Directors Report of ACE Engitech Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 34 ^th Annual Report on the business and
operations of the company together with the Audited Financial Statements and the
Auditorsâ Report thereon for the financial year ended on March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended on
March 31, 2025.

Particulars	2024-25	2023-24
Total Revenue	2.55	0.18
Less: Total Expenditure	50.64	15.72
Net Profit/ (Loss) Before Tax	(48.09)	(15.54)
Less: Provision for Tax	-	-
Net Profit/ Loss After Tax	(48.09)	(15.54)

2. STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK

During the year under review, your company has incurred losses of Rs. 48.09/- Lakhs in
financial year 2024-25 as compared to losses incurred in Previous financial Year 2023-24 of
Rs. 15.54/- Lakhs during the reporting period. Your Directors and Management along with
the entire team are taking all possible action to sustain our financial growth and business
operational developments in spite of all adverse external conditions & competition. Your
Companyâs management is trying their best to improve companyâs performance in the
coming years.

3. LISTING STATUS

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

4. MATERIAL CHANGES AND COMMITMENTS

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

Further, the process of restructuring of the company by way of reduction of share capital
has been completed. The company have taken some initiatives during the financial year
2024-25.

During the finiacial year under review, the company has applied for alteration in the
Objects Clause of the Memorandum of Association and same was approved by ROC, Central
Processing Centre, Manesar, Haryana.

> Reduction of Equity Share Capital

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

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

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

Accordingly, the Honâble National Company Law Tribunal, Jaipur Bench,

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

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

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

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

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

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

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

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

Further we request the shareholders to dematerialize their physical holdings.

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

> Alteration of Object Clause of the Memorandum of Association of the Company.

The Board is of the view that Company should widen its scope by undertaking activities
in new sectors. The Board keeps on considering from time to time proposals for
diversification into areas which would be profitable for the Company as part of
diversification Plans. For this purpose, the object Clause of the Company, which is
presently restricted in scope, requires to be comprehensive so as to cover a wide range
of activities to enable your Company to consider embarking upon new projects and
activities. The alteration in the Objects Clause of the Memorandum of Association as set

out in the Resolution is to facilitate diversification. This will enable the company to
enlarge the area of operations and carry on its business economically and efficiently and
the proposed activities can be, under the existing circumstances, conveniently and
advantageously combined with the present activities of the company. The âMain Objectâ
clause of the Memorandum of Association of the Company is being amended by adding
of sub - clauses in Clause III (A). The Board at its meeting held on November 14, 2024
has approved alteration of the MOA of the Company subject to Members'' approval for
the same.

In view of the above, the company has changed its object clause by passing of
resolutions through postal ballot by way of remote e-voting process by members of the
company on Thursday, March 20, 2025, results of which were declared on Monday,
March 24, 2025. and in this regard the Registrar of Companies (Hereinafter referred as
âROCâ), Central Processing Centre, Manesar, Haryana has issued the certificate of
registration confirming alteration in Object Clause dated April 30, 2025.

A copy of the altered Memorandum and Articles of Association are available for
inspection by the members at the registered office of the Company during normal
business hours on all working days and is also available on the website of the
Company at www.aceengitech.com .

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

5. DIVIDEND

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

6. CHANGE IN THE NATURE OF BUSINESS

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

7. AMOUNTS TRANSFERRED TO RESERVES

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

8. CHANGES IN SHARE CAPITAL

During the financial year under review, Due to completion of process of Reduction of equity

share capital of the company, the structure of share capital of the Company has been
changed. As on the last date of financial year under review the paid-up share capital of the

company stood at Rs. 85,88,840/- (Eighty-Five Lakh Eighty-Eight Thousand Eight Hundred
Forty only) divided into 8,58,884 (Eight Lakh Fifty-Eight Thousand Eight Hundred Eighty-
Four) Equity Shares of Rs. 10/- (Rupees ten only) Each.

Further, the company proposed the reduction of share capital in the AGM 2022 and same
was approved by the Shareholders of the company. The process of reduction of share
capital was in process since then and completed in August 2024.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Companyâs
website and can be accessed at https: //www.aceengitech.com

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

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

11. DIRECTORS AND KMP

The details of directors and Key managerial personnel (KMPs) appointed / resigned during
the financial year 2024-25 are hereunder:

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

â¢ As per the provisions of Companies Act, 2013 Ms. Sonali Gupta (DIN:08729522),
Director of the company in the current term, being the longest-serving member and who
is liable to retire by rotation, being eligible, seeks reappointment. The Board
recommends her reappointment.

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

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

â¢ Mr. Abhishek Bohra (DIN:10673261) was appointed as Managing Director of the
company for a period of 3 years, w.e.f from July 22, 2024 up to July 21, 2027, not
liable to retire by rotation as approved by the members of the company in the AGM
held during the year 2024 based on the recommendation of the Nomination and
Remuneration Committee and Board of Directors of the company.

â¢ Mr. Ganesh Bhanudas Bhayde (DIN: 10052851) was appointed as (Independent)
director on the board of the company pursuant to the provisions of Section 161(1),
149 of the Companies Act, 2013 (âActâ) read with rules made thereunder to hold office
for a term of 5 (five) consecutive years commencing from July 22, 2024 and not liable to retire
by rotation as approved by the members of the company in the AGM held during the
year 2024 based on the recommendation of the Nomination and Remuneration
Committee and Board of Directors of the company.

