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

FINANCIAL RESULTS

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

1. Transfer to Reserves

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

2. Dividend

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

3. Sales

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

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

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

5. Material Changes Affecting the Company

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

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

6. Deposits

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

7. Internal Control Systems and Their Adequacy

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

8. Particulars of Loans, Guarantees or Investments

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

9. Directors and Key Managerial Personnel

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

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

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

10. Board Evaluation

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

11. Remuneration Policy

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

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

12. Meetings

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

13. Director’s Responsibility Statement

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

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

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

14. Auditors’ Report

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

15. Secretarial Audit

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

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

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

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

16. Extract of Annual Return

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

17. Corporate Social Responsibility:

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

18. Related Party Transactions

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

19. Code of Conduct

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

20. Vigil Mechanism / Whistle Blower Policy

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

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

21. Prevention of Insider Trading

The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price-sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

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

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

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

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

23. Accounts & Auditor’s Report

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

24. Report on Corporate Governance

The Report on Corporate Governance is attached to this Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The company does not have the requisite number of employees for the constitution of the Internal Complaints Committee (ICC) under the said Act.

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

• No. of complaints received: Nil

• No. of complaints disposed of. Nil

Acknowledgment:

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