Directors Report of Accedere Ltd.

Mar 31, 2025

Your Directors are delighted to present the 42nd Annual Report and the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2024 are summarised below:

Rs. In Lakh
Financial Results	2024-2025	2023-2024
Net Sales/ Income from Operations	364.18	255.89
Other Income	11.40	14.73
Total Income	375.58	270.61
Finance Cost	0.69	0.58
Profit/ Loss after Interest but before Depreciation & Taxation	51.56	29.27
Depreciation	14.53	16.05
Provision for Taxation	21.63	2.29
Net Profit/ Loss	25.40	10.94

1. Transfer to Reserves

The Board of Directors of the company has decided not to transfer any amount to the Reserves for the year under review.

2. Dividend

During the financial year under review, the Board of Directors has not recommended dividend on the equity shares of the Company.

3. Sales

The net turnover for the year under review amounted to Rs. 364.18 Lakhs as compared to Rs. 255.89 Lakhs last Year.

4. Financial Performance Review and The State of the Company’s Affairs

The operations of the company have been growing, and the Directors of the Company are hopeful of better results in the coming year, barring unforeseen circumstances.

5. Management Discussion and Analysis

India''s Indian Computer Emergency Response Team (CERT-In), under the Ministry of Electronics and Information Technology (MeitY), has mandated annual cybersecurity audits for both public and private organizations with digital systems. This new requirement, detailed in the Comprehensive Cyber Security Audit Policy Guidelines, aims to enhance India''s digital security by requiring organizations to conduct third-party audits to identify vulnerabilities and improve their overall cyber resilience. Also, SEBI''s Cyber Security and Cyber Resilience Framework (CSCRF) mandates cybersecurity audits to ensure SEBI-regulated entities (REs) maintain robust cybersecurity postures through a five-phase framework: Identify, Protect, Detect, Respond, and Recover. Audits involve reviewing controls, conducting risk assessments, penetration testing, verifying incident response plans, and ensuring data security, including forensic audits for high-severity incidents.

Business is booming for both cybercriminals and cybersecurity tech companies. Market research firm Statista recently predicted the annual cost of cybercrime worldwide will increase by 69.94% between 2023 and 2028. Tech vendors are responding in kind, and the cybersecurity market appears poised for significant growth in the near term.

6. Material Changes Affecting the Company

There have been no material changes affecting the company in the year 2024-25.

7. Deposits

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act'') and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, or refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2025.

8. Internal Control Systems and Their Adequacy

The company has an internal control system commensurate with the size, scale, and complexity of its operations.

9. Particulars of Loans, Guarantees or Investments

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the financial statements.

10. Directors and Key Managerial Personnel

In terms of the provisions of the Act and the Articles of Association of the company, Mr. Ashwin Chaudhary, Managing Director, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence pursuant to section 149(6) of the Act.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination cum, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. Remuneration Policy

The Board has framed a policy for the selection and appointment of Directors, Senior Management, and their remuneration.

The Remuneration Policy is to be followed as stated in the Corporate Governance Report.

13. Meetings

During the year, Five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. Director’s Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2024, and states that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. 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 at the end of the financial year and of the profit of the Company for that period;

III. The Directors have 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;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. 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

VI. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Auditors’ Report

M/s Gupta Raj & Co, Chartered Accountants, (FRN. 001687N) Statutory Auditor were appointed in the 38th annual general meeting to hold the office of Statutory Auditor of the Company till the financial year 2026-27.

16. Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s V R Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”.

Our comments on the observations made in the Secretarial Audit Report are as under:

Website Compliance will be followed for our subsidiary, Freebird Aerospace India Private Limited from the Financial year 2025-26.

17. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility laid down in section 135 of the Act are not yet applicable to the company.

18. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large.

19. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company''s website www.accedere.io. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

20. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against the victimization of whistleblowers who avail of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, the ‘Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle-blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating 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 T rading Window is closed. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

22. Information Pursuant to Section 134(3) Of The Companies Act, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such a member may write to the Company Secretary in advance.

23. Accounts & Auditor’s Report

The observation made by the Auditors in their report has been duly Clarified/explained in the relevant notes forming part of the Annual Accounts which are self-explanatory.

24. Report on Corporate Governance

The Report on Corporate Governance is attached to this Report.

