DIRECTORS' REPORT

Your directors are pleased to present the Thirtieth Annual Report and the Company's audited financial statement for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS

The Company's financial performance, for the year ended March 31,2024 is summarized below;

• Standalone Revenues of the Company during financial year 2023-24 was Rs. 820.77 Lacs, a increase of 0.08% from the previous year. There has been an increase in the other income of the company. That is mainly due to the sale of land located at the Munjka, Rajkot by the Company in the financial year 2023-24.

• Consolidated Revenues of the Company during financial year 2023-24 was Rs. 2372.31 lacs, an increase of 129.80% from the previous year. The sudden increase in the consolidated revenue is due to the acquisition of the 40% stake in the Ace Infoway Private Limited, engaged in the Web/Software Services for the last 23 years and catering to various industry verticals across the globe as an offshore development center along with consulting & creating unique business solutions. The accounts of the Ace Infoway Private Limited has been consolidated along with the Ace Infoworld Private Limited. Hence, there is an increase in the consolidated revenue of the company.

TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves.

DIVIDEND:

The board of directors of your company does not recommend any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the C ompany and its subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

• In April 2024, there was a significant change in the management of the Company due to an open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered pursuant to the execution of the Share Subscription Agreeme nt (“SSA”) dated January 06, 2024 amongst the Company, Amit Mansukhlal Mehta and Vaishali Amit Mehta which approved by the Board of Directors of the Com pany, at its meeting held on January 06, 2024 in terms of which, the Company issued and allotted collectively 12,47,360 Equity Shares representing 19.49% of the Equity Share Capital on preferential basis to Amit Mansukhlal Mehta and Vaishali Amit Mehta in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder and Chapter V of the SEBI (ICDR) Regulations. As a consequence, Amit Mansukhlal Mehta and Vaishali Amit Mehta were classified as the Promoters along with the existing Promoter and Promoter Group of our Company. The Company has issued total 17,20,000 shares (including 12,47,360 shares issued to Amit Mansukhlal Mehta and Vaishali Amit Mehta) in the Promoter and Non promoter Category through preferential issue amounting to Rs. 6,02,00,000/- in FY 2023-24.

• With the intention of growth and business diversification, The Company has acquired 40% shareholding vide agreement dated January 06, 2024 in Ace Infoway Private Limited (“AIPL”), a company engaged in the business of product engineering, digital transformation, integ rations, data analytics, machine learning (ML), web & mobile application development, website development, platform migrations, ecommerce development and cloud development.

• The Company has also acquired 40% capital contribution of QeNomy Digital LLP (“Qenomy”), an LLP engaged in the business of we b/software development, mobile applications, digital marketing and other allied IT Services. The firm operates through its four distinct brands i.e QeRetail, QeClick, QeInbox & CameraReadyArt catering to clients from across the globe such as U.S., Uk, Australia.

• The Company has also acquired 40% capital contribution of QeCAD Studio LLP (“QeCAD”), an LLP engaged in the business of delivering architectural CAD, BIM and rendering digital solutions, 3D modeling globally such as U.S., UK, Australia.

• By such acquisition, AIPL have become the subsidiary of the Company and QeNomy and QeCAD have become controlled entity.

• Further the Board of the Company at their meeting held on the June 05, 2024 and Shareholders at their extra ordinary general meeting held on 5^th July, 2024 approved the further investment of ? 12,90,00,000 (Rupees Twelve Crore Ninety Lakhs Only) in Ace Infoway Private Limited (“AIPL”) by way of purchase of 1,20,000 equity shares representing 60% of equity share capital of AIPL from the existing shareholders of the AIPL; further investment of ? 14,44,52,400/- (Rupees Fourteen Crores Fourty-Four Lakhs Fifty-Two Thousand Four Hundred Only) into QeNomy Digital LLP, a limited liability partnership (“Qenomy”) for acquiring up to 60% additional share in the Qenomy; and further investment of ? 2,86,34,400/- (Rupees Two Crores Eighty-Six Lakhs Thirty-Four Thousand Four Hundred Only) into QeCAD Studio LLP, a limited liability partnership (“QeCAD”) for acquiring up to 60% additional share in the QeCAD.

• Further the Board of the Company at their meeting held on the June 05, 2024 and Shareholders at their extra ordinary general meeting held on 5^th

July, 2024 approved the issue of fully paid-up Equity Shares of the face value of ?10/- each for an amount aggregating up to ?50 Crores to all the

eligible equity shareholders of the Company on a rights basis (“Rights Issue”).

