Ace Engitech Ltd

To,

The Members,

Your directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the company together with the Audited Financial Statements and the

Auditors' Report thereon for the financial year ended on March 31, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended on March 31, 2023.

(Amount in Lakhs)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review, your company has incurred losses of Rs. 15.54/- Lakhs in financial year 2023-24 as compared to losses incurred in Previous financial Year 2022-23 of Rs. 11.43/- Lakhs during the reporting period. Your Directors and Management along with the entire team are taking all possible action to sustain our financial growth and business operational developments in spite of all adverse external conditions & competition. Your Company's management is trying their best to improve company's performance in the coming years.

3. LISTING STATUS

The Company is listed on BSE Limited, (Scrip Code: 530669). The annual listing fee has been paid within time as required under Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

Further, the process of restructuring of the company by way of reduction of share capital has been completed. The company have taken some initiatives during the financial year 2023-24.

Reduction of Equity Share Capital

The company has passed the Board resolution for reduction of Share Capital as on October 30, 2021 and after getting unanimously approval from the Board of directors of the company, the company has applied to BSE Limited for approval of reduction of Share Capital as per section 66 and other applicable provisions of the Companies Act, 2013 read compliance with the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017, for the purpose of approval under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and coordinating with SEBI as on dated November 09, 2021.

After scrutiny of all the documents, the BSE Limited (the Designated Stock Exchange) has approved as on dated May 13, 2022 the reduction of Share Capital as per Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The matter was also listed at National Company Law Tribunal (NCLT), Jaipur. Representatives of the Company had attended the hearings from time to time and complied the directions given by the NCLT, Jaipur from time to time.

Accordingly, the Hon'ble National Company Law Tribunal, Jaipur Bench, ("NCLT"/"Tribunal") has approved the Scheme of Reduction between Ace Engitech Limited (Erstwhile Prem Somani Financial Services Limited) and their respective shareholders under Sections 66, 230 and any other applicable provisions of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016. vide its order dated March 28, 2024 ("Order").

Further ROC Jaipur has also approved E-Form INC-28 and issued the Certificate of Registration of Order Confirming Reduction of Capital on May 8, 2024.

Pursuant to the provisions of Regulation 42 of the SEBI (LODR) Regulations, 2015, the Company had fixed Wednesday, June 19, 2024 as the record date to give effect to the Scheme of Reduction of Equity Share Capital of the Company pursuant to the Order of the Honorable National Company Law Tribunal, Jaipur Bench, dated March 28, 2024. The company has fixed the record date for Reduction of 74% of the share capital of the Company held by all the shareholders such that, the shareholders of the Company, as on the record date, shall hold 26 (Twenty Six) equity shares of INR 10/- (Rupees Ten) each for every 100 (Hundred) equity shares held by them as on the record date.

On the effective date and after securing necessary approvals and permissions the company had reduce its fully paid up equity share capital from Rs. 3,30,34,000/- (Rupees Three Crore Thirty Lakhs Thirty Four Thousand Only) divided into 33,03,400 (Thirty Three Lakhs Three Thousand Four Hundred) Equity Shares of Rs. 10/- each to Rs. 85,88, 840/- (Eighty-Five Lakh Eighty-Eight Thousand Eight Hundred Forty only) divided into 8,58,884 (Eight Lakh Fifty-Eight Thousand Eight Hundred Eighty-Four) Equity Shares of Rs. 10/- (Rupees ten only) Each.

Board of Directors of the company has passed the circular resolution on Friday, June 28, 2024 and approved the allotment of 8,58,884 (Eight Lakh and Fifty Eight Thousand Eight Hundred Eighty Four) Equity Shares of Rs. 10 (Rupees Ten) each, to Shareholders whose name appears on the Record Date i.e. June 19, 2024 as approved by BSE ltd. pursuant to the scheme of reduction of equity share capital of the company.