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

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession and
who can effectively contribute to the Companyâs business and policy decisions are
considered by the Nomination and Remuneration Committee, for appointment, as an
Independent Director on the Board. The Committee inter alia considers qualification,
positive attributes, area of expertise and number of Directorship(s) and Membership(s) held
in various committees of other companies by such persons in accordance with the
Companyâs Policy for Selection of Directors and determining Directorsâ independence. The
Board considers the Committeeâs recommendation and take appropriate decision. Every
Independent Director, at the first meeting of the Board in which he participates as a
director and thereafter at the first meeting of the Board in every financial year, gives a
declaration that he/she is independent of the management and meets the criteria of
independence as provided under the Companies Act, 2013 read with rules made there
under, Code of Conduct and Schedule IV and applicable regulation of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified
making them eligible to act as Independent Directors and give such declaration as per
section 149 (6) of the Companies Act, 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (6) meetings of the Board of Directors
as per Section 173 of Companies Act, 2013 on May 28, 2024, July 22, 2024, August 13,
2024, August 29, 2024, November 14, 2024 and February 14, 2025.

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

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

14. MEETINGS OF THE INDEPENDENT DIRECTORS

A meeting of Independent Directors was held on February 14, 2025 without the presence of
the Non-Independent Directors and members of management. This Meeting was conducted
to enable the Independent Directors to discuss matters pertaining to, inter alia, review of
performance of Non-Independent Directors and the Board as a whole, review the
performance of the Chairman of the Company (taking into account the views of the
Executive and Non-Executive Directors), review the performance of the Company, assess
the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

The meeting was attended by all the Independent Directors.

15. BOARD COMMITTEES

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of Meetings attended
1.	Mr. Abhishek Dinesh Bohra	Chairman	Managing Director	4	4
2.	Mr. Dinesh Kumar Bohra	Director	Director and Chief Financial Officer	6	6
3.	Ms. Sonali Gupta	Director	Director (NonÂ¬ Executive)	6	6

4.	Mr. Hemant Bohra	Independent Director	Independent Director (NonÂ¬ Executive)	6	6
5.	Mr. Nagendra Nagraj Nallu	Independent Director	Independent Director (NonÂ¬ Executive)	6	4
6.	Mr. Niraj Gulecha	Director	Director (NonÂ¬ Executive)	2	2
7.	Mr. Ganesh Bhanudas Bhayde	Independent Director	Independent Director (NonÂ¬ Executive)	4	4

â¢ AUDIT COMMITTEE

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

During the year, the Audit committee Members have duly met five times on: May
28, 2024, August 13, 2024, August 29, 2024, November 14, 2024 and February 14,
2025. The necessary quorum was present in all the meetings.

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Mr. Hemant Bohra	Chairman	Director (Independent)	5	5
2.	Mr. Nagendra Nagraj Nallu	Member	Director (Independent)	5	3
3.	Mr. Dinesh Kumar Bohra	Member	Director (Non - Executive) and Chief Financial Officer (CFO)	5	5

The Audit Committee invites such of the executives as it considers appropriate i.e. the head
of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial
Auditors etc. to attend the Committeeâs meetings. The Company Secretary of the Company
acts as the Secretary to the Audit Committee.

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

â¢ Terms of reference of Audit Committee:

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

â¢ review and monitor the auditorâs independence and performance, and effectiveness of
audit process;

â¢ examination of the financial statement and the auditorâs report;

â¢ approval or any subsequent modification of transactions of the Company with related
parties;

â¢ scrutiny of inter-corporate loans and investments;

â¢ valuation of undertakings or assets of the Company, wherever it is necessary;

â¢ evaluation of internal financial controls and risk management systems;

â¢ Monitoring the end use of funds raised through public offers and related matters.

â¢ review of internal audit reports relating to internal control weakness and discuss with
internal auditors any significant findings and follow up thereon;

â¢ reviewing the statements of significant related party transactions submitted by the
management.

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

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

Audit Committee Recommendation

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

â¢ NOMINATION AND REMUNERATION COMMITTEE

> The company has a Nomination and Remuneration Committee in accordance to

Section 178 of the Companies Act, 2013; Members of this Committee possess sound
expertise/knowledge/ exposure.

> Two meetings of the Nomination and Remuneration Committee were held during the

financial year 2024-25 on July 22, 2024 and August 29, 2024. The details of
meetings and attendance were duly minutised. The necessary quorum was present
in the meeting.

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. of Meetings entitled to attend	No. of meetings attended
1.	Ms. Sonali Gupta	Chairperson	Director (NonÂ¬ Executive)	2	2
2.	Mr. Hemant Bohra	Member	Independent Director (Non-Executive)	2	2
3.	Mr. Nagendra Nagraj Nallu	Member	Independent Director (Non-Executive)	2	2

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

Terms of reference of Nomination and Remuneration Committee:

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

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

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

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

â¢ Determine our Companyâs policy on specific remuneration package for the
Managing Director / Executive Director including pension rights;

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

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

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

â¢ Review and suggest revision of the total remuneration package of the Executive
Directors keeping in view the performance of the Company, standards prevailing in
the industry, statutory guidelines etc.;

â¢ To formulate and administer the Employee Stock Option Scheme.

â¢ STAKEHOLDERSâ RELATIONSHIP COMMITTEE

> The company has a Stakeholders Relationship Committee in accordance to Section

178 of the Companies Act, 2013 for looking into the grievances of shareholdersâ and
investors of the company.

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

> Four meetings of the Stakeholdersâ Relationship Committee were held during the
year on May 28, 2024, August 13, 2024, November 14, 2024 and February 14,
2025. The necessary quorum was present in the meeting.

