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ACS Technologies Ltd Directors Report

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Oct 12, 2026|03:15:47 PM

ACS Technologies Ltd Share Price directors Report

The Directors have pleasure in submitting their 33 rd Annual Report together with the Companys Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY

The Financial Performance Summary and the State of the Companys Affairs for the current financial year ended March 31, 2026, along with the figures for the previous financial year, are as follows:

{Rs.in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2025-26 2024-25
Revenue from operations 17058.27 11,154.10 26424.40 12,658.05
Other Income 16.72 36.10 17.26 36.09
Total Revenue 17075.00 11,190.20 26441.65 12,694.14
Profit/(Loss) before Interest, Depredation &Tax 1756.97 1008.78 1982/47 1060.97
FinandaL Charges 272.64 226.03 306.93 236.91
Depredation 369.82 248.24 399.66 257.41
Profit/(Loss) before Tax 1114.51 534.51 1275.88 566.65
Less; Tax Expenses 376.76 76.52 424.12 82.95
Profit/(Loss)fo r t he Yea r afte r tax 737.75 457.99 851.75 483.70

2. STATE OF THE COMPANYS AFFAIRS During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs. 17,075.00 Lakhs, which increased by 52.59% as compared to the Total Revenue of Rs. 11,190.20 Lakhs in the previous financial year 2024-25. The Company recorded a Net Profit after tax of Rs. 737.75 Lakhs, which increased by 61.08% as compared to the Net Profit after tax of Rs. 457.99 Lakhs in the previous financial year 2024-25.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of Rs. 26,441.65 Lakhs, which increased by 108.30% as compared to the Total Revenue of Rs. 12,694.14 Lakhs in the previous financial year 2024-25. The Company recorded a Net Profit after tax of Rs. 851.75 Lakhs, which increased by 76.09% as compared to the Net Profit after tax of Rs. 483.70 Lakhs in the previous financial year 2024-25.

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE TRADING APPROVAL OF THE COMPANY IN THE BSE LIMITED

(a) ACS Technologies Limited received the final trading approval from BSE Limited on April 29, 2025. Pursuant to this, the equity shares of the Company were listed and permitted to trade on the BSE platform with effect from May 7, 2025, at an opening share price of *3.53, which was subsequently revised by BSE and again on 9ttl May 2025 the opening share price was Rs 16.99.

(b) During the financial year under review, the Company issued 3,96,90,000 Convertible Share Warrants on a preferential basis pursuant to the approval of the shareholders obtained on 15th October, 2025. The Company received in-principle approval on 17th November, 2025 in respect of the said Convertible Share Warrants.

Out of the aforesaid warrants, 86,95,000 Convertible Share Warrants were exercised upon receipt of the balance 75% of the issue price, and consequently, the Company allotted 86,95,000 Equity Shares of *10/- each at an issue price of *31.25/- per Equity Share. The Company received trading approval on 5th August, 2026 for the said Equity Shares arising from conversion of the warrants.

(c) The Company proposed to issue and allot 49,50/495 fully paid-up Equity Shares of *10/- each at an issue price of *40.40/- per Equity Share, aggregating to *20 Crore, on a preferential basis to Adiniya Investments Private Limited, towards conversion of its legally enforceable outstanding unsecured loan into equity shares of the Company. The Company applied for in-principle approval on 4th August, 2026 for the aforesaid preferential issue, and the application is currently under process with the Stock Exchange.

(d) During the year under review, Infomerics Valuation and Rating Limited assigned credit ratings to the bank facilities of ACS Technologies Limited vide its rating letter/press release dated January 21, 2026. The Company has been assigned a rating of IVR BBB-/Stable for its Long-Term Bank Facilities amounting to *57.00 Crore and IVR A3 for its Short- Term Bank Facilities amounting to *43.00 Crore, aggregating to *100.00 Crore of total bank facilities rated. The ratings assigned by the agency reflect its assessment of the Companys credit profile and financial obligations. The detailed rating rationale and related disclosures are provided in the rating letter/press release issued by Infomerics Valuation and Rating Limited.

4. BOARD OF DIRECTORS AND OTHER INFORMATION

a) The Companys Board of Directors have been constituted in compliance with the provisions of Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulation. The Composition of the Board is as under:

1. Mr. Ashok Kumar Buddharaju - Chairman & Managing Director

2. Ms. Anitha Alokam - Whole-time Director

3. Mr. CVSatyanarayana Murthy Independent Director

4. M r. S ri n ivasan Neti - Independent Di rector

5. Dr. SwarnaSubba Rao - IndependentDirector

b) Details of Directors or KMPs resigned during and after the end of the financial year under review.