Every fractional entitlement hadbeen rounded off to the next single digit share. The promoter has offered their holding for the purpose of rounding off, in case it is required, so that post reduction, the Equity Share Capital of the Company shall remain at Rs. 85, 88, 840/- consisting of 8, 58, 884 (Eight Lakh Fifty-Eight Thousand Eight Hundred Eighty-Four) fully paid of equity shares having a face value of Rs. 10/-each.

The fractional entitlement of shares as per Record Date was transferred by promoters to public shareholders entitled to fractional shares, free of cost.

Pursuant to the Observation Letter dated May 13, 2022 regarding the Scheme of Capital of Reduction of Prem Somani Financials Services Limited and its Shareholders and Creditors as received fron BSE Ltd. "The proposed Equity Shares to be issued in terms of the "Scheme" shall mandatorily be in demat form only." So in compliance with the said observation letter Your Company will keep the allotment of the shares, which are in physical form in abeyance and the same shall be allotted upon dematerialisation of such shares. Further we request the shareholders to dematerialize their physical holdings.

Accordingly, the Shareholders may take note that, the Company has complied with the regulatory requirements of the stock exchange (BSE Ltd.) for giving effect to the aforesaid Corporate Actions and for listing of the resultant securities on the trading platform of BSE Ltd. The said shares shall be traded on the main board of BSE Ltd. w.e.f August 28, 2024.

Rationale/Reason for Reduction of Equity Share Capital

In view of the accumulated carry forward losses that the Company's Balance Sheet is not reflecting at its actual value and with the future prospect of growth and value addition to the shareholders, the Company has proposed to clean its books thereby enabling the Company to raise future resources considering the expansion programs that has been considered for development would need huge amount of investment both in terms of equity as well as debt.

Continuous Losses have substantially wiped off the value represented by the Share Capital thus the financial statements do not reflect the correct picture of the health of the Company. This has given rise to the need to re-align the relation between capital and assets and to accurately and fairly reflect the liabilities and assets of the Company in its books of accounts. The Company has evaluated the effect of this upon the Company's functioning and has carefully examined different options available to the Company.

After detailed deliberations the Board of Directors of the Company is of the view that reduction of capital in accordance with section 66 of Companies Act 2013 read with National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 is the only practical and economically efficient legal option available to the Company. In order to reflect its assets and liabilities at their real value and maximize its business value, the Company proposes to reduce the equity share capital of the Company.

For ensuring that the financial statements of the Company reflect the real picture and the Capital which is lost is not continued to be shown on the face of balance sheet it is necessary to carry out reduction of capital of the Company.

The reduction of Capital in the manner proposed would enable the Company to have a rational capital structure which is commensurate with its remaining business and assets.

The Scheme of Reduction of Share Capital is presented with a view to achieve Restructuring of the Company which would result in reducing of the accumulated losses of the Company and improvement in the financial health as more business activities shall be brought into the Company thereby preventing it from becoming a sick company.

The Scheme of Reduction of Share Capital will result in reflecting the financial statements at the actual values which would enhance shareholders value and confidence.

Objects and Benefits arising out of the Scheme-

The Company has incurred heavy losses in past and has eroded its Net Worth. The Scheme, after full implementation, will result in making its Net Worth more realistic; The Scheme will enable the Company to overcome its financial difficulties and improve its working in the future; Once the Scheme is sanctioned it would enable the company to share its future profits with its shareholders. The true financial statements of the Company would ensure company to attract new source of avenue and in turn enhancement of its shareholders' value. The Scheme will help the Growth of the Company, which will be in the interests of its employees, shareholders, the National and State Exchequer and the society in general; and The Scheme will facilitate the company to expand & smoothen the business activities. The experience and expertise of the promoters will bring efficiency and professionalism in the management of the company. This Scheme of Reduction of share Capital would result in the decrease in the accumulated losses of the Company and improvement in the financial health as more business activities shall brought into the company. The scheme is only for reduction of capital of the company and it does not envisage transfer or vesting of any properties and/ or liabilities to or in favour of the Company.