> The Stakeholdersâ Relationship Committee comprised of the following members

during the year under the review:

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Ms. Sonali Gupta	Chairperson	Director (NonÂ¬ Executive)	4	4
2.	Mr. Hemant Bohra	Member	Director (NonÂ¬ Executive)	4	4
3.	Mr. Nagendra Nagraj Nallu	Member	Director (NonÂ¬ Executive)	4	2

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

Terms of reference of Stakeholders Relationship Committee:

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

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

Approve issue of the Companyâs duplicate share / debenture certificates;

Monitor redressal of investorsâ / shareholdersâ / security holdersâ grievances and review any
other related matter, which the Committee may deem fit in the circumstances of the case,
including the following:

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

ii. Consolidate share certificates

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

iv. Delete name(s) from share certificates

v. Demateralise shares

vi. Issue duplicate share certificates

vii. Replace shares

viii. Split-up shares

ix. Transfer of shares

x. Transmit shares

xi. Transpose shares

Recommend methods to upgrade the standard of services to investors;

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

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

â¢ Review the process and mechanism of redressal of Shareholdersâ /Investorâs grievance
and suggest measures of improving the system of redressal of Shareholdersâ /Investorsâ
grievances.

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

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

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

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

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

â¢Details of Complaints:

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

No. of complaints pending as on March 31, 2025.- Nil

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

16. REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated criteria for Determining

Qualifications, positive Attributes and independence of directors as well as Nomination and

Remuneration Policy of the company as mandated under Section 178 (3), (4) of the
Companies Act, 2013. The above referred policy is available on the website of the company
and can be accessed at https: //www.aceengitech.com/corporate-governance/

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

â¢ To guide the Board and lay down criteria in relation to appointment and removal of
Directors, Key Managerial Personnel and Senior Management.

â¢ To evaluate the performance of the members of the Board and provide necessary report
to the Board for further evaluation.

â¢ To recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.

â¢ To provide to Key Managerial Personnel and Senior Management reward linked directly
to their effort, performance, dedication and achievement relating to the Companyâs
operations.

â¢ To retain, motivate and promote talent and to ensure long term sustainability of
talented managerial persons and create competitive advantage.

â¢ To devise a policy on Board diversity.

â¢ To develop a succession plan for the Board and to regularly review the plan.

â¢ To assist the Board in fulfilling all related responsibilities.

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

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

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

17. FORMAL ANNUAL EVALUATION

The Report of every listed company and other prescribed class of public companies shall
include a statement indicating the manner in which formal annual evaluation of the
performance of the Board, its Committees and of individual Directors has been made.

said criteria provide certain parameters like Attendance, Availability, Time spent,
Preparedness, Active participation, Analysis, Objective discussions, Probing & testing
assumptions, Industry & Business knowledge, Functional expertise, Corporate Governance,
Development of Strategy & Long Term Plans, Inputs in strength area, Director''s obligation
and discharge of responsibilities, Quality and value of contributions and Relationship with
other Board Members etc. which is in compliance with applicable laws, regulations and
guidelines.

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

18. AUDITORS AND REPORTS THEREON
â¢ STATUTORY AUDITOR

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

Pursuant to the provisions of Section 139, 142 of the Companies Act, 2013, and the
Companies (Audit & Auditors) Rules and other applicable provisions if any and applicable
regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
the Board has recommended to the members, the re-appointment of M/s Rajvanshi &
Associates (FRN: 005069C), Chartered Accountants as the Statutory Auditor of the
Company, for a second term of 5 (five) consecutive years from the conclusion of this Annual
General Meeting till the conclusion of the 39th Annual General Meeting. Accordingly, an
Ordinary Resolution proposing the re-appointment of M/s. Rajvanshi & Associates (FRN:
005069C) Chartered Accountants as Statutory Auditor forms part of the Notice of this 34th
AGM of the Company.

The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Further, the observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and need no elaboration. The Auditors have not

reported any incident of fraud in the Company for the year under review under section
143(12) of the Companies Act, 2013.

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

â¢ SECRETARIAL AUDITOR

Pursuant to provisions of the section 204 of the Companies Act 2013 read with rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company had appointed M/s V. M. & Associates, Company Secretaries (FRN:

P1984RJ039200) as Secretarial Auditor for the financial year ended on March 31, 2025.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 and Regulation 24 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has
recommended to the members, the appointment of M/s. Gupta Shruti & Associates (Firm
Registration No. S2015RJ323300), a proprietorship firm of Company Secretaries in practice,
as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the
conclusion of this Annual General Meeting till the conclusion of the 39th Annual General
Meeting. Accordingly, an Ordinary Resolution proposing the appointment of M/s. Gupta
Shruti & Associates as Secretarial Auditor forms part of the Notice of this 34^th AGM of the
Company.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2024Â¬
25, in form MR-3, is annexed to this report as "Annexure -1â. The Secretarial Auditor
Report contains following observations/qualifications to which management had further
replied thereon. The Auditors have not reported any incident of fraud in the Company for
the year under review under section 143(12) of the Companies Act, 2013.

1. The Company has complied with Regulation 3(5) of the SEBI PIT Regulations as the alteration in the object
clause of the Memorandum of Association of the Company was captured in the SDD software by the
Company, after the approval of ROC for the same. Also, few entries are captured after the UPSI become
public;

2. The Company has not complied with Regulation 47 of SEBI LODR Regulations as the newspaper
advertisement published w.r.t. financial results for the Quarter and Nine months ending December 31, 2024
did not contain the Quick Response Code. Now, the company has complied the Regulation 47 of SEBI LODR
Regulations.

