Your Directors present you the 30^th Annual Report of your Company and the Audited Financial
Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended
31^st March, 2024 are as follows:

Financial Highlights:

2. RESULTS OF OPERATIONS

The Company has not generated any revenue for the financial year 2023-24. The Net Loss after
tax stood for F.Y. 2023-24 at Rs. 1625.93 (in thousands) as against Net Loss after tax Rs.
2047.91 (in thousands) in the previous year

3. DIVIDEND AND TRANSFER TO RESERVES

The Company has suffered loss in the year 2023-24 hence it is not in the position to recommend
any dividend and there has been no transfer to General Reserve for the period ended March 31,
2024.

4. CAPITAL STRUCTURE
Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 was Rs. 10,00,00,000
Paid up Share Capital

The Paid-up share capital as at March 31, 2024 stands at Rs. 9,16,09,000 comprising of
91,60,900 equity shares of Rs. 10/- each fully paid up.

5. CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company
occurred after the end of the financial year to which these financial statements relate on the date
of this report.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31,
2024.

Appointment, Re-appointment and Resignation of Directors

> Mrs. Himani Sharma (DIN: 08299061), director of the Company will retire at the
ensuing Annual General Meeting and being eligible has offered herself for re¬
appointment. The Board recommends her re-appointment.

> Mr. Karan Jindal, Compliance Officer and Company Secretary of the Company appointed
on 28^th December, 2023.

> Mr.Prasanna Laxmidhar Mohapatra resigned from post of Independent Director of the
Company w.e.f. 10^th November, 2023.

> *Mr. Monendra Srivastava appointed as CFO of the Company w.e.f. 10^th February, 2024.

8. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read
with Rule 12 of the Companies (Management and administration) Rules, 2014 shall be published
on the website of the company at www.aceedutrend.co.in.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All the transactions done with related parties for the year under review were on arm’s length
basis and are in compliance with the applicable provisions of the Act and Listing Agreement.

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit Committee of the
Company for its approval. The particulars of contracts entered during the year are shown in the
prescribed Form AOC-2 which is enclosed as Annexure-1.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

There were six meetings of the Board held during the year:

The gap between any two meetings has been less than one hundred and twenty days in all
meetings.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:

• in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed along with proper explanation relating to material departures;

• they 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 as at 31^st March, 2024 and of the profit and loss of the
company for that period;

• they 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;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

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

13. STATUTORY AUDITOR

M/s Asha & Associates, Chartered Accountants (Firm Registration No. 000369N),were
appointment as the statutory auditors of the Company based on their consent and certificate
furnished by them in terms of Section 141 of the Companies Act, 2013, upto the conclusion of
Annual General Meeting to be held in the year 2027.

The requirement for the annual ratification of the auditor’s appointment at the AGM has been
omitted pursuant to Companies (amendment) Act, 2017 notified on May 7, 2018.

14. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company appointed M/s Apoorv &
Associates, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial
Audit of the Company for FY 2023-24. The Report of Secretarial Auditor (Form MR-3) for the
FY 2023-24 is annexed to the report as Annexure-2.

15. INTERNAL AUDITOR

The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as
internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014.

16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor in
their audit report. Secretarial Auditor has mentioned six qualifications in their secretarial audit
report as in Annexure-2 to this report, for which comments of Board are as follow:

i) Comment of Board for first qualification

The Registration in the Independent Directors databank is the responsibility of the Directors. The
Company will be taking necessary steps to comply this non-compliance, either through
appointing new Independent Directors or through getting these Directors registered under Data
bank and comply with the requirement of Section 149 of the Companies Act, 2013.

ii) Comment of Board for second qualification

The Lisitng Fees will be paid soon after getting approval of management.

iii) Comment of Board for third qualification

The Board has appointed new CS & Compliance Officer w.e.f. 28/12/2023. Board will make sure
to pay applicable fine and penalty for the delay and will not repeat such delay again in future.

iv) Comment of Board for fourth qualification

Ms. Himani Sharma and Mrs. Sushma Jain appointed as additional directors in the Company
w.e.f 13.11.2018, 15.04.2022 respectively and were regularized in the AGM. The Company will
submit ROC Form for regularization alongwith applicable fine soon.

v) Comment of Board for fifth qualification

The Company has appointed Mr. Monendra Srivastava as Chief Financial Officer (CFO) of the
Company w.e.f. 10/02/2024 i.e. before the end of audit period.

vi) Comment of Board for sixth qualification

The Company is already SDD Compliant after the first quarter of financial year 2023-24.

17. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee
and the Board of Directors of the Company review the risks, if any involved in the Company
from time to time, and take appropriate measures to minimize the same. The Audit Committee
ensures that the Policy for Risk Management is adopted across the Company in an inclusive
manner.

18. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting
the going concern status and Company's operations in future.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company's internal control systems are supplemented by an extensive programme of internal
audit by an independent professional agency and periodically reviewed by the Audit Committee
and Board of Directors. The internal control system is designed to ensure that all financial and
other records are reliable for preparing financial statements, other data and for maintaining
accountability of assets.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment
and Remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters as provided under Section 178(3) of the Companies
Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the
Companies Act, 2013 as Annexure-3.

22. DETAILS & NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS
CONDUCTED DURING THE YEAR

The composition of Board of Directors is in compliance with Regulation 17 of the Listing
Regulations as well as the Companies Act, 2013 read with the Rules issued thereunder. The
Company have optimum composition of Executive and Non-Executive Directors as on 31^st
March, 2024.

On an annual basis, the Company obtains from each Director details of the Board and Board
Committee positions she / he occupies in other Companies and changes, if any, regarding
their Directorships. In addition, the Independent Directors provide an annual confirmation
that they meet the criteria of independence as defined under Section 149(6) on an annual
basis under the Companies Act, 2013.

The maximum tenure of Independent Directors is up to five consecutive years from the date
of their appointment. However, they can be re-appointed for another term of five consecutive
years from the date of their re-appointment.

Mr. Monendra Srivastava also appointed as CFO w.e.f. 10/02/2024. Mr. Karan Jindal
appointed as Company Secretary and Compliance Officer w.e.f. 28/12/2023. Mr.Prasanna
Laxmidhar Mohapatra resigned from post of Independent Director of the Company w.e.f.
10th November, 2023.

The Board of Directors along with its Committees provides effective leadership and strategic
guidance to the Company's management while discharging its fiduciary responsibilities,
thereby ensuring that the management adheres to high standards of ethics, transparency and
disclosures.

Meetings of the Board

The Company has held such minimum number of Board in Calendar Year with maximum
interval of 120 days between any two consecutive board meetings which is in compliance
with the provisions of the Companies Act, 2013 (the 'Act'), Secretarial Standand-1 and Listing
Regulations.

Relationship between Directors

Mr. Monendra Srivastava and Mrs. Himani Sharma are related as husband and wife. No other
Director is related to any other Director.

Independent Directors' Meeting

Independent Directors met on 10^th February, 2024 without the attendance of Non¬
Independent Directors and members of the management of the Company inter alia, evaluated
performance of the Non-Independent Directors, Chairman of the Company and the Board of
Directors as a whole. They also assessed the quality, content and timeliness of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

Familiarization Programme for Independent Directors

The Company has in place a structured induction and familiarization program for the
Independent Directors. The Company familiarizes its Independent Directors with the
Company's corporate profile, its Vision and Values Statement, organizational structure, the
Company's history and milestones, latest Annual Report, Code of Conduct applicable to
Directors/Senior Management employees of the Company Code of Conduct for Prevention of
Insider Trading and other applicable codes along with the Sustainability Reports of the
Company. They are also updated on all business related issues and new initiatives.

At the time of appointment, an appointment letter setting out the role, duties &
responsibilities, details regarding remuneration, performance evaluation process, among
others, is given to the Directors. The Directors are also explained in detail the compliances
required from them under the Act, Listing Regulations and other relevant regulations and
their individual affirmations are taken with respect to the same.