Impact of the scheme on Creditors/ Banks/ Financial Institutions

The Reduction will not cause any prejudice to the interest of the Creditors/Banks/Financial institutions of the Company. The Creditors of company are in no way affected by the proposed reduction of the Equity share capital as there will not be any reduction in the amount payable to any of the Creditors arising out of this reduction. Further, the proposed reduction would not in any way adversely affect the ordinary operations of the Company or the ability of the Company to honour its commitments or pay the debts in ordinary course of business. The above proposal, does not in any manner, alter, vary, or affect the rights of the Creditors/Banks/Financial Institutions.

The Scheme in any manner whatsoever does not, alter, vary, or affect the payment of any types of dues or outstanding amounts including all or any of the statutory dues payable or outstanding.

Modifications/Amendments to the scheme

The Company through its Board of Directors or a Committee so assigned or formed and delegated powers for the said purpose may assent to any modification or amendment to the Scheme or agree to any terms and/or conditions which the NCLT Jaipur Bench and/or any other Competent authorities under law may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting the Scheme in to effect. For the purpose of giving effect to the scheme or to any modification thereof, the Board of Directors of the company (which expression shall be deemed to include any committee of Directors constituted by the Board thereof), are hereby authorized to give such directions and or to take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise. All amendments/modifications to the scheme pursuant to this clause shall be subject to the approval of NCLT Jaipur Bench/Regional Director, Registrar of Companies, Jaipur or any other competent authority.

Scheme conditional on Approvals/Sanctions

The Scheme is conditional on and subject to:

The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Company. The requisite resolution (s) under the applicable provisions of the said Act being passed by shareholders of the Company for any of the matters provided for or relating to the Scheme as may be necessary or desirable. The company being a listed entity shall comply with formalities and procedure for designating BSE Limited as the Designated Stock Exchange for the purpose obtaining approval under Regulation 37 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 or any other applicable provisions or rules or laws for the time being in force. The sanction of the National Company Law Tribunal (NCLT) Jaipur Bench/Regional Director, Registrar of Companies or any other competent authority under Section 66 of the Act, the Rules made there under read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, in favor of the Company and to the necessary Order or Orders under the applicable sections and provisions, be obtained. Any other sanction or approval of the Appropriate Authorities concerned as may be considered necessary and appropriate by the Board of Directors of the Company being obtained and granted in respect of any of the matter for which such sanction or approval is required.

Changed the Name of the company from Prem Somani Financial Services Limited to Ace Engitech Limited w.e.f. April 27, 2022.

Due to Change in the objects of the company from financial activities to IT Technologies and web designing related, it is mandatory to change the name of the company accordingly, because the listed entity has been changed its activities which are not reflected in its name, it's required to change its name in line with its activities within a period of six months from the change of activities in compliance of provisions as applicable to change of name prescribed under Companies Act, 2013.

In view of the above, the company has changed its object clause in the previous AGM which was held on August 09, 2021 and in this regard the Registrar of Companies (Hereinafter referred as "ROC"), Jaipur, Rajasthan has issued the certificate of alteration in Object Clause dated September 07, 2021.

Further the Company has passed circular resolution as on dated January 27, 2022 and had suggested two names of the Company in order of preference, subject to the availability of the name with Ministry of Corporate Affairs, Govt. of India under the provisions of the Companies Act, 2013:

The Ministry of Corporate Affairs, Govt. of India vide its letter dated February 11, 2022 had informed that Ace Engitech Limited is available to be registered as new name for the Company. The Board approved the change of the name of the Company from "Prem Somani Financial Services Limited" to "Ace Engitech Limited" subject to all necessary and regulatory and statutory approvals in its meeting held on February 12, 2022.

Consequential change required to the name clause of the Memorandum of association of the Company. Further, it is perceived in the best interest of the Company to make all necessary changes to the Name of the Company as may be required by the Registrar of Companies.

Accordingly, in view of above, the Shareholders had approved the Postal Ballot as on March 26, 2022 and the amendment in the Memorandum and Articles of Association of the Company to bring them in line with the reference of the Name Clause and substitute New Name, wherever it appears.