No, Director or KMPs resigned during and after the end of financial year

c) Details of Directors or KMPs appointed/re-appointed during and after the end of the financial year under review.

Yes, Dr. MJA Vinoth is a KMP appointed as Chief Executive Officer of the Company after the end of financial year

d) In accordance with the provisions of Companies Act, 2013, Mr. Ashok Kumar Buddharaju Chairman and Managing Director of the Company would retire by rotation and, being eligible, offer himself for reappointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting. e) Details of Whole-Time Key Managerial Personal (KM P) S. NO NAME OF KMP DESIGNATION
1 Mr. Ashok Kumar Buddharaju Chairman & Managing Director
2 Ms. Anitha Alokam WhoLe-time Director
3 Mr. A. Prabhakara Rao Chief Fi nancial Officer
4 Dr. MJA Vinoth Chief executive Officer
5 Ms.Shilpi Gunjan Company Secretary & Compliance Officer

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company

1) Other Disclosure

BOARD EVALUATION

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration Committee has evaluated the performance of individual Directors in its duly convened meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f) 00 (9) of the (SEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own performance, as well as the evaluation of the Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration Policy is stated in the Corporate Governance Report.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Independent Directors of the Company are eminent professionals with several decades of experience in banking and financial services, technology, finance, governance and management areas, and fully conversant and familiar with the business of the Company. The Company has an ongoing familiarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company, etc.

MEETINGS

During the year, Ten (10) Board Meetings and Ten (10) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION OF INDEPENDENCE As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors as mentioned above have given declarations to the Company that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulation 2015.

5. DIVIDEND

The Directors have not recommended any dividend for the current financial year.

6. RESERVE AND SURPLUS

During the financial year 2025-26, the Company has not transferred any amount to amount to general reserve.

7. SHARE CAPITAL

(A) NO CHANGE IN AUTHORIZED CAPITAL:

During the financial year under review, there was no change in the Authorized Share Capital of the Company, which continues to be *172,00,00,000 (Rupees One Hundred Seventy-Two Crore only). However, the issued, subscribed and paid-up equity share capital of the Company increased pursuant to the allotment of equity shares upon conversion of convertible warrants issued on a preferential basis.

(B) PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS.

During the financial year under review, the Company issued 3,96,90,000 Convertible warrants, convertible into, or exchangeable for equivalent number of Equity shares of the company on a preferential basis at an issue price of *31.25 (Rupees Thirty-One and Paise Twenty-Five only) per equity share pursuant to the approval of the shareholders obtained on 15 M October, 2025_, in accordance with the provisions of Sections 42 and 62(l)(c) of the Companies Act, 2013, read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The allottees have paid 25% of the warrant issue price as upfront consideration at the time of allotment. After the end of the financial year 2025-26, 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Convertible Warrants were exercised upon receipt of the balance 75% of the issue price, and consequently, the Board allotted 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Equity Shares of face value *10/- (Rupees Ten only) each at an issue price of *31.25 (Rupees Thirty-One and Paise Twenty-Five only) per equity share.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company stood increased in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

The Company appointed Credit Rating Agency i.e. CARE Ratings Limited as the Monitoring Agency to monitor the use of the proceeds of the aforementioned issue.

(C) PREFERENTIAL ISSUE CONVERSION OF LOAN INTO EQUITY.

After the end of the financial year 2025-26, the Company proposed to issue and allot 49,50,495 fully paid-up Equity Shares of ¥ 10/- each at an issue price of ¥ 40.40/- per Equity Share, aggregating to ¥ 20 Crore, on a preferential basis to Adiniya Investments Private Limited, towards conversion of its legally enforceable outstanding unsecured loan into equity shares of the Company. The proposed preferential issue is subject to the approval of the Members and such other statutory, regulatory and other approvals as may be required under the applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable Laws.

The Equity Shares proposed to be allotted shall rank pari passu in all respects with the existing fully paid-up equity shares of the Company and shall be subject to the applicable lock-in requirements prescribed under the SEBI ICDR Regulations.

(D) CHANGE IN ISSUED/SUBSCRIBED/PAID- UP CAPITAL:

After the end of the financial year 2025-26, the Issued/Subscribed/Paid-up Capital of the Company is Rs. 69,43,69,480/- (Rupees Sixty Nine Crore Forty Three Lakh Sixty Nine Thousand Four Hundred and Eighty) divided into 6,94,36,948 Equity shares of Rs. 10/- (Rupees Ten only) each.