Brief details of the familiarization program are uploaded and can be accessed on the
Company's website. www. aceedu tren d. co. in

COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the
Board has constituted several Committees of Directors with specific terms of reference. The
Committees operate as empowered agents of the Board as per their terms of reference that
set forth the purposes, goals and responsibilities. Committee members are appointed by the
Board with the consent of individual Directors. The Committees meet as often as required or
as statutorily required.

Committees that are constituted voluntarily for effective governance of the affairs of the
Company may also include Company executives.

(i) Details of the Committees of the Board as on 31^st March, 2024

*Mr. Prasanna Mohapatra resigned from directorship and membership of Nomination &
Remuneration Committee on 10^th November, 2023.

Detailed terms of reference, composition, quorum, meetings, attendance and other relevant
details of these Committees are as under:

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the
Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing
Regulations. The members of the Audit Committee are financially literate and have
experience in financial management. The Committee through regular interaction with
external and internal auditors and review of financial statements ensures that the interests of
stakeholders are properly protected.

(i) Terms of reference

The Audit Committee functions according to its terms of reference that define its
composition,

authority, responsibility and reporting functions in accordance with the provisions of the
Companies Act and Regulation 18 of Listing Regulations which, inter-alia, currently include
the following:

1. Oversight of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration, terms of appointment of auditor of the
Company;

3. Approval of payment to statutory auditors for any other permitted services rendered by
the statutory auditors;

4. Reviewing and examining, with the management, the annual financial statements before
submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement to be included in
the Board's Report.

(b) Changes, if any, in accounting policies and practices and reasons for the same.

(c) Major accounting entries involving estimates based on the exercise of judgment by
management.

(d) Significant adjustments made in the financial statements arising out of audit findings.

(e) Compliance with listing and other legal requirements relating to financial statements.

(f) Disclosure of any related party transactions.

(g) Draft Auditors' report including qualifications, if any

5. Reviewing, with the management, the quarterly financial statements before submission to
the Board for approval;

6. Reviewing and monitoring, with the management, the statement of uses/ application of
funds raised through an issue/ public offers (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes other than those stated in the offer
document/ prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring with the management, independence and performance of
statutory and internal auditors, adequacy of the internal control systems, and effectiveness of
the audit processes;

8. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

9. Discussion with internal auditors of any significant findings and follow up thereon;

10. Reviewing the findings of any internal investigations by internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;

11. Discussion with Statutory Auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

12. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors;

13. To ensure establishment of and to review the functioning of the Whistle Blower
Policy (Vigil Mechanism);

14. Approval of appointment of CFO (i.e., the whole- time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications experience &background, etc. of the candidate;

15. Approval or any subsequent modification of transactions of the Company with related
parties;

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the Company, wherever it is necessary;

18. Evaluation of internal financial controls and risk management system;

19. Review of Management discussion and analysis of financial condition and results of
operations;

20. Review of Management letters / letters of internal control weaknesses issued by the
statutory auditors;

21. Review of Internal audit reports relating to internal control weaknesses;

22. Review of Financial statement, in particular, investments made by the subsidiary
company(s);

23. Review of appointment, removal and terms of reference of Chief Internal Auditor;

24. Recommend appointment and remuneration of Cost Auditors;

25. Any other role as prescribed by the Companies Act, 2013 and the Listing Regulations.

(ii) Meetings

Audit Committee meets at least four times in a year with a gap of not more than four months
between two meetings. During the year the Committee met five times i.e. on 25.05.2023,
24.07.2023, 01.09.2023, 10.11.2023 and 10.02.2024

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee, constituted under Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the Listing Regulations, functions according
to its terms of reference that define its composition, authority, responsibility and reporting
functions which, inter alia, include the following:

(i) T erms of Reference

1. Recommend to the board the set up and composition of the board and its committees
including the “formulation of the criteria for determining qualifications, positive attributes
and independence of a director”. The committee will consider periodically reviewing the
composition of the board with the objective of achieving an optimum balance of size, skills,
independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or re-appointment of directors.