A copy of the altered Memorandum and Articles of Association and New certificate of incorporation after name Change, which was received from the Registrar of Companies, Jaipur, Rajasthan as on April 27, 2022 are available for inspection by the members at the registered office of the Company during normal business hours on all working days and is also available on the website of the Company at www.aceengitech.com .

You can write to the company's registered mail id i.e., aceengitechlimited@gmail.com for the electronic inspection and the soft copy thereon. The same will be provided to you by the Company Secretary of the Company.

5. DIVIDEND

During the Financial year, due to inadequate profits and corporate restructuring processes going on into the company, the directors regret their inability to recommend any dividend for the year under review.

6. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there is no change in nature of business of the company.

7. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company does not propose to transfer any amount to the General Reserves for the financial year under review.

8. CHANGES IN SHARE CAPITAL

During the financial year under review there has been no change in the structure of share capital of the Company. As on the last date of financial year under review the paid-up share capital of the company stood at Rs. 3,30,34,000/- divided into 33,03,400 shares of Rs. 10/- each. Further, the company proposed to reduction of share capital in the AGM 2022 and same was approved by the Shareholders of the company. The process of reduction of share capital was in process since then.

On the effective date and after securing necessary approvals and permissions the company had reduce its fully paid up equity share capital from Rs. 3,30,34,000/- (Rupees Three Crore Thirty Lakhs Thirty Four Thousand Only) divided into 33,03,400 (Thirty Three Lakhs Three Thousand Four Hundred) Equity Shares of Rs. 10/- each to Rs. 85,88, 840/- (Eighty-Five Lakh Eighty-Eight Thousand Eight Hundred Forty only) divided into 8,58,884 (Eight Lakh Fifty-Eight Thousand Eight Hundred Eighty-Four) Equity Shares of Rs. 10/- (Rupees ten only) Each.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at https://www.aceengitech.com

During the year under review, there was no associate, Joint Venture and subsidiary Company.

The details of directors and Key managerial personnel (KMPs) appointed / resigned during the financial year 2023-24 are hereunder:

Completion of tenure of Mr. Lionel Anthony Velloz (DIN: 02675063) as Managing Director of the company. He served the company as Managing Director upto 30.03.2024.

As per the provisions of Companies Act, 2013 Mr. Dinesh Bohra (DIN:02352022), Director of the company in the current term, being the longest-serving member and who is liable to retire by rotation, being eligible, seeks reappointment. The Board recommends his reappointment.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review.

Further, we hereby confirm that there were no other changes took place after the closure of financial year and till the date of this report except as stated below.

Mr. Abhishek Bohra (DIN:10673261) was appointed as an Additional Director designated as a Managing Director of the Company with effect from July 22, 2024. The Board has, based on the recommendation of the Nomination and Remuneration Committee, and subject to the approval of the Members in the ensuing AGM, approved the appointment of Mr. Abhishek Bohra (DIN:10673261) Managing Director for a period of 3 years, w.e.f from July 22, 2024 up to July 21, 2027.

The Board of Directors recommended appointment of Mr. Abhishek Bohra as Managing Director, not liable to retire by rotation, to the Members at the ensuing AGM.

Mr. Ganesh Bhanudas Bhayde (DIN: 10052851) was appointed as an Additional (Independent) director on the board of the company pursuant to the provisions of Section 161(1), 149 of the Companies Act, 2013 ("Act") read with rules made thereunder in the meeting of Board of Directors held on July 22, 2024 to hold office up to the date of ensuing Annual general Meeting.

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Ganesh Bhanudas Bhayde (DIN: 10052851) is appointed as the Independent Director. Further, the Company has received a notice in writing from a member proposing the candidature of Mr. Ganesh Bhanudas Bhayde as a Director on the Board of the Company.

The Board of Directors has recommended appointment of Mr. Ganesh Bhanudas Bhayde as Independent Director, not liable to retire by rotation, to the Members at the ensuing AGM.