â¢ INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules
made there under the Board of Directors appointed M/s Shubham Kaushik & Co., (FRN:

151830W) Chartered Accountants, Mumbai as an "Internal Auditorâ of the company for
conducting Internal Audit for the financial year 2024-25.

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

Further, the Board of Directors has approved the re-appointment of M/s Shubham
Kaushik & Co., (FRN: 151830W) Chartered Accountants, Mumbai as an "Internal
Auditorâ for conducting Internal Audit for the financial year 2025-26.

19. LOANS, GUARANTEES AND INVESTMENTS

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

20. RELATED PARTY TRANSACTIONS

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

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

During the Financial year 2024-25, the company has entered into contract or arrangement
in the nature of Related Party Transaction under sub-section (1) of section 188 of the
Companies Act, 2013 and thus disclosure in Form AOC-2 is annexed to this report as
âAnnexure -2â

21. PARTICULARS OF EMPLOYEES

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

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

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

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of Listing Regulations, A detailed Management
Discussion and Analysis Report on the Financial Conditions and Result of operations of the
Company is provided in this Annual Report as âAnnexure-5â.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE 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
âAnnexure- 6â and is attached to this Report.

24. ORDER OF COURT OR REGULATOR OR TRIBUNAL

During the year under review The âMain Objectâ clause of the Memorandum of Association
of the Company is being amended by adding of sub - clauses in Clause III (A). The Board at
its meeting held on November 14, 2024 has approved alteration of the MOA of the Company
subject to Members'' approval for the same.

In view of the above, the company has changed its object clause by passing of resolutions
through postal ballot by way of remote e-voting process by members of the company on
Thursday, March 20, 2025, results of which were declared on Monday, March 24, 2025.
and in this regard the Registrar of Companies (Hereinafter referred as âROCâ), Central
Processing Centre, Manesar, Haryana has issued the certificate of registration confirming
alteration in Object Clause dated April 30, 2025.

During the financial year 2023-24, the Honâble National Company Law Tribunal, Jaipur
Bench, (âNCLTâ/âTribunalâ) has approved the Scheme of Reduction between Ace Engitech
Limited (Erstwhile Prem Somani Financial Services Limited) and their respective
shareholders under Sections 66, 230 and any other applicable provisions of the Companies
Act, 2013 read with National Company Law Tribunal (Procedure for reduction of share
capital of Company) Rules, 2016. vide its order dated March 28, 2024 (âOrderâ).

After the end of financial year and before the finalization of Annual Report, ROC Jaipur has
also approved E-Form INC-28 and issued the Certificate of Registration of Order Confirming
Reduction of Capital on May 8, 2024.

Further BSE Limited has issued Listing Approval Letter/Order dated July 29, 2024 and
trading Approval letter dated August 26, 2024 effective from August 28, 2024 upon
completion of all corporate actions with RTA of the company and respective depositories in
respect of Reduction of Share Capital of the Company.

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

25. DEPOSITS

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

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

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

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

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

The following is a summary of sexual harassment complaints received and disposed off
during the financial year 2024-25.

â¢ Number of complaints pending at the beginning of the Financial Year: NIL

â¢ Number of complaints received during the Financial Year: NIL

â¢ Number of complaints disposed off during the Financial Year: NIL

â¢ Number of complaints unsolved at the end of the Financial Year: NIL

27. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net
Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

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

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

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

29. RISK MANAGEMENT

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

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

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

(a) protect its shareholders and other stakeholdersâ interest;

(b) achieve its business objectives; and

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

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

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

â¢ Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which is reviewed periodically by the management.

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

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

31. CODE OF CONDUCT

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

Further, a confirmation provided that all Directors, KMPs and SMPs have confirmed
compliance of code of conduct for the year ended on March 31, 2025.

32. SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of
Company Secretaries of India. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards and that such
systems are adequate and operating effectively.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

34. OTHER DISCLOSURES

Other Disclosures with respect to Boardâs Report as required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, Companies Act, 2013, the Rules notified thereunder or any other applicable
provisions are either NIL or NOT APPLICABLE.

35. DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

(b) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end of the financial year and
of the profit and loss of the company for that period;

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

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

(e) The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

(f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENT

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

Date: August 30, 2025 For and on behalf of the Board of Director

Place: Jaipur Ace Engitech Limited

SD/- SD/-

Abhishek Dinesh Bohra Dinesh Kumar Bohra

Managing Director Director and CFO

DIN: 10673261 DIN: 02352022

Registered Office Address: Flat No. 408, Second Floor,

Anand Chamber, Baba Harishchandra Marg, Raisar
Plaza, Indira Bazar, Jaipur-302001, Rajasthan

Mar 31, 2024

Your directors have pleasure in presenting the 33^rd Annual Report on the business and operations of the company together with the Audited Financial Statements and the Auditorsâ Report thereon for the financial year ended on March 31, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

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

(Amount in Lakhs)
Particulars	2023-24	2022-23
Total Revenue	0.18	25.89
Less: Total Expenditure	15.72	37.32
Net Profit/ (Loss) Before Tax	(15.54)	(11.43)
Less: Provision for Tax	-	-
Net Profit/ Loss After Tax	(15.54)	(11.43)

2. STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK

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

3. LISTING STATUS

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

4. MATERIAL CHANGES AND COMMITMENTS

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

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

> Reduction of Equity Share Capital

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

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

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

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

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

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

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

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

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

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

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

Further we request the shareholders to dematerialize their physical holdings.

