Directors Report of Accent Microcell Ltd.

Mar 31, 2025

Your directors are pleased to present the 13^th Annual Report of the Company together with the audited financial statements of the
Company for the Financial Year ended March 31,2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The highlights of financial performance on Standalone basis, for the year ended March 31,2025 are summarized hereunder: -

(C in Lakhs)

PARTICULARS	2024-25	2023-24
Revenue from Operations	26457.69	24549.78
Other Income (Net)	640.86	362.95
Total Income	27098.54	24912.73
Profit/(Loss) Before Interest, Depreciation and Taxes	4831.76	4310.15
Less: Interest and Other Finance Cost	34.55	114.59
Less: Depreciation	421.35	442.86
Other Exceptional Items	-	-
Net Profit/(Loss) Before Tax	4375.86	3652.70
Less: Provision for Tax	1280.48	638.62
Deferred Tax	2.88	(2.72)
Prior Period Tax Adjustment	(213.78)	-
Profit/(Loss) After Tax	3306.29	3016.80

2. STATE OF THE COMPANY''S AFFAIRS:

The Board of Directors of your company have pleasure to
state the privileged members of the company that, the
Company''s management constant emphasis on product
innovation and research and development augments our
capacity to increase to introduce novel products to the
market. Besides, our strength as a leading manufacturer
of Microcrystalline Cellulose enables us to uncover
opportunities for varied product applicants.

Accent Microcell Limited (priorly known as Accent
Microcell Private Limited) was established in the year 2012
and made its debut as the manufacturer and supplier of
pharmaceutical excipients. With the rise and shine over
more than a decade, the Company has achieved milestones
in the in the form of MCC, MS and CCS.

The food and beverage industry is one of India''s most
enduring service industries. It has experienced remarkable
growth in recent years and sustains its growth momentum
on account of demographic changes, urbanisation, rising
disposable income, and the expansion of the retail sector.
The sector is prepared to rebound after a setback during
the pandemic. The packaged food market, dairy industry,
fashion industry and nutraceutical market has grown in

popularity, and there is a greater need for superior quality
goods.

With big dreams and dedicated efforts through innovation
& consistent quality, since its establishment, the Company
has made attempts towards extending our reach globally.

Your Company has established a robust manufacturing
infrastructure, supported by an efficient supply chain
that caters to the needs of our global clientele. With two
ultra-modern and state-of the- art manufacturing facilities
located in Pirana, Ahmedabad and Dahez (SEZ) at Gujarat,
we have developed a strong global sales and distribution
network, serving customers in more than 70 countries
across Asia, Australia, the Americas, Europe, and the Middle
East.

To stay ahead of the competition, we continue to
strengthen our inhouse research and development (R&D)
division, equipped with advanced infrastructure for
fostering the production of innovative cellulose-based
excipients, from concept to commissioning.

Your Company is developing another facility at Navagam
Kheda, for which the funding was raised through IPO
proceeds which is expected to commercialised by end of,
2025.

3. OPERATION & REVIEW:

During the year under review, your Company has achieved a total sale of C 26457.69 Lakhs as compared to sales of C 24549.78
Lakhs in the financial year 2023-24, which has gone up by 7.78% higher than previous year.

The Profit After Tax stood at C 3306.29 Lakhs in Financial year 2024-25 as compared to profit of C 3016.80 Lakhs in the financial
year 2023-24 which has increased by 9.60% due to increase in sale, pricing policy, conservation in cost and stable raw material
prices.

4. DIVIDEND:

Considering the profits of the Company, your Directors are pleased to recommend a dividend of C 1/- (10%) per Equity share
of Face Value of C10/- each, for the financial year ended March 31,2025 as the final dividend.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no amount which was unpaid or unclaimed as required to be transfer to Investors Education and Protection
fund and therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. TRANSFER TO RESERVES:

The profit for the year under review was C 3306.29 Lakhs. The Board of Directors do not propose any transfers to General
Reserves account, during the year under review.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Name of Director	Category
Mr. Vasant Vadilal Patel	Chairman and Whole-time Director
Mr. Ghanshyam Arjanbhai Patel	Managing Director
Mr. Nitin Jasvantbhai Patel	Whole-time Director
Mr. Vinodbhai Manibhai Patel	Whole-time Director
Mr. Chintan Umeshbhai Bhatt	Independent Director
Mr. Rajat Dineshbhai Patel	Independent Director
Ms. Shreyaben Milankumar Shah	Woman Independent Director

Name of Key Managerial Personnel	Category
Mr. Ghanshyam Arjanbhai Patel	Managing Director & Chief Financial Officer
Ms. Hiral Kanubhai Gediya	Company Secretary & Compliance Officer

During the year under review, Ms. Braham Pal Chhabra
(Membership No._A55557) tendered her resignation
from the position of Company Secretary and Compliance
Officer of the Company with effect from 07.12.2024 , which
was accepted by the Board of Directors vide resolution
dated November 20, 2024. The Board places on record
its appreciation for her valuable contribution during her
tenure.

Subsequently, the Board, at its meeting held on March 03,
2025, appointed Ms. Hiral Kanubhai Gediya (Membership
No. A48107) as the Company Secretary and Compliance
Officer of the Company.

There were no other changes in the directorship of the
company, during the year under review.

8. DIRECTORS LIABLE TO RETIRE BY ROTATION AND
BEING ELIGIBLE OFFER THEMSELVES FOR REÂ¬
APPOINTMENT:

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Ghanshyam Arjanbhai Patel
(DIN:05225398) is liable to retire by rotation at the ensuing

Annual General Meeting (AGM) and being eligible offers

himself for re-appointment.

>. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the

Independent Directors of the Company confirming that:

a. They meet the criteria of independence as prescribed
under section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015;

b. They have registered their names in the Independent
Directors'' Databank pursuant to Sub-rule (1) and
(2) of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014 and
amendments thereto;

c. None of the Directors of the Company are
disqualified for being appointed as Directors as
specified in Section 164(2) of the Act and Rule 14(1)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors
appointed during the year possess requisite integrity,
expertise, experience and proficiency.

10. FORMAL EVALUATION BY BOARD OF ITS OWN
PERFORMANCE:

During the year under review, the Board, in compliance
with the Companies Act, 2013 and applicable Regulations
of Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, has
adopted a mechanism for evaluating its performance as
well as that of its Committees and Individual Directors,
including the Chairman of the Board.

The exercise was carried out through a structured
evaluation process covering various aspects of the
Boards functioning such as composition of the Board &
Committees, experience & competencies, performance of
specific duties & obligations, governance issues etc.

A Separate exercise was carried out to evaluate the
performance of Individual Directors including the Board,

as a whole and the Chairman, who were evaluated on
parameters such as their participation, contribution at the
meetings and otherwise, independent judgements, etc.

The evaluation of the Independent Directors was carried
out by the entire Board and that of the Chairman and the
Non-Independent Directors, Committees of the Board.

A separate meeting of Independent Directors was
held on March 19, 2025 to review the performance of
Non-Independent Directors, Board as whole and of the
Chairperson of the Company, including assessment of
quality, quantity and timeliness of flow of information
between Company management and Board.

11. NUMBER OF BOARD MEETINGS

During the year under review, eight (8) meetings of
the Board of Directors were duly convened and held in
compliance with the Companies Act, 2013 and in respect of
said meetings proper notices were given and proceedings
were properly recorded and signed in the Minute Book
maintained for the purpose.

The dates of Board meetings are as follows:

Sr. No.	Date of Board meeting	No. of Directors entitled to attend the meeting	No. of Directors who attended the meeting
1.	19.04.2024	7	7
2.	30.04.2024	7	7
3.	17.05.2024	7	7
4.	03.08.2024	7	7
5.	17.10.2024	7	7
6.	29.10.2024	7	7
7.	20.11.2024	7	7
8.	03.03.2025	7	7

The Board of Directors confirms compliance and adherence
to the Secretarial Standard 1 and 2 as issued by the
Institute of Company Secretaries of India and notified by
the Ministry of Corporate Affairs.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of
the Companies Act, 2013, with respect to Directors''
Responsibility Statement, it is hereby confirmed that:

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

company at the end of the financial year and of the
profit/loss of the company for that period;

c. 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;

d. The directors have prepared the annual accounts on
a going concern basis; and

e. The directors have 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 have devised proper systems to ensure
compliance with the provisions of all applicable laws

and that such systems were adequate and operating
effectively.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down
adequate internal financial controls which are operating
effectively. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. Policies and procedures are adopted by the
Company for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s policies,
safeguarding of its assets, the prevention and detection
of its frauds and errors, the accuracy and completeness
of the accounting records and the timely preparations of
reliable financial information. The Management monitors
and evaluates the efficacy and adequacy of internal control
systems in the Company, its compliance with operating
systems, accounting procedures and policies.

14. CHANGE IN CAPITAL SRUCTURE OF COMPANY:

During the year the year under review following changes
were made in Capital Structure of the Company:

A. Authorised Share Capital:

The Authorised Share Capital of the Company was
increased from Rs 22.00 Crores to Rs 25.00 Crores vide
the approval of Shareholders in the Annual General
Meeting held on 09^th September, 2024.

B. Paid-Up Share Capital:

There has been no change in paid up capital of the
company for the reporting financial year. Since , after
closure of financial year, the Company undertook
fund raising through a Rights Issue of 29,46,020
equity shares of C10/- each (at a premium of C125/-
per share), pursuant to which the paid-up share
capital increased from 2,10,40,000 equity shares to
2,39,89,020 equity shares of C10/- each.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of
business of the Company and it continues to concentrate
on its own business.

