Action Construction Equipment Ltd

Dear Members,

Your Directors are pleased to present the 30^th Annual Report on the business and operation of the Company together with Audited Statement of Accounts for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"):

The summarized financial highlight is depicted below:

FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)

The brief highlights of the Company's performance (standalone) during the financial year 2023-24:

• Total revenue from operations increased to 2911.54 Crores as against 2157.99 crores in the previous year - an increase of 34.92%.

• Earnings before Interest, Depreciation, Amortization, Exceptional Items & Tax for the current year is 479.26 crores against 247.06 crores in the previous year - an increase of 93.99%.

• Profit before Tax (PBT) and Profit after Tax (PAT) for the current year are 433.23 crores and 327.64 crores respectively against 219.16 crores and 161.20 crores in the previous year - an increase of 97.68% and 103.25% respectively.

• Earnings per share is 27.52 for the year under review. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended March 31, 2024.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

DIVIDEND

The Board of Directors at their meeting held on May 21, 2024, has recommended payment of 2.00 i.e. (100%) per equity share of the face value of 2 (Rupee Two) each as final dividend for the financial year ended March 31, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

DIVIDEND DISTRIBUTION POLICY

In compliance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, as amended, the Board of Directors of the Company have adopted the Dividend Distribution Policy of the Company ("the Policy"). The policy inter alia, lays down various parameters relating to declaration/recommendation of dividend. The policy is available on the Company's website at weblink : https://www. ace-cranes.com/public/front/pdf/Dividend_Distribution_Policy_ ACE_2021.pdf.

UNCLAIMED DIVIDENDS

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report which forms part of this Annual Report.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of your Company. The authorized equity share capital of your Company is 23.82 crores and during the year Company has not issued any:

(a) Shares with differential rights;

(b) Sweat equity shares;

(c) Bonus shares;

(d) Debenture, bond and any other securities.

During the year, the company has not done any buy back of equity shares.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

Your Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company through Action Construction Equipment Limited Employee Stock Option Scheme 2021 ("Scheme"). The Scheme is in line with the SEBI (Share Based Employee Benefits

and Sweat Equity) Regulations, 2021 ("SBEB Regulations") and there were no material changes to the scheme during the financial year 2023-24 except the following as given below:

The members of the Company in their AGM held on August 25, 2023 has approved the amendment in exercise period specified under Action Construction Equipment Limited Employees Stock Option Scheme 2021 ("Scheme") from existing "three months from the date of respective vesting" to "two years from the date of respective vesting" and it was noted that the amendment in the Scheme is not prejudicial to the interests of the options grantees/ employees of the Company.

During the year under review, the Nomination and Remuneration Committee of the Board in their resolution passed by the circulation effected on June 03, 2023, had approved grant of upto 90,000 stock options (actual grant being 79,674 stock options) convertible into equivalent number of equity shares of 2 each to the eligible employees of your Company as per the Scheme.

Pursuant to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the certificate received from the secretarial auditor of the Company confirming implementation of the Scheme in accordance with the said regulations and the resolution passed by the members, will be made available at the AGM.

In terms of regulation 14 of the SBEB Regulations, a statement giving complete details, as at March 31, 2024, is available on the website of the Company at https://www.ace-cranes.com.

Details of options vested, exercised and cancelled are also provided in the notes to the standalone financial statements of the Company for the financial year ended as on March 31, 2024.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to both the Stock Exchanges.

CREDIT RATING

ICRA Limited has reaffirmed the Long-Term Credit Rating [ICRA] AA (Stable) (pronounced ICRA double A) with a stable outlook and Short-Term Credit Rating of [ICRA]A1+ (pronounced ICRA A one plus) for the bank loan facilities. This indicates Company's sound financial health and its ability to meet the financial obligations and outlook on the long-term Rating is Stable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

DISCLOSURES RELATING TO SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

A list of subsidiaries of your Company is provided as part of the notes to the consolidated financial statements.

As on March 31, 2024, the Company has following subsidiaries Companies/Firms.

Note: SC Forma SA, Romania a subsidiary of the Company is under Voluntary liquidation process as per applicable laws in Romania.

