Ace Integrated Solutions Ltd

To,

The Members,

ACE INTEGRATED SOLUTIONS LIMITED

The Directors of your Company are pleased to present their 27th Annual Report on the business and operations of the Company along with the Audited Annual Financial Statements and the Auditors' Report thereon for the financial year ended March 31, 2024. The financial highlights for the year under review are given below:

(Figure in INR Lakhs)

COMPANY'S PERFORMANCE

Your Company's total revenue during the year under review was ? 914 Lakhs on standalone basis for the Financial Year ended March 31, 2024 compared to ? 691 Lakhs recorded during the previous Financial Year. The Profit before Tax for the year 2023-24 was ? 37 Lakhs as against ? 67 Lakhs in the previous year. Profit after Tax in 2023-24 stood at ? 41 Lakhs as against ? 47 Lakhs in the previous year.

The Consolidated total revenue during the year under review was ? 914 Lakhs on standalone basis for the Financial Year ended March 31, 2024 compared to ? 691 Lakhs recorded during the previous Financial Year. The Profit before Tax for the year 2023-24 was ? 37 Lakhs as against ? 67 Lakhs in the previous year. Profit after Tax in 2023-24 stood at ? 41 Lakhs as against ? 47 Lakhs in the previous year.

DIVIDEND

Your directors do not propose any dividend on the Equity Shares for the Financial Year ended March 31, 2024. TRANSFER TO RESERVE

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

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore, Ten Lakhs) equity shares of Rs 10/- (Rupees Ten) each and there is no change in the Authorized Share Capital of the Company during the financial year 2023-24.

SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 10,20,00,000 (Rupees Ten Crore and Twenty Lakh) and there is no change during the financial year 2023-24.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, The Company altered its Object Clause of Memorandum of Association of the Company for further expansion.

The Company is engaged in contract business of highly confidential work of manpower recruitment of various govt/Semi-govt organisation by processing online/offline application and conduction of examination, and processing of examination results. During FY 2023-24, The Company also involves in the business of paper trading, printing and trading of speciality chemicals.

POSTAL BALLOT

During the year under review, the Board of Directors has sought approval of the shareholders of the Company through Postal Ballot process pursuant to the provisions of Sections 108 & 110 of the Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

DEPOSITORY SYSTEM

All 1,02,00,000 (Rupees One Crore and Two Lakh) equity shares of the Company are in dematerialized form as on March 31, 2024. No share of the Company is held in physical mode.

LISTING

Your Company is listed on NSE Platform of National Stock Exchange of India Limited (NSE Main Board) w.e.f. November 04, 2022. The Company has paid the applicable listing fees to the Stock Exchange till date.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

Ace Prometric Solutions Private Limited, continues to be a Wholly Owned Subsidiary of the Company which is engaged in the business of Recruitment & Examination Services Management and development activities.

Presently, the Company does not have any material subsidiary.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), can be accessed on the Company's website at https://aceintegrated.com/wp- content/uploads/2024/08/Policy determining Material Subsidiaries.pdf

DEPOSITS

The Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT.

The Company has implemented and evaluated the Intemal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board and audit committee review the effectiveness of the Company's internal control system.

The Board of Directors confirm that the Internal Financial Controls are adequate with respect to the operations of the Company. A report of Auditors pursuant to section 143(3) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in the prescribed format (Form MGT-7) is available on Company's Website at https://aceintegrated.com/Investors/Annual-Return

Also, the draft of Form MGT-7, as on March 31, 2024, is made available on the Company's website https://aceintegrated.com/Investors/Annual-Return

REPORTING OF FRAUDS BY AUDITOR

During the period under review, the Statutory Auditor has not reported any instances of fraud committed in the Company by its officers or employees to the Board under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this report.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with a certif?cate from the auditors confirming compliance is annexed and forms part of the Annual Report.

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

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out- go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Account) Rules, 2014 forms part of this Board's Report and is annexed as Annexure-I.

RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the Company with related parties are at arm's length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC - 2 pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure-II.

In accordance with the requirements of the Listing Regulations, the Company has also adopted Policy on with Related Party Transactions and the same has been placed on the website of the Company www.aceintegrated.com

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013, Corporate Social Responsibility Policy is not applicable to your Company. Accordingly, the CSR Committee was not constituted.

REGISTERED OFFICE

The Registered office of the Company is situated at B-13, DSIDC Complex, Functional Industrial Estate, Industrial Area Patparganj, New Delhi-110092.

There was no change in the address of Registered office during the Financial Year 2023 -24.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURING THE YEAR: -

During the Financial Year under review, Mrs. Ritika Srivastava (DIN: 10294180) was appointed as an additional director in the category of Non-Executive Independent Director w.e.f. August 29, 2023 and regularized her appointment by obtaining the shareholder's approval in the Annual General Meeting dated September 29, 2023.

During the Financial Year under review, Mr. Deep Shankar Srivastava resigned from the position of Non- Executive Independent Director w.e.f. August 10, 2023.

During the Financial Year under review, The Board appointed Mr. Nitinkumar Radheyshyam Sharma (DIN: 06442840) as an additional director in the category of Non-Executive Independent Director, Mr. Korudi Jagga Rao (DIN: 10085289) as an additional director in the category of Non-Executive Independent Director and Mr. Rajeev Ranjan Sarkari (DIN: 08804128) as an additional director in the category of Executive Director cum Chief Executive Officer w.e.f. April 21, 2023 and regularized their appointment by obtaining the shareholder's approval in the Extra Ordinary General Meeting dated May 19, 2023.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs ("IICA") at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. Accordingly, all the Independent Directors of the Company registered their names with data bank of IICA. The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board of Directors duly met 10 (ten) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:

The Committees Meeting held during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:

AUDIT COMMITTEE MEETINGS

The members of Audit Committee duly met 6 (six) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows: -

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

The members of Stakeholders Relationship Committee duly met 6 (six) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows: -

No complaints were received from the shareholders during the year 2023-24.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

The members of Nomination and Remuneration Committee duly met 2 (two) times during the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows: -

CONSTITUTION OF COMMITTEES

The constitution of Audit Committee was changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Mr. Deep Shankar Srivastava resigned from the position of Non-Executive Independent Director w.e.f. August 10, 2023 on the Board of the Company and no longer part of the Committee.

$ Mr. NitinKumar Radheshyam Sharma was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mr. Korudi Jagga Rao was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mrs. Ritika Srivastava was appointed as Non-Executive Independent Director w.e.f. August 29, 2023 on the Board of the Company and subsequently forms part of the Committee.

The constitution of Stakeholders Relationship Committee has been changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Mr. Deep Shankar Srivastava resigned from the position of Non-Executive Independent Director w.e.f. August 10, 2023 on the Board of the Company and no longer part of the Committee.

$ Mr. NitinKumar Radheshyam Sharma was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mr. Korudi Jagga Rao was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mrs. Ritika Srivastava was appointed as Non-Executive Independent Director w.e.f. August 29, 2023 on the Board of the Company and subsequently forms part of the Committee.

The constitution of Nomination and Remuneration Committee has been changed in the meeting held on August 29, 2023 and the new constitution of the committee is as follows: -

Mr. Deep Shankar Srivastava resigned from the position of Non-Executive Independent Director w.e.f. August 10, 2023 on the Board of the Company and no longer part of the Committee.

$ Mr. NitinKumar Radheshyam Sharma was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mr. Korudi Jagga Rao was appointed as Non-Executive Independent Director w.e.f. April 21, 2023 on the Board of the Company and subsequently forms part of the Committee.

# Mrs. Ritika Srivastava was appointed as Non-Executive Independent Director w.e.f. August 29, 2023 on the Board of the Company and subsequently forms part of the Committee.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate Meeting of Independent Directors was held on January 29, 2024.

PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed Annexure- III.

NOMINATION & REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. Nomination and Remuneration Policy approved by the Board forms part of this Report and such policy can be accessed at www.aceintegrated.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177 of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-Blower Policy is already adopted by Board of Directors of the Company which enables the Directors and Employees to report instances of unethical behavior, fraud or violation of Company's Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and safeguarding the employees and Directors who raises grievances against victimization.

SEXUAL HARASSMENT POLICY

The Company has already adopted the Sexual Harassment Policy and all employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no incidences of sexual harassment reported during the year 2023-24 under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

In accordance with the Listing Regulations, it is mandatory for the top one thousand listed entities based on market capitalization, made a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board from time to time (by market Capitalisation) in respect of reporting on ESG (Environment, Social and Governance) parameters. Since, we do not fall under this criteria the Business Responsibility & Sustainability Report for FY 2023-2024 is not applicable to the Company.

CODE OF CONDUCT

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct (the Code) for Directors and Senior Management, which provides guidance on ethical conduct of business and compliance of law. All members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2024. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Company's website www.aceintegrated.com

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished pnce sensitive information related to the company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Ace Integrated Solutions limited, and cautions them on consequences of violations.

FAMILARIZATION OF INDEPENDENT DIRECTORS

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.aceintegrated.com. All the Independent Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

POLICY FOR PRESERVATION OF DOCUMENTS

The Company has Policy for preservation of documents and available on the website of the Company at www.aceintegrated.com

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

The Board of Directors has approved the terms and conditions for appointment of Independent Directors in the Company. The Terms and Conditions are available on the website of the Company at www.aceintegrated.com.

Sanmark & Associates, Chartered Accountants (FRN - 003343N), Statutory Auditor of the Company was appointed by the members in the 25th Annual General Meeting for a term of 5 consecutive years i.e., from Financial Year 2022-23 to 2026-27 to hold office from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting of the Company to be held in the calendar year 2027.

AUDITOR'S REPORT

The Auditors Report on the Audited Financial Statement of the Company for the year ended March 31, 2024 do not contain any qualification, reservation or adverse remark therefore not required any explanation or comment.

SECRETARIAL AUDITORS

According to the provisions of section 204 of the Companies Act, 2013, M/s. Atiuttam Singh & Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) having Office Address: D-10, First Floor, Gali No. 20, Madhu Vihar, New Delhi - 110092 has been appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report in form MR-3 for Financial Year 2023-24 is annexed as Annexure-IV.

The Secretarial Audit Report for the Financial Year ended on March 31, 2024 issued by Secretarial Auditor, do not contain any qualification, observation, reservation or adverse remarks therefore not required any explanation or comment.

Further in Compliance with Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the year ended March 31, 2024, issued by M/s. Atiuttam Singh & Associates, Company Secretaries (Membership No. 8719 and C.P. No. 13333) is annexed as Annexure-V. The same was filed with Stock Exchange (NSE) on May 27, 2024.

The Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2024 issued by Secretarial Auditor, do not contain any qualification, observation, reservation or adverse remarks therefore not required any explanation or comment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In term of Regulation 34 of the Listing Regulations, Management's Discussion and Analysis Report for the year under review, form part of Board Report and is annexed as Annexure-VI.

INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013 the Board re-appointed M/s. P. Rastogi & Co., Chartered Accountants (FRN: 028122N) as an Internal Auditor of the Company for the period of 5 (five) years to conduct Internal Audit for the financial years 2024-25 to 2028-29 and they perform their duties of internal auditors of the Company and their report are reviewed by the audit committee from time to time.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:

We also thank our esteemed customers & clients, vendors and investors for their continued support during the year. We also take this opportunity to place on record appreciation of the contribution made by our employees at all levels. Our growth demonstrates their commitment, handwork, support, and cooperation.