DIRECTORS' REPORT

Your Directors have pleasure in presenting the 11^thAnnual Report on the business and operations of
the Company and the Audited Accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS:

2. DIVIDEND:

Your Directors have retained the reserves and surplus as they have plans for expansion and
diversification of Business. The Company is in the growing stage and so it is better to retain its
Reserves and Surplus and reinvest to support the expansion and diversification plans.

3. OPERATIONAL HIGHLIGHTS:

The Company earned operational income of INR. 2733.85 lacs compared to INR. 3187.7 lacs
for the previous year. The other income is INR. 24.00 lacs compared to INR. 13.73 lacs in the
previous year.

4. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company to which the financial statement
relates and the date of the Board Report.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

A. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: steps
taken by the company for utilizing alternate sources of energy including waste generated: NIL

B. Technology absorption:

• Efforts, in brief, made towards technology absorption. Benefits derived as a result of
the above efforts, e.g., product improvement, cost reduction, product development,
import substitution, etc.:

The Company has not taken any technical knowhow from anyone and hence not applicable.

• In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished:

The Company has imported software named "Dynamic 365 business central” form company
"Tripealtech private limited "based in Ahmedabad this company is solution implementer for
various on premise Microsoft products.

• Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development

C. Foreign exchange earnings and Outgo:

6. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business
risks and opportunities and the same has become integral part of Company’s day to day
operations. The key business risks identified by the Company are as follows viz. Industry Risk,
Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and
Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies
(Accounts) Rules, 2013 is not applicable to the Company.

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

The total amount of loans, guarantees or investments is INR 17,059,230/- under the head of
current investment and INR 25,083,019/- under the head of short term loans and advances,
made by the Company under Section 186 of the Companies Act, 2013 during this year.

9. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length
basis and were in the ordinary course of business. There were no materially significant related
party transactions with the Company’s Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interests of the Company. Transactions with
related parties entered by the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars of contracts entered
during the year as per Form AOC-2 is enclosed as Annexure - II.

The Board of Directors of the Company has, on the recommendation of the Audit Committee,
adopted a policy to regulate transactions between the Company and its Related Parties, in
compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and
the Listing Regulations. This Policy was considered and approved by the Board has been
uploaded on the website of the Company at www.accordsynergy.com under the link of investors
info/Corporate Policies

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules
framed thereunder, Mrs. Roli Khan (holding DIN: 02243511) Whole Time Director of the
Company retire by rotation at the forthcoming Annual General Meeting and she being eligible,
offers herself for re-appointment.

Key Managerial Personnel & Directors

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:

1. Mr.Betullakhan Pathan, Managing Director

2. Mrs.Roli Betulla Khan, Whole Time Director

3. Mrs.Ritu Chaudhari Negi, Whole Time Director

4. Mr. Ramesh C thakor. Chief financial officer

5. Mrs.Drashti Gandhi, Company Secretary

A. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried the evaluation of its own performance, Individual Directors, its
Committees, including the Chairman of the Board on the basis of attendance, contribution
and various criteria as recommended by the Nomination and Remuneration Committee
of the Company. The evaluation of the working of the Board, its committees, experience
and expertise, performance of specific duties and obligations etc.

The performance of each of the non-independent directors (including the Chairman) was
also evaluated by the Independent Directors at the separate meeting held of Independent
Directors of the Company.

B. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for Determining, Qualifications, Positive Attributes and Independence
of a Director and also a Policy for remuneration of Directors, Key managerial Personnel
and senior management.

C. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill
all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the year 5 (Five) Board Meetings and were convened and held on 30/05/2024,
01/07/2024, 21/08/2024, 14/11/2024, and 11/03/2025. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied
with the applicable provisions of Secretarial Standards on the Meeting of the Board of Directors
issued by the Institute of Company Secretaries of India.

12. AUDIT COMMITTEE:

During the year, the Audit Committee met 4 (four) times on 30/05/2024, 21/08/2024,
14/11/2024, and11/03/2025. The Board has accepted all recommendations of Audit
Committee and accordingly, no disclosure is required to be made in respect of non¬
acceptance of any recommendation of the Audit Committee by the Board.

13. SHAREHOLDERS RELATIONSHIP COMMITTEE:

During the year, the Shareholders Relationship Committee met once on 30/05/2024.

14. NOMINATIOAN AND REMUNERATION COMMITTEE

The Committee has held only one meeting during the year. On 01/07/2024

15. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board

hereby submits its responsibility Statement:

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.