16. MATERIAL CHANGES AND COMMITMENTS, IF
ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND TILL THE DATE OF THE
REPORT

During the year under review, the Board of Directors, at
its meeting held on 29^th May, 2025, approved the further
issue of 29,46,020 equity shares of C135/- each (comprising
a face value of C10/- per share and a premium of C125/- per
share) by way of Rights Issue to the existing shareholders
of the Company.

There were no other material changes and commitments
affecting the Financial Position of the Company between
the end of the financial year to which this financial
statement relates and the date of this report.

17. CREDIT RATING:

The Company has been awarded Care BBB Stable credit
rating for its long-term bank facilities by Care Ratings
Limited. The Company is also assigned by Care Ratings
a Care A2 for short term bank facilities rating. The rated
instrument reflects strong degree of safety and lowest
credit risk.

18. INITIAL PUBLIC OFFER (IPO)AND UTILIZATION
OF IPO PROCEEDS:

The total funds raised by the Company by the way of Initial
Public offer is C 7,840.00 Lakhs.

Your Company has filed the Statements of deviation
(s) or variation(s) under Regulation 32 of SEBI (LODR)
Regulations, 2015, stating confirmation that there was
no deviation in the utilization of proceeds of IPO from the
objects as stated in the Prospectus dated 09^th May, 2025
after due review by the Audit Committee.

The Complete statement regarding utilization can be
viewed under corporate announcements made with the
National stock Exchange (NSE)

19. REASONS FOR REVISION OF FINANCIAL
STATEMENT OR REPORT:

During the year, the financial statements or report was not
revised. Hence, disclosures requirement is not applicable.

20. AUDITORS AND THEIR REPORT:
a. STATUTORY AUDITORS

At the Eleventh AGM held on August 28, 2023, the
Members approved the appointment of M/s TR Chadha
& Co LLP, Chartered Accountants (Firm Registration No.
06711N/N500028) as Statutory Auditors of the Company
to hold office for a period of five years from the conclusion
of that AGM till the conclusion of the sixteen AGM to be
held in the year 2028. Further, as per MCA''s amendment
no ratification of Statutory Auditors now required at the
Annual General Meeting and hence Statutory Auditors
shall continue to hold their office for the financial year
2025-26.

The Auditor''s report does not contain any adverse
qualification or remark or observation.

b. SECRETARIAL AUDITORS

On the recommendation of the Audit Committee, your
Company appointed M/s Sunil Mulchandani & Associates,
Proprietary Firm as the Secretarial Auditors of the Company
to conduct the Secretarial Audit for the F.Y. 2024-25 under
the provisions of section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 134(3)(f) & Section
204 of the Companies Act, 2013, Secretarial audit report
MR-3, as provided by Mr. Sunil Mulchandani, Practicing
Company Secretary is annexed to this Report as"Annexure

E. "

The secretarial auditor''s report does not contain any
qualifications, reservations, or adverse remarks or
disclaimer.

c. COST AUDITORS

As per the requirement of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit), Amendment Rules 2014, your company appointed
M/s. C. B. Modh & Co., Cost Accountants to conduct the
Cost Audit of the Company for the financial year 2024-25.

Further, based on the recommendation of the Audit
Committee and upon the receipt of the consent letter,
M/s. C. B. Modh & Co., Cost Accountants, have been
re-appointed as the Cost Auditor for the financial year
2025-26.

In terms of the provisions of Section 148(3) of the
Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors has to be ratified by the Members of the
Company. Accordingly, the Board seeks ratification at the
ensuing Annual General Meeting for the remuneration
payable to the Cost Auditors for the financial year 2025-26.

d. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
M/s Sharp & Tannon Associates (FRN: 109983 W), Chartered
Accountants were appointed as the Internal Auditors of the
Company to conduct the internal audit of the Company for
the financial year 2024-25.

Further, based on the re-commendation of Audit
committee, and upon the receipt of the consent letter,
your Company had re-appointed M/s Sharp & Tannon
Associates as the Internal Auditors of the Company for the

F. Y. 2025-26.

21. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 (2) (e) read with Schedule V of
SEBI (Listing Obligations and

Disclosure Requirement) Regulations, 2015, Management
Discussion & Analysis Report for the year under review
forms the part of this report and is marked as Annexure
- ''D''.

22. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the Balance Sheet.

Details of Deposits not in compliance with the
requirements of the Act:

Since the Company has not accepted any deposits during
the Financial Year ended March 31,2025, there has been no
non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22^nd January 2019

amending the Companies (Acceptance of Deposits) Rules,
2014, the Company is required to file with the Registrar
of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within the
prescribed timelines.

23. MAINTENANCE OF COST RECORDS:

In pursuance of the provisions of Section 148(1) of the
Companies Act, 2013, your Company is required to
maintain cost records, as specified. Accordingly, it has
properly maintained all the cost records and accounts.

24. RISK MANAGEMENT POLICY:

Your Company has established comprehensive Risk
Management System to ensure that risks to the Company''s
continued existence as a going concern and to its growth
are identified and addressed on timely basis.

As part of the risk management system, the relevant
parameters for manufacturing sites are analysed to
minimize risk associate with protection of environment,
safety of operations and health of people at work and
monitor regularly with reference to statutory regulations
and guidelines. The company fulfils its legal requirement
concerning ambition, water usage, waste water and waste
disposal. Improving work place safety continued top
priority at manufacturing site.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable
to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Board of Directors of the Company had duly re-constituted the Audit Committee on 9^th October, 2023 under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the composition of the Nomination and Remuneration Committee, are as under:

Name of the Person	Position in the Committee	Designation in the Company
Ms. Shreyaben Milankumar Shah	Chairman	Non-Executive Woman Independent Director
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director

During the financial year ended on March 31,2025, the Audit Committee met Five times viz.

19.04.2024; 17.05.2024; 03.08.2024; 17.10.2024; and 20.11.2024;

Your Company has established a vigil mechanism and oversees through the committee, the genuine concerns as expressed
by the employees and other Directors. It has provided adequate safeguards against victimization of employees and Directors
who express their concerns and has also provided a direct access to the chairman of the Audit Committee on reporting issues
concerning the interests of co-employees and the Company.

The Whistleblower Policy of the Company may be accessed on the Company website at the link: www.accentmicrocell.com.

26. NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

a) Composition of the Nomination and Remuneration Committee and its meetings:

The Board of Directors of your Company had duly re-constituted the Nomination & Remuneration Committee on 9^th October,
2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of the composition of the Nomination and Remuneration Committee, are as under:

Name of the Member	Position in the Committee	Designation
Mr. Chintan Umeshbhai Bhatt	Chairman	Non-Executive Independent Director
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director
Ms. Shreyaben Milankumar Shah	Member	Non-Executive Woman Independent Director

During the year under review, the Nomination and Remuneration Committee met for Two times viz. 30.04.2024 and 03.03.2025

b) Composition of the Stakeholders Relationship Committee and its meetings:

The Board of Directors of your Company had duly constituted Stakeholders Relationship Committee vide their meeting held on
9^th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the composition of the Stakeholders and Relationship Committee, are as under:

Name of the Member	Position in the Committee	Designation
Ms. Shreyaben Milankumar Shah	Chairman	Non-Executive Woman Independent Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director and CFO
Mr. Nitin Jasvantbhai Patel	Member	Whole-time Director

During the year under review, the Committee met for once dt. 21.03.2025, to consider and take note of the transfer/transmission
of shares, Reconciliation of Share Capital and Audit Report and the status of investors complaints/ grievances, if any.

c) Composition of the Right issue Committee and its meetings:

The Board of Directors of your Company had duly constituted Right Issue Committee vide their meeting held on 29^th October,
2024 for the purpose of giving effect to the Rights Issue under the applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Right Issue
Committee, are as under:

Name of the Member	Position in the Committee	Designation
Mr. Ghanshyam Arjanbhai Patel	Chairman	Managing Director and CFO
Mr. Nitin Jasvantbhai Patel	Member	Whole-time Director
Ms. Shreya Milankumar Shah	Member	Non-Executive Woman Independent Director

During the year under review, the Committee met for three times dt. 29.10.2024, 24.12.2024, 29.10.2024 to consider the matter
related with right issue.

27. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company
carries out its business practices i.e. fair, transparent, inclusive and flexible. As part of the policy, the Company strives to ensure
that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully;

b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks;

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and
its goals.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically.
The remuneration policy is in consonance with existing industry practice. The Policy of Nomination and Remuneration
Committee has been placed on the website of the company at www.accentmicrocell.com.

28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND CSR INITIATIVES:

The Board of Directors of your Company had duly re-constituted the Corporate Social Responsibility (CSR) Committee on 9^thOctober, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of the composition of the CSR Committee, are as under:

Name of the Member	Position in the Committee	Designation
Mr. Vinodbhai Manibhai Patel	Member	Whole-time Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director and CFO
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director

During the year under review, the Committee met once
as on 03.08.2024

Your Company believes in contributing to harmonious and
sustainable development of society and that a company''s
performance must be measured not only by its bottom line
but also with respect to the social contributions made by
the company while achieving its financial goals. During the
year, the CSR Expenditure incurred by the company was C
40.81 Lakhs in the areas of Women empowerment, Medical
and healthcare and Rural development.

The CSR policy of the Company may be accessed on the
Company website at the link: www.accentmicrocell.com.
The Annual Report on CSR Activities is annexed herewith
as "Annexure - C".