• The Company incorporated a wholly-owned subsidiary, Aqe Techtools Private Limited, on July 4, 2024. Aqe Techtools will focus on developing

cutting-edge digital products, including software, web, mobile, and SaaS-based solutions, serving the engineering, manufacturing, retail, and healthcare sectors. The Board approved a further investment of Rs. 8 crores in Aqe Techtools through fresh capital infusion during their meeting held on July 30, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Company's operations in future.

FIXED DEPOSITS/DETAILS OF DEPOSIT

The Company has not accepted any fixed deposits under chapter V of companies Act, 2013 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website on http://www.acesoftex.com/investor-relations.html

Notes:

^(a) Appointed as Additional Director w.e.f. 30th May, 2024 and appointed as Managing Director and CEO of the Company w.e.f. 1st August 2024 subject to approval of members

^(b) Appointed as Additional Director w.e.f. 30th May, 2024 and appointed as Whole Time Director of the Company w.e.f. 06^th September, 2024 subject to approval of members

^(c) & ^(d) Appointed as Whole Time Directors on the Board of the Company w.e.f. 1st August, 2024 (Change in designation from Jt. Managing Director to Whole Time Director) subject to approval of members

^{(e) to (g)} Completion of the second term of five years on 8th August, 2024.

^{(h) to (j)} Appointed as Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 1st August, 2024 subject to approval of members ^(k) Appointed as Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 9th August, 2024 subject to approval of members

Six board meetings were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, September 05, 2023, November 10, 2023, January 06, 2024 and February 12, 2024.

*There has been change in the Designation of the Jt. Managing Director after the completion of FY 2023-24. The same has been mentioned in the “BOARD OF DIRECTORS AND MEETING” point.

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties.

Meeting of Independent Directors was held on March 19, 2024.

Terms and conditions of appointment of independent directors uploaded on the website of the company.

https://www.acesoftex.com/uploads/Independent-Director/Brief%20Profile%20and%20Terms%20and%20Conditions%20of%20appointment.pdf

COMMITTEE

Audit committee:

The Committee's composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 201 3 and Regulation 18 of the Listing Regulations. Members of the Audit Committee possess requisite qualifications.

Six meetings of Audit Committee were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, September 05, 2023, November 10, 2023, January 06, 2024 and February 12, 2024.

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Audit Committee w.e.f. 9th August, 2024 as under: -

Nomination and Remuneration Committee (NRC):

The Committee's composition and terms of reference are in compliance with provisions of the Companies Act, 2013, Regulation 1 9 of the Listing Regulations.

NRC identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carries out evaluation of every director's per formance and works as per the policy formulated thereof._

Five meetings were held during the year ended on March 31,2024. These were held on May 30 2023, August 14 2023, September 05 2023, November 10 2023 and February 12, 2024.

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30^th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Nomination and Remuneration Committee w.e.f. 9^th August, 2024 as under;

Stakeholders Relationship Committee

The Committee's composition and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 the Listing Regulations. Constituted for considering and resolving grievances of security holders and dissemination of information to shareh olders.

Four meetings were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, November 1 0, 2023 and February 12, 2024.

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30^th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Stakeholders Relationship Committee w.e.f. 9^th August, 2024 as under;

Risk Management Committee

The Committee's composition and terms of reference are in compliance Regulation 21 of the Listing Regulations.

The Risk Management Committee (“RMC”) supports the Board of Directors at Ace Software Exports Limited by identifying, evaluating, and addressing strategic, operational, and external risks. Additionally, the RMC is responsible for overseeing and approving the company's overall risk management framework and practices.

The Board at their meeting held on 30^th July, 2024 constituted Risk Management Committee w.e.f. 1^st August, 2024 as under

AUDITORS

STATUTORY AUDITOR

J.A. Sheth & Associates, Chartered Accountants (Firm Reg. no. 119980W) appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Sheikh Rathod Mishra & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure-1 to the Board's report. The Auditors' Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

SUBSIDIARIES:

The Company has 2 Subsidiaries as on the March 31, 2024. During the year, the Board of Directors (‘the Board') reviewed affairs of the subsidiaries. In accordance with section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further, a statement of our subsidiaries containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended to the consolidated financial statements and hence not repeated here for the sake of brevity. Further, pursuant to the provisions of section 136 of the Act, the financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the company.

Further the Company has adopted a Policy in line with the requirements of the Listing Regulations. The objective of this policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy on Material Subsidiary is available on the website of the Company http://acesoftex.com/uploads/Policies/Policv%20on%20Material%20Subsidiarv.pdf

The Company has acquired 40% stake in the Ace Infoway Private Limited in February 2024. Pursuant to the said acquisition, Ace Infoway has become subsidiary of the Ace Software.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees for the purpose of attending meetings of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

During the year 2023-24, the Company has not given any loan.