In accordance with Section 129(3) of the Companies Act, 2013, Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards, the Company has prepared consolidated financial statements of the Company and its subsidiaries, which form part of the Annual Report. For details please refer the Consolidated Financial Statements.

A statement containing the salient features of the financial statement/highlights of performance of our subsidiaries in the prescribed Form AOC-1 is attached as Annexure-I to this Report.

There are no associates and Joint Ventures Companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act) and there has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of its subsidiaries, are available on our website at www.ace-cranes. com. These documents will also be available for inspection during business hours at our registered office.

In terms of the Company's Policy on determining "material subsidiary", during the financial year ended March 31, 2024, there is no material subsidiary of the Company whose income exceeds 10% of the consolidated income of the Company in the immediately preceding financial year.

The Policy for determining material subsidiaries may be accessed on the Company's website at link https://www.ace-cranes.com/ public/front/pdf/Policy-for-Determining-Material-Subsidiaries- ACE.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company's Board had eight members comprising of Four Executive Promoter Directors and four

Independent Directors, including one Woman Director. The details of Board and Committee composition and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Re-appointment

The Board of Directors, in their meeting held on May 21, 2024, had recommended for re-appointment of M Surbhi Garg (DIN: 01558782), as Whole Time Director designated as Executive Director, Mr. Avinash Prakash Gandhi (DIN: 00161107) as Non-Executive Independent Director and Dr. Divya Singal (DIN: 08722144), as Non-Executive Independent Director (Independent Woman Director) of the Company for a further period of 5 years w.e.f. April 1, 2025, October 1, 2024 and April 01, 2025 respectively subject to the approval of the shareholders in the ensuing Annual General Meeting. Their appointment(s) are appropriate and in the best interest of the Company. Details related to their re-appointment(s) as required to be disclosed under Companies Act/listing Regulations are given in the notice of 30^th AGM.

Re-appointment of Directors retiring by rotation

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as "the Act") and Articles of Association of the Company, M Mona Agarwal (DIN: 00057653), Whole-Time Director of the Company will retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Details related to her re-appointment as required to be disclosed under Companies Act/listing Regulations is given in the notice of 30^th AGM.

Pecuniary relationship or transactions with the Company

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

Declaration By Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the Listing Regulations").

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

Key Managerial Personnels (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rules made thereunder following are designated as Key Managerial Personnel (KMP) of the Company:

• Mr. Vijay Agarwal, Chairman & Managing Director;

• M Mona Agarwal, Whole-Time Director;

• Mr. Sorab Agarwal, Whole-Time Director;

• M Surbhi Garg, Whole-Time Director;

• Mr. Rajan Luthra, Chief Financial Officer (CFO); and

• Mr. Anil Kumar, Company Secretary & Compliance Officer. NUMBER OF BOARD MEETINGS

The Board met 4 (Four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Companies Act and SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors Meeting

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Meeting of the Independent Directors of the Company was also held on February 06, 2024, without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company, taking into account the views of Executive Directors, and also to assess the

quality, quantity and timeliness of flow of information between the Company management and the Board.

ANNUAL GENERAL MEETING

During the financial year 2023-24, 29^th Annual General Meeting of the Company was held on August 25, 2023 at 12:00 noon through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM").

COMMITTEES OF THE BOARD

As required under the Companies Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. Additionally, the Board has constituted internal management committee of Directors named as "Committee of Board of Directors (COB)" for taking the administrative decisions of the Company. As on March 31, 2024, the Board has comprised the following committees/sub-committees.

Statutory Committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee;

(e) Risk Management Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees, including its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report.

The composition and terms of reference of all the Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration and appointment of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation. The above policy has been posted on the website of the Company at link https://www. ace-cranes.com/public/front/pdf/RemunerationPolicyACE.pdf

Board Diversity

Your Company recognises and embraces the importance of a

diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directo The said Policy is available on your Company's website and link for the same is https://www.ace- cranes.com/public/front/pdf/Board-Diversity-Policy-ACE.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013, your Directors hereby confirm that they:

(i) Have followed in the preparation of Annual Accounts for the financial year 2023-24, the applicable Accounting Standards and no material departures have been made for the same;