In terms of rule (9) of the Companies (Accounts) Rules,
2014, the Company has developed Corporate Social
Responsibility initiatives and has a CSR Policy in place.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a Policy against Sexual
Harassment at workplace in line with the requirement of
Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. The Policy is available
on the website of the Company at www.accentmicrocell.
com

Internal Complaints Committee (ICC) has been
constituted to redress complaints received regarding
sexual harassment. All women employees (permanent,
contractual, temporary and trainees) as well as women
who visit the premises of the Company for any purpose
are covered under this Policy and are treated with dignity
with a view to maintain a work environment free of sexual
harassment whether physical, verbal or psychological.

There were no complaints received, during the period
under review.

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

During the year, the Company has not given any loan,
guarantee or provided security in connection with the
loan to any other body corporate or person or made any
investments hence no particulars of the loans, guarantees
or investments falling under the provisions of Section 186
of the Companies Act, 2013 are provided by the Board.

31. RELATED PARTY TRANSACTIONS:

All transactions entered into with the Related Parties as
defined under the Companies Act, 2013 read rules made
thereunder, during the financial year were in the ordinary
course of business and on arm''s length basis and do not
attract the provisions of Section 188 of the Companies
Act, 2013. However, as a prudent corporate governance
practices the Board of Directors have approved such
related party transactions in respective Board Meeting
under the said provisions.

Since there were no transactions entered into by the
Company with the related Parties during the F.Y. 2024- 25
that were required to be reported, the prescribed form
AOC-2 is not attached herewith.

32. ANNUAL RETURN:

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on
the website of the Company at https://accentmicrocell.
com/disclosures/#annual returns.

33. COMPANY''S WEBSITE:

Your Company has developed and maintained its fully
functional website www.accentmicrocell.com. which
has been designed to exhibit the Company''s businesses
up-front on the home page and all the relevant details
about the Company.

The website carries a comprehensive database of
information of the Company including the Financial
Results of your Company, Shareholding Pattern, Directors''
& Corporate Profile, details of Board Committees,
Corporate Policies, business activities and current affairs
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013, Companies Rules, 2014 and as per Regulation
46 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and also the non-mandatory information
of Investors'' interest / knowledge has been duly presented
on the website of the Company.

34. SIGNIFICANT AND MATERIAL ORDER PASSED
BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE:

During the year under review, no significant and material
orders were passed by regulators /courts or tribunals
impacting the going concern status and company''s
operations in future.

35. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

No Company during the year has become or ceased to
be the Company''s Subsidiary, Joint Ventures or Associate
Companies. Hence the applicability with respect to
disclosure in Form AOC-1 is not applicable for the period
under review.

36. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND 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)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is furnished in "Annexure-A " and
is attached to this report.

Your Company understands and appreciates the
responsibility and importance of conservation of energy
and continues to put efforts in reducing and optimising
energy consumption for its operations.

37. CORPORATE GOVERNANCE:

The Corporate Governance requirements as stipulated
under the of SEBI (LODR) Regulations, 2015 are not
applicable to the company yet your Company adheres to
good corporate practices at all times.

Robust corporate governance policies, informed risk
management and a keen eye on emerging opportunities
underline our Governance approach. Continued focus
on stakeholder value-creation, best in Class disclosure
methodology has been adopted. Your Company has
practiced sound Corporate Governance and takes
necessary actions at appropriate times for enhancing and
meeting stakeholders'' expectations while continuing to
comply with the mandatory provisions and strive to comply
non-mandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the
Auditors Certificate regarding compliance of conditions
of Corporate Governance and certification by CEO/Whole
time Director & CFO is not applicable to your Company
as per regulation 15(2)(b) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

38. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING:

Your Company has adopted the Code of conduct in terms
of the SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor and report trading by
designated persons towards prevention of Insider Trading.
Further, in accordance with the provisions of Regulation 8
of SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Board of Directors of the Company has duly approved

and adopted the code of practices and procedure for fair
disclosure of Un-published Price Sensitive Information and
formulated the code of conduct of the Company.

Further, Pursuant to the Internal Code of Conduct for
Prevention of Insider Trading as framed by the Company
under SEBI (Prohibition of Insider Trading) Regulations, 2015
(as amended), the trading window closure(s) are intimated
in advance to all the designated person and during the said
period, the Board of Directors and concerned persons are
not permitted to trade in the securities of the company.

39. DETAILS OF APPLICATION / ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

Neither any application was made nor any proceeding
pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

As Company has not done any one-time settlement during
the year under review hence no disclosure is required.

41. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE
AUDITORS:

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Companies Act, 2013.

42. PARTICULARS REGARDING EMPLOYEES''
REMUNERATION:

The details of remuneration of Directors, Key Managerial
Personnel and employees of the Company 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 has been set out as
Annexure -B to this Report, attached hereto.

As there was no employee of the Company drawing
remuneration in excess of the limits prescribed and

hence, the details as required under Section 134 of the
Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 with respect to particulars of top 10 employees
need not be required to be disclosed.

43. POLICIES ADOPTED BY THE COMPANY:

The details of the policies approved and adopted by the
Board as required under the Companies Act, 2013 and SEBI
Regulations are available for the access at the website of
the Company at https://accentmicrocell.com/policies/

44. OTHER DISCLOSURES:

Your directors state the status of disclosure or reporting
requirement in respect of the following items, for the
transactions/events related to these items during the year
under review:

a. Non-applicability of certain Regulations
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended
from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations,
2015 the compliance with the corporate governance
provisions as specified in regulations 17, 17A, 18, 19,
20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and para-C, D
and E of Schedule V shall not apply to the Company.

b. Disclosures with respect to Demat suspense
account/ unclaimed suspense account

During the year under review no such shares in the
Demat suspense account or unclaimed suspense
account which are required to be reported as per Para
F of Schedule V of the SEBI (LODR) Regulations, 2015.

c. Disclosure of certain types of agreements
binding listed entities

As all the agreements entered into by the Company
are in normal course of business are not required
to be disclosed as they either directly or indirectly
or potentially or whose purpose and effect will not
impact the management or control of the Company.

45. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation for the
continuous support received from the Members, customers,
suppliers, bankers, various statutory bodies of the Government
of India and the Company''s employees at all levels.

For and behalf of the Board of Directors

Sd/- Sd/-

VASANT VADILAL PATEL GHANSHYAM ARJANBHAI PATEL

Date: 22^nd August, 2025 Chairman Managing Director

Place: Ahmedabad (DIN: 05225561) (DIN: 05225398)

Mar 31, 2024

The Directors are pleased to present the 12^th Annual Report of the Company together with the audited financial statements of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The highlights of financial performance on Standalone basis, for the year ended March 31,2024 are summarized hereunder: -

(Rs. in Lakhs)
PARTICULARS	2023-24	2022-23
Revenue from Operations	24549.78	19727.36
Other Income (Net)	362.95	248.88
Total Income	24912.73	19976.24
Profit/(Loss) Before Interest, Depreciation and Taxes	4310.15	2144.05
Less: Interest and Other Finance Cost	114.59	253.34
Less: Depreciation	442.86	410.83
Other Exceptional Items	100.00	-
Net Profit/(Loss) Before Tax	3652.70	1479.88
Less: Provision for Tax	638.62	259.08
Deferred Tax	(2.72)	(2.26)
Prior Period Tax Adjustment	-	(0.65)
Profit/(Loss) After Tax	3016.80	1223.21

2. STATE OF THE COMPANY''S AFFAIRS:

The Board of Directors of your company have pleasure to state the privileged members of the company that, the Company''s management constant emphasis on product innovation and research and development augments our capacity to increase to introduce novel products to the market. Besides, our strength as a leading manufacturer of Microcrystalline Cellulose enables us to uncover opportunities for varied product applicants.

Accent Microcell Limited (formerly known as Accent Microcell Private Limited) was established in the year 2012 and made its debut as the manufacturer and supplier of pharmaceutical excipients. With the rise and shine over more than a decade, the Company has achieved milestones in the in the form of MCC, MS and CCS.

The food and beverage industry is one of India''s most enduring service industries. It has experienced remarkable growth in recent years and sustains its growth momentum on account of demographic changes, urbanisation, rising disposable income, and the expansion of the retail sector. The sector is prepared to rebound after a setback during the pandemic. The packaged food market, dairy industry, fashion industry and nutraceutical market has grown in popularity, and there is a greater need for superior quality goods.

With big dreams and dedicated efforts through innovation & consistent quality, since its establishment, the Company has made attempts towards extending our reach globally.

Your Company has established a robust manufacturing infrastructure, supported by an efficient supply chain that caters to the needs of our global clientele. With two ultramodern and state-of the- art manufacturing facilities located in Pirana, Ahmedabad and Dahez (SEZ) at Gujarat, we have developed a strong global sales and distribution network, serving customers in more than 36 countries across Asia, Australia, the Americas, Europe, and the Middle East.

To stay ahead of the competition, we continue to strengthen our inhouse research and development (R&D) division, equipped with advanced infrastructure for fostering the production of innovative cellulose-based excipients, from concept to commissioning.

Your Company is developing another facility at Nayka Dist:-Kheda State:- Gujarat, for which the funding was raised through IPO proceeds which is expected to commercialised by March, 2025.

3. OPERATION & REVIEW:

During the year under review, your Company has achieved a total sale of ? 24549.78 Lakhs as compared to sales of ? 19727.36 Lakhs in the financial year 2022-23, which has gone up by 24.45% higher than previous year.