Mr. Niraj Hirachand Gulecha (DIN: 09238372) has resigned from the post of Director (Non-Executive) w.e.f. closing hours of 23.07.2024 due to his other commitments.

Eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation and take appropriate decision. Every

Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she is independent of the management and meets the criteria of independence as provided under the Companies Act, 2013 read with rules made there under, Code of Conduct and Schedule IV and applicable regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified making them eligible to act as Independent Directors and give such declaration as per section 149 (6) of the Companies Act, 2013.

During the year under review the Company held Five (5) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on May 29, 2023, July 27, 2023, September 01, 2023, October 28, 2023 and February 10, 2024.

As per applicable laws and regulations the Board shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and compliances of Secretarial Standards-1 (SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

A meeting of Independent Directors was held on February 10, 2024 without the presence of the Non-Independent Directors and members of management. This Meeting was conducted to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by all the Independent Directors.

In accordance with the provisions and requirement of Section 173 of the Companies Act, 2013 and Securities and Exchange Board of India, (Listing Obligations and Disclosures Regulations), 2015 hereinafter referred "SEBI, (LODR), 2015 the company has constituted the Board properly along with following directors.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee comprises of 2 (two) Independent Directors and 1 (one) non-Executive Director. Therefore, the Company has properly constituted an Audit Committee.

During the year, the Audit committee Members have duly met five times on: May 29, 2023, July 27, 2023, September 01, 2023, October 28, 2023 and February 10, 2024. The necessary quorum was present in all the meetings.

The Audit Committee constitute following members: All the Members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial

Auditors etc. to attend the Committee's meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Terms of reference of Audit Committee:

the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

review and monitor the auditor's independence and performance, and effectiveness of audit process;

examination of the financial statement and the auditor's report;

approval or any subsequent modification of transactions of the Company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, wherever it is necessary; evaluation of internal financial controls and risk management systems; Monitoring the end use of funds raised through public offers and related matters.

review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon; reviewing the statements of significant related party transactions submitted by the management.

review of the Whistle Blower Mechanism of the Company as per the Whistle Blower Policy and overseeing the functioning of the same.

review and approve policy on materiality of related party transactions and also dealing with related party transactions.

During the year, all recommendations of the Audit Committee were duly accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The company has a Nomination and Remuneration Committee in accordance to Section 178 of the Companies Act, 2013; Members of this Committee possess sound expertise/knowledge/ exposure.

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2023-24 on September 01, 2023 and October 28, 2023. The details of meetings and attendance were duly minutised. The necessary quorum was present in the meeting.

The Nomination and remuneration committee comprised of the following members during the year under the review: -

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

Formulation of criteria for evaluation of performance of independent directors and the board of directors; Devising a policy on diversity of board of directors;

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

Determine our Company's policy on specific remuneration package for the

Managing Director / Executive Director including pension rights;

Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

Decide the amount of Commission payable to the Whole time Directors;

Review and suggest revision of the total remuneration package of the Executive

Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.;

To formulate and administer the Employee Stock Option Scheme.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The company has a Stakeholders Relationship Committee in accordance to Section 178 of the Companies Act, 2013 for looking into the grievances of shareholders' and investors of the company.

Members of this Committee possess sound expertise / knowledge / exposure.

Four meetings of the Stakeholders' Relationship Committee were held during the year on May 29, 2023, July 27, 2023, October 28, 2023 and February 10, 2024. The necessary quorum was present in the meeting.

The Stakeholders' Relationship Committee comprised of the following members during the year under the review:

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Terms of reference of Stakeholders Relationship Committee:

The terms of reference of Stakeholders Relationship Committee, inter alia, include resolving the grievances of the security holders of the listed entity, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the listed entity, in respect of various services being rendered by the Registrar & Share Transfer Agent; review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends, and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company. The remit of the Stakeholders Relationship Committee is to consider and resolve the grievances of the security holders of the Company, including complaints related to transfer and transmission of securities, non-receipt of dividends, and such other grievances as may be raised by the security holders from time to time.