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

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

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

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

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

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

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

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

> Objects and Benefits arising out of the Scheme-

? The Company has incurred heavy losses in past and has eroded its Net Worth. The Scheme, after full implementation, will result in making its Net Worth more realistic;

? The Scheme will enable the Company to overcome its financial difficulties and improve its working in the future;

? Once the Scheme is sanctioned it would enable the company to share its future profits with its shareholders.

? The true financial statements of the Company would ensure company to attract new source of avenue and in turn enhancement of its shareholders'' value.

? The Scheme will help the Growth of the Company, which will be in the interests of its employees, shareholders, the National and State Exchequer and the society in general; and

? The Scheme will facilitate the company to expand & smoothen the business activities. The experience and expertise of the promoters will bring efficiency and professionalism in the management of the company.

? This Scheme of Reduction of share Capital would result in the decrease in the accumulated losses of the Company and improvement in the financial health as more business activities shall brought into the company.

? The scheme is only for reduction of capital of the company and it does not envisage transfer or vesting of any properties and/ or liabilities to or in favour of the Company.

> Impact of the scheme on Creditors/ Banks/ Financial Institutions

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

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

> Modifications/Amendments to the scheme

? The Company through its Board of Directors or a Committee so assigned or formed and delegated powers for the said purpose may assent to any modification or amendment to the Scheme or agree to any terms and/or conditions which the NCLT Jaipur Bench and/or any other Competent authorities under law may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting the Scheme in to effect.

? For the purpose of giving effect to the scheme or to any modification thereof, the Board of Directors of the company (which expression shall be deemed to include any committee of Directors constituted by the Board thereof), are hereby authorized to give such directions and or to take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise.

? All amendments/modifications to the scheme pursuant to this clause shall be subject to the approval of NCLT Jaipur Bench/Regional Director, Registrar of Companies, Jaipur or any other competent authority.

> Scheme conditional on Approvals/Sanctions

? The Scheme is conditional on and subject to:

? The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Company.

? The requisite resolution (s) under the applicable provisions of the said Act being passed by shareholders of the Company for any of the matters provided for or relating to the Scheme as may be necessary or desirable.

? The company being a listed entity shall comply with formalities and procedure for designating BSE Limited as the Designated Stock Exchange for the purpose obtaining approval under Regulation 37 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 or any other applicable provisions or rules or laws for the time being in force.

? The sanction of the National Company Law Tribunal (NCLT) Jaipur Bench/Regional Director, Registrar of Companies or any other competent authority under Section 66 of the Act, the Rules made there under read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, in favor of the Company and to the necessary Order or Orders under the applicable sections and provisions, be obtained.

? Any other sanction or approval of the Appropriate Authorities concerned as may be considered necessary and appropriate by the Board of Directors of the Company being obtained and granted in respect of any of the matter for which such sanction or approval is required.

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

Due to Change in the objects of the company from financial activities to IT Technologies

and web designing related, it is mandatory to change the name of the company

accordingly, because the listed entity has been changed its activities which are not

reflected in its name, itâs required to change its name in line with its activities within a period of six months from the change of activities in compliance of provisions as applicable to change of name prescribed under Companies Act, 2013.

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

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

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

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

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

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

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

5. DIVIDEND

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

6. CHANGE IN THE NATURE OF BUSINESS

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

7. AMOUNTS TRANSFERRED TO RESERVES

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

8. CHANGES IN SHARE CAPITAL

During the financial year under review there has been no change in the structure of share capital of the Company. As on the last date of financial year under review the paid-up share capital of the company stood at Rs. 3,30,34,000/- divided into 33,03,400 shares of Rs. 10/-each.

Further, the company proposed to reduction of share capital in the AGM 2022 and same was approved by the Shareholders of the company. The process of reduction of share capital was in process since then.

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

9. EXTRACT OF ANNUAL RETURN

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

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

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

11. DIRECTORS AND KMP

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

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

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

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

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

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

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

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

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

member proposing the candidature of Mr. Ganesh Bhanudas Bhayde as a Director on the Board of the Company.

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

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

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Companyâs business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Companyâs Policy for Selection of Directors and determining Directorsâ independence. The Board considers the Committeeâs recommendation and take appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she is independent of the management and meets the criteria of independence as provided under the Companies Act, 2013 read with rules made there under, Code of Conduct and Schedule IV and applicable regulation of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified making them eligible to act as Independent Directors and give such declaration as per section 149 (6) of the Companies Act, 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

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

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

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

any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

14. MEETINGS OF THE INDEPENDENT DIRECTORS

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

The meeting was attended by all the Independent Directors.

15. BOARD COMMITTEES

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of Meetings attended
1.	Mr. Lionel Anthony Velloz	Chairman	Managing Director	5	5
2.	Mr. Dinesh Kumar Bohra	Director	Director and Chief Financial Officer	5	5
3.	Ms. Sonali Gupta	Director	Director (NonExecutive)	5	5
4.	Mr. Hemant Bohra	Independent Director	Independent Director (NonExecutive)	5	5

Mr. Nagendra Nagraj Nallu

Independent

Director

Independent Director (NonExecutive)

Mr . Niraj Gulecha

Director

Director (NonExecutive)

â¢ AUDIT COMMITTEE

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

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

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Mr. Hemant Bohra	Chairman	Director (Independent)	5	5
2.	Mr. Nagendra Nagraj Nallu	Member	Director (Independent)	5	5
3.	Mr. Dinesh Kumar Bohra	Member	Director (Non -Executive) and Chief Financial Officer (CFO)	5	5

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committeeâs meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.