The Profit After Tax stood at ? 3016.80 Lakhs in Financial year 2023-24 as compared to profit of ? 1223.21 Lakhs in the financial year 2022-23 which has increased by 146.63% due to cost conservation measures taken, pricing policy and stable raw material prices.

4. DIVIDEND:

Considering the profits of the Company, your Directors are pleased to recommend a dividend of ? 1/- (10%) per Equity share of Face Value of ?10/- each, for the financial year ended March 31,2024.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no amount which was unpaid or unclaimed as required to be transfer to Investors Education and Protection fund and therefore the provisions of Section 125 of the Companies Act, 2013 do not apply.

6. TRANSFER TO RESERVES:

The profit for the year under review was ? 3016.80 Lakhs. The Board of Directors do not propose any transfers to General Reserves account, during the year under review.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) DIRECTORS

Name of Director	Category
Mr. Vasant Vadilal Patel	Chairman and Whole-time Director
Mr Mr. Ghanshyam Arjanbhai Patel	Managing Director
Mr. Nitin Jasvantbhai Patel	Executive Director
Mr. Vinodbhai Manibhai Patel	Executive Director
Mr. Chintan Umeshbhai Bhatt	Independent Director
Mr. Rajat Dineshbhai Patel	Independent Director
Ms. Shreyaben Milankumar Shah	Woman Independent Director

During the year under review, your Company had appointed Mr. Rajat Dineshbhai Patel as an Additional Director (NonExecutive and Independent) w.e.f. 05.05.2023; Mr. Chintan Umeshbhai Bhatt and Ms. Shreyaben Milankumar Shah as the Additional Directors (Non-Executive and Independent) vide Board meeting dt. 18.08.2023.

The appointments of the all the Additional Directors (Nonexecutive and Independent) were further approved by the members at the 11^th Annual General Meeting held on

28.08.2023.

Furthermore, Mr. Vasant Vadilal Patel was appointed as the Executive Chairman, Mr, Ghanshyam Arjanbhai Patel as the Managing Director, Mr. Vinodbhai Manibhai Patel and Mr. Nitin Jasvantbhai Patel as the Executive Directors of the Company vide Board Resolution Dt. 08.06.2023. The appointments were approved by the members at their ExtraOrdinary General meeting held on 07.07.2023.

There were no other changes in the directorship of the company, during the year under review.

B) KEY MANAGERIAL PERSONNEL
Name of Key Managerial Personnel	Category
Mr. Ghanshyam Arjanbhai Patel	Chief Financial Officer
Ms. Braham Pal Chhabra	Company Secretary & Compliance Officer

During the year under review, Mr. Ghanshyam Arjanbhai Patel was appointed as the Chief Financial Officer of the

Company by the Board at their meeting held on 08.06.2023, as recommended by the Nomination and Renumeration Committee.

Further, Ms. Braham Pal Chhabra was appointed as the Company Secretary & Compliance Officer Vide Board Resolution Dt. 15.05.2023, which is based on the recommendation of the Nomination and Remuneration Committee.

8. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BEING ELIGIBLE OFFER THEMSELVES FOR RE-APPOINTMENT:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nitin Jasvantbhai Patel (DIN: 05225550) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

9. DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of the Company confirming that:

a. They meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

b. They have registered their names in the Independent Directors'' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto;

c. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

10. FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has adopted a mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

A Separate exercise was carried out to evaluate the performance of Individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the NonIndependent Directors, Committees of the Board.

A separate meeting of Independent Directors was held on March 19, 2024 to review the performance of NonIndependent Directors, Board as whole and of the Chairperson of the Company, including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

11. NUMBER OF BOARD MEETINGS

During the year under review, sixteen meetings of the Board of Directors were duly convened and held in compliance with the Companies Act, 2013 and in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The dates of Board meetings are as follows:
Sr. No.	Date of Board meeting	No. of Directors entitled to attend the meeting	No. of Directors who attended the meeting
1.	12.04.2023	4	4
2.	05.05.2023	4	4
3.	15.05.2023	5	5
4.	30.05.2023	5	5
5.	08.06.2023	5	5
6.	07.07.2023	5	5
7.	18.08.2023	5	5
8.	21.08.2023	7	7
9.	09.10.2023	7	7
10.	28.10.2023	7	7
11.	30.10.2023	7	7
12.	01.12.2023	7	7
13.	12.12.2023	7	7
14.	13.12.2023	7	7
15	04.01.2024	7	7
16.	27.02.2024	7	7

The Board of Directors confirms compliance and adherence to the Secretarial Standard 1 and 2 as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors''Responsibility Statement, it is hereby confirmed that:

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

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that a 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/loss of the company for that period;

c. 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;

d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Policies and procedures are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information. The Management monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies.

14. CHANGE IN CAPITAL SRUCTURE OF COMPANY:

During the year the year under review, the following changes were made in Capital Structure of the Company:

A. Authorised Share Capital:

The Authorised Share Capital of the Company was increased from C 12.95 Crores to C22.00 Crores vide the approval of Shareholders in the Extra-Ordinary General Meeting held on 07^th July, 2023.

B. Paid-Up Share Capital:

The Paid-Up Share Capital of the Company has increased twice during the financial year under review:

1. Preferential allotment cum Private Placement:

The Company has made an allotment of 25,00,000 (Twenty -Five Lacs only) Equity shares of ? 10/- each at a premium of '' 40/- [Rupees Forty only] by the way of Preferential allotment cum Private Placement on

21.08.2023, pursuant to the approval of members by the way of Special Resolution at their Extra-Ordinary General Meeting dated 29.07.2023.

Thereby, the Paid -up Share capital was increased from ? 12,94,30,000 (Rupees Twelve Crores Ninety-Four Lacs Thirty Thousand Only) divided into 1,29,43,000 (One Crore Twenty-Nine Lacs Forty-Three Thousand only) Equity Shares of ? 10/- each to ? 15,44,30,000 (Rupees Fifteen Crores Forty- Four Lacs Thirty Thousand Only) divided into 1,54,43,000 (One Crore Fifty -Four Lacs Forty Three Thousand only) Equity Shares of ? 10/-each.

2. Public Issue (IPO):

Subsequently, the Company has made a Public Issue of 56,00,000 (Fifty Six Lacs only) Equity shares of ? 10/- each at an issue price of ? 140/- per share (vide approval of the shareholders in the 11^th Annual General Meeting held on 28.08.2023).

The said initial public offering was open for subscription on 08^th December, 2023 and closed on 12^th December, 2023. The issue was fully subscribed and your company raised an amount of ? 7,840 Lacs.

Consequently, the Paid-up share Capital upon allotment of the said number of shares made on

13.12.2023, was increased to ? 21,04,30,000 (Rupees Twenty- One Crores Four Lacs Thirty thousand only) divided into 2,10,43,000 (Two Crores Ten Thousand Forty Three Thousand Only) Equity Shares of ? 10/-each.

The details of Share Capital as on 31^st March, 2023 are as under:

a. Authorised Share Capital:

The Authorised Share Capital of the Company is ? 22,00,00,000 (Rupees Twenty-Two Crores only) divided into 2,20,00,000 (Two Crores Twenty Lacs only) Equity Shares of ? 10/- each.

b. Paid-up Share Capital:

The Paid-up Share Capital is ? 21,04,30,000 (Rupees Twenty- One Crores Four Lacs Thirty thousand only) divided into 2,10,43,000 (Two Crores Ten Thousand Forty Three Thousand Only) Equity Shares of ? 10/- each.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its own business.

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND TILL THE DATE OF THE REPORT

Your Company has increased its Capital Base by the way of Fund Raising through Initial Public Offer with the object to set up a new plant at District Kheda for manufacturing Croscarmellose Sodium ("CCS"), and Sodium Starch Glycolate and Carboxymethylcellulose (CMC).

The Issue size comprised of fresh issuance of up to 56,00,000 Equity Shares of face value of ? 10/- each fully paid-up of the Company for cash at price of ? 140 per Equity Share (including premium of ? 130 per Equity Share) aggregating ? 7,840 Lakhs. There were no other material transacutions, during the stated period.

Further, it has sought Board approval for utilisation the funds of IPO proceeds pertaining to General Corporate Purposes for meeting the working capital requirements to an extent of ? 10,00,00,000/-.

There were no other material changes and commitments affecting the Financial Position of the Company between the end of the financial year to which this financial statement relates and the date of this report.

17. CREDIT RATING:

The Company has been awarded Care BBB Stable credit rating for its long-term bank facilities by Care Ratings Limited. The Company is also assigned by Care Ratings a Care A2 for short term bank facilities rating. The rated instrument reflects strong degree of safety and lowest credit risk.

18. INITIAL PUBLIC OFFER (IPO)AND UTILIZATION OF IPO PROCEEDS:

Your Company got its Equity shares listed at National Stock Exchange of India, SME (EMERGE) Platform on 15^th day of December, 2023. The Board is pleased and humbled by the faith shown in the Company by all the members. Your Company has got an over-whelming and groundbreaking response from the investors at its IPO i.e. upto 362 times over-subscription.

Your Company has filed the Statements of deviation (s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated in the Prospectus dated 12^th December, 2023, after due review by the Audit Committee.

The Complete statement regarding utilization can be viewed under corporate announcements made with the National stock Exchange (NSE)

19. REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statements or report was not revised. Hence, disclosures requirement is not applicable.

