive Directors [including 2 (two) Independent Directors] and 2 (two) Executive Director (Whole time Directors), the details of which is given as under:-

Name of the Director	DIN	Designation	Date of Initial appointment	Category
Mr. Kasaragod Ullas Kamath	00506681	Independent Director	October 19, 2021	Non-Executive
Mr. Akhil Kumar Gupta	00028728	Nominee Director	May 08, 2014	Non-Executive, Nominee Director, Nominated by B2 Professional Services LLP
Mr. Kunal Bahl	01761033	Wholetime Director & Chairperson	September 12, 2007	Executive
Mr. Rohit Kumar Bansal	01884522	Wholetime Director	November 16, 2007	Executive
Ms. Simran Khara	07917446	Independent Director	April 26, 2023	Non-Executive
Mr. Varun Khurana	07250387	Nominee Director	November 28, 2023	Non-Executive, Nominee Director, Nominated by Starfish I Pte. Ltd.

During the year under review, Mr. Kunal Bahl and Mr. Rohit Kumar Bansal were re-appointed as the Whole time Directors of the Company with effect from November 06, 2024 for a period of 5 (five) years upto November 5, 2029 at the Annual General Meeting held on 30th September, 2024.

In accordance with the Companies Act, 2013 and with reference to Articles of Association of your Company, Mr. Rohit Kumar Bansal (DIN : 01884522) ) retires by rotation and offer himself for re-appointment, which the Directors consider to be in the best interests of your Company and therefore, recommend for the approval of the shareholders at the ensuing Annual General Meeting.

None of the directors resigned from the Board of Directors of the Company during the FY 2024-25. However there were certain changes in the composition of the Board post the closure of financial year as detailed below:-

• Mr. Kasaragod Ullas Kamath was appointed as the Non-Executive Chairperson of the Company with effect from June 11, 2025.

• There was change in designation of Mr. Kunal Bahl from Whole Time Director to Joint Managing Director of the Company with effect from July 3, 2025.

• There was change in designation of Mr. Rohit Kumar Bansal from Whole Time Director to Joint Managing Director of the Company with effect from July 3, 2025.

• Mr. Varun Khurana ceased to be the Director of the Company with effect from July 10, 2025.

• Ms. Sairee Chahal was appointed as Non-Executive Independent Director (Additional) of the Company with effect from July 12, 2025.

Appointment and Cessation of Key Managerial Personnel: During the year under review, following changes took place:-

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company approved the appointment of Mr. Bharat Venishetti as the Chief Financial Officer and Key Managerial Personnel of your Company with effect from September 5, 2024.

Mr. Ajinkya Jain (Membership no. ACS - 33261) had resigned from the post of Company Secretary and Key Managerial Personnel of the Company from the close of business hours on December 6, 2024.

Based on the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company approved the appointment of Mr. Anil Kumar (Membership no. FCS - 8023) as the Group Company Secretary and Key Managerial Personnel of the Company with effect from February 24, 2025.

15. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS AND COMMITTEES OF THE BOARD

A. Meeting of the Shareholders/Members: During the financial year under review, your Company convened its 17^th Annual General Meeting of the Shareholders of the Company for the financial year 2023-24 on September 30, 2024. in compliance with provisions of Companies Act, 2013 and the rules made thereunder.

B. Meeting of Board of Directors: During the financial year under review, the Board met 4 (Four) times. The maximum interval between any two meetings did not exceed 120 days. Additional Board Meetings are convened depending upon the needs and business to be transacted. Notice and Agenda for the Board Meetings are to be circulated in advance to enable the Directors to understand the business to be transacted at the Meeting. Details of the meetings of the Board along with the attendance of the Directors are given below:-

Date of Board Meetings	Board Strength	No. of Directors Present
July 18, 2024	6	5
September 05, 2024	6	6
December 30, 2024	6	4
February 24, 2025	6	5

C. Meetings of the Committees of the Board:

Audit Committee: The Audit committee of your Company was duly constituted on October 26, 2021 and subsequently it was reconstituted on August 5, 2023 in accordance with the provisions of Section 177 of the Companies Act, 2013. The details pertaining to the composition and meetings during the financial year under review are given below:

• Composition of the Committee: Mr. Kasaragod Ullas Kamath (Chairperson and Independent Director), Mr. Akhil Kumar Gupta (Nominee Director) and Ms. Simran Khara (Independent Director).

• Meetings of the Committee: During the financial year under review, your Company has convened 3 (three) Audit Committee meetings. Details of the committee meetings along with the attendance of the members are given below:-

Date of Committee Meetings	Members Strength	No. of Directors Present
July 18, 2024	3	2
September 05, 2024	3	3
February 24, 2025	3	3

Nomination and Remuneration Committee: The Nomination & Remuneration Committee of your Company was duly constituted on October 26, 2021 and subsequently it was reconstituted on August 5, 2023 in accordance with the provisions of Section 177 of the Companies Act, 2013. The details pertaining to the composition and meetings during the financial year under review are given below:

• Composition of the Committee: Ms. Simran Khara (Chairperson & Independent Director), Mr. Akhil Kumar Gupta (Nominee Director) and Mr. Kasaragod Ullas Kamath (Independent Director).

