Your directors are pleased to present the 13^th Annual Report of the Company together with the audited financial statements of the
Company for the Financial Year ended March 31,2025.

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

The highlights of financial performance on Standalone basis, for the year ended March 31,2025 are summarized hereunder: -

(C in Lakhs)

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 (priorly 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
ultra-modern 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 70 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 Navagam
Kheda, for which the funding was raised through IPO
proceeds which is expected to commercialised by end of,
2025.

3. OPERATION & REVIEW:

During the year under review, your Company has achieved a total sale of C 26457.69 Lakhs as compared to sales of C 24549.78
Lakhs in the financial year 2023-24, which has gone up by 7.78% higher than previous year.

The Profit After Tax stood at C 3306.29 Lakhs in Financial year 2024-25 as compared to profit of C 3016.80 Lakhs in the financial
year 2023-24 which has increased by 9.60% due to increase in sale, pricing policy, conservation in cost and stable raw material
prices.

4. DIVIDEND:

Considering the profits of the Company, your Directors are pleased to recommend a dividend of C 1/- (10%) per Equity share
of Face Value of C10/- each, for the financial year ended March 31,2025 as the final dividend.

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 C 3306.29 Lakhs. The Board of Directors do not propose any transfers to General
Reserves account, during the year under review.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Braham Pal Chhabra
(Membership No._A55557) tendered her resignation
from the position of Company Secretary and Compliance
Officer of the Company with effect from 07.12.2024 , which
was accepted by the Board of Directors vide resolution
dated November 20, 2024. The Board places on record
its appreciation for her valuable contribution during her
tenure.

Subsequently, the Board, at its meeting held on March 03,
2025, appointed Ms. Hiral Kanubhai Gediya (Membership
No. A48107) as the Company Secretary and Compliance
Officer of the Company.

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

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. Ghanshyam Arjanbhai Patel
(DIN:05225398) is liable to retire by rotation at the ensuing

Annual General Meeting (AGM) and being eligible offers

himself for re-appointment.

>. 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
Non-Independent Directors, Committees of the Board.

A separate meeting of Independent Directors was
held on March 19, 2025 to review the performance of
Non-Independent 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, eight (8) 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 dates of Board meetings are as follows:

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 following changes
were made in Capital Structure of the Company:

A. Authorised Share Capital:

The Authorised Share Capital of the Company was
increased from Rs 22.00 Crores to Rs 25.00 Crores vide
the approval of Shareholders in the Annual General
Meeting held on 09^th September, 2024.

B. Paid-Up Share Capital:

There has been no change in paid up capital of the
company for the reporting financial year. Since , after
closure of financial year, the Company undertook
fund raising through a Rights Issue of 29,46,020
equity shares of C10/- each (at a premium of C125/-
per share), pursuant to which the paid-up share
capital increased from 2,10,40,000 equity shares to
2,39,89,020 equity shares of C10/- 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

During the year under review, the Board of Directors, at
its meeting held on 29^th May, 2025, approved the further
issue of 29,46,020 equity shares of C135/- each (comprising
a face value of C10/- per share and a premium of C125/- per
share) by way of Rights Issue to the existing shareholders
of the Company.

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.

The total funds raised by the Company by the way of Initial
Public offer is C 7,840.00 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 09^th May, 2025
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. Further, as per MCA's amendment
no ratification of Statutory Auditors now required at the
Annual General Meeting and hence Statutory Auditors
shall continue to hold their office for the financial year
2025-26.

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

b. SECRETARIAL AUDITORS

On the recommendation of the Audit Committee, your
Company appointed M/s Sunil Mulchandani & Associates,
Proprietary Firm as the Secretarial Auditors of the Company
to conduct the Secretarial Audit for the F.Y. 2024-25 under
the provisions of section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 134(3)(f) & Section
204 of the Companies Act, 2013, Secretarial audit report
MR-3, as provided by Mr. Sunil Mulchandani, Practicing
Company Secretary is annexed to this Report as"Annexure

E. "

The secretarial auditor's report does not contain any
qualifications, reservations, or adverse remarks or
disclaimer.

c. COST AUDITORS

As per the requirement of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit), Amendment Rules 2014, your company appointed
M/s. C. B. Modh & Co., Cost Accountants to conduct the
Cost Audit of the Company for the financial year 2024-25.

Further, based on the recommendation of the Audit
Committee and upon the receipt of the consent letter,
M/s. C. B. Modh & Co., Cost Accountants, have been
re-appointed as the Cost Auditor for the financial year
2025-26.