20. AUDITORS AND THEIR REPORT:

a. STATUTORY AUDITORS

The Auditor''s report does not contain any adverse qualification or remark.

b. SECRETARIAL AUDITORS

On the recommendation of the Audit Committee, your Company appointed M/s Sunil Mulchandani & Associates, Proprietary Firm as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the F.Y. 2023-24 under the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report MR-3, as provided by Mr. Sunil Mulchandani, Practicing Company Secretary is annexed to this Report as "Annexure E".

The Secretarial Auditors reported that during the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards etc. except for the appointment of Company Secretary, which was made w.e.f. 15^th May, 2023.

There were no other qualifications, reservations, or adverse remarks or disclaimer as contained in the Secretarial Auditor Report.

c. COST AUDITORS

As per the requirement of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Amendment Rules 2014, your company appointed M/s. C. B. Modh & Co., Cost Accountants to conduct the Cost Audit of the Company for the financial year 2023-24.

Further, based on the recommendation of the Audit Committee and upon the receipt of the consent letter, M/s. C. B. Modh & Co., Cost Accountants, have been re-appointed as the Cost Auditor for the financial year 2024-25 vide Board meeting dt. 03.08.2024.

In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the financial year 2024-25.

d. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s Sharp & Tannan Associates (FRN: 109983 W), Chartered Accountants were appointed as the Internal Auditors of the Company to conduct the internal audit of the Company for the financial year 2023-24.

Further, based on the re-commendation of Audit committee, and upon the receipt of the consent letter, your Company had re-appointed M/s Sharp & Tannan Associates as the Internal Auditors of the Company for the F.Y. 2024-25.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as Annexure - ''D''.

22. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Details of Deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22^nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

23. MAINTENANCE OF COST RECORDS:

In pursuance of the provisions of Section 148(1) of the Companies Act, 2013, your Company is required to maintain cost records, as specified. Accordingly, it has properly maintained all the cost records and accounts.

24. RISK MANAGEMENT POLICY:

Your Company has established comprehensive Risk Management System to ensure that risks to the Company''s continued existence as a going concern and to its growth are identified and addressed on timely basis.

As part of the risk management system, the relevant parameters for manufacturing sites are analysed to minimize risk associate with protection of environment, safety of operations and health of people at work and monitor regularly with reference to statutory regulations and guidelines. The company fulfils its legal requirement concerning ambition, water usage, waste water and waste disposal. Improving work place safety continued top priority at manufacturing site.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Board of Directors of the Company had duly re-constituted the Audit Committee on 9^th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Nomination and Remuneration Committee, are as under:

Name of the Person	Position in the Committee	Designation in the Company
Ms. Shreyaben Milankumar Shah	Chairman	Non-Executive Woman Independent Director
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director

During the financial year ended on March 31, 2024, the Audit Committee met Four times viz. 08.06.2023; 18.08.2023; 28.10.2023 and 04.01.2024.

Your Company has established a vigil mechanism and oversees through the committee, the genuine concerns as expressed by the employees and other Directors. It has provided adequate safeguards against victimization of employees and Directors who express their concerns and has also provided a direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

The Whistleblower Policy of the Company may be accessed on the Company website at the link: https://accentmicrocell.com/wp-content/uploads/2024/02/Whistle-Blower-policy.pdf.

26. NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE: a) Composition of the Nomination and Remuneration Committee and its meetings:

The Board of Directors of your Company had duly re-constituted the Nomination & Remuneration Committee on 9^th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Nomination and Remuneration Committee, are as under:

Name of the Member	Position in the Committee	Designation
Mr. Chintan Umeshbhai Bhatt	Chairman	Non-Executive Independent Director
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director
Ms. Shreyaben Milankumar Shah	Member	Non-Executive Woman Independent Director

During the year under review, the Nomination and Remuneration Committee met for five times viz. 04.05.2023, 12.05.2023, 07.06.2023,18.08.2023 and 09.10.2023.

b) Composition of the Stakeholders Relationship Committee and its meetings:

The Board of Directors of your Company had duly constituted Stakeholders Relationship Committee vide their meeting held on 9^th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the Stakeholders and Relationship Committee, are as under:

Name of the Member	Position in the Committee	Designation
Ms. Shreyaben Milankumar Shah	Chairman	Non-Executive Woman Independent Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director and CFO
Mr. Nitin Jasvantbhai Patel	Member	Executive Director

During the year under review, the Committee met for once dt. 21.03.2024, to consider and take note of the transfer/transmission of shares, Reconciliation of Share Capital and Audit Report and the status of investors complaints/ grievances, if any.

27. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Company carries out its business practices i.e. fair, transparent, inclusive and flexible. As part of the policy, the Company strives to ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. Relationship between remuneration and performance is clear and meets appropriate performance benchmarks;

c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with existing industry practice. The Policy of Nomination and Remuneration Committee has been placed on the website of the company at https://accentmicrocell.com/wp-content/uploads/2024/02/ Nomination-and-Remuneration-Policy.pdf.

28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND CSR INITIATIVES:

The Board of Directors of your Company had duly re-constituted the Corporate Social Responsibility (CSR) Committee on 9^thOctober, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of the CSR Committee, are as under:

Name of the Member	Position in the Committee	Designation
Mr. Vinodbhai Manibhai Patel	Member	Executive Director
Mr. Ghanshyam Arjanbhai Patel	Member	Managing Director and CFO
Mr. Rajatkumar Dineshbhai Patel	Member	Non-Executive Independent Director

During the year under review, the Committee met twice viz.

18.08.2023, 21.03.2024.

Your Company believes in contributing to harmonious and sustainable development of society and that a company''s performance must be measured not only by its bottom line but also with respect to the social contributions made by the company while achieving its financial goals. During the year, the CSR Expenditure incurred by the company was ? 21.50 Lakhs in the areas of Women empowerment, Medical and healthcare and Rural development.

The CSR policy of the Company may be accessed on the Company website at the link: https://accentmicrocell.com/ wp-content/uploads/2024/02/CSR-Policy-Accent-Microcell-Ltd.pdf. The Annual Report on CSR Activities is annexed herewith as "Annexure - C".

In terms of rule (9) of the Companies (Accounts) Rules, 2014, the Company has developed Corporate Social Responsibility initiatives and has a CSR Policy in place.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https://accentmicrocell. com/wp-content/uploads/2024/02/Policy-For-Prevention-of-Sexual-Harassment.pdf.

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary and trainees) as well as women who visit the premises of the Company for any purpose are covered under this Policy and are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

There were no complaints received, during the period under review.

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

Loans granted amounting to '' 220.00 Lacs. No investment and guarantee or security given by the company.

31. RELATED PARTY TRANSACTIONS:

2013. However, as a prudent corporate governance practices the Board of Directors have approved such related party transactions in respective Board Meeting under the said provisions.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. Since there were no transactions entered into by the Company with the related Parties during the F.Y. 202324 that were required to be reported, the prescribed form AOC-2 is not attached herewith.

32. ANNUAL RETURN:

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,

2014, an Annual Return in form MGT-7 is available on the website of the Company at https://accentmicrocell.com/ disclosures/#annual returns.

33. COMPANY''S WEBSITE:

Your Company has developed and maintained its fully functional website www.accentmicrocell.com, which has been designed to exhibit the Company''s businesses upfront on the home page and all the relevant details about the Company.

The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors'' & Corporate Profile, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest /

knowledge has been duly presented on the website of the Company.

34. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, no significant and material orders were passed by regulators /courts or tribunals impacting the going concern status and company''s operations in future.

35. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

No Company during the year has become or ceased to be the Company''s Subsidiary, Joint Ventures or Associate Companies. Hence the applicability with respect to disclosure in Form AOC-1 is not applicable for the period under review.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is furnished in "Annexure-A"and is attached to this report.

Your Company understands and appreciates the responsibility and importance of conservation of energy and continues to put efforts in reducing and optimising energy consumption for its operations.

37. CORPORATE GOVERNANCE:

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 are not applicable to the company yet your Company adheres to good corporate practices at all times.

Robust corporate governance policies, informed risk management and a keen eye on emerging opportunities underline our Governance approach. Continued focus on stakeholder value-creation, best in Class disclosure methodology has been adopted. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations and strive to comply nonmandatory requirements of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted the Code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of

Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company; the aforesaid code of conduct for prevention of Insider Trading is duly placed on the Website of the Company at https://accentmicrocell.com/wp-content/uploads/2024/07/ Policy-on-CODE-OF-CONDUCT-FOR-Insider-Trading.pdf. Further, Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the company.

39. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

41. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

42. PARTICULARS REGARDING EMPLOYEES'' REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company 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 has been set out as Annexure - B to this Report, attached hereto.

As there was no employee of the Company drawing remuneration in excess of the limits prescribed and hence,

the details as required under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 with respect to particulars of top 10 employees need not be required to be disclosed.

43. POLICIES ADOPTED BY THE COMPANY:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Regulations are available for the access at the website of the Company at https://accentmicrocell.com/policies/

44. OTHER DISCLOSURES:

Your Directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:

a. Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply to the Company.

b. Investors Education and Protection Fund

During the year under review no such events occurred which required to be reported under this category.

c. Disclosures with respect to Demat suspense account/ unclaimed suspense account

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which are required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

d. Disclosure of certain types of agreements binding listed entities

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

45. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company''s employees at all levels.