The increase in the Issued, Subscribed and Paid-up Equity Share Capital from 6,07/41,948 Equity Shares to 6,94,36,948 Equity Shares was on account of the allotment of 86,95,000 (Eighty-Six Lakhs Ninety-Five Thousand) Equity Shares pursuant to the exercise and conversion of an equivalent number of Convertible Warrants into equity shares upon receipt of the balance 75% of the warrant issue price at an issue price of ¥ 31.25 per Equity Share, in accordance with the provisions of Sections 42 and 62(l)(c) of the Companies Act, 2013, read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state Of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

d) That the directors had prepared the annual accounts on the going concern basis.

e) That 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.

f) That 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.

9. POLICY ON PREVENTION, PROHIBITION AND REDRE55AL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance with the requirements of said Act to redress complaints received regarding sexual harassment. All employees are covered under this Policy. Employees at all levels are being sensitized about the Policy and the remedies available thereunder. During the Financial year 2025-26, Nil complaints were received by ICC.

10. RESEARCH AND DEVELOPMENT,

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

A. CONSERVATION OF ENERGY

Being an IT services company, the Companys operations do not involve energy-intensive manufacturing processes. However, the Company continues to focus on responsible energy management by adopting energy-efficient technologies and promoting sustainable workplace practices.The Company has undertaken the following initiatives:

1. Installation of LED lighting and energy-efficient electrical fixtures.

2. Optimization of air-conditioning systems and periodic maintenance to reduce power consumption.

3. Im p lem entation of powe r m anage me nt sett i ngs 0 n IT infrastructure.

4. Encouraging digital documentation and minimizing paper usage.

5. Cond ucting v irt ual m eeti ngs to red uce trave land associated energy consumption.

6. Creating employee awareness regarding efficient use of energy resources.

These initiatives have contributed to optimizing energy consumption and reducing the Companys environmental footprint.

B. TECHNOLOGY ABSORPTION

There is no technology absorption involved in the operations of the Company.

C. EXPENDITURE INCURRED ON RESEARCH

AND DEVELOPMENT

No expenditure was incurred on Research and Development by the Company during the period under review.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS
Import 522.03
Export 00.00

11. AUDITORS

A. STATUTORY AUDITORS

M/s. GORANTLA & Co., Chartered Accountants, (Firm Registration No: 16943S) have been re-appointed at the 30 th AGM held on September 30, 2023 as the Statutory Auditors of the Company for a second term of Five (5) consecutive years to audit the financial statements of the Company from FY 2022-23 to FY 2027-28 and to hold office from the conclusion of 30 th AGM till the conclusion of 35 th AGM. The Independent Auditors Report and Annexure referred to this Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed VCSR and Associates, Practicing Company Secretaries in Whole-time Practice, a peer reviewed firm, having Firm Registration No. P2014AP034200 to carry out Secretarial Audit for the period of five years 2025-2026 to hold office from the conclusion of the ensuing 32 nd Annual General Meeting till the conclusion of the 37 th Annual General Meeting of the Company to be held in the year 2030, subject to the approval of the shareholders of the Company at the ensuing 32 nd Annual General Meeting. The report of the Secretarial Auditor in Form MR-3 for the FY 2024-25 is enclosed as Annexure 1 and forms part of this report.

C. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and based on the recommendations of Audit Committee, the Board of Directors at their meeting held on May 28, 2026, have reappointed M/s BLR & Associates as Internal Auditors of the Company for the financial year 2026-27. M/s BLR & Associates, Chartered Accountants, have confirmed their willingness to be reappointed as the Internal Auditors of the Company. Further, the Audit Committee in consultation with Internal Auditors, formulated the scope, functioning periodicity and methodology for conducting the Internal Audit. D. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the financial year under review, the Company became eligible to comply with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Soda! Responsibility Policy) Rules, 2014.

Accordingly, the Board of Directors has constituted a Corporate Sodal Responsibility (CSR) Committee to formulate and recommend the CSR Policy, recommend the amount of expenditure to be incurred on CSR activities, monitor the implementation of the CSR Policy and discharge such other functions as prescribed under the Companies Act, 2013 and the Rules made thereunder.

The composition of the CSR Committee is as under:

NAME DESIGNATION POSITION IN THE COMMITTEE
Mr. Neti Srinivasan Independent Director Chairperson
Mr.Ashok Kumar Buddharaju Executive Director Member
Ms. AnithaAlokam Executive Director Member

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 in respect of employees of the Company and Directors is annexed herewith as Annexure 2.

13. WEB-ADDRESS OF ANNUAL RETURN Web-address of the draft Annual Return pursuant to subsection (3) of Section 92 is updated in the website of the Company. Link for the Annual Return is as under htt ps://www.acstech no logies.co. i n/an n ual_repo rts. ht m 1

14. RELATED PARTY TRANSACTIONS

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by independent Chartered Accountants to confirm that they were in the ordinary course of business and on an amis length basis.