In terms of the provisions of Section 148(3) of the
Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors has to be ratified by the Members of the
Company. Accordingly, the Board seeks ratification at the
ensuing Annual General Meeting for the remuneration
payable to the Cost Auditors for the financial year 2025-26.

d. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
M/s Sharp & Tannon Associates (FRN: 109983 W), Chartered
Accountants were appointed as the Internal Auditors of the
Company to conduct the internal audit of the Company for
the financial year 2024-25.

Further, based on the re-commendation of Audit
committee, and upon the receipt of the consent letter,
your Company had re-appointed M/s Sharp & Tannon
Associates as the Internal Auditors of the Company for the

F. Y. 2025-26.

21. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 (2) (e) read with Schedule V of
SEBI (Listing Obligations and

Disclosure Requirement) 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 31,2025, 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.

23. MAINTENANCE OF COST RECORDS:

In pursuance of the provisions of Section 148(1) of the
Companies Act, 2013, your Company is required to
maintain cost records, as specified. Accordingly, it has
properly maintained all the cost records and accounts.

24. RISK MANAGEMENT POLICY:

Your Company has established comprehensive Risk
Management System to ensure that risks to the Company's
continued existence as a going concern and to its growth
are identified and addressed on timely basis.

As part of the risk management system, the relevant
parameters for manufacturing sites are analysed to
minimize risk associate with protection of environment,
safety of operations and health of people at work and
monitor regularly with reference to statutory regulations
and guidelines. The company fulfils its legal requirement
concerning ambition, water usage, waste water and waste
disposal. Improving work place safety continued top
priority at manufacturing site.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable
to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

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 31,2025, the Audit Committee met Five times viz.

19.04.2024; 17.05.2024; 03.08.2024; 17.10.2024; and 20.11.2024;

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: www.accentmicrocell.com.

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 Two times viz. 30.04.2024 and 03.03.2025

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. 21.03.2025, 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.

c) Composition of the Right issue Committee and its meetings:

The Board of Directors of your Company had duly constituted Right Issue Committee vide their meeting held on 29^th October,
2024 for the purpose of giving effect to the Rights Issue 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 Right Issue
Committee, are as under:

During the year under review, the Committee met for three times dt. 29.10.2024, 24.12.2024, 29.10.2024 to consider the matter
related with right issue.

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 www.accentmicrocell.com.

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 once
as on 03.08.2024

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 C
40.81 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: www.accentmicrocell.com.
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 www.accentmicrocell.
com

Internal Complaints Committee (ICC) has been
constituted to redress complaints received regarding
sexual harassment. All women employees (permanent,
contractual, temporary and trainees) as well as women
who visit the premises of the Company for any purpose
are covered under this Policy and are treated with dignity
with a view to maintain a work environment free of sexual
harassment whether physical, verbal or psychological.

There were no complaints received, during the period
under review.

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

During the year, the Company has not given any loan,
guarantee or provided security in connection with the
loan to any other body corporate or person or made any
investments hence no particulars of the loans, guarantees
or investments falling under the provisions of Section 186
of the Companies Act, 2013 are provided by the Board.

31. RELATED PARTY TRANSACTIONS:

All transactions entered into with the Related Parties as
defined under the Companies Act, 2013 read rules made
thereunder, during the financial year were in the ordinary
course of business and on arm's length basis and do not
attract the provisions of Section 188 of the Companies
Act, 2013. However, as a prudent corporate governance
practices the Board of Directors have approved such
related party transactions in respective Board Meeting
under the said provisions.

There were no materially significant related party
transactions made by the Company with the Promoters,
Directors and Key Managerial Personnel which may have a
potential conflict with the interests of the Company at large.

Since there were no transactions entered into by the
Company with the related Parties during the F.Y. 2024- 25
that were required to be reported, the prescribed form
AOC-2 is not attached herewith.

32. ANNUAL RETURN:

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on
the website of the Company at https://accentmicrocell.
com/disclosures/#annual returns.

33. COMPANY'S WEBSITE:

Your Company has developed and maintained its fully
functional website www.accentmicrocell.com. which
has been designed to exhibit the Company's businesses
up-front on the home page and all the relevant details
about the Company.

The website carries a comprehensive database of
information of the Company including the Financial
Results of your Company, Shareholding Pattern, Directors'
& Corporate Profile, details of Board Committees,
Corporate Policies, business activities and current affairs
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013, Companies Rules, 2014 and as per Regulation
46 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and also the non-mandatory information
of Investors' interest / 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 while continuing to
comply with the mandatory provisions and strive to comply
non-mandatory 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,
2015, 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 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. 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.

c. 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.

For and behalf of the Board of Directors

Sd/- Sd/-

VASANT VADILAL PATEL GHANSHYAM ARJANBHAI PATEL

Date: 22^nd August, 2025 Chairman Managing Director

Place: Ahmedabad (DIN: 05225561) (DIN: 05225398)