Disclosure under the 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The company

does not have the requisite number of employees for the constitution of the Internal Complaints Committee (ICC) under the said Act.

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

• No. of complaints received: Nil

• No . of complaints disposed of. Nil

Acknowledgment:

The Board of Directors would like to extend their gratitude to the bank, employees, clients, and Shareholders of the Company for their continued support, besides the government at all levels.

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Mar 31, 2024

The Directors are delighted to present the 41st Annual Report and the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2024 are summarised below:

Rs. In Lakh
Financial Results	2023-2024	2022-2023
Net Sales/ Income from Operations	255.89	145.77
Other Income	14.73	10.60
Total Income	270.61	156.37
Finance Cost	0.58	0.05
Profit/ Loss after Interest but before Depreciation & Taxation	29.27	17.36
Depreciation	16.05	16.15
Provision for Taxation	2.29	-1.33
Net Profit/ Loss	10.94	2.54

1. Transfer to Reserves

The Board of Directors of the company has decided not to transfer any amount to the Reserves for the year under review.

2. Dividend

The Board of Directors has decided to retain all of the profits for FY 2023-24 in the profit and loss account; hence, no dividend is being declared for this financial year.

3. Sales

The net turnover for the year under review amounted to Rs. 255.89 Lakhs as compared to Rs. 145.77 Lakhs last Year.

4. Financial Performance Review and The State of the Company’s Affairs

The operations of the company have been growing and the Directors of the Company are hopeful of better results in the coming year barring unforeseen circumstances.

5. Material Changes Affecting the Company

The Company is in the process of incorporating its wholly-owned subsidiary in UAE to expand its business activities in the Middle East market.

The Operations of the Subsidiary are expected to begin in 2^nd Quarter of the Financial Year 2024-25.

6. Deposits

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

7. Internal Control Systems and Their Adequacy

The company has an internal control system, commensurate with the size, scale, and complexity of its operations.

8. Particulars of Loans, Guarantees or Investments

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the financial statements.

9. Directors and Key Managerial Personnel

In terms of the provisions of the Act and the Articles of Association of the company, Ms. Priya Chaudhary, Director, retires by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment.

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence pursuant to section 149(6) of the Act.

During the year under review, Ms. Neelam Purohit was appointed as Company Secretary cum Compliance Officer of the Company under Section 203 of the Act with effect from October 04, 2023, in place of Ms. Jigyasha Jain Company Secretary cum Compliance Officer.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination cum, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. Remuneration Policy

The Board has framed a policy for the selection and appointment of Directors, Senior Management, and their remuneration.

The Remuneration Policy is to be followed as stated in the Corporate Governance Report.

12. Meetings

During the year, Five (5) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. Director’s Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2024, and state that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

II. 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 at the end of the financial year and of the profit of the Company for that period;

III. The Directors have 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;

IV. The Directors have prepared the annual accounts on a going concern basis;

V. 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

VI. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Auditors’ Report

M/s Gupta Raj & Co, Chartered Accountants, (FRN. 001687N) Statutory Auditor were appointed in the 38th annual general meeting to hold the office of Statutory Auditor of the Company till the financial year 2026-27.

15. Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V R Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”.

Our comments on the observations made in the Secretarial Audit Report are as under:

a. Internal Auditor appointment was made however due to COVID-19 Company is in search of another Internal Auditor and shall comply with this requirement soon.

b. Other quarterly compliance will be done within the prescribed time limit as the company has appointed a new company secretary.

16. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 are annexed herewith as “Annexure B.”

17. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility as laid down in section 135 of the Act are not yet applicable to the company.

18. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the company at large. (“Annexure C”-AOC-2)

19. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company’s website www.accedere.io. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

20. Vigil Mechanism / Whistle Blower Policy

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy’ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct. The aim of the policy is to provide adequate safeguards against the victimization of whistleblowers who avail of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, the ‘Whistle Blower Policy’ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle-blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires preclearance 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 the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

22. Information Pursuant to Section 134(3) Of The Companies Act, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such a member may write to the Company Secretary in advance.

The prescribed particulars of Conservation of Energy, and Technology Absorption do not apply to your Company.

There are no foreign exchange earnings & outgo during the year under report.

23. Accounts & Auditor’s Report

The observation made by the Auditors in their report has been duly Clarified/explained in the relevant notes forming part of the Annual Accounts which are self-explanatory.

