Your Directors are presenting the 42^nd Annual Report of your Company and the Audited Financial Statements
for the year ended 31^stMarch2024.

1. Financial Summary or Highlights / Performance of the Company:

2. Brief description of the Company’s working during the year /state of Company’s affair:

During the year under review the Company revenue from operations and other income stood at Rs.93.34
Lakhs as against Rs.52.56 Lakhs in the previous year. The Company has earned a Net Profit of Rs.8.86
Lakhs as compared to the Profit of Rs. 10.12 Lakhs during the previous accounting year. Your Directors are
hopeful of much better results in future.

3. Dividend

The Board of Directors of your Company has not recommended any dividend for the Financial Year 2023¬
24.

4. Reserves

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to
be carried to any other reserves.

5. Change in the nature of business if any
There was no change in nature of business.

6. Share Capital

There was no change in the Company’s share capital during the year under review. The Authorised Share
Capital of the Company is Rs. 135000000/-. The Issued Subscribed and Paid-up Capital of the Company
stood at Rs. 110490900/-as on March 31,2024.

7. Material changes and commitments if any affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report:

There have no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the Financial Statements
relate and the date of the report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going
concern status of the Company and its future operations.

9. Human Resource Development:

The Company recognizes that its people are the key to the success of the organization and in meeting its
business objectives. The Human Resources functioned end favors to create a congenial work environment
and synchronizes the working of all the departments of the organization to accomplish their respective
objectives which in turn helps the Company to build and achieve its goals and strategies. Employee relations
during the year remained cordial. The Company has 3 Three employee so nits’ payroll as on March 31
,2024.

10. Details of Subsidiary /Joint Ventures / Associate Companies:

The Company does not have any Subsidiary Company /Joint Venture /Associate Company during the year
underreview.

11. Public Deposits:

During the period under review the Company had not accepted any fixed deposits with the meaning of
Section 73 to 76 of the Companies Act 2013.

12. Extract of the Annual Return:

The Annual Return as on 31^s ‘March, 2024 is available on the Company’s website at:www.acirealty.co.in

13. Conservation of energy technology absorption and foreign exchange earnings and out go.

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserve energy by
utilizing energy-efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any
alternate source of energy. In future your Company will take steps to conserve energy and use
alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipment’s:

Your Company firmly believes that our planet is in dire need of energy resources and conservation
is the best policy. Your Company has not made any investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore, no technology
absorption and research and development activity are carried out.

ii. The benefits derived like product improvement cost reduction product development or import
substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. FOREIGNE XCHANGE EARNINGS AND OUT GO:

Current Year Previous Year

Foreign Exchange Earnings and Out go NIL NIL

14. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

Mr. Kushal Chand Jain (DIN 03545081) Director who is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible seek re-appointment pursuant to Section 152 of the Companies Act 2013
and Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies
Act7013:

B. Annual evaluation of Board its Committees and individual Directors:

The board of directors has carried out an annual evaluation of its own performance board committees and

individual directors pursuant to the provisions of the Act and SEBI Listing Regulation. The performance of
the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such
as board composition and structure effectiveness of board process information and functioning etc. The
performance of the committees was evaluated by the board after seeking inputs from committee members on
the basis of criteria such as composition of committee’s effectiveness of committee meetings etc. In separate
meeting of independent Directors performance of the non-independent director’s performance of the board as
a whole and the Chairman was evaluated taking into account the views of the executive directors and non¬
executive directors. Performance evaluation of independent directors was done by the entire board excluding
the independent director being evaluated.

Directors:

i. Independent Directors:

Pursuant to the provisions of section 149 of the act the independent directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status as independent directors of the company.

During the year under review the non-executive directors of the Company had no pecuniary relationship
or transactions with the company other than sitting fees commission and reimbursement of expenses if any.