The Company has invested Rs. 8.60 crores in Ace Infoway Private Limited in Feb 2024, Rs. 2.86 crores in QeCAD Studio LLP in Feb 2024, and Rs. 9.63 crores in QeNomy Digital LLP in Apr 2024, acquired a 40% stake in each.

Details of investment are provided in the note no. 4 and 7 of Financial Statements.

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

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are as under;

(A) Conservation of energy

- the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative. We have ensured that the following measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and standalone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy& Capital investment on energy conservation Equipments

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption: -

- the efforts made towards technology absorption, benefit derives & Research and Development

i. The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. Company has not incurred any expenses for research and development.

(C) Foreign exchange earnings and outgo: -

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by board in (a) Overseeing and approving the Company's enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company's management systems, organizational structures, processes, standards, code of conduct that governs how the Company conducts the business and manages associated risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Our company has not triggered any of the above limits; hence, no committee in this regard has been constituted.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company as on March 31,2024 are:

Mr. Vikram B. Sanghani Jt. Managing Director Mr. Sanjay H. Dhamsania Jt. Managing Director Mr. Jyotin B. Vasavada Chief Financial Officer Ms. Mansi D. Patel Company Secretary & Compliance Officer

The Board at their meeting held on 30^th May, 2024, appointed Mr. Amit Mehta and Mr. Rahul Kalaria as the Additional Directors on the Board of the Company.

The Board at their meeting held on 30^th July, 2024 appointed Mr. Amit Mehta as a Managing Director and CEO of the Company and approved the change in designation of Mr. Vikram B. Sanghani and Mr. Sanjay Harilal Dhamsania as Whole Time Directors from Jt. Managing Director of the Company w.e.f. 1^st August, 2024. The Board at their meeting held on 06^th September, 2024 approved the change in designation of Mr. Rahul Kalaria to Whole Time Director of the Company.

Further, The Board has appointed Mr. Divyesh Aghera, Mr. Sanjiv Punjani and Mrs. Malini Shah as the Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 1^st August, 2024 and Mr. Dharmesh Dadhania as an Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 9^th August, 2024.

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has completed on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024. The Board Members placed on record their appreciation for the remarkable support and guidance provided by Mr. Dharamshi Vadalia, Mr. Pratik Dadhania and Mr. Vimal Kalaria, and for their active participation in all the decision-making processes of the Board and the Committee of the Board.

RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013, Vikram Bhupatbhai Sanghani and Sanjay Harilal Dhamsania, Directors are liable to retire by rotation and being eligible offer themselves for re-appointment. Appointment is recommended by Nomination and Remuneration Committee.

BOARD’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under s ection 134(5), of the Companies Act, 2013 with respect to Director's Responsibility Statements, it is hereby confirmed that -

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a ‘going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective durin g FY 2023-24.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective durin g FY 2023-24.

BOARD EVALUATION, POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was

evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The link of policy of the company on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is as under;

www.acesoftex.com/uploads/Policies/Policv%20for%20selection%20of%20Directors%20and%20determining%20Director's%20Independence. pdf www.acesoftex.com/uploads/Policies/Remuneration%20policv%20of%20Directors.%20KMP%20and%20other%20emplovees.pdf

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The board approved the evaluation results as collected by the nomination and remuneration committee.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -2 to the Board's report.

There are no employees in the Company drawing remuneration who are in receipt of remuneration of "One Crore and Two lakh or more, or employed for part of the year and in receipt of "Eight lakh and Fifty Thousand or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.acesoftex.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual harass ment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed of during the financial Year 2023-24:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is http://acesoftex.com/investor-relations.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and prior appro val of Audit Committee, Board of Directors and members were obtained whenever required.

The details of the related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure -3.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

GENERAL INFORMATION

AGM held during the financial year 2023-24: 28^th September, 2023 EGM held during the financial year 2023-24: 2^nd February, 2024 Stock Exchange where the shares of the company are listed: BSE Ltd.

Scrip Code of the Company: 531525

All the information related to companies, its policies, quarterly financial result, Annual Reports of the Company and its subsidiaries, shareholding pattern and other documents filed with BSE are uploaded on the website of the company i.e. http://acesoftex.com/investor-relations

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Overview of the Industry

Global

The global economy has recovered better than expected from challenges like the Russia-Ukraine conflict, inflation, and high living costs. Central banks' practical steps to tighten monetary policies, ease supply conditions, and encourage moderation among businesses have led to faster-than-anticipated drops in inflation, reducing the risk of a severe economic downturn.

Despite these improvements and significant advancements in Artificial Intelligence, sluggish global economic activity, tight financial conditions, geopolitical tensions, and social issues continue to affect the growth outlook for 2024. According to a survey by the World Economic Forum's Chief Economists, there is optimism about AI's potential to enhance productivity and innovation in high-income economies.