The Board reviews the working of the Committee from time to time to bring about greater

effectiveness in order to comply with the various requirements under the Companies Act,

2013.

â¢ Terms of reference of Audit Committee:

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

â¢ review and monitor the auditorâs independence and performance, and effectiveness of audit process;

â¢ examination of the financial statement and the auditorâs report;

â¢ approval or any subsequent modification of transactions of the Company with related parties;

â¢ scrutiny of inter-corporate loans and investments;

â¢ valuation of undertakings or assets of the Company, wherever it is necessary;

â¢ evaluation of internal financial controls and risk management systems;

â¢ Monitoring the end use of funds raised through public offers and related matters.

â¢ review of internal audit reports relating to internal control weakness and discuss with internal auditors any significant findings and follow up thereon;

â¢ reviewing the statements of significant related party transactions submitted by the management.

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

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

Audit Committee Recommendation

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

â¢ NOMINATION AND REMUNERATION COMMITTEE

> The company has a Nomination and Remuneration Committee in accordance to

Section 178 of the Companies Act, 2013; Members of this Committee possess sound expertise/knowledge/ exposure.

> Two meetings of the Nomination and Remuneration Committee were held during the

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

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

S. No.	Name of the Director	Designation	Nature of Directorship	No. Of Meetings entitled to attend	No. of meetings attended
1.	Ms. Sonali Gupta	Chairperson	Director (NonExecutive)	2	2
2.	Mr. Hemant Bohra	Member	Independent Director (N on- Executive)	2	2
3.	Mr. Nagendra Nagraj Nallu	Member	Independent Director (N on- Executive)	2	2

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

Terms of reference of Nomination and Remuneration Committee:

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

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

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

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

â¢ Determine our Companyâs policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

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

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

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

â¢ Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.;

â¢ To formulate and administer the Employee Stock Option Scheme.

â¢ STAKEHOLDERSâ RELATIONSHIP COMMITTEE

> The company has a Stakeholders Relationship Committee in accordance to Section

178 of the Companies Act, 2013 for looking into the grievances of shareholdersâ and investors of the company.

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

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

> The Stakeholdersâ Relationship Committee comprised of the following members

during the year under the review:

No.

Name of the Director

Designation

Nature of Directorship

No. Of Meetings entitled to attend

No. of meetings attended

Ms. Sonali Gupta

Chairperson

Director (NonExecutive)

2.	Mr. Hemant Bohra	Member	Director (NonExecutive)	4	4
3.	Mr. Nagendra Nagraj Nallu	Member	Director (NonExecutive)	4	3

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

Terms of reference of Stakeholders Relationship Committee:

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

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

Approve issue of the Companyâs duplicate share / debenture certificates;

Monitor redressal of investorsâ / shareholdersâ / security holdersâ grievances and review any other related matter, which the Committee may deem fit in the circumstances of the case, including the following:

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

ii. Consolidate share certificates

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

iv. Delete name(s) from share certificates

v. Demateralise shares

vi. Issue duplicate share certificates

vii. Replace shares

viii. Split-up shares

ix. Transfer of shares

x. Transmit shares

xi. Transpose shares

Recommend methods to upgrade the standard of services to investors;

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

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

â¢ Review the process and mechanism of redressal of Shareholdersâ /Investorâs grievance and suggest measures of improving the system of redressal of Shareholdersâ /Investorsâ grievances.

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

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

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

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

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

â¢ Details of Complaints:

No. of Complaints received and solved during the year- Nil No. of complaints pending as on March 31, 2024.- Nil

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

16. REMUNERATION POLICY

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

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

â¢ To guide the Board and lay down criteria in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

â¢ To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

â¢ To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

â¢ To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companyâs operations.

â¢ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

â¢ To devise a policy on Board diversity.

â¢ To develop a succession plan for the Board and to regularly review the plan.

â¢ To assist the Board in fulfilling all related responsibilities.

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

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

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

17. FORMAL ANNUAL EVALUATION

The Report of every listed company and other prescribed class of public companies shall include a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

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

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

18. AUDITORS AND REPORTS THEREON â¢ STATUTORY AUDITOR

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

The Auditorsâ Report does not contain any qualification, reservation or adverse remark. Further, the observation of the Auditors in their report read with relevant notes on the

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

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

â¢ SECRETARIAL AUDITOR

Pursuant to provisions of the section 204 of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s V. M. & Associates, Company Secretaries (FRN:

P1984RJ039200) or the financial year ended on March 31, 2024.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 202324, in form MR-3, is annexed to this report as "Annexure -1â. The Secretarial Auditor Report contains following observations/qualifications to which management had further replied thereon. The Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

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

â¢ INTERNAL AUDITOR

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

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

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

19. LOANS, GUARANTEES AND INVESTMENTS

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

20. RELATED PARTY TRANSACTIONS

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

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

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

21. PARTICULARS OF EMPLOYEES

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

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

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

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of Listing Regulations, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is provided in this Annual Report as âAnnexure-5â.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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 âAnnexure- 6â and is attached to this Report.

24. ORDER OF COURT OR REGULATOR OR TRIBUNAL

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

After the end of financial year and before the finalization of Annual Report, ROC Jaipur has also approved E-Form INC-28 and issued the Certificate of Registration of Order Confirming Reduction of Capital on May 8, 2024.

Further BSE Limited has issued Listing Approval Letter/Order dated July 29, 2024 and trading Approval letter dated August 26, 2024 effective from August 28, 2024 upon completion of all corporate actions with RTA of the company and respective depositories in respect of Reduction of Share Capital of the Company.

