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

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

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

2. STATE OF THE COMPANY'S AFFAIRS:

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

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

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

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

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

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

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

3. OPERATION & REVIEW:

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

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

4. DIVIDEND:

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

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

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

6. TRANSFER TO RESERVES:

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) DIRECTORS

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

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

28.08.2023.

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

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

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

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

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

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

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

9. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

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

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

10. FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

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

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

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

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

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

11. NUMBER OF BOARD MEETINGS

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

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

12. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

e. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

14. CHANGE IN CAPITAL SRUCTURE OF COMPANY:

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

A. Authorised Share Capital:

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

B. Paid-Up Share Capital:

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

1. Preferential allotment cum Private Placement:

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

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

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

2. Public Issue (IPO):

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

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

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

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

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

a. Authorised Share Capital:

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

b. Paid-up Share Capital:

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

15. CHANGE IN THE NATURE OF BUSINESS:

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

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

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

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

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

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

17. CREDIT RATING:

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

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

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

The Issue size comprised of fresh issuance of up to 56,00,000 Equity Shares of face value of ? 10/- each fully paid-up of the Company for cash at price of ? 140 per Equity Share (including premium of ? 130 per Equity Share) aggregating ? 7,840 Lakhs.

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

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

19. REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

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

20. AUDITORS AND THEIR REPORT:

a. STATUTORY AUDITORS

At the Eleventh AGM held on August 28, 2023, the Members approved the appointment of M/s TR Chadha & Co LLP, Chartered Accountants (Firm Registration No. 06711N/ N500028) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the sixteen AGM to be held in the year 2028.

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

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

22. DEPOSITS FROM PUBLIC:

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

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

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

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

The Company complied with this requirement within the prescribed timelines.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

28. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND CSR INITIATIVES:

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

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

18.08.2023, 21.03.2024.

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

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

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

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

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

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

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

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

35. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is furnished in "Annexure-A"and is attached to this report.

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

37. CORPORATE GOVERNANCE:

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

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

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

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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

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

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

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

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

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

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

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

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

42. PARTICULARS REGARDING EMPLOYEES' REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - B to this Report, attached hereto.

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

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

43. POLICIES ADOPTED BY THE COMPANY:

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

44. OTHER DISCLOSURES:

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

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

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

b. Investors Education and Protection Fund

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

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

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

d. Disclosure of certain types of agreements binding listed entities

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

45. ACKNOWLEDGEMENTS:

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