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.

16. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies

(Management and administration) Rules, 2014 will be placed at the website of the Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

19. AUDITORS:

A. STATUTORY AUDITORS

M/s Naresh and Co., Chartered Accountants, Vadodara were re-appointed as the statutory
auditors of the Company at the sixth Annual General Meeting of the Company to hold office
till eleventh Annual General Meeting to be held this year 2025.As required under Listing
Regulations, the auditors have also confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India. The report of the
Statutory Auditors of the Company is annexed herewith ”.

B. SECRETARIAL AUDIT:

M/s. Janki & Associates, Practicing Company Secretaries, was appointed as Secretarial
Auditors of the Company for the financial year 2022-23 pursuant to the provisions of Section
204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in
prescribed form MR-3 is attached to this Report.

C. INTERNAL AUDITORS:

The Company has appointed M/s Samir ghanchi & Associates, Chartered Accountants (Firm
Reg no :0158680W) as Internal auditor in 2023 of the Company for carrying out internal audit
of the Company.

20. OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Auditors.

The other observations of the auditors are self-explanatory and do not call for further
information.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. The internal management of the company checks and verifies the internal control
and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.

22. SHARES:

A. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review

C. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review

D. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

E. FRESH ISSUE OF SHARES:

The Company not issued through Public Offer in this Financial Year.

23. CORPORATE GOVERNANCE REPORT:

' —Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed
Company as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-
NRO/GN/2015-16/013 dated 2nd September, 2015, hence the same has not been annexed to
the Board’s Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure -I to this Report.

25. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under
Non-regulated sectors and hence, cost audit is not applicable to the Company for the
Financial Year 2024-25.

26. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees
remained cordially in all respects. The management has always carried out systematic appraisal
of performance and imparted training at periodic intervals. The Company recognizes talent and
has judiciously followed the principle of rewarding performance. During the year, Company has
adopted Human Rights Policy Statement to express Company’s commitment to do busine ss
with ethical values and embrace practices that supports human rights, and labor laws on a
continuous basis.

27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no
discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter
and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of
sexual harassment at work place. All employees (permanent, contractual, temporary, trainees)
are supposed to adhere to the conduct themselves as prescribed in this policy. During the
year under review, no complaint was reported to the Board.

28. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN
STATUS/ COMPANY’S OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or courts or tribunals
impacting the going concern status of the Company or Company’s operations in future.

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to
new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider
Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Company’s shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the ‘Trading Window’ is closed. The Board
is responsible for implementation of the Code. All Directors and the designated employees have
confirmed compliance with the Code.

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the
Institute of Company Secretaries of India and approved by the Central Government under
section 118(10) of the Companies Act, 2013.

31. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OF FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from Banks
and Financial Institutions.

33. PARTICULARS OF EMPLOYEES:

Disclosure under 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:

A. The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year:

Ratio of remuneration of MD and Whole Time Director - 06: 03.:01 (INR. 3,04,685 : 86,350:
47,890)

B. The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any in the financial year - During the FY 2024-25,
there was no increase in remuneration of WTD and MD.

C. The percentage increase in the median remuneration of employees in the financial year -
average 10% in some of the employees.

D. The number of permanent employees on the rolls of the Company as on 31.03.2025 -250

E. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration - 10% increase in
salaries of some of the Employees and nil increase in Managerial Remuneration of Directors
during F.Y. 2024-25

F. Affirmation that the remuneration is as per the remuneration policy of the company. The
Company’s remuneration policy is driven by the success and performance of the individual
employees and the Company. Through the compensation package, the company endeavors to
attract, retain, develop and motivate high performance staff. The Company follows a
compensation mix of fixed pay, benefits and performance based variable pay. The Company

^^^affirms that the remuneration is as per remuneration policy of the Company.

G. Details pertaining to remuneration as required under Section 197 (12) of the Companies Act,

'-2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits
prescribed - None of the employees were in receipt of remuneration above 8 lakhs 50 thousand
per month or Rs. One crore Two lakhs per annum and above.

34. CAUTIONARY STATEMENT:

Statements in these reports describing company’s projection statements, expectations and
hopes are forward looking statements. Though, these are based on reasonable assumption, the
actual results may differ.

35. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your Directors also acknowledges gratefully
the shareholders for their support and confidence reposed on your Company.

By order of the Board of directors

Sd/-
Chairman
Mr. Asdullakhan Pathan
DIN - 01952438

Place: Vadodara

Date: 28^th August 2025