In accordance with the criteria suggested by the nomination and remuneration committee the performance
of each independent director was evaluated by the entire Board of Directors (in the absence of the director
getting evaluated) on various parameters like engagement leadership analysis decision making
communication governance interest of stakeholders etc. the board was of the unanimous view that every
independent Director was a reputed professional and brought his rich experience to the deliberations of
the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the
management to achieving higher growth and continuance of each independent director on the board will be
in the interest of the company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their
separate meeting further their performance was also evaluated by the Board of Directors. The various
criteria considered for the purpose of evaluation included leadership engagement transparency analysis
decision making function acknowledge governance stakeholders etc. The Board was of the unanimous
view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director (s) and re-appointment if any:

The Company have received declaration /confirmation from all the Independent Directors of the
Company confirming that they meet with the criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act 2013 and under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 (“Listing Regulations”) and that there is no change in the circumstances
which may affect their status as Independent Director during the year under review. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's
Code of Conduct. In the opinion of the Board the Independent Directors of the Company fulfill the
conditions specified under the Act and Listing Regulations and are independent to the managements

15. Familiarization Programme for Directors:

The Members of the Board of the Company are afforded many opportunities to familiarize themselves with the
Company its Management and its operations. The Directors are provided with all the documents to enable
them to have a better understanding of the Company its various operations and the industry in which it operates
in addition to regular presentation on technical operations marketing and exports and financial statements. In
addition to the above Directors are periodically advised about the changes effected in the Corporate Law
Listing Regulations with regard to their role’s rights and responsibilities as Directors of the company. The
same is available on the website of the company.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time
of their appointment through a formal letter of appointment which also stipulates various terms and conditions
of their engagement

Executive Directors and Senior Management provide an overview of the operations and familiarize the new
Independent and Non-Executive Directors on matters related o the Company’s values and commitments. They
are also introduced to the organization structure constitution of various committee’s board procedures risk
management strategies etc.

16. Details of Committee of the Board:

Currently the Board has 3 Committee’s the Audit Committee, Nomination and Remuneration Committee, &
Stakeholder’s Relationship Committee. The Composition of various committees and compliances asper the
applicable provisions of the Companies Act 2013 and the Rules there under and SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015 are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprises of Mr. Hemant Kumar S. Jain Independent Director as the Chairman of
the Committee Mr. Kushal Chand Jain Managing Director, Ms. Krishna Kamal Kishor Vyas, Mr. Kalpesh
Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023 as
the members of the Committee. The recommendations of the Audit Committee is always welcomed and
accepted by the Board and all the major steps impacting the financials of the Company are under taken
only after the consultation of the Audit Committee.

ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act 2013 for
Directors and Employees to report their concerns and has also taken steps to safe guard any person using
this mechanism from victimization and in appropriate and exceptional cases; there is direct access to
approach Mr. Hemant Kumar S. Jain Chairman of the Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013 comprises
of Mr. Hemant kumar S. Jain Independent Director as the Chairman of the Committee, Ms. Krishna
Kamal kishor Vyas Director, Mr. Kalpesh Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar
Directors (appointed w,e,f. 26.08.2023) are the members of the Committee.

The Company has defined the policy on all Director’s and key person’s appointment and remuneration
including criteria for determining qualifications positive attributes independence of a Director. The
nomination & remuneration policy adopted by the Company has been posted on the Company’s
Website:www.acirealty.co.in

The Terms of reference of the Nomination and Remuneration Committee number and dates of meetings
held attendance of the members of the Committee and more details on the Committee are given in the
Corporate Governance Report which forms part of this Annual Report.

Details of remunerations paid to the Directors and KMP during 2023-24 are given below

C. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of Mr. Hemant kumar S Jain Independent Director
as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director Ms. Krishna Kamal kishor
Vyas Director and Mr. Kalpesh Bhandari Director (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar
Directors (appointed w,e,f. 26.08.2023) are the members of the Committee. The role of the Committeeis
to consider and resolve securities holders’ complaint. The meetings of the Committee are held once in a
quarter and the complaints are responded within the time frame provided.

17. Statutory Auditors:

M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm Registration No. 013538C statutory
auditor of the Company were appointed for a period of five years at the 38 th Annual General Meeting as
Statutory Auditors till the conclusion of 43^rd Annual General Meeting as per Notification issued by MCA the
Company need not place the resolution for ratification at the AGM and hence no resolution is placed before
the AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe
Company. There is no qualification reservation or adverse remark or disclaimer made by the Statutory
Auditors in its report and therefore there are no further explanations to be provided for in this report.

