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DIRECTOR'S REPORT

Accent Microcell Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1213.84 Cr. P/BV 4.41 Book Value (₹) 114.84
52 Week High/Low (₹) 530/238 FV/ML 10/500 P/E(X) 27.68
Bookclosure 17/07/2026 EPS (₹) 18.28 Div Yield (%) 0.00
Year End :2026-03 

Your directors are pleased to present the 14th Annual Report of the Company together with the audited financial statements
of the Company for the Financial Year ended March 31, 2026.

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

The highlights of financial performance on Standalone basis, for the year ended March 31, 2026 are summarized
hereunder: -

PARTICULARS

2025-26

2024-25

Revenue from Operations

34903.28

26457.69

Other Income (Net)

676.67

640.86

Total Income

35579.95

27098.54

Profit/(Loss) Before Interest, Depreciation and Taxes

6345.83

4831.76

Less: Interest and Other Finance Cost

54.01

34.55

Less: Depreciation

465.64

421.35

Other Exceptional Items

-

-

Net Profit/(Loss) Before Tax

5826.18

4375.86

Less: Provision for Tax

1541.51

1280.48

Deferred Tax

(102.05)

2.88

Prior Period Tax Adjustment

0.86

(213.78)

Profit/(Loss) After Tax

4385.86

3306.29

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.

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 75
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
Kheda, for which the funding was raised through IPO
proceeds which is expected to commercialised by end
of 2026.

3. OPERATION & REVIEW:

During the year under review, your Company has
achieved a total sale of '34903.28 Lakhs as compared to
sales of '26457.69 Lakhs in the financial year 2024-25,
which has gone up by 31.92% higher than previous year.

The Profit After Tax stood at '4,385.86 Lakhs in the
Financial Year 2025-26 as compared to '3,306.29 Lakhs
in the Financial Year 2024-25, registering an increase of
32.65%. The growth in profitability was primarily driven
by higher sales, an effective pricing strategy, 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, 2026.

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 '.4385.86 Lakhs. The Board of Directors do not propose any transfers to General
Reserves account, during the year under review.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

Name of Director

Category

Mr. Vasant Vadilal Patel

Chairman and Whole-time Director

Mr Mr. Ghanshyam Arjanbhai Patel

Managing Director

Mr. Nitin Jasvantbhai Patel

Whole-time Director

Mr. Vinodbhai Manibhai Patel

Whole-time Director

Mr. Chintan Umeshbhai Bhatt

Independent Director

Mr. Rajat Dineshbhai Patel

Independent Director

Ms. Shreyaben Milankumar Shah

Woman Independent Director

Name of Key Managerial Personnel

Category

Mr. Ghanshyam Arjanbhai Patel

Chief Financial Officer

Ms. Hiral Kanubhai Gediya

Company Secretary & Compliance Officer

There were no 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. Vinodbhai Manibhai patel
(DIN:07698117) 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
Non-Independent Directors, Committees of the Board.

A separate meeting of Independent Directors was
held on March 19, 2026 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.

The dates of Board meetings are as follows:

11. NUMBER OF BOARD MEETINGS

During the year under review, seven 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.

Sr.

No.

Date of Board meeting

No. of Directors
entitled to attend
the meeting

No. of Directors
who attended the
meeting

1.

02.04.2025

7

7

2.

09.05.2025

7

7

3.

29.05.2025

7

7

4.

05.08.2025

7

7

5.

22.08.2025

7

7

6.

14.10.2025

7

7

7.

07.02.2026

7

6

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. I n 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 SRUCTUREOF COMPANY:

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

A. Authorised Share Capital:

There has been no change in The Authorised Share
Capital of the Company for the reporting financial
year.

B. Paid-Up Share Capital:

During the year the paid-up capital has
been increased from '21,04,30,000/- to
'23,98,90,200/- by way of Right issue of 29,46,020
equity shares at a price of '135/- each (face
value of '10/- each and Premium of '125/-) to its
existing shareholders.

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

There were no 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 A 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
15th 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 '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 12th May,
2026 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. FURTHER PUBLIC OFFER (RIGHT ISSUE) AND
UTILIZATION OF IPO PROCEEDS:

Your Company got its Equity shares listed at National
Stock Exchange of India, SME (EMERGE) Platform on
15th 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
Right issue is '3977.12 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 right issue
proceedings from the objects as stated in the Prospectus
dated 12th May, 2026 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)

20. 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.