Mar 31, 2023

Vour directors are pleased to present iht l ]'' Annual Report n\ theiJoTnpnny together with the audited financial statements o( the Company foi die Financial Year ended Mttrch 31 0023

I. FINA^qiftLSUWM.VRY on fllfiflLISELEB/PERrOK MANCE OF THE COMPANY ;

Your Company''s performance during ihe year is summarized below: -

(Ailioinil in Lalilis)

PAJITiaiLAttS
PAJITiaiLAttS
Total Income for the year was	Â£0,578,02	17^3822
Proflt/(Loss} Before He predation and Taxes	1090.71	33fJ4.t5
Less; Beprecta fion	41Q.#3	333,93
ftet Pro fit/(Loss} Before Tax		990.20
Le-^S'' Provision for l ax		tfi&Gj

Pflterrcd Tan		2.53
Prior Period Tjx Adjnslmeot	OBLfiS]	*
Pro fit/(Loss} AfterTax	1223/21	021,37

The L>us rd of directors of''your company have pleasure lo state the privileged members of the company chat, the Company''s management cons taut emphasis on product Innovation and research and rf by el up me tit augments our c^padtv to increase to Introduce novel pi pjiucts to Lhu market. Reside, due strength ns a leading manufacturer of M1croc;tystalline Cellulose enables us to uTiwvqfc opportunities for Varied product appt Lea tits.

Accent MicroceH Private Limited was established m the year 3012 and mode its dehut as the manufacturer and supplier of pharmaceutical (recipients. With the rise and shine over more than h decade, the Company has achieved milestones in chn in the form of MCC,M5 and CCS.

l he food and beverage industry is one l>: India''s most enduring service industries. It has experienced remarkable growth In recent years and sustains its growth momentum or secount of demographic changes, urbanisation, ruing disposable Income, dnd the expansion Of fchfl retail Hector. The sector 15 prcpilred to rebound after n setback during the pandemic. The packaged (bod market, dairy Industry, fashion industry -.\:ni nutraccLLlicaJ market has pmvn in po^larity, and there is a greater need for superior quality goods.

With big dreams and d edkd led efforts through Innovation & consistent quality, smte its u?i la Mi aliment, the Company Inis made attempts towards extending our reach globally. Your Company lias established a robust manufacturing irtirastructUrp, supported by in efficient supply chain that caters to the nccd.K of our glcibnl diciUelc, With two ulturn utter n and state-of the* manufacturing facilities located in Pfcana, Ahmcdabad and Hidin SliZ at Gujarat, wc liave developeJ u strong global sales and distribution network, serving customers in more than 7U countries across Asia, Australia, the Americas, Europe, and tht Mtldlc East, To Stay ahead ol llie compel .1 ion. we continue to strengthen our mhouse research and development (U&IJj division, equipped with advanced infrastructure for leistering the production of Innovative coUuloso-based

tMCiplfcntS, from concepl to ciHnmLsui Lining-3. QiâliHATWNft REV1I-W

burinii Lhe year year miller review, Vout Cum paiiy''s has achieved total .sales ol Us. ^CJ57f?.tT2 Lakhs as Compared to sales of Rs, 17330 22 i^khs In ruuuuuil year nr/. 1-22, which ban gone up by ie!.o^lJ% higher chain previous year and Profit aftertax stood at Hs.

1223.Z l Lakhs in Fin&icJul year 2&22ZA a? Compared Lo profit ol fa. JJ2J.fi7 laikhs In Financial yeaj- 2021-22 which has increased hy due io cost conservation

measures taken, pricing policy and stable raw material prices,

4, HjUflDEMD

Considering the pj''oftts of ihe Company., the Board uf Diractoi''s of our Cdmp&iy bos reramfcUjaded Fined Dividend at the rate: of 6% pej Equity Share on 1,29/13.000 Equity Shares uf Rs. I 0/- each for the UnunciaI yeai ended 3lif Majfch, 2fl2;k

5. Â£RfcDIT RATING

rhd Company has awarded Care BBB Stable credit rating for its long-term bank fecilltfes by Cara Ruling Â£lm tied. The Company ip atto assigned by Care Balings a Care A3-for short term bank fecitities rating. The rated instrument reflects strong degree of safety am! lowest credit risk.

6 IMN5FER OF UNCLAIMED DIVIDEND TO INVESTOH EDI TEAT m IV AND PROTECTION FUND

Simthc?r* wn? no omount which was unpaid nr unclaimed as required to be transfer to Investors CdLitaucHi Lind krotectivn fund and therefore the provisions of Smtiob 1^5 at die Coin pa nies Act. 2013 do not apply.

?. IMMSEEto heshhves

The profit for the-year under review was Rs. 1223.2 I Lakhfi, ''Lite Board of I Jr rectors do not propose any transfers to (fener-al Reserves account, during [ hey car Udder review,

B. MATERIAL CHANGES & COMMITMENTS CHANGE fN THE MATURE Cll THE

Hosiness

during the year under review, there is no change in the nature of the business of the Company.

*Â¦ BJEECTOlM ft KI V MANAGTRIAL PERSON I.

M^iue qj [Mractor	t Jtcfiory
Mr.(jhiinshyam Arjanbh&l Fatol	Director
Mr. Nitiii j as vimt Ellul Patel	Director
Mrs Vasant v.i.iilnl PattH	Director
Mr. VinodbfeiL Munibifini Pete!	t.ii rector
Mrs, Payti! llishnhli SIiliIi	^ntpmty Secretary (1^,07.2022- 0149,2022)

During the year under review, the company bad appointed Mrs, l^Jov_Lil Rl&hahh Sliah ns the Company Secretary & Compliance Officer w.i:l 1 ^lJ .C17.2022, who held the rdbee up lo 01.0^2022, There were no other chan^us in the directorsJiip of the company, during thjrvr-: year under review.

Your Company ^printed Ms. Bran am Pal Chhabre ss the Company Secretary & Compliance QBicer Vide Board Resolution Di. 15.05.2023.

Further, Mr. Vasant Vadilal Patel was appointed as the ExecutFv* Chairman. Mr, CThanjhjâ¢j Arjanbhai F.rtcl as the Misn^jn^ Director com CFO and Mr. Vinodbhai Mamhhni Patel and Mr. Mitn Issvnntbhai PatriJ as the Whole-rime Directors of ihe Cnmmanv vide Board Resolution De, 08.06.2023.

^1(l- I>EÂ£LWnQN OK IWIJUFKNDE\~T DIRECTORS

Your Company was a Private Company before 23.12,2022 and has changed its status by converting itself to Public United Company oflly on 23.12.2022, as Approved by the members.

Pursuant to such conversion, your Company up pointed Mt. RajatkuiflÂ»r Altreshtihai Patel vide Board meeting di. [15.05-2023, Mr. Chintan Umeshbhai Bhatt and Ms. Shreya Mi lankier Shuh vide Board meeting dL 18.08.2023 as the Additional Directors N:m-F^ecutive & Independent], Thu Dediirntion to the effect that they meet the criteria of independence a* provided in Section 149[6) of the Companies Ace, 2fi1 3 has been received from diem.

In ilie- c.1 pinion of the Board, the Independent Directors appointed during the year pÂ«sms requisite integrity, expertise, e^erience .md pro licit i my.

n OIHMM T;VAI IIATIOK BV BOA HD t)l ITS OWN PEHI-OHM AHCE:

Keiiiiidji pJi^ted Company or having paid up capital of less than Rs. 25 Cm res, the Statement in respect of Formal Evaluation by the Board of Eta own performance and that of its cpmlttees and individual directors are not applicable to the Company,

12. NUMBERQF BOARD Mm IIVGS

rjm irsg the year under review, Ton Â«t'' thn Board of Directors w^-m hdd pi

compliance with Lhc Companies Art, 2013 and in ru.spcmi qf sakl meetings proper notices were given and proceedings were properly recorded and signed in the Minute Hook maintained for the purpose.

Dates of Board meetings an is follows:


1,	0S-[34-2O22	U/;Vâ
2.	24.05,2022	4/4
3.	19U71022	4/4

4,	22.US.2022	4/4
5.	mM3d22	4/4
6.	17.10.Z022	4 M
7-	(17.1 1.7,021	4/4
a.	fJ.LJJ.20Z3	4/4
9.	20.022023	4/4
10.	28,03.2023	4/4

Tbu Board of ^Erectors confirms Compliance and adhtrencc to thft Secretarial otandpd 1 and 2 as i^oLtl by the Institute of Con tpa^jf Secretaries or India and nrstinc-d by the Ministry of Corporate AJfjiii.

Id. DJRrpQKS''HLSmN^IBILITVSTATFMlffjT

P11 fSua n t to th e req u [ re me n L u nder 5 act io n 134 f S1 0 F t he Co nipa n Eos A ct 2 G1 3, w itli respe rt to Directors'' Responsibility IrjtemejiL, ir is hereby confirmed that;

a. in the preparation of the annual recounts, the applicable accounting standards have l>wm followed along with explanation relating to material departures;

h. The directors have selected such accounting policies and applied them ccnsEstefltfr and judgment!; and estimates that a reasonable and prudent so as to-give a truS afid fair view _L>f (he stat* of a flairs pl the ootnpauy at the caw! of the linnncbil year nnd of ih* p ro fi t/J oss o f tlie cnmr any fii r Hi .i t p-ori ad;

c The director:; haye tik^n proper and sufficient ctire foi the tnsirtenjtfnge of adequate accounting records in nevurdiincc with the pravisfons of this Act foi safeguarding the asset? of the company and far preventing and tfetÂ« tfng fraud and d^iher irregularities;

d. TJie directors have prepared the an mini aftHinft on agoing coitam bastard

0. The directors have laid down internal (inaneial controls to he fallowed by the company and that such internal financial controls are a drip ale a n d wvi v n pern Li rig effect ivdy.