Oversee and review all matters connected with the transfer of the Company's securities (physical and/or demat), non-receipt of annual report, non-receipt of declared, dividend, etc.;

Approve issue of the Company's duplicate share / debenture certificates;

Monitor redressal of investors' / shareholders' / security holders' grievances and review any other related matter, which the Committee may deem fit in the circumstances of the case, including the following:

i. Change of name(s) of the Members on share certificates

ii. Consolidate share certificates

iii. Delete name(s) of guardian(s)

iv. Delete name(s) from share certificates

v. Demateralise shares

vi. Issue duplicate share certificates

vii. Replace shares

viii. Split-up shares

ix. Transfer of shares

x. Transmit shares

xi. Transpose shares

Recommend methods to upgrade the standard of services to investors;

Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances.

Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Details of Complaints:

No. of Complaints received and solved during the year- Nil

No. of complaints pending as on March 31, 2024.- Nil

Company Secretary of the Company acts as the Secretary of the Committee.

The Nomination and Remuneration Committee has formulated criteria for Determining Qualifications, positive Attributes and independence of directors as well as Nomination and Remuneration Policy of the company as mandated under Section 178 (3), (4) of the Companies Act, 2013. The above referred policy is available on the website of the company and can be accessed at https://www.aceengitech.com/corporate-governance/

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the board of directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance. This Policy provides a framework for:

To guide the Board and lay down criteria in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. To devise a policy on Board diversity. To develop a succession plan for the Board and to regularly review the plan. To assist the Board in fulfilling all related responsibilities.

The Nomination and Remuneration Policy has been formulated in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which at least one half shall be Independent. The Chairman of the Committee shall be an Independent Director.

The Board has the power to reconstitute the Committee consistent with the Company's policy and applicable statutory requirement.

The Report of every listed company and other prescribed class of public companies shall include a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made. In this regard, the Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing & testing assumptions, Industry & Business knowledge, Functional expertise, Corporate Governance, Development of Strategy & Long Term Plans, Inputs in strength area, Director's obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors carried out annual performance evaluation of the non-independent directors and the Board as a whole. The performance of each Committee was evaluated by the Board.

STATUTORY AUDITOR

M/s Rajvanshi & Associates (FRN: 005069C) Chartered Accountants the Statutory Auditor of the Company were appointed in the 29^th Annual General Meeting of the company held on September 26, 2020 pursuant to the provisions of Section 139, 142 and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 to conduct the audit of company's accounts for a period of Five (5) years commencing from the conclusion of 29^th AGM till the conclusion of 34^th Annual General Meeting to be held in the calendar year 2025 at the remuneration as determined by the board on recommendation of the Audit Committee.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Further, the observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and need no elaboration. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

Further, pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act and that they are not disqualified for such appointment under the provisions of applicable laws.

SECRETARIAL AUDITOR

Pursuant to provisions of the section 204 of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s V. M. & Associates, Company Secretaries (FRN: P1984RJ039200) as Secretarial Auditor for the financial year ended on March 31, 2024.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2023-24, in form MR-3, is annexed to this report as "Annexure -1". The Secretarial Auditor Report contains following observations/qualifications to which management had further replied thereon. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

1. Due to some other engagements, Independent Directors has not cleared the examination which is required to be cleared by Independent Directors with IICA. The directors are in process of clearing the same.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made there under the Board of Directors appointed M/s Shubham Kaushik & Co., (FRN: 151830W) Chartered Accountants, Mumbai as an "Internal Auditor" of the company for conducting Internal Audit for the financial year 2023-24.

During the year under review, the Internal Audit Report were received by the Company for the year ended as on March 31, 2024 and were placed before the Audit Committee and Board for their review from time to time. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

Further, the Board of Directors has approved the re-appointment of M/s Shubham Kaushik & Co., (FRN: 151830W) Chartered Accountants, Mumbai as an "Internal Auditor" for conducting Internal Audit for the financial year 2024-25.