21. 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 consecutive years from the conclusion of 11th
Annual General Meeting AGM till the conclusion
of the sixteen AGM to be held in the year 2028.
Further, as per MCA notification no ratification of
Auditor's Appointment is required at every Annual
General Meeting and hence no resolution has been
proposed for such ratification.

The Auditor's report does not contain any adverse
qualification or remark and is self explanatory.

b. SECRETARIAL AUDITORS

On the recommendation of the Audit Committee
and the Board of Directors, the Members
of the Company at the 13th Annual General
Meeting approved the appointment of
M/s. Sunil Mulchandani & Associates, Company
Secretaries, Ahmedabad (Firm Peer Review
Registration No.: I2016GJ1533300), as the
Secretarial Auditor of the Company for a term of five

consecutive years, to hold office from April 01, 2025
to March 31, 2030, pursuant to 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 2025-26.

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 2026-27.

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 2026-27.

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: 109983W), Chartered
Accountants were appointed as the Internal
Auditors of the Company to conduct the internal
audit of the Company for the financial year 2025-26.

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. 2026-27.

22. 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'.

23. 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, 2026, there
has been no non-compliance with the requirements of
the Act.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22nd 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.

24. 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.

25. 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.

26. 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 9th 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:

Name of the Person

Position in the
Committee

Designation in the Company

Ms. Shreyaben Milankumar Shah

Chairman

Non-Executive Woman Independent Director

Mr. Rajatkumar Dineshbhai Patel

Member

Non-Executive Independent Director

Mr. Ghanshyam Arjanbhai Patel

Member

Managing Director

During the financial year ended on March 31, 2026, the Audit Committee met Six times viz.

02.04.2025; 09.05.2025; 29.05.2025; 22.08.2025; 14.10.2025 and 07.02.2026;

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.

27. 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 9th
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:

Name of the Member

Position in the
Committee

Designation

Mr. Chintan Umeshbhai Bhatt

Chairman

Non-Executive Independent Director

Mr. Rajatkumar Dineshbhai Patel

Member

Non-Executive Independent Director

Ms. Shreyaben Milankumar Shah

Member

Non-Executive Woman Independent Director

During the year under review, the Nomination and Remuneration Committee met for one time viz. 02.07.2025

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 9th 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:

Name of the Member

Position in the
Committee

Designation

Ms. Shreyaben Milankumar Shah

Chairman

Non-Executive Woman Independent Director

Mr. Ghanshyam Arjanbhai Patel

Member

Managing Director and CFO

Mr. Nitin Jasvantbhai Patel

Member

Whole-time Director

During the year under review, the Committee met for once dt. 21.03.2026, 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 29th 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
Riaht Issue Committee, are as under:

Name of the Member

Position in the
Committee

Designation

Mr. Ghanshyam Arjanbhai Patel

Chairman

Managing Director and CFO

Mr. Nitin Jasvantbhai Patel

Member

Whole-time Director

Ms. Shreya Milankumar Shah

Member

Non-Executive Woman Independent Director

During the year under review, the Committee met for one times dt. 02.07.2025 to consider the matter related with right
issue.

The Right issue committee has been dissolved with effect from 05.08.2025.

28. 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.

29. 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 9th 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:

Name of the Member

Position in the
Committee

Designation

Mr. Vinodbhai Manibhai Patel

Member

Whole-time Director

Mr. Ghanshyam Arjanbhai Patel

Member

Managing Director and CFO

Mr. Rajatkumar Dineshbhai Patel

Member

Non-Executive Independent Director

During the year under review, the Committee met two
times as on 05.08.2025 and 01.01.2026

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 '65.00 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.

30. 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 freeof sexual
harassment whether physical, verbal or psychological.

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

31. 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.

32. 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. 2025- 26
that were required to be reported, the prescribed form
AOC-2 is not attached herewith.

33. EXTRACT OF THE 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
www.accentmicrocell.com

34. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. 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 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.

40. 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.

41. 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.

42. 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.

43. 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.

44. 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/

45. 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.

46. 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: 6th July, 2026 Chairman Managing Director

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

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