24. Report on Corporate Governance

The Report on Corporate Governance is attached to this Report.

Disclosure under the 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The company does not have the requisite number of employees for the constitution of the Internal Complaints Committee (ICC) under the said Act.

The following is a summary of sexual harassment complaints received and disposed off during the year 202324

• No. of complaints received: Nil

• No. of complaints disposed of. Nil

Acknowledgment:

The Board of Directors would like to extend their thankfulness to the bank, employees, clients, and Shareholders of the Company for their continued support besides government at all levels.

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Mar 31, 2015

The Directors have pleasure in submitting their Report and Accounts for the year ended on 31st March, 2015

(Rs. in Lacs) 2014-2015 2013-2014

Net Sales / Income from operations 10.95 5.04

Other income 0.00 0.00

Total Expenses 10.95 5.01

Interest 0.00 0.00

Profit / Loss after Interest

but before depreciation & Taxation 0.12 0.06

Depreciation 0.05 0.03

Provision for Taxation 0.05 0.01

Net Profit/Loss 0.02 0.02

Profit/ (Loss) B/F. (48.58) (48.58)

Profit available for Appropriation Balance C/F to Balance Sheet (48.56) (48.58)

RESERVES

The General Reserve at the end of the year stands at (43.55) lakhs.

TRANSFER TO RESERVES

An amount of (0.02) lakhs is proposed to be carried to the reserves during the year ended 31st March, 2015.

DIVIDEND:

In view of insufficient profits, the Directors do not recommend any dividend for this year.

SALES:

The net turnover for the year under review amounted to Rs. 10,95,000/- as compared to Rs. 5,04,000/- last year,

OPERATIONS:

The operations of the company have been increasing now and Directors are hopeful of better result in the coming year barring unforeseen circumstances.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashwin Chaudhary retires by rotation and being eligible offers himself for re-appointment.

A declaration by Mr. Dalpat Anjaria, Independent Director of the Company under Section 149(6)/(7) of the Companies Act, 2013 was received by the Company.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DELISTING FROM AHMEDABAD STOCK EXCHANGE

The company got its Equity share capital delisted from Ahmedabad Stock Exchange (ASE), as on March 31 2015. Shareholders will no longer be able to trade the shares on ASE. However the Equity shares continue to remain listed on BSE ( Mumbai Stock Exchange). The information is provided as required under Rule 7 (d) of SEBI (Delisting of Equity Shares). Regulations. 2009

DIRECTOR'S RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 at the end of the financial year and of the profit of the Company for that period;

iii. the Directors have 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. 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

vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS' REPORT

M/s. N.K. Jalan & co. Chartered Accountants, Mumbai, were appointed at the last annual general meeting for a period of three years upto the annual general meeting of the shareholders of the company to be held in the calendar year 2017 subject to the ratification of their appointment at each annual general meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re- appointment. Auditors Report and Accounts are annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C"

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict wim interest of the company at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.Ecominfotech.biz The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases,

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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 Board Directors and the designated employees have confirmed compliance with the Code.

INFORMATION PURSUANT TO SECTION 134ffl OF THE COMPANIES ACT. 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance,

The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

ACCOUNTS & AUDITOR'S REPORT

The observation made by the Auditors in their report has been duly Clarified / explained in the relevant notes forming part of the Annual Accounts which are self-explanatory.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance is attached to this Report.

For and on Behalf of the Board of Directors. For and on Behalf of the Board of Directors.

Sd- sd/-

MANAGING DIRECTOR DIRECTOR

Ashwin Chaudhary Priya Chaudhary

Place: Mumbai

Date : 01/09/2015

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Mar 31, 2014

The Members of

ECOMINFOTECH (INDIA) LIMITED

The Directors have pleasure in submitting their Report and Accounts for the year ended on 31st March, 2014

(Rs. in Lacs) 2013-2014 2012-2013

Net Sales / Income from operations 5.04 16.23

Other income 0.00 0.00

Total Expenses 4.98 16.00

Interest 0.00 0.00

Profit / Loss after Interest

but before depreciation & Taxation 0.06 0.23

Depreciation 0.03 0.12

Provision for Taxation 0.01 0.04

Net Profit / Loss 0.02 0.07

Profit/(Loss) B/F. (48.58) (48.66)

Profit available for Appropriation

Balance C/F to Balance Sheet (48.57) (48.59)

RESERVES:

The General Reserve at the end of the year stands at Rs.5, 00,000/-

DIVIDEND:

In view of insufficient profits, the Directors do not recommend any dividend for this year.

SALES:

The net turnover for the year under review amounted to Rs. 504000/- as compared to Rs. 1623057/- last year.

OPERATIONS:

The operations of the company have been reduced because of worldwide recession but Directors are hopeful of better result in the coming year barring unforeseen circumstances.

BOARD OF DIRECTORS:

No changes in the Board of Directors during the year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

The Annual Accounts have been prepared as per the accounting standards prescribed under section 211 (3C) of the Companies Act, 1956 and there are no material departures from the said accounting standards.

The accounting policies selected and the judgements and estimates made 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 of the company for the year ended 31st March, 2014.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given under section 217(2A) of the Company Act, 1956 read with the companies (Particulars of employees Rule 1975).

(I) PARTICULARS UNDER SECTION 217(1) (E) OF THE COMPANIES ACT 1956;

Members for conservation of energy are an on going process and it has resulted in conservation of energy.

(II) TECHNOLOGY ABSORPTION:

Research and development (R&D):

01. Specific areas in which R&D carried out by the company NIL

02. Benefit derived as a result of the above R&D N.A

03. Future plan of action NIL

04. Expenditure on R&D NIL

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning in Foreign Exchange NIL

Expenditure in Foreign Exchange NIL

ACCOUNTS & AUDITOR''S REPORT:

As per Note 11 to the Balance Sheet, the Auditor states that no provision has been made for Sundry debtors

doubtful of recovery amounting to x 3,65,79,872/-. In the opinion of Board of Directors, all of them are fully recoverable and hence no provision is made in Books of account. The other observations made by the Auditors in their report are self explanatory.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached to this Report.

AUDITORS:

Our current auditors have verbally expressed their ability to continue our audit and the Directors shall consider to appoint M/S N. K. Jalan & Co. as auditor for the next financial year till the conclusion of the next Annual General Meeting in place of retiring auditor subject to AGM approval.

For and on Behalf of the Board of Directors. For and on Behalf of the Board of Directors.

SD/- SD/- MANAGING DIRECTOR DIRECTOR Ashwin Chaudhary Priya Chaudhary

Place: Mumbai Date: 15/05/2014

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Mar 31, 2013

The Members of

ECOMINFOTECH QNDIAi LIMITED

The Directors have pleasure in submitting thek Report and Accounts for die vear ended on 31st March. 2013

(Rs. in Lacs)

2012-2013 2011-2012

Met Saks/Income from operations 16.23 44.45

Other income 0.00 0.00

To tal Expen 16.00 41.70

Interest 0.00 0.00

Profit / Loss after Interest but before depreciation & Taxation 0.23 0.30

Depreciation 0.12 0.11

Provision for Taxation 0.04 0.06

Ne t Profit / Lo ss 0.07 0.13

Profit / iLossi B/F.

Profit available for Appropriation

Balance C/F to Balance Sheet (45.59) (45.66)



RESERVES:

The General Reserve at die end of the year stands at Rs.5. 00.000/-

DIVIDEND:

In view of insufficient profits, die Directors do not recommend any dr Jend for this year.

SALES:

The net turnover tor die year under review amounted to Rs. 16230;'' /- as compared to Rs.444662/- last year.

OPERATIONS:

The operations of the company have been reduced because of wo lckvide recession but Directors are hopeful of better result in die coming year bailing unforeseen cu''cumst-inces.

BOARD OF DIRECTORS:

Mo changes in the Board of Directors during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

The Annual Accounts have been prepared as per the accounting standard; prescribed under section 211 (3C 1 of die Companies Act. 1956 and diere are no material departures fiom the said accounting standards.

The accounting policies selected and the judgements and estimates made are reasonable and prudent x- a; to give a due and fair view of the state of affairs of die company at die end of die financial year and of die profit of the company for the year ended 3ist March. 2013.

Proper and sufficient care has been taken for the maintenance cf adequate xcounting records in accordance with the provisions of the Companies Act, 1956 for safeguards g die a:sets of the company and preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

The company does not have any employee; who:* particular; are required to be given under section 217i2Alof die Company Act. 1956 read with the companies ''Particulars of employee:Rule 1Q7.Vi.

PARTICULARS UNDER SECTION 217(1 - (E) OF THE COMPANIES ACT 195b:

Member; for conservation of energy is an on going process and it ha; re;ulted in conservation of energy.

(Ill TECHNOLOGY ABSORPTION:

Research and development (R&D):

01. .Specific area; in which R&D earned out by the companv NIL

02. Benefit derived a; a result of the above RftD N.A 0. Fu ture plan of action NIL 04. Expenditure on R&D NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning in Foreign Exchange NIL

Expenditure in Foreign Exchange R;. 3300 9 .V- accqunts & auditors report:

The observation made by the Auditor; in their report ha: been duly Clarified / explained in die relevant note; forming part of the Annual Account; which are self-explanatory.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance i; attached to this Report.

AUDITORS:

Our current auditor; have verbally expressed their ability to continue our audit and the Director; shall consider to appoint M/S N. K Jaian & Co. a; auditor for the next financial year- till the conclusion of die next Annual General Meeting in place of retiring auditor subject to AGM approval.

For find on Behalf of the Board of Directors.

For and on Behalf of the Board of Directors.

MANAGING DIRECTOR DIRECTOR

A.sbwin Ctemdhary Priya Chciudlriry

Place : Mumbar

Date: 25/8/2013

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Mar 31, 2010

The Directors have pleasure in submitting their Report and Accounts for the year ended on 31st March, 2009. (Rs. in Lacs)

2009-2010 2008-2009

Net Sales / Income from operations 9.80 18.66

Other income 0.00 0.00

Total Expenses 9.21 17.75

Interest 0.00 0.00

Profit / Loss after Interest

but before depreciation & Taxation 0.59 0.91

Depreciation 0.18 0.26

Provision for Taxation 0.17 0.51

Net Profit/Loss 0.24 0.14

Profit / (Loss) B/F. (49.08) (49.22)

Profit available for Appropriation

Balance C/F to Balance Sheet (48.84) (49.08)

RESERVES:

The General Reserve at the end of the year stands at Rs.5,00,000/-

DIVIDEND:

In view of insufficient profits, the Directors do not recommend any dividend for this year.

SALES:

The net turnover for the year under review amounted to Rs.9,79,955/- as compared to Rs. 18,66,000/- last year.

OPERATIONS:

The operations of the company have been reduced because of worldwide recession but Directors are hopeful of better result in the coming year barring unforeseen circumstances.

BOARD OF DIRECTORS:

No changes in the Board of Directors during the year. ,

DIRECTORS RESPONSIBILITY STATEMENT:

The Annual Accounts have been prepared as per the accounting standards prescribed under section 211 (3C) of the Companies Act, 1956 and there are no material departures from the said accounting standards.

The accounting policies selected and the judgements and estimates made 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 of the company for the year ended 31 st March, 20.10.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud-and other irregularities.

The annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given under section 217(2 A) of the Company Act, 1956 read with the companies (Particulars of employees Rule 1975).

(I) PARTICULARS UNDER SECTION 217(1) (E) OF THE COMPANIES ACT 1956:

Members for conservation of energy is an on going process and it has resulted in conservation of energy.

(II) TECHNOLOGY ABSORPTION:

Research and development (R&D):

01. Specific areas in which R&D carried out by the company NIL 02. Benefit derived as a result of the above R&D N.A

03. Future plan of action NIL

04. Expenditure on R&D NIL

(III) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earning in Foreign Exchange Rs 9,79,955/-

Expenditure in Foreign Exchange NIL

ACCOUNTS & AUDITORS REPORT:

The observation made by the Auditors in their report has been duly Clarified / explained in the relevant notes forming part of the Annual Accounts which are self-explanatory.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance is attached to this Report.

AUDITORS:

Our current auditors have expressed their ability to continue our audit and the Directors propose to appoint M/S N. K. Jalan & Co. as auditor for the next financial year till the conclusion of the next Annual General Meeting in place of retiring auditor.

For and on Behalf of the Board of Directors. For and on Behalf of the Board of Directors.

DIRECTOR DIRECTOR

Place: Mumbai

Date :20th July, 2010