1. The direcuirji hove devised pro pm ^sterns in ensure compliance with Uiu provisions of at! applicable laws and that such systems won adequnto nmL operating tffactivqfr,

14- ADliVUACYOr ITORNrtUTNAWaAl.fiONTKOlS

Â¦flu; Board Of Directors of Hie Company has laid down adequate internal financial contrak which art operating effectively. The Company has an Internal Control Syste^r^^ mm mens urate with the site, seal e mid com plod ty nMis ope.-â¢ Linns. Pnltciesand procedtfi^^ ''%

I _ li ^r<

are adopted by til# Company For ensuring tine ojdei Jy and efficient conduct nf its business. Including adherence to the Company''s policies, safeguarding of its assets, the prevention and detection of its frauds and errors, the accuracy and completeness of thf> accounting retofda aud the timely preparations of jfletiable financial Information. The Man ago morn-monitors and uva[nates the efficacy and adequacy aF inlrf!ria?l control systems ill Lite Company, its complin nee with op c rati ng systems, aero mi tuig procedures and policies.

15. CH^N^m-C^ITALSRUCTURrOFCOmrAWY

During the period under review, the |j a id-up she re capital oi the company has increased front Rs 12.9(1,30,000 {Rupues Twelve Crones Ninety Llci; Thirty Thousand Only] divided into 1,29,:i2,000 [One Craic Twenty Nino Luca Three rfumsand only) Equity filiaits of Rs. L0/- each to Els. I 2/14,30,000 [Rupees Twelve Crtjres Ninety Four Lacs 1''hirty Thousand Only] divided into 1.29.-13,000 [One Grore Twenty h''inc Laos Forty Three Thousand only) Equity Shares of Rs. id/- each by Issue of Right shares of 40,000 [Forty Thousand only] Equity shares to listing Shareholders in the proportion âf their listing holding in the Company. However, the existing mein be is have renounced their riglm in respect of such offered shares and accordingly the same have been subscribe.! hy other Members.

1<1. M AT E ftlA I, C11A N f i US t\ MII fIQ M M IT M E N TS. IK ANY

During the year under review, the Company was mnverted from TFivar. Limited'' to ''Public Urn i ted'' and consequently the name* of the company he changed from ACCENT MfCROCfcU 1¹R IWT1! LI MITE E)" to "ACL E N T MICRO CELL LI MITE IY r> n 2 3. L 2,20 2 2.

Your Cumpai-.y lets increased its Capital Base by mukini [^referential A liniments cum Private Placementiif 25,OO.OM -Twenty Ftvn l,;ios tln?yj EquiLy HUatsf: at a mce value of Ils. 10/ [Rupees Ten Only| u^di nt a premium of /\0/- \ Rupeu.s Forty mity] annulling to Rj.

12,50,00,00OyL [Rupees ''Iâwelv.^ Cranes Fifty Lairs nnly| for cKpiinsicn pi,ins and to meirt its short term and long-itr:]] finnnct^il needs il has madt padJul repayments cdfIts short-term borrowing Jiy utilising such proceeds.

17. jq-ASOHSEflB REVISION OF FINANCIAL STATEMENT OH HKPORT:

Durincj the yunr, the financial statements nr report was nut revised. Hence disclosures rs^uiimhenf is not applicable.

10 fiSTRACT OFTIIEAMIUAL RETURN

In torinifiSL of Section ^eJ2(:-tJ of the Act nnti Rule 12 of the Crjiujjmincji (Management amt Admlnistratiuo] Ralp3_>2Dl4_r the Annual Return qf i}il> (jmnpany is available oh (he \vt''hÂ£li\i o, iil'' the Company at www.jtrL''iHimu ocel''v. uit: /J''

19, AUDITORS AND THElk IMPORT

a. STATUTORY auditors

The term of Statutory Auditors $1fs Rajiv Shah&Associates; Chartered At^jountaflts,Spires by conclusion of ensuing Annual Central Meeting.

Based on the recommendations or the Audit Co nun i due and upon the receipt of the consent and certificate from M/S TR Chndha & Co LLP [FRN: Ui>67t1M) to the effect that their appointment if made, would be is accordance with the provisions of section 141 nf the Companies Act, 2(J 1^ pod that they urn not disoi ratified in net as the Audi Lon; and are eligible to hold thu office aS AiiH Hots nf r|io Company.

The management recommends the appointment at M/s T H Chcadha a Co, U.P Sta&tQfj Auditors of the Company for a period of five years from the conclusion of ensuing Annual General Meeting dll the cundusitm of 3 6''h An nun I Ccnurnl M&tlng to be held Nl the year 20 2il rj mJ [ 0 coild uc L the Statute ry aud Et for the F.Y. 2 02A - 2 A ti 11 F.Y. 2 7 Â¦ 2 ti.

I''Ik- Audios report doc? not Dootainafiy iliIvlusc qualification or remark.

b. SrCRETARlALAimiTORS

"l''ire Cum pany is not required to appoint l lie Secretarial Auditors pursuant to Seen on 204 of tile Companies Act* ZD 13 read with relevant rules made thereunder, the Secretariat audit Is not ;ipp| icable to the Company.

c. COST AUDITORS

As per the requ irement of Section 14fl of the Compani ?* Act, 2 E) i 3 rea d with the Compani ep {CnKt Recettds and Audit). Amendment Rules 2D 14, your Company Is required to Â«ct ir? cosi :iCUPU nLinÂ£ reimrdk Audited by y Cost Auditor.

(Jn the recoiliriiL''inlui ipri of tfm Audit Committee, M/s. C E}. Modh & Co., Cost Accountant, have been no-appointed as the Cost Audi lor fur the Financialyear 2D 21 -24,

Jn terms of the provisions of Section J 4fl< .T) Of the Companies Act. 2(113, read the Companies fAndii nod Auditors] Rules. 2014, the letminn''aiLon payable to iluj Cost Auditors tins to he ratified by the Members of ''he Company. Apdordingty, the Dounl seeks ratification nr The criSLiiriK AfUtyal Ccwr.il MeeiiilH for the remuneration payable to the Com Audinn s forlheiinan dal yen r 2023-24,

20. HE POSITS.

During the year under review, your Company hi^s accepted exempted deposit from Ihrector md their relative., in compliance with the requirements o\ in''uviscons of Section 73 cf the Cumpanies Act, iÂ£0''i3- The Company has outstanding exempted idejxjsiis as pec'' belli VY mentioned details:

Sr. Nu,	Nume of Member, [firettur Or Relatives of Directors from whom Deposits accepted	Amount fli! Rupees)	Remarks
1.	Mr. tjhmtshyam. A. Patel	Rs, U3.5a.511/-	The maximum, amount n/s for such collectors during tbc year under review is Rs. 1.40,00,000/-
2i	Mi. iVilin J. Patel	Rs- 75,84,766/-	The maximum amount o/s for such directors during the year under review is Fte. ],75,00,000/-
3.	Mr. VasarLL V. PaLui	Rs- JT8SL793/-	The maximum Jiununi o/s for such directors during die year under review if- Rh. 1.15,00.000/-
i	Mr. Vfnotl M, Pntei	Rs. 57.44.474/-	Tilt maximum i in min I u/s for such dirertcij-s during the year under review is Its. 1,15.00,000/-
5.	Mr Kantilal R Vadi"	Rs,13,93,000/	The maximum, a mourn ty/n (dr such directum during the year under review is fts.l 3,93,000/-
fi.	Mr. Vacant P, Patel*	Its .(>,5 0.000/-	The maximum amount of3 far such directors during the year under review is Rs. 6,50,000/â

âUns&urtid Uiaris fro fit members, Wr Kaniihsl f^J. Ifadi and Mr, Vosaitt P. Pate) wen accepted, i viiite the Conjpdjrry wu.y o Private Com pai m.

Your Qjuipany hus obtained all -.hr required disclosure.* for acceptance of such deposits from Els Directors/Members ,ind compkm wilh statutory! requirements as prescribed. Apan from ahem¹ your Company h\ia nnt icceptccf any fixed deposits pLListJ^int tu Section 73 of Lin-Companies Act, 20 l I. I kmc, disclosures .is required pursuant to Rulcfii/Tlf vj of Companies (Acrou rcis] Ku tea. Z\i 14 tiro n ot tp pi ienble ft) r th e t Ena n dal year under review _

21. RISK 1H4SAGEMEKT POLICY

Tour Company has established comprehensive Risk Management Sys''fini bo ensure Lliab risks to the CI-oitipany''s continued existence ft5 a game concern anc to its growth aj^ identified and addressed cm timely bisk

As part of :ru! risk rnajiageineiii system. the relevant parameters kn manufacturing sEtes are analysed to rtnriimise j''isk associate With protection of enviroiummi, safety of operations Â¦h:hI health of people at work and nioriito: rugularly with 11: fere nee to statutory regulations and guidelines. The company fulfils its legal rm rt lire men t cq (teeming ambition, water usage, waste water and waste disposal, Improving work place safcLy continued top priority at manufacturing site.