In the US, despite unexpected growth in 2023, overall economic expansion was moderated by fiscal and monetary policy tightening and a softer labour market. Consumer spending was a key driver of economic activity. The Federal Reserve expects a modest interest rate cut from mid-2024, but rates are projected to remain around 4% through the end of the year.

The Euro area, particularly Germany, struggled in 2023 due to slow growth worsened by the Ukraine conflict. However, recovery is expected in 2024 with lower inflation and energy costs.

India and China are anticipated to experience growth supported by increased government spending and domestic demand. However, China faces challenges such as corrections in its housing market and geo-economic risks in the medium term. High local government debt and the expansion of shadow banking limit policy options to address economic slowdowns and financial instability.

Looking ahead, global productivity will benefit from technological advancements. However, policies that enhance growth quality are crucial to restore global dynamism and balance income disparities. Focus areas include appropriate fiscal and monetary policies, improving education outcomes, and ensuring economic resilience against future shocks, while attracting investments to support green transitions.

India

India remains one of the world's major economies with consistently high growth rates, bolstered by strong macroeconomic fundamentals. This growth is driven by robust domestic consumption, substantial public capital spending, recent increases in private investment, and strong exports of services. However, risks include potential impacts from global trade slowdowns, tighter global financial conditions, geopolitical tensions, and fragmentation.

Looking ahead, factors like recovery in Rabi (winter) crop sowing, sustained profitability in manufacturing, and the resilience of services are expected to drive economic activity in 2024-25. Household consumption is anticipated to strengthen, and fixed investment prospects look promising due to a rise in private capital expenditure, improved business sentiment, healthy financial positions of banks and corporations, and ongoing government emphasis on capital spending.

a. Industry Structure &Development:

Ace provides Document Management, Digital Publishing and Data Conversion solutions using optimal process engineering and cost-effective and flexible conversion systems. We are a major full-service digital content provider and are able to deliver digital content with 99.995% accuracy and 100% application-based integrity.

Ace has been active in catering to the outsourcing needs of publishers and other organizations for 29 years. Over the years, we have adopted a seamless partnership approach. Our clients tend to work with Ace as true partners; often with the feeling that this is a virtual extension of their own operations. It is our strong belief that this integration is the cornerstone of the success of any business relationship.

The Company's business relates to database creation (E-Publishing) pertaining to Information technology enabled services. This includes creating large volume full text, image-based databases.

b. Opportunity, Threats and Outlook Risk & Concerns

The Information Technology (IT) industry is poised for contin ued growth, driven by the increasing adoption of digital technologies, cloud computing, artificial intelligence, and cybersecurity solutions. Despite the promising opportunities, we are cognizant of the challenges that lie ahead. The industry is characterized by rapid technological advancements, which require constant innovation and agility to stay competitive. We face potential threats from intensifying competition, evolving regulatory landscapes, and geopolitical uncertainties that could impact our operations and profitability. Additionally, the risk of cyber threats and data breaches remains a significant concern.

Ace is well positioned to take advantage of the opportunities to support its new and existing customers. The company will continue to focus on enhancing its capabilities and invest in new innovative growth platform going forward. The Company has always maintained healthy and long - standing relationship with its clients in partnering them as their IT solution provider and adding value to their businesses. These have resulted in minimal impact to the overall business of the company.

c. Segment/Product wise performance:

The company's operation falls under single segment namely “Computer Software and Services Exports”, therefore segment wise performance is not furnished.

d. Internal control systems and their adequacy:

The company has an effective internal control system in place and this is periodically reviewed for its effectiveness. There are well defined Power and Authority limits to ensure that assets of the Corporate Policies. The company has a cross -functional internal Audit team with pre-determined roles, responsibility and authorities. The team ensures an appropriate information flow and effective monitoring.

e. Discussion on financial performance with respect to operation performance:

The Financial Performance of the company, during the year under review, has been given separately in the Directors' Report.

f. Material developments in Human Resources / Industrial Relations front, including number of people employed.

Most valuable capital of Ace Software is its employees. We believe that investment in our human capital has a significant impact on our performance and helps us to stay competitive among our peers. Developing our workforce is our way to grow our organization, improve productivity and reduce employee turnover. The human resource (HR) function of the Company is focused around providing its 41 employees a meaningful and compelling environment. This positive and inspiring environment fosters innovation, stimulates performance culture and motivates employees to develop themselves person ally and professionally.

g. Ratio Analysis

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment) Regulations 2018, the company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector specific financial ratios.

The company has identified the following ratios as key financial ratios;

COST AUDIT /RECORDS

Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.