• Meetings of the Committee: During the financial year under review, your Company has convened 1 (one) Nomination and Remuneration Committee meeting. Details of the committee meetings along with the attendance of the members are given below:

Date of Committee Meetings	Members Strength	No. of Directors Present
September 5, 2024	3	3

Policy on Prevention of Sexual Harassment of Women at Work Place: Your Company is maintaining a Policy on Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) and takes all initiatives in relation to matters connected therewith or incidental thereto covering all aspects as contained in Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (hereinafter referred to as the ICC) has been constituted for timely and impartial resolution to complaints of sexual harassment.

Details of complaints received and resolved during the year under review by the ICC pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given below:-

Particulars	No. of Complaints
1. Number of complaints filed during the financial year	NIL
2. Number of complaints disposed of during the financial year	NIL
3. Number of complaints pending as at the end of the financial year	NIL

16. DOWNSTREAM INVESTMENT

Your Company being a foreign-owned and controlled company has complied with the provisions of the Foreign Exchange Management Act, 1999 ("FEMA") read with Foreign Exchange Management (Non-debt Instruments) Rules,2019 ("NDI Rules") for the downstream investment made in other Indian entities. Your Company has obtained a certificate, confirming compliance with respect to the downstream investment made by the Company in accordance with FEMA and the NDI Rules from M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Registration No.101049W/E300004), Statutory Auditor of the Company.

17. PERFORMANCE EVALUATION OF THE BOARD

In order to ensure that the Board of Directors and the Committees of the Board of Directors are functioning effectively and to comply with the statutory requirements, the annual performance evaluation of the Board of Directors, the Committees of the Board of Directors and Directors individually was conducted during the year. The evaluation, during the year under review, was carried out based on the criterion and framework approved by the Nomination and Remuneration Committee.

At a separate meeting of Independent Directors of the Company, the performances of Non-Independent Directors, the Board as a whole and the Chairperson were evaluated, considering the views of Executive Directors and Non-Executive Directors.

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel. They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the facilities of the Company and engage with Senior Management. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors. Such familiarisation programmes help the Independent Directors to understand the Companys strategy, business model, operations, markets, organisation structure, risk management etc. and such other areas as may arise from time to time.

18. DIRECTORS RESPONSIBILITY STATEMENT

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth.

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013, and save as otherwise mentioned elsewhere in this Report, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards, have been followed along with proper explanations 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 i.e. March 31, 2025 and profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company on a going concern basis; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) 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.

19. GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA), the Company is dispatching the Notice of the 18th (Eighteenth) AGM and the Annual Report of the Company for the year 2024-25, only by email to the shareholders of the Company.

The Company supports the Green Initiative undertaken by MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already registered with us. Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of its carbon footprint.

20. GENERAL DISCLOSURES

• Except as disclosed in this report, no material changes and commitments occurred between the end of financial year 2024-25 and the date of this report which may affect the financial position of your Company;

• No significant and material order has been passed by the regulator/court/tribunal which may impact the going concern and companys operations in future. Your Company has not filed any application, or no proceeding is pending under Insolvency and Bankruptcy Code, 2016 as at the end of the financial year March 31, 2025.

• Your Company has voluntarily constituted a Corporate Compliance Committee keeping in view to make a robust compliance system and follow the best corporate governance practices in the industry.

• Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on meetings of the Board of Directors and General Meetings.

• Provisions of sub-section (1) of section 148 of the Companies Act, 2013, wherein Central Government specifies to maintain cost records by the Company is not applicable to the Company;

• During the financial year under review, disclosure with respect to details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also submitted the declarations that they have registered their names in the independent directors data bank.

• In accordance with the provision of section 134(3)(n) of the Companies Act, 2013 and the rules made thereunder, the Company is having a robust, enterprise risk management process to identify, assess, monitor and mitigate key financial, operational, business and compliance risks. There is an established risk philosophy that guides risk-taking within the Company and the Internal Controls and Risk Assurance Team supervises the risk management activities.

• The Ministry of Corporate Affairs ("MCA"), through the Office of Regional Director (North Region) has issued a letter dated May 13, 2024 to the Company, its directors and its key managerial personnel under Section 206(5) of the Companies Act, 2013. The MCA has requested for information pertaining to the Company regarding, among others, the business of the Company, its authorised share capital and its statement of working results. The MCA has also directed the Company and its directors to provide among others, copies of the minutes of its board and shareholders meetings held in the last five years, copies of statutory registers, secretarial records, financial statements and information, copies of income tax returns and assessments orders received by the Company and its directors since incorporation. Our Company, vide letter dated May 24, 2024 and June 5, 2024 submitted certain documents as requested by the MCA. The Company or any of our Directors have not received any further communications from MCA with respect to this matter.

• Your Company has complied with the provisions of The Maternity Benefit Act, 1961 read with the rules made thereunder.

• There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

• Your Company has not issued any sweat equity shares under the Act.

• The Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India (ICSI) on meetings of Board of Directors and General Meetings respectively.

The Directors wish to convey their appreciation to all the members, investors, suppliers, sellers, customers, bankers, government departments and other partners and stakeholders for their invaluable support to your Company.

The Directors also wish to extend the heartiest gratitude to the employees of your Company for their hard work, dedication and commitment, which have enabled the Company to grow.

By the order of the Board
For AceVector Limited
Sd/-	Sd/-
Kunal Bahl	Rohit Kumar Bansal
Joint Managing Director	Joint Managing Director
DIN-01761033	DIN-01884522
Date: September 8, 2025
Place: Gurugram