18. Secretarial Auditor:

The Board of Directors have appointed M/s. Sindhu Nair & Associates Practicing Company Secretaries to
conduct Secretarial Audit for the financial year 2023-24 as required under Section 204 of the Companies Act
2013 and the rules framed there under. The report of the Secretarial Auditors in Form MR-3 is enclosed as
Annexure-1 to this report.

20.Board Meetings:

During the year under review Four (4) Board Meetings were convened and held. Detailed information on the
meetings of the Board and all its Committees are included in the report on Corporate Governance which
form spart of this Annual Report. The intervening gap between the meetings was within the period
prescribed under the Companies Act 2013 and the listing regulations

21. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act 2013 are given in the notes to the Financial Statements.

22. Particulars of contracts or arrangements with Related Party:

All the related party transactions are entered on arm’s length basis and are compliance with the applicable
provisions of the Companies Act 2013 and listing regulation. There are no materially 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. Hence no separate annexure in Form No.
AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is
given. All related party transactions are presented to the Audit Committee and the Board if required for
approval. Omnibus approval is obtained for the transactions which are for seen and repetitive in nature.

23. Directors’ResponsibilityStatement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors
subscribe to the Directors Responsibility Statement and state that

a) In preparation of the annual accounts the applicable accounting standards had been followed and there
are no material departures from them;

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/ 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 the Companies Act 2013 for safe guarding 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 & 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.

24. Managerial Remuneration:

(a) Details of the ratio of the remuneration of each director to the median employee’s remuneration and
other details as required Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 -are annexed as Annexure-2.

(b) The Company doesn’t have any employee falling within the preview of Section 197 of the Companies
Act 2013 read with Rule5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 hence no such details to be provided.

25. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated under
Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges
is set out in a separate section forming part of Director Report as Annexure-3.

26. Secretarial Standards

The Directors state that “the Board have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating effectively

27. Corporate Governance:

At ACI it is imperative that our company affairs are managed in afair and transparent manner. This is vital
togain and retain the trust of our stakeholders. As per the Regulation 27 of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 a separate section on
Report on corporate governance practices followed by the Company together with a certificate from the
Company’s Auditors confirming compliance is annexed as a part of the Annual Report as Annexure-4.

28. Corporate Social Responsibility (CSR)

In line with the new provisions of the Companies Act 2013 and the rules framed there under with respect to
the Corporate Social Responsibility (CSR) your company is not governed by the provisions of Section 135 of
the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014.So the
Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

29.Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with the size of the Company and
the nature of its business. The management exercises financial control on the operations through a well-
defined budget monitoring process and other standard operating procedures

30. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significant risks faced through a risk
management process designed to identify the key risks facing business risks would include significant
weakening in demand from core-end markets inflation uncertain ties and any adverse regulatory
developments etc. During the year a risk analysis and assessment was conducted and no major risks were
noticed.

31. Disclosure as per Sexual Harassment of Women at Work place (Prevention Prohibition and Redressal)
Act 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and
Redressal) Act 2013 read with Rule 14 the internal authorized person under the said act has confirmed that
no complaint/ case has been filed /pending with the Company during the year.

32.Other Disclosures /Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issueofshares(includingsweatequityshares)toemployeesoftheCompanyunderanyscheme.

d) Employee Stock Options Scheme

e) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02 crore p.a. or Rs.8.50

lakhs p.m.)

f) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of
the Company from any of its subsidiaries as the Company does not have any Subsidiaries /Joint Venture/
Associate Company.

g) Maintenance of Cost Records- not applicable

h) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under section 67 (3) (c) of the Companies Act2013).

i) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code
2016

33. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees
Bankers Financial Institutions Various State and Central Government authorities and stakeholders

By Order of The Board of Directors
For ACI INFO COM LIMITED

Kushal Chand Jain
(Managing Director)
DIN:03545081

Regd Office:

109, 1^s ‘Floor, Dimple Arcade, Thakur Complex Kandivali (East), Mumbai-400101
CIN: L72200MH1982PLC175476
Date: 24^th August 2024
Place: Mumbai