3. Devise a policy on board diversity.

4. Recommend to the board appointment of key managerial personnel (“KMP” as defined
by the Act) and executive team members of the Company (as defined by this committee).

5. Recommend to the board the remuneration policy for directors, executive team or key
managerial personnel as well as the rest of the employees.

(ii) Meetings

The Committee meets as often as required. During the year the Committee met one time on
25t^h May, 2023.

Investors' Grievances/Complaints

During the year, the Company didn't receive any complaint/grievance from the investors. No
complaint was pending as on March 31, 2024.

Transfers, Transmissions etc. approved

During the year under review, no request had been received for share transfer/transmission.
The Company had 3631 shareholders as on March 31, 2024.

REMUNERATION OF DIRECTORS

The Company has no stock option plans for the directors and hence, it does not form a part of
the remuneration package payable to any executive and/or non-executive director.

In 2023-24, the Company did not advance any loans to any of the executive and/or non¬
executive directors

(i) Remuneration to Executive Directors

The Company has not paid any remuneration to the Executive directors for the Financial year
2023-24.

(ii) Remuneration to Non-Executive Directors

During the FY 2023-24, the Company has not paid any remuneration to the non-executive
directors.

(iii) Criteria for making payment to Non-Executive Directors

Criteria for making payment to Non-Executive Director has been disseminated on our
website at www.aceedutrend.co.in

23. GENERAL BODY MEETINGS

(i) The details of last three Annual General Meetings (AGM) of the Company are as follows:

(ii) Special Resolutions passed during last three AGMs:

24. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandates that the Board shall monitor and review the Board Evaluation framework. The
Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its
own performance and that of its Committees and individual Directors. Schedule IV of the
Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria
and framework adopted by the Board, the actual evaluation process shall remain confidential and
shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies
Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a
committee, formulate the policy and spent amount on Corporate Social Responsibility.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas through
the committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of co-employees
and the Company. The Whistle Blower policy as approved by the Board has been uploaded on
the website of the Company i.e. www.aceedutrend.co.in

27. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5
OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names
and other particulars of employees should be set out in the annexure to the Directors' Report. As
the Company has not paid any remuneration to the Directors, therefore, there is no requirement to
comply with the provisions of this section.

28. SHARES

(a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares

No Bonus Shares were issued during the year under review.

(d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

29. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2023-24 and, as such, no
amount of principal and interest was outstanding as on Balance Sheet date.

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

The particulars as required under Section 134(1)(m) of the Act read with Companies’
(Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 regarding
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. Further there was
no Foreign Exchange earnings and outgo during the Financial Year 2023-24.

31. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic
environment surrounding your company is enclosed as a part of the Annual Report.

32. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn’t have any subsidiary, joint venture or associate Company.

33. SEXUAL HARASSMENT POLICY

In order to prevent sexual harassment of women at work place, Company has formed the policy
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act. During the year there were no instances and complaint of harassment against the Company.

34. CORPORATE GOVERNANCE

The Company is not required to submit Corporate Governance Report as the equity share capital
and net worth of the Company is less than required limits as on the last date of the previous
financial year.

35. LISTING OF SHARES

Your Company’s shares are listed on the Bombay Stock Exchange of India Limited. The shares
are suspended for trading due to non-payment of Annual Listing fee. However the company has
cleared the dues of the exchange upto financial year 2019-20 and coordinating with the exchange
to find out the outstanding amount and clear the dues thereafter.

36. NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the
financial institutions and /or banks during the period under review.

37. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’
Certificate thereon, and the integrated Management Discussion and Analysis are attached, which
forms part of this report. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating effectively.

38. OTHER DISCLOSURES

* No applications made or any proceedings pending under the Insolvency and Bankruptcy Code,
2016 during the year against the company.

* No One time Settlement made in respect of any loan from Banks and Financial Institution.

For and on behalf of the Board of Directors of
M/s ACE Edutrend Limited

Sd/- Sd/-

Monendra Srivastava Himani Sharma

Date: 07.08.2024 Managing Director, CFO Director

Place: New Delhi DIN: 07489845 DIN: 08299061