22. DISCLOSE OR OWOSmON OF AUDIT COMMITTEE AND muviDIRIG VltaL MECHANISM

Your Company has In place an Audit Committee in terms of i''tfi|iiireinents m the applicable provisions of the Companies Act, Ml 3, Rules made there under. The details of the co w | jos ition of die Audit Camn 1 it ts*; are us u 1 ide r:

Kjiuc uf liit Parson Hoslttori tn the LosuiUltee		Designation In the Contpanv
Mr. Clisnshyam Arjarcblim Patel	Chairman	Managing Director
Mr- Nit in [asvantMiai Patel	kfsmW	Whole-time Director
M r. R ajat ku mar D i nesh h ha 1 Patel	Member	Non-hxocjtivc Additional Independent Director

The Company lias established ? vigil median ism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. Thr Company lias alsq provided ajisquatc safeffUords against virtmisEitmn of employees anti Directors who express their concerns. The Cnmpany lias also provided dirert access to tlie chairman of the AulMi Committee on reporting issues oerntyrning the interests ot co employees and ihe Company.

During tlio year under review, Audit committee and Board has reviewed and Lencinted whistle Glower .policy of tl 1 c Company, The Company has disclosed information about c-Htabl isiimciu of the Whistleblower Pdiicyon its website www.agremTnri-ramD.t mu

23 !Map3Ultg MNt)lJL ] I^CXLI^_ lbVtAS^>t[^T JJi WOMEN AT WORKPLACE fPHfiVTiirriWPHOmBfTIONAKD RKftni-SSrtt.lACT.Ztm

Your Company has ir, ptaco .-j Policy against Sexual Harassment at workplace in tine-with the requirement of ,Sck.u;iI Harassment or Women ,u Workplace [PreifeTtUon, Prohibition and liedrossal) Art, 2Dli The Policy is evailabte on Hie website of the Company at mill microce 11 .co m

Intei !uhI Complaints Committee flf.C) has been constituted to Redress complaints rws&tv^ r^^asrd irij^ sexual harassment. A:I employes [permanent. contractual, temporary soil trainees] are covered under this policy.

Th&rewere no com plaints received, during trio period under review.

24. CORPORATE SOCIAL HE5FONSimUTY INITIATIVES

Your Company believes m contributing tn harmonious rind sttitaltiable developmeot or society and that a company''s performance must bewasured not Oidy by iti boUarr. I inr but also with rflsppfrt rn the social contributions made bv thrt to-inpyjiy while achieving Lt? fmancinl goals. During Lho year, the C$R Expenditure incurred by the company was Rs. 1.5.50 l.oRhs tn the areas or Womep empowerintmi, Medical and heoitlicarc and Rural devdupnrert-

The CSR policy nf the bom pony nay be accessed an die bumpany website at the link;

Â¦ Â¦ The Annual Report on CSK Activities is annexed herewith is

Armexure -B\

In terms of r.ile id''the Tympanies (AccomiSr) Mules, 2014. die Ccunjjany has developed Corpora feudal Responsibility initiatives and basa CSR Policy in place.

25. PARTICULARS OF LOANS. GUARANTEES OK INVESTMENTS MAUL UNDER SECTION IOF THE COMPANIES ACT, 201

During Hie year., the Company has not given any loan, guarantee or provided security in enn nett ion wSlHl the loan tn .my other btuty ^urpnrate on person or made any Investments hertCH llu parlic-ubi-s ipf the foans. guarantee or investment hilling uridrr rhe provisions of Section 106 of the Companies Act, JO I -I arc pnoyhJEd hy this Board.

20. RELATED PARTY TRANSACTIONS

All transactions entered into with ihe Rotated Parties ns rfcilitnl under the Companies Act, 2013 read rules made thereunder, during die financial ye^j were rn the nrJin.i/y course of business nnd fin arm^JK IrMlyj?h biiKH and do not :iLtr.u:< 111L- provisions nr Section lilij olthe Companies Act. 20] A. However, hh ;t prudent; corporate govemmice practices the Hoaid of Directors have .sjiproved such related party ininsertions in rmspnitve Board Mtiding under the 5 ii id provEiiffliSr

There were no materially significant rdstod party transaction? made hy the Company wttb tlil^h Promotei''s_r DTj L:ttÂ«irs- ,nml Key Managerial Personnel which may have a potential conflict with the i me rests of the Co mpa ny at I urge.

Vv" \A

Stalls if the transactions pursuant to compliance ot sectioii 134[3j(h) of the companies action and ruieflfS] uNhe companies [Accounts) BulfcfOMaiflt^iuieM&d herewith as per "AuEiexure-A".

27. StfcNrriC.-lWT AHILMATERIAL QRDliK PASSED BY REGULATORS 01^ COURTS OR TRIBUNALS JMFACnMG ITIli GQIMj CONO-H-V .STATUS AND COMPANY''S OPERATIONS I NFliTUBJi

1 iiere is no significant ant! material order was passed by regulators or courts or trihunaJi Impacting the go mg concern stilus and company''s operations in future,

28. aLmammRI^IQlWrVhNTURlLSAHlJ assfltaaTE COMPANIES

No Company during the year has became or ceased to lie Company''s Subsidiary, loiut Ventures or Associates Com patties. Hence applicability with inspect :n d Is C Insun? in knmi AOC-1 is iin-T applicable for the period under revie.w.

29. CONSERVATION Of ENFRCY. ITOINOLOGY ABRUPTION AND F-OREfflN J&XtUMJU; EARNINCIS AND OUTGO

ho inhinnaljon permitting to conservation of energy, technology absorption. Foreign ^change Earnings florid outgo as required ifindet Section 134 tiftm) of the Companies Act. 2013 read with Rule B[3] of th& Contipanics (Accounts] Rules, 2014, is furnished in "Antrexune-C ¹¹ and is a kadi ml lo this report.

Your Company underbids am! appreciates the responsibility and importance of conservation of energy nnti continues to pul efforts in reducing and optimising energy consumption for its operations.

3** NOMINATION_ftfim_REMUNERATION COMMITTEE/ STAKKHOI.Â»RRS^J

RATIONS.......... MJTTEE/ M''-XUAL HARASMHr:ivr COMMIT! fil-

Your Company lias En place Nomination and Remunoration Committee in terms of requirements ol Section l 7R and other applicable provisions of the Companies Act. 2013. Rules made there under. The details of the composition of I lie Nominal ion anti Ftc m Lt 11 ernti o n Co m reiiltec, arc as u ri d l: r :

Name of the J''eiwm

Fusltln ,

Mitt

Cummttf^r

.....-

Mr, V.usaril Vadil.il Tatul

Clndrninn

Win d e-1 i rho ? i recto r

tfW >*.

Mr. Hitin Jasviantbhiii Patel	Member	Whflle-tlme Director
M r. Vi nodbli a i Mail i b lia i Pa teI	Member	Wholtf-tiSe Director

"I h2 Cc-iii ri^ny s remuneration policy is directed Awards rewarding perinriTi^ncc ba-neo on rev few of achievements periodically: Tile nsnjiun.eratii>n policy irs canson^mce with e^isiin^ Industry pract.ce, The Policy oF tonal nation and Remuneration rnfnrritrae has been plated oil Lhe website- of the company at .Â¦ entmlcrnt ''Â¦Â¦Â¦_.

31. DETAILS QF APPLICATION / ANY PROCEEDtKCl PENNINE UMDER HIE INSOLVENCY M DHANKEttJFTCY..CQDi-,2(]1i>

Neither Liny application was made nor any pirtKGOding bending under the Insolvency an

32. DETAILS (II- nfFTEKENCli BETWEEN AMOUNT Of- I''UK VALUATION DONE AT THE TIME OF ONE TIME SETTLEWENT AKP THE VALUATION PONE WHILE TAKIMCL LOAIV FROM TilF HANKS OR FINANCIAL INSTITUTIONS ALONG WETIi THE REASONS THEREOF

Ai Company liaa not done any one*t[ijie settlement during the year under review Jidjkl'' no disclosure is required,

33. CO H F^] 0 RATE GOV E K N A NC E:

Your Company is an unlisted public entity; htnee iJm r^uireniiciit ol Corporate Governance is not applicable to our Coittparty during the ftp uncial year under review.

34. INSTANCES Of FRAUD. IF ANY. REEURTED BY THE AUDITORS

Them have bee)¹! tin Instances o# hand reported by the Auditors under Son ion 143(12) of t3i l'' Ci> m pa r: ies Act, 2013,

35. PARTICULARS REGARDING EMPLOYEE''S'' REMUNERATION

The Company is not listed on any recognized stock enchant: heme disi lustre regarding the ratio nf the rexnimcratton oi each IMrerturLo the median employee''s remuneration und mIht details are not appiJlcable tndie Company.

Ah there ws -io employâ¢ uf lhe r.nnip.iny drawing remuneiilion m erutii cl the limits prescribed and hence the (letjib as required .under Section I.S4 of the Cuinpanifcs Act ibis read with Rule 5(2) of the Companies [ApppliLleimci111 ti Remuneration m Mwiogwpal PittMihncI) Hulas,, 2014 with respect m particulars nf empl^yetH need nm lx- required i^-hrâ -. itisclusetl,

36. ACKNOWLEDGEMENTS

Your Directors wish to place cm record thelj appreciation for the contiouotJS support, received from the Members, customers, suppliers, bankers, various statutory bodies of theGoveni:miesltt>f India and tiil? Company''s employees at all levels.

Date; IB 03.2 02 3 Fgi¹ and bebalfpf dtefittuAofDilHtUd

Place; Ahnieddbat!

^ ""F i^- T^ t

[jHANSJ LYA M A R J A NBiiAL PA I El N1TIN IA SVA NT Hi JAl PATEL

VfanagiEig Director Who le-Ei me Direrlor

[DIN: 052ZS39H] (DIN:05225550)

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