ACS Technologies Ltd Directors Report

The Financial Performance Summary and the State of the Companys Affairs for the current financial year ended March 31, 2025, along with the figures for the previous financial year, are as follows:

(Rs.in Lakhs)

During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs. 11154.10 Lakh is increased by 30.09% as against the Total Revenue of Rs. 8079.51 Lakhs in previous financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 457.99 Lakhs is increased by 9.07% as against the Net Profit after tax of Rs. 419.90 Lakhs in previous financial year 2023-24.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of Rs. 12658.05 Lakh is increased by 54.37 % as against the Total Revenue of Rs. 8199.40 Lakhs in previous financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 483.70 is increased by13.48% as against the Net Profit after tax of Rs. 426.65 Lakhs in previous financial year 2023-24.

During the financial year 2024 25, the Company obtained in-principle approval from BSE Limited vide its letter dated April 5, 2024, for the listing of its equity shares. As part of the listing process and in compliance with regulatory requirements, the Company undertook the necessary corporate actions with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL), which were completed on September 23, 2024. Upon fulfillment of all requisite conditions and procedures, 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 Rs. 3.53, which was subsequently revised by BSE and again on 9^th May 2025 the opening share price was Rs 16.99.

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:

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

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

d) In accordance with the provisions of Companies Act, 2013, Mrs. Anitha Alokam Whole Time Director of the Company would retire by rotation and, being eligible, offer herself for reappointment. The Board of Directors recommends her re-appointment at the ensuing Annual General Meeting. e) Details of Whole-Time Key Managerial Personal (KMP)

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 are Sri. Ashok Kumar Buddharaju, Chairman & Managing Director, Smt. Anitha Alokam, Whole-time Director, Sri. A. Prabhakara Rao, Chief Financial Officer and Mrs. Shilpi Gunjan Company Secretary & Compliance Officer.

Subsequent to the year under review, Mr. Sridhar Pentela, Company Secretary & Compliance Officer has resigned w.e.f. 15^th June, 2024 and Mrs. Shilpi Gunjan was appointed as Company Secretary & Compliance Officer w.e.f. 17^th June, 2024. f) 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) (ii) (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 a ppointment 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 Four (4) 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.

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

During the financial year 2024-25, the Company has not transferred any amount to amount to general reserve.

(a) No Change in Authorized Capital:

During the year under review, there was no change in the authorized share capital of the Company as per the records maintained with the Ministry of Corporate Affairs (MCA). The authorized share capital continues to stand at 344,00,00,000/- (Rupees Three Hundred Forty-Four Crore only), divided into 34,40,00,000 equity shares of 10/- each.

However, pursuant to the order passed by the Honble National Company Law Tribunal (NCLT), the authorized share capital of the Company stands revised to 172,00,00,000/- (Rupees One Hundred Seventy-Two Crore only), divided into 17,20,00,000 equity shares of 10/- each.

The Company has duly filed Form INC-28 with the Registrar of Companies (ROC) for giving effect to the said NCLT order.

Due to a technical issue, the revised authorized share capital has not yet been reflected on the MCA portal. The Company is actively coordinating with the ROC for necessary correction and updation of records

(b) No Change in Issued/Subscribed/Paid-up Capital:

During the period under review, the Issued/Subscribed/Paid-up Capital of the Company is Rs. 60,74,19,480/- (Rupees Sixty Crore Seventy-Four Lakh Ninteen Thousand Four Hundred Eighty) divided into 6,07,41,948 Equity shares of Rs. 10/- (Rupees Ten only) each.

Company has not issued any Equity shares with differential rights, Sweat Equity Shares and also no Employee Stock Options were granted during the year under review. Therefore, no disclosures pursuant to Rule 4(4), Rule 8(13) and Rule 12 (9) of the Companies (Share Capital and Debenture Rules), 2014 are required to be given.

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.

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 2024-25, Nil complaints were received by ICC.

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY i. Company ensures that the Operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. ii. No specific investment has been made in reduction in energy consumption iii. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

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

11. AUDITORS

A. STATUTORY AUDITORS

M/s. GORANTLA & Co., Chartered Accountants, (Firm Registration No: 16943S) have been reappointed 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 2026-27 and to hold office from the conclusion of 30 ^thAGM till the conclusion of 35^thAGM. 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. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the period under review, the Corporate Social Responsibility (CSR) provisions are not applicable to the Company.

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, 2 014 a nd 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 sub-section (3) of Section 92 is updated in the website of the Company. Link for the Annual Return is a s under https://www.acstechnologies.co.in/annual_reports.html

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. All the related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis. Form AOC-2 will not form part of Boards report, as all the transactions with related parties are in arms 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, 2025.

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

As on 31^stMarch, 2025, the Company does not have any Holding Company, one (1) Subsidiary Company the details of which is tabulated hereunder.

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 Limiteds financials and operations are subject to additional oversight and disclosure requirements in line with regulatory norms to ensure transparency and effective governance.

16. 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.

17. 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.

18. 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: https://www.acstechnologies.co.in/assets/docs/Code%20of%20Conduct/WHISTLEBLOWER%20 %20POLICY(1).pdf

19. 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 the 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 the 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.

20. 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 was 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.

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The company continues to accord high priority to the health and safety of employees at its corporate office and its other locations. During the year under review, the company conducted safety training programs for increasing disaster preparedness and awareness among all employees at the Head office. Training programs and mock drills for safety awareness were also conducted for all employees. Safety Day was observed with safety competition programs with aim to imbibe safety awareness among the employees at the Head Office . During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has given Corporate guarantees to its Subsidiary IOTIQ INNOVATION PRIVATE LIMITED on 31^st December 2024 of Rs. 2.50 crore

The Company enhances the credit facility from HDFC Bank Limited to Rs 36.50 in the financial Year.

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.

B. 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.

C. DEMATERIALIZATION OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization. In response to the compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73 dated April 20, 2018, your company had issued 4 (four) reminders to all the Shareholders whose shares are in physical mode and requested them to dematerialize their shares. The Board pleased to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in DEMAT form by submitting their claims to the Company / RTA.

D. RISK MANAGEMENT

Pursuant to section 134 (3) (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.

E. 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 20^th January 2025 before the Honble 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 LN Industries India Limited. 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 a ctions, 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.

F. CHANGE IN THE NATURE OF BUSINESS

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

G. 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.

H. 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).

I. COST AUDIT

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

J. 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.

23. 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.