(ii) 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(iii) Had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Had prepared the annual accounts on a going concern basis;

(v) Have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation

25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Independent Directors at their separate meeting, without participation of the Non-Independent Directors and Management have considered and evaluated the Board's performance and performance of the Chairman and Non Independent Directo The Independent Directors in the said meeting have also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Board of Directors has evaluated the performance of each of the Independent Directors (without participation of the relevant Director). The Board has carried out the annual evaluation of its own performance and that of its Directors individually. The evaluation criteria as approved by the Nomination and Remuneration Committee included various aspects of the functioning of Board such as composition, process and procedures including adequate and timely information, attendance, decision making, roles and responsibilities etc.

The performance of individual directors including the Chairman was evaluated on various parameters such as industry knowledge & experience, vision, commitment, time devoted etc. The evaluation of Independent Directors was based on aspects like participation & contribution to the Board decisions, knowledge, experience and integrity etc.

STATUTORY AUDITORS

As per provisions of Section 139(1) of the Act, the Company has appointed M/s BSR & Co. LLP, Chartered Accountants (Firm Regn. No. 101248W/W-100022) as Statutory Auditors of the Company for a period of 5 (Five) years (April 01, 2022 to March 31, 2027)

i.e. till the conclusion of the 33^rd AGM to be held in the calendar year 2027, in the AGM of the Company held on September 20, 2022.

Representative of M/s B S R & Co. LLP, Statutory Auditors of your Company attended the previous AGM of the Company held on August 25, 2023.

Statutory Auditors Report

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks. The Notes to the financial statements referred in the Auditor's Report are self-explanatory. The Auditor's Report is enclosed with the financial statements forming part of this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, M/s Vasisht & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending March 31, 2024.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-II. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Secretarial Compliance Report

Pursuant to SEBI circular no CIR/CFD/CMD1/27/2019 dated February 08, 2019, in addition to secretarial audit, Annual Secretarial Compliance Report given by M/s Vasisht & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-III.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act, 2013 and Rules made thereunder, M/s Vandana Bansal & Associates, Cost Accountants (Firm Registration No. 100203) has been appointed as the Cost Auditors of the Company for the year ending March 31, 2024. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

Cost audit report for financial year 2023-24 will be filed with the Ministry of Corporate Affairs within stipulated time period.

INTERNAL AUDIT

The Board of Directors of the Company has appointed Earnest & Young (EY) as Internal Auditor of the Company, to audit the function and activities of the Company and to review various operations of the Company; the Company continued to implement their suggestions and recommendations to improve the control environment.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors and Cost Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143 (12) of the Companies Act, 2013, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and link for the same is https://www.ace-cranes.com/public/front/pdf/ CSR%20Policy-New%20Policy%202021.pdf. The Annual Report

on CSR activities is annexed and forms part of this report as Annexure - IV. During the financial year, your Company has met its CSR obligations in terms of Section 135 of the Act. Your Company has spent more than 2% of its statutory CSR obligations.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance.

Your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is https://www.ace-cranes.com/public/front/pdf/11- CODE-OF-BUSINESS-CONDUCT-AND-ETHICS.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is separately given and forms part of this Annual Report and provides a more detailed analysis on the performance of individual businesses and their outlook.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee and Board for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act.

Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of section 134 of the Act read with Rule 8 of the Company (Accounts) Rules, 2014 is given as Annexure-V to this report.

The Policy on materiality of related party transactions and dealing with related party transactions may be accessed on the Company's website at link https://www.ace-cranes.com/home/ investor-policies-and-programme-codes.

Your Directors draw attention of the members to note 33 in the notes to accounts in the Standalone Financial Statements and to note 34 in the notes to accounts in the Consolidated Financial Statements which sets out related party disclosures.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2024 comprises of the following Directors: Mr. Avinash Parkash Gandhi (Chairman), Mr. Vijay Agarwal, Mr. Shriniwas Vashisht, and Dr. Jagan Nath Chamber as Membe For more details kindly refer to the section Committees of the Board-Audit Committee, in the Corporate Governance Report, which forms part of this Annual Report. All recommendations of Audit Committee were accepted by the Board of Directo

RISK MANAGEMENT

The Company has constituted a Risk Management Committee in Compliance with the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of this Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report.

