ACS Technologies Ltd Directors Report

During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs. 8089.27 Lakh is increased by 17.43% as against the Total Revenue of Rs. 6888.74 Lakhs in previous financial year 2022-23. The Company has recorded a Net Profit after tax of Rs. 419.90 Lakhs is increased by 56.21% as against the Net Profit after tax of Rs. 286.80 Lakhs in previous financial year 2022-23.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of Rs. 8209.16 Lakh is increased by 18.12% as against the Total Revenue of Rs. 6950.15 Lakhs in previous financial year 2022-23. The Company has recorded a Net Profit after tax of Rs. 426.65 Lakhs is increased by 47.01% as against the Net Profit after tax of Rs. 290.21 Lakhs in previous financial year 2022-23.

In accordance with Order No. CP (IB) NO.17/9/HDB/2022 issued by the Honble National Company Law Tribunal (NCLT) and the Resolution Plan approved by the Honble NCLT, the Board of the Company has resolved to implement the following measures:

During the financial year 2023-24, the Company had applied to the BSE Limited for listing approval and the BSE has issued its in-principle approval vide its letter dated 5^th April, 2024. The company is undergoing the process to take confirmation from CDSL and NSDL which is a pre-requisite to obtain trading approval from BSE.

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Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the period under review, the Key Managerial Personnels of the Company were Sri. Ashok Kumar Buddharaju, Chairman & Managing Director, Smt. Anitha Alokam, Whole-time Director, Sri. A. Prabhakara Rao, Chief Financial Officer and Mr. Sridhar Pentela 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 Ms. Shilpi Gunjan was appointed as Company Secretary & Compliance Officer w.e.f. 17^th June, 2024.

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 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 Thirteen (13) Board Meetings and Five (5) 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 2023-24, 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 Capital of the Company. The Authorized Capital of the Company is Rs. 172,00,00,000/- (Rupees One Hundred Seventy-Two Crore only) divided into 17,20,00,000 Equity shares of Rs. 10/- each.

(b) Change in Issued/Subscribed/Paid-up Capital:

During the period under review, the Issued/Subscribed/Paid-up Capital of the Company is increased from Rs.

55,94,19,480/- (Rupees Fifty Five Crore Ninety-Four Lakh Nineteen Thousand Four Hundred Eighty only) divided into 5,59,41,948 Equity shares of Rs. 10/- each to Rs. 60,74,19,480/- (Rupees Sixty Crore Seventy-Four Lakh Nineteen 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:

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 2023-24, Nil complaints were received by ICC.

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

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.

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 2023-24 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 M/s VCSR & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2024-2025. The report of the Secretarial Auditor in Form MR-3 for the FY 2023-24 is enclosed as Annexure 1 and forms part of this report. The Secretarial Auditors have, in their report, given observation that the Nomination and Remuneration Committee of the Company is not properly constituting with required no of non-executive Directors.

Reason for delay: The reconstitution of Nomination and Remuneration Committee with proper combination of Non-Executive Directors is in progress. The process got delayed because the Company is in transition period of implementation of the Merger order of Honble NCLT.

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, 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 sub-section (3) of Section 92 is updated in the website of the Company. Link for the Annual Return is as under https://www.acstechnologies.co.in/_

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, 2024.

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

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 / WHISTLEBLOWER 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/

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 Chairperson & 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.

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 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.

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

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

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

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 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.

E. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing Regulation, risk management committee is non-mandatory committee in the Company as per the market capitalization. However, the Board of Directors has voluntarily constituted the Committee. At present the company has not identified any element of risk.

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, 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.

Please note that During the previous financial year 2022-23, ACS Technologies Limited which was formerly known as LN Industries India Limited has filed a scheme of arrangement in Honble National Company Law Tribunal (NCLT). Hyderabad and the Honble NCLT passed order no. CP(IB) No. 17/9/HDB/2022 Dated 24^th March 2023 approving the scheme.

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. CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE

CITY

The registered office of the Company is changed from Plot No. 424/A, Road No. 18, Jubilee Hills, Hyderabad, Telangana, to the new address at Pardha Picasa, Level 7, Durgam Cheruvu Road, Madhapur, Hyderabad, Shaikpet, Telangana, India, 500081 in the local limits from its current address w.e.f. May 6, 2024.

23. ACKNOWLEDGEMENT