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

25. DEPOSITS

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

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

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

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

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

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

â¢ Number of complaints pending at the beginning of the Financial Year: NIL

â¢ Number of complaints received during the Financial Year: NIL

â¢ Number of complaints disposed off during the Financial Year: NIL

â¢ Number of complaints unsolved at the end of the Financial Year: NIL

27. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

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

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

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism provides a channel to the employees and Directors to report to the management, concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by

the Audit Committee of the Board and no employee has been denied access to the Committee.

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

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

29. RISK MANAGEMENT

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

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

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

(a) protect its shareholders and other stakeholdersâ interest;

(b) achieve its business objectives; and

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

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

30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

â¢ Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

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

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

31. CODE OF CONDUCT

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

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

32. SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

34. OTHER DISCLOSURES

Other Disclosures with respect to Boardâs Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013, the Rules notified thereunder or any other applicable provisions are either NIL or NOT APPLICABLE.

35. DIRECTORSâ RESPONSIBILITY STATEMENT

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

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

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. ACKNOWLEDGEMENT

place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Mar 31, 2014

Dear Shareholders,

The directors are pleased to present their 23rd Annual Report on the Business and operations of your company and its working Results for the year ending March 31,2014.

1. OPERATIONS

The Summarised financial highlights are as under:

Sr.No Particular As at 31.03.2014 As at 31.03.2013

1 Sales/ Income 5,77,071 6,48,469

2 Rent Received 1,17,000 74,000

3 Other Income/Excess Prov.W/back 1505 -

Total Income 6,95,576 7,22,469

4 Total Expenditure 5,49,847 5,25,271

5 Operating Profit/(Loss) 1,45,729 1,97,198

6 Depreciation 48,507 56,025

7 Profit /(Loss) before Tax 97,222 1,41,173

8 Provision for Taxation 28,860 45,024

9 Deferred Tax Assets Created/W/Back* (9,229) (10,579)

10 Profit/(Loss) after tax 83,673 1,06,728 11 Balance Carried Forward from (1,08,61,449) (1,09,68,177) last Year

12 Balance Carried to Balance Sheet (1,07,94,511) (1,08,61,449)

Deferred tax assets/liabilities has been created to comply with AS-22 issued by the Institute of Chartered Accountants of India

1. DIVIDEND

In view of the Carried forward losses and inadequate profit during the year, the directors are unable to declare any dividend for the year.

2. CAPITAL

During the Year the Authorised & Issued Subscribed and Paid- up Capital remain unchanged at Rs. 7,00,00,000/-and Rs. 3,30,34,000/-respectively.

3. DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956''read with the Companies (Acceptance of Deposit) Rules, 1975, The Company has not accepted any fixed cfeposit during the year under review.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND POLLUTION CONTROL AND FOREIGN EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption. There were no foreign exchange earnings and outgo during the year.

5. AUDITORS

M/s S. Misra and Associates, Chartered Accountants have been reappointed by the Board of Directors to hold office till the conclusion of ensuing Annual General Meeting.

6. AUDIT COMMITTEE:-

Audit Committee consists following directors,

Mr. Virendra Krishna Chairman

Mr. Vikas Khator Member

Mr.NawneetSomani Member

Meeting of the committee was held during the financial year in accordance with section 292A of the CompaniesAct, 1956 -

7. CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the recognised Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Reportforthe information of Shareholders. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing agreement is also annexed with this annual report.

8. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditor''s Report are self- explanatory and, therefore, do not call for any further explanation under Section 217(3) of the CompaniesAct, 1956.

9. DIRECTOR''S RESPONSIBILTY STATEMENT

In term of Section 217 (2AA) of the CompaniesAct, 1956, the directors would like to State that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company as at the end of the financial year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting, records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed Management Discussion & Analysis report as required under clause 49 (IV) (F) on the Financial Condition and Result of operations of the Company is included in this Annual Report.

11. PERSONNEL

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 as per the latest amendment.

12. ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Shareholders, Government Departments, Bankers and other Business Consultants of the Company.

BY ORDER OF THE BOARD FOR PREM SOMANI FINANCIAL SERVICES LIMITED

Nawneet Somani Prem Lata Director Director

Place: Jaipur

Dated: August 26,2014

Mar 31, 2013

To, The Members OF PREM SOMANI FINANCIAL SERVICES LIMITED

Jaipur

Dear Shareholders,

The directors are pleased to present their 22nd Annual Report on the Business and operations of Your Company and its working Results for the year ending March 31, 2013.

1. OPERATIONS

The Summarised financial highlights are as under:

Sr. Particular As at 31.03.2013 As at 31.03.2012 No

1 Sales/ Income 6,48,469 8,01,747

2 Rent Received 74,000 61,500

3 Other Income/Excess Prov. W/ back - -

Total Income 7,22,469 8,63,247

4 Total Expenditure 5,25,271 7,75,076

5 Operating Profit/(Loss) 1,97,198 88,171

6 Depreciation 56,025 47,161

7 Profit /(Loss) before Tax 1,41,173 41,010

8 Provision for Taxation 45024 34,930

9 Deferred Tax Assets Created/W/Back* (10,579) (8,957)

10 Profit/(Loss) after tax 1,06,728 15,037

11 Balance Carried Forward from last Year (1,09,68,177) (1,09,80,207)

12 Balance Carried to Balance Sheet (1,08,61,449) (1,09,68,177)

-Deferred tax assets/liabilities has been created to comply with AS-22 issued by the Institute of Chartered Accountants of India

2. DIVIDEND

In view of the Carried forward losses and inadequate profit, during the year, the directors are unable to declare any dividend for the year.