The Company has also formulated the Risk Management Policy, to identify risks and minimize their adverse impact on business and strives to create transparency which in turn enhances the Company's competitive advantage.

According to the aforesaid business risk policy, the Company has identified the business risks associated with its operations and an action plan for its mitigation of the same is put in place. The business risks and its mitigation have been dealt with in the Management Discussion and Analysis Section of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process with regular monitoring of expenses and Internal audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on Company's websiteat https://www.ace-cranes.com/home/investor- policies-and-programme-codes. During the year, no case of genuine concerns received under this policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has laid down sexual harassment policy pursuant to provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith. The Company has zero tolerance on sexual harassment at workplace. During the financial year 2023-24, no complaint was received under this policy.

RESEARCH AND DEVELOPMENT

Your Company continues to invest in a comprehensive Research & Development (R&D) programme to develop a unique source of sustainable competitive advantage and build future readiness by leveraging contemporary advances in several relevant areas of science and technology and blending the same with classical concepts of product development.

The Company has dedicated R&D centers at Jajru Road, Faridabad and at Dudhola Link Road, Dudhola Village, Palwal. Both these centers have accreditations from the Ministry of Science and Technology, Govt. of India. Both the centers continuously carries out Research and Developments for developing new products and also focus on the quality of products, making them more economical, cost effective and user friendly.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY's OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-VI to this Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of the financial year 202324 are provided in the notes to standalone financial statements.

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

Information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure-VII and forms a part of this report.

ANNUAL RETURN

The extracts of the Annual Return of the Company in Form MGT-9, as they stood on the close of the financial year i.e. March 31, 2024 is furnished in Annexure-VIII and forms part of this Report.

Further, a copy of the Annual Return of the Company containing the particulars prescribed under section 92 of the Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. March 31, 2023 is uploaded on the website of the Company and link for the same is https://www.ace-cranes. com/home/mgt-7.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) yea

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

The details relating to amount of dividend transferred to the IEPF authority and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided in the Corporate Governance Report section of this Annual Report.

AWARDS AND RECOGNITIONS

Your Company continues to deliver unmatched performance amongst its peers and has been conferred with awards every year.

The Company was awarded with many awards and recognition. The significant award includes:

• Bestseller in Tower Cranes at 11^th Annual Equipment India Awards on October 12, 2023;

• Top Challengers of 2022-23 at 21^st Construction World Global Awards on October 12, 2023;

• Innovative Design Award to ACE AP 21A Articulating Boom Lift Self-Propelled Aerial Work Platfrom at Equipment Times Yellow Dot Awards Dec 2023;

• Innovative Design Award to ACE F150 EV NextGen Electric Crane at Equipment Times Yellow Dot Awards Dec 2023;

• Hurun India Value Creator of the Year 2023 Award at India's Most Respected Entrepreneurs Awards by Hurun India, Jan 2024;

• Listed as India's Leading Listed ESG Entity in ESG Champions of India publication by Dun & Bradstreet unveiled at the "ESG Leadership Summit 2024", March 2024.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provision of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) for the financial year 2023-24 is annexed as Annexure-IX and forms part of this report.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios.

Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, servers, application and the data.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company's website at www.ace-cranes.com.

OTHER INFORMATION

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or said items are not applicable to the Company:

1. The Managing Director and the Whole Time Directors has not received any remuneration or commission from any of its subsidiaries.

2. During the year under review, the company has not done any buy back of equity shares.

3. The Disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, right issue, preferential issue etc. is not applicable to the Company.

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

5. The requirement to disclose the details of difference between 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.

6. Your Company does not fall under the category of large corporate, as defined under SEBI vide its circular SEBI/HO/ DDHS/CIR/P/2018/144 dated November 26, 2018, as such no disclosure is required in this regard.

7. During the year under review, their is no revision of financial statements and Directors Report of your Company.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and continued co-operation extended by all the customers, vendors, dealers, bankers, regulators and business associates. The Board places on record its appreciation to all the employees

for their dedicated and committed services. Your Directors deeply acknowledge the continued trust and confidence that the shareholders place in the management and is confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming yea