The company has not given any guarantee or provided any security in connection with a loan during the year under review. Further, particulars of Loans given and investments made by the company are given under Note no. 3 respectively of the Financial Statements of the company forming part of this Annual Report.

All related party transactions that were entered into by the company during the financial year were on an arm's length basis and were in the ordinary course of business. All such contracts or arrangements, wherever required, have been approved by the Audit Committee and the Board. The company has not entered into any transaction with the related parties, which are not at arm's length.

The details of the related party transactions as required are set out in the financial Statements of the company forming part of this Annual Report.

During the Financial year 2023-24, the company has entered into contract or arrangement in the nature of Related Party Transaction under sub-section (1) of section 188 of the Companies Act, 2013 and thus disclosure in Form AOC-2 is annexed to this report as

There was no employee in the company drawing remuneration in excess of the limits set out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure-3 ".

Furthermore, the disclosures pertaining to remuneration of Top Ten Employees are provided in the Annual Report as "Annexure-4".

As required under Clause (B) of Schedule V of Listing Regulations, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the

Company is provided in this Annual Report as "Annexure-5".

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014 is furnished in "Annexure- 6" and is attached to this Report.

During the year under review, the Hon'ble National Company Law Tribunal, Jaipur Bench, ("NCLT"/"Tribunal") has approved the Scheme of Reduction between Ace Engitech Limited (Erstwhile Prem Somani Financial Services Limited) and their respective shareholders under Sections 66, 230 and any other applicable provisions of the Companies Act, 2013 read with National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016. vide its order dated March 28, 2024 ("Order").

After the end of financial year and before the finalization of Annual Report, ROC Jaipur has also approved E-Form INC-28 and issued the Certificate of Registration of Order Confirming Reduction of Capital on May 8, 2024. Further BSE Limited has issued Listing Approval Letter/Order dated July 29, 2024 and trading Approval letter dated August 26, 2024 effective from August 28, 2024 upon completion of all corporate actions with RTA of the company and respective depositories in respect of Reduction of Share Capital of the Company.

Except, the above- mentioned details, there were no significant and material orders passed by any regulators or courts or Tribunals impacting the going concern status and company's operations during the year and the date of the finalization of this Annual Report.

In terms of the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 the Company has neither invited nor accepted or renewed any fixed deposits from public during the year under review.

Your Company has always believed in providing a safe and harassment free workplace for every woman working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Internal Complaints Committee of the Company has not received any complaint of sexual harassment during the Financial Year under review.

As per Secretarial Standard-4, the Company state that it has complied with the provision relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-24.

Number of complaints pending at the beginning of the Financial Year: NIL Number of complaints received during the Financial Year: NIL Number of complaints disposed off during the Financial Year: NIL Number of complaints unsolved at the end of the Financial Year: NIL

27. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies: a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance is not applicable to the Company and it also does not form part of the Annual Report.

However, your Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism provides a channel to the employees and Directors to report to the management, concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Policy can be accessed on the Company website at following link https://www.aceengitech.com/corporate-governance/

During the year, no whistle blower event was reported and mechanism is functioning well.

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects.

The Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to

(a) protect its shareholders and other stakeholders' interest;

(b) achieve its business objectives; and

(c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation of such risks.

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

The internal financial control systems are commensurate with the size and nature of its operations.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a pre approved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

Further, company's internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the directors and Non-executive Directors, Executive directors, Senior Management Personnel and Key Managerial Personnel (SMPs and KMPs). The code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code of Conduct is available on the Company's website https://aceengitech.com/investors/

Further, a confirmation provided that all Directors, KMPs and SMPs have confirmed compliance of code of conduct for the year ended on March 31, 2024.

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. 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.

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

Other Disclosures with respect to Board's Report as required under the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013, the Rules notified thereunder or any other applicable provisions are either NIL or NOT APPLICABLE.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) 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; and

(f) 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.

36. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the all the Stakeholders of the company who had maintained their faith in the management of the company during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.