3. CAPITAL

During the Year the Authorised & Issued Subscribed and Paid- up Capital remain unchanged at Rs. 7,00,00,000/- and Rs. 3,30,34,000/- respectively.

4. DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, The Company has not accepted any fixed deposit during the year under review.

5. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND POLLUTION CONTROL AND FOREIGN EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption. There were no foreign exchange earnings and outgo during the year.

6. AUDITORS

M/s S. Misra and Associates, Chartered Accountants have been reappointed by the Board of Directors to hold office till the conclusion of ensuing Annual General Meeting.

7. AUDIT COMMITTEE:-

Audit Committee consists following directors,

Mr. Virendra Krishna Chairman

Mr. Vikas Khator Member

Mr. Nawneet Somani Member

Meeting of the committee was held during the financial year in accordance with section 292A of the Companies Act, 1956

8. CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the recognised Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of Shareholders.

Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing agreement is also annexed with this annual report.

9. AUDITOR''S REPORT

The notes to the Accounts referred to in the Auditor''s Report are self- explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

10. DIRECTOR''S RESPONSIBILTY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, the directors would like to State that:

i) In the preparation of the annual accounts, the applicable "accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the Company as at the end of the financial year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed Management Discussion & Analysis report as required under clause 49 (IV) (F) on the Financial Condition and Result of operations of the Company is included in this Annual Report.

12. PERSONNEL

There were no employees whose remuneration was in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 as per the latest amendment.

13. ACKNOW LEDGM ENT

The Board takes this opportunity to express its sense of gratitude to all the Shareholders, Government Departments, Bankers and other Business Consultants of the Company.

BY ORDER OF THE BOARD

FOR PREM SOMANI FINANCIAL SERVICES LIMITED

Nawneet Somani Prem Lata Somani

Director Director

Place: Jaipur

Dated: August 26, 2013

Mar 31, 2010

The directors are pleased to present their 19th Annual Report on the Business and operations of Your Company and its working Results for the year ending 31st March 2010.

1. OPERATIONS

The Summarised financial highlights are as under:

As At As At

31.03.2010 31.03.2009

Sales/Income from Operation 781915.51 335693.11

Rent Received 0.00 60000.00

Other lncome/ ExcessProv .W/back 1304584.14 209484.00

2086499.65 605177.11

Total Expenditure 391126.00 1075649.93

Operating Profit/(Loss) 1695373.65 (470472.82)

Depreciation 55539.00 63119.42

Profit/(Loss) before Tax 1639834.65 (533592.24)

Provision for Taxation 0.00 27918.00

Provision for FBT 0.00 869.00

Deferred Tax Assets Created/W/Back 105646.00 205538.00

Profit/(Loss) aftertax 1534188.65 (767917.24)

Balance Carried Forward from last Year (12417657.89) (11649740.65)

Balance Carried to Balance Sheet (11190469.24) (12417657.89)

Deferred tax assets has been created to comply with AS-22 issued be the institute of Chartered Accountants of India

2 DIVIDEND

In view of the Carried forward losses and inadequate profit during the year, your directors are unable to declare any dividend of the year.

3 CAPITAL

During the Year the Authorised & Issued Subscribed and Paid- up Capital remain unchanged at Rs. 7,00,00,000/- and Rs. 3,30,34,000//- respectively.

4 DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules. 1975, The Company has not accepted any fixed deposit during the year under review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND POLLUTION CONTROL

AND FOREIGN AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption^ There were no foreign exchange earnings and outgoduring the year.

6: AUDITORS

M/s V. Bangar & Co., Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting. In place of the retiring auditors, M/s. V. Bangar& Co., it is proposed to appoint M/s. SrMisra & Associates, Chartered Accountants, as statutory auditors, who have confirmed their eligibility and willingness to accept the office of statutory auditors, if appointed. Accordingly, M/s. S. Misra & Associates, Chartered Accountants are proposed to be appointed as statutory auditors of the company atthe ensuing Annual General Meeting,

7. AUDIT COMMITTEE:-

Audit Committee consists following directors,

Mr Virendra Krishna, Chairman,

Mr.VikasKhator, Member,

Mr. Nawneet Somani Member,

Meeting of the committee was held during the financial year in accordance with section 292A of the Companies Act, 1956

8. CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the recognised Stock Exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of Shareholders.

Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing agreement is also annexed with this annual report.

9. AUDITORS REPORT

The notes to the Accounts referred to in the Auditors Report are self- explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

10. DIRECTORS RESPONSIBILTYSTATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956, the directors would like to State that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fairviewofthe state of affair of the Company at the end of the financial year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed Management Discussion & Analysis report as required under clause 49 (IV) (F) on the Financial Condition and Result of operations of the Company is included in this Annual Report.

12. PERSONNEL

There were no employees whose remuneration was in excess of the limits prescribed under Section .. 217 (2A) of the CompaniesAct, 1956 as per the latest amendment.

13 ACKNOWLEDGMENT

The Board takes this opportunity to express its sense of gratitude to all the Shareholders, Government Departments, Bankers and other Business Consultants of the Company.

BY ORDER OF THE BOARD

For PREM SOMANI FINANCIAL SERVICES LIMITED

(NAWNEET SOMANI)

Director

(PREMLATA SOMANI)

Director

PLACE: JAIPUR

DATE : July, 30,2010

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