Form AOC-2 will not form part of Board s report, as all the transactions with related parties are on an arm s length basis or in ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31,2026.

The Policy on Related Party Transaction is available on the Company s website at

htt ps://www.acstec h no logies.co. in/an nual_ret urn. htm 1

HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES As on 31 st March, 2026, the Company does not have any Holding Company, Two (2) Subsidiary Companies, the details of which are tabulated hereunder.

S.NO. NAME OF THE COMPANY SUBSIDIARY/ ASSOCIATE % OF SHARE HELD
IOTIQ Innovations Private Limited Material Subsidiary 51
INNOVISTAS innovations Private Limited Subsidiary 51

Note: As per the audited balance sheet of ACS Technologies Limited, IOTIQ INNOVATIONS PRIVATE LIMITED has been identified and declared as a material subsidiary. This classification is based on the significance of its financial performance and/or assets relative to the parent company, ACS Technologies Limited. Being a material subsidiary, IOTIQ Innovations Private Limited s financials and operations are subject to additional oversight and disclosure requirements in line with regulatory norms to ensure transparency and effective governance.

Innovistas Innovations Private Limited is another Subsidiary of ACS Technologies Limited incorporated on 24 th February, 2026.

15. CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated SEBI (LODR) Regulations, 2015 is appended as Annexure 3 to this Report.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately in the Annual Report and forms part of this Directors Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under the whistle-blower policy, employees are free to report any improper activity resulting in violation of laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be accessed on the Companys website at: htt ps://w ww. acstec hno logies.co. i n/assets/docs/Code%20o f%20Conduct/WHISTLEBLOWER %20%20POLICY(l).pdf

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

19. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accuracy of provisions and other estimates.

20. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS Your Company places the highest importance on the health, safety and well-being of its employees and is committed to providing a safe, healthy and conducive work environment. The Company continues to implement appropriate health and safety measures, promote employee awareness and ensure compliance with all applicable statutory requirements relating to workplace safety and employee welfare.

As an information technology services company, the Companys operations are not of a hazardous nature. Nevertheless, the Company has established appropriate workplace health and safety practices, including periodic safety awareness initiatives, emergency preparedness measures, fire safety systems, first-aid facilities, ergonomically designed workstations and regular maintenance of office infrastructure to ensure a safe working environment for all employees and visitors.

The Company also encourages employee well-being through various health and wellness initiatives, preventive healthcare awareness programmes and a positive work culture that supports employee engagement, diversity, inclusion and equal opportunity.

21. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has given corporate guarantee to the State Bank of India for the working capital facility availed by its Subsidiary IOTIQ Innovations Private Limited for the amount of Rs. 5.39 crore.

The Company enhanced its credit facilities to Rs. 48.59 crore from HDFC Bank Limited, which is well within the borrowing limits of the Company.

B. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

C. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

D. DEMATERIALIZATION OF SHARES

The equity shares of the Company are compulsorily traded in dematerialized form and are available for trading through the depository system of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Companys International Securities Identification Number (ISIN) i S INE366C01021.

As on March 31, 2026 100 % of the Companys equity shares were held in dematerialized form with NSDL and CDSL.

E. RISK MANAGEMENT

Pursuant to section 134 0) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, the company has not constituted a risk management committee. As this Regulation is not applicable to the Company.

F. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the period under review, ACS Technologies Limited has filed a plea on 01 st April, 2026 before the Hon ble National Company Law Tribunal (NCLT) seeking directions to Central Depository Services (India) Limited (CDSL) to complete the corporate action in accordance with the approved resolution plan of the Company. The company has requested the Tribunal to direct CDSL to give effect to the extinguishment and cancellation of 83,82,652 equity shares belonging to the promoters category and to proceed with the allotment of 60,340 equity shares to other shareholders whose shares are pledged, as mandated under the resolution plan. Despite the plan having been duly approved under the provisions of the Insolvency and Bankruptcy Code, CDSL has not implemented these corporate actions, prompting ACS Technologies Limited to approach the NCLT to ensure compliance with the binding terms of the approved resolution plan, there are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

G. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company.

H. COMPLIANCE WITH SECRETARIAL STANDARD The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

I. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the period under review, there were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

J. COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 w.r.t. cost audit is not application to the Company.

K. REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE CITY

The registered office of the Company is at Pardha Picasa, Level 7, Durgam Cheruvu Road, Madhapur, Hyderabad, Telangana, India, 500081 in the local limits from its current address w.e.f. May 6, 2024.

22. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and Co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.

By order of the Board
For ACS Technologies Limited
Ashok Kumar Buddharaju
Date: 03/09/2026 Chairman and Managing Director
Place: Hyderabad (DIN: 03389822)

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