Your directors are pleased to present the 14th Annual Report of the Company together with the audited financial statementsof 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 summarizedhereunder: -
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 pleasureto state the privileged members of the company that,the Company's management constant emphasis onproduct innovation and research and developmentaugments our capacity to increase to introduce novelproducts to the market. Besides, our strength as aleading manufacturer of Microcrystalline Celluloseenables us to uncover opportunities for varied productapplicants.
Accent Microcell Limited (priorly known as AccentMicrocell Private Limited) was established in the year2012 and made its debut as the manufacturer and supplierof pharmaceutical excipients. With the rise and shineover more than a decade, the Company has achievedmilestones in the in the form of MCC, MS and CCS.
With big dreams and dedicated efforts throughinnovation & consistent quality, since its establishment,the Company has made attempts towards extending ourreach globally.
Your Company has established a robust manufacturinginfrastructure, supported by an efficient supply chainthat caters to the needs of our global clientele. With twoultra-modern and state-of the- art manufacturing facilitieslocated in Pirana, Ahmedabad and Dahez (SEZ) at
Gujarat, we have developed a strong global sales anddistribution network, serving customers in more than 75countries across Asia, Australia, the Americas, Europe,and the Middle East.
To stay ahead of the competition, we continue tostrengthen our inhouse research and development(R&D) division, equipped with advanced infrastructurefor fostering the production of innovative cellulose-basedexcipients, from concept to commissioning.
Your Company is developing another facility at NaykaKheda, for which the funding was raised through IPOproceeds which is expected to commercialised by endof 2026.
3. OPERATION & REVIEW:
During the year under review, your Company hasachieved a total sale of '34903.28 Lakhs as compared tosales 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 theFinancial Year 2025-26 as compared to '3,306.29 Lakhsin the Financial Year 2024-25, registering an increase of32.65%. The growth in profitability was primarily drivenby higher sales, an effective pricing strategy, and stableraw material prices.
4. DIVIDEND:
Considering the profits of the Company, your directors are pleased to recommend a dividend of '1/- (10%) per Equityshare 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 andProtection 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 GeneralReserves 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
Mr. Chintan Umeshbhai Bhatt
Independent Director
Mr. Rajat Dineshbhai Patel
Ms. Shreyaben Milankumar Shah
Woman Independent Director
Name of Key Managerial Personnel
Mr. Ghanshyam Arjanbhai Patel
Chief Financial Officer
Ms. Hiral Kanubhai Gediya
Company Secretary & Compliance Officer
There were no changes in the directorship of thecompany, during the year under review.
8. DIRECTORS LIABLE TO RETIRE BY ROTATIONAND BEING ELIGIBLE OFFER THEMSELVESFOR RE-APPOINTMENT:
Pursuant to the provisions of Section 152(6) of theCompanies Act, 2013, Mr. Vinodbhai Manibhai patel(DIN:07698117) is liable to retire by rotation at theensuing Annual General Meeting (AGM) and beingeligible offers himself for re-appointment.
9. DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all theIndependent Directors of the Company confirming that:
a. They meet the criteria of independence asprescribed under section 149(6) of the CompaniesAct, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015;
b. They have registered their names in theIndependent Directors' Databank pursuant toSub-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 aredisqualified for being appointed as Directors asspecified in Section 164(2) of the Act and Rule 14(1)of the Companies (Appointment and Qualificationof Directors) Rules, 2014.
In the opinion of the Board, the IndependentDirectors appointed during the year possessrequisite integrity, expertise, experience andproficiency.
10. FORMAL EVALUATION BY BOARD OF ITS OWNPERFORMANCE:
During the year under review, the Board, in compliancewith the Companies Act, 2013 and applicableRegulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015, has adopted a mechanism forevaluating its performance as well as that of itsCommittees and Individual Directors, including theChairman of the Board.
The exercise was carried out through a structuredevaluation process covering various aspects of theBoards functioning such as composition of the Board &Committees, experience & competencies, performanceof specific duties & obligations, governance issues etc.
A Separate exercise was carried out to evaluate theperformance of Individual Directors including the Board,as a whole and the Chairman, who were evaluated onparameters such as their participation, contribution at themeetings and otherwise, independent judgements, etc.
The evaluation of the Independent Directors was carriedout by the entire Board and that of the Chairman and theNon-Independent Directors, Committees of the Board.
A separate meeting of Independent Directors washeld on March 19, 2026 to review the performance ofNon-Independent Directors, Board as whole and of theChairperson of the Company, including assessment ofquality, quantity and timeliness of flow of informationbetween 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 theBoard of Directors were duly convened and held incompliance with the Companies Act, 2013 and inrespect of said meetings proper notices were given andproceedings were properly recorded and signed in theMinute Book maintained for the purpose.
Sr.
No.
Date of Board meeting
No. of Directorsentitled to attendthe meeting
No. of Directorswho attended themeeting
1.
02.04.2025
7
2.
09.05.2025
3.
29.05.2025
4.
05.08.2025
5.
22.08.2025
6.
14.10.2025
7.
07.02.2026
6
The Board of Directors confirms compliance andadherence to the Secretarial Standard 1 and 2 as issuedby the Institute of Company Secretaries of India andnotified by the Ministry of Corporate Affairs.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) ofthe Companies Act, 2013, with respect to Directors'Responsibility Statement, it is hereby confirmed that:
a. I n the preparation of the annual accounts, theapplicable accounting standards have beenfollowed along with explanation relating to materialdepartures;
b. The directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that a reasonable andprudent so as to give a true and fair view of the stateof affairs of the company at the end of the financialyear and of the profit/loss of the company for thatperiod;
c. The directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the companyand for preventing and detecting fraud and otherirregularities;
d. The directors have prepared the annual accountson a going concern basis; and
e. The directors have laid down internal financialcontrols to be followed by the company and thatsuch internal financial controls are adequate andwere operating effectively.
f. The directors have devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.
13. ADEQUACY OF INTERNAL FINANCIALCONTROLS:
The Board of Directors of the Company has laiddown adequate internal financial controls which areoperating effectively. The Company has an InternalControl System, commensurate with the size, scale andcomplexity of its operations. Policies and procedures areadopted by the Company for ensuring the orderly andefficient conduct of its business, including adherenceto the Company's policies, safeguarding of its assets,the prevention and detection of its frauds and errors,the accuracy and completeness of the accountingrecords and the timely preparations of reliable financialinformation. The Management monitors and evaluatesthe efficacy and adequacy of internal control systems inthe Company, its compliance with operating systems,accounting procedures and policies.
14. CHANGE IN CAPITAL SRUCTUREOF COMPANY:
During the year under review following changes weremade in Capital Structure of the Company:
A. Authorised Share Capital:
There has been no change in The Authorised ShareCapital of the Company for the reporting financialyear.
B. Paid-Up Share Capital:
During the year the paid-up capital hasbeen increased from '21,04,30,000/- to'23,98,90,200/- by way of Right issue of 29,46,020equity shares at a price of '135/- each (facevalue of '10/- each and Premium of '125/-) to itsexisting shareholders.
15. CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature ofbusiness of the Company and it continues to concentrateon its own business.
16. MATERIAL CHANGES AND COMMITMENTS, IFANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENT RELATE AND TILLTHE DATE OF THE REPORT
There were no material changes and commitmentsaffecting the Financial Position of the Company betweenthe end of the financial year to which this financialstatement relates and the date of this report.
17. CREDIT RATING:
The Company has been awarded Care A Stable creditrating for its long-term bank facilities by Care RatingsLimited. The Company is also assigned by Care Ratingsa Care A2 for short term bank facilities rating. The ratedinstrument reflects strong degree of safety and lowestcredit risk.
18. INITIAL PUBLIC OFFER (IPO)AND UTILIZATIONOF IPO PROCEEDS:
Your Company got its Equity shares listed at NationalStock Exchange of India, SME (EMERGE) Platform on15th day of December, 2023. The Board is pleased andhumbled by the faith shown in the Company by all themembers.
The total funds raised by the Company by the way ofInitial 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 wasno deviation in the utilization of proceeds of IPO fromthe objects as stated in the Prospectus dated 12th May,2026 after due review by the Audit Committee.
The Complete statement regarding utilization can beviewed under corporate announcements made with theNational stock Exchange (NSE)
19. FURTHER PUBLIC OFFER (RIGHT ISSUE) ANDUTILIZATION OF IPO PROCEEDS:
The total funds raised by the Company by the way ofRight 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 wasno deviation in the utilization of proceeds of right issueproceedings from the objects as stated in the Prospectusdated 12th May, 2026 after due review by the AuditCommittee.
20. REASONS FOR REVISION OF FINANCIALSTATEMENT OR REPORT:
During the year, the financial statements or report wasnot revised. Hence, disclosures requirement is notapplicable.
21. AUDITORS AND THEIR REPORT:
a. STATUTORY AUDITORS
At the Eleventh AGM held on August 28, 2023, theMembers approved the appointment of M/s TRChadha & Co LLP, Chartered Accountants (FirmRegistration No. 06711N/N500028) as StatutoryAuditors of the Company to hold office for a periodof five consecutive years from the conclusion of 11thAnnual General Meeting AGM till the conclusionof the sixteen AGM to be held in the year 2028.Further, as per MCA notification no ratification ofAuditor's Appointment is required at every AnnualGeneral Meeting and hence no resolution has beenproposed for such ratification.
The Auditor's report does not contain any adversequalification or remark and is self explanatory.
b. SECRETARIAL AUDITORS
On the recommendation of the Audit Committeeand the Board of Directors, the Membersof the Company at the 13th Annual GeneralMeeting approved the appointment ofM/s. Sunil Mulchandani & Associates, CompanySecretaries, Ahmedabad (Firm Peer ReviewRegistration No.: I2016GJ1533300), as theSecretarial Auditor of the Company for a term of five
consecutive years, to hold office from April 01, 2025to March 31, 2030, pursuant to the provisions ofSection 204 of the Companies Act, 2013 read withthe Companies (Appointment and Remunerationof 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 byMr. Sunil Mulchandani, Practicing CompanySecretary is annexed to this Report as"Annexure E."
The secretarial auditor's report does not containany qualifications, reservations, or adverse remarksor disclaimer.
c. COST AUDITORS
As per the requirement of Section 148 of theCompanies 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 theCompany for the financial year 2025-26.
Further, based on the recommendation of the AuditCommittee and upon the receipt of the consentletter, M/s. C. B. Modh & Co., Cost Accountants,have been re-appointed as the Cost Auditor for thefinancial year 2026-27.
In terms of the provisions of Section 148(3) of theCompanies Act, 2013, read with the Companies(Audit and Auditors) Rules, 2014, the remunerationpayable to the Cost Auditors has to be ratified bythe Members of the Company. Accordingly, theBoard seeks ratification at the ensuing AnnualGeneral Meeting for the remuneration payable tothe Cost Auditors for the financial year 2026-27.
d. INTERNAL AUDITORS
Pursuant to the provisions of Section 138of the Companies Act, 2013 read with theCompanies (Accounts) Rules, 2014, M/s Sharp &Tannon Associates (FRN: 109983W), CharteredAccountants were appointed as the InternalAuditors of the Company to conduct the internalaudit of the Company for the financial year 2025-26.
Further, based on the re-commendation of Auditcommittee, and upon the receipt of the consentletter, your Company had re-appointed M/s Sharp& Tannon Associates as the Internal Auditors of theCompany for the F.Y. 2026-27.
22. MANAGEMENT DISCUSSION AND ANALYSISREPORT:
Pursuant to Regulation 34 (2) (e) read with Schedule V ofSEBI (Listing Obligations and Disclosure Requirement)Regulations, 2015, Management Discussion & AnalysisReport for the year under review forms the part of thisreport and is marked as Annexure - 'D'.
23. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits frompublic and as such, no amount on account of principalor interest on deposits from public was outstanding ason the date of the Balance Sheet.
Details of Deposits not in compliance with therequirements of the Act:
Since the Company has not accepted any depositsduring the Financial Year ended March 31, 2026, therehas been no non-compliance with the requirements ofthe 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 theRegistrar of Companies (ROC) requisite returns in FormDPT-3 for outstanding receipt of money/loan by theCompany, which is not considered as deposits.
The Company complied with this requirement within theprescribed timelines.
24. MAINTENANCE OF COST RECORDS:
In pursuance of the provisions of Section 148(1) of theCompanies Act, 2013, your Company is required tomaintain cost records, as specified. Accordingly, it hasproperly maintained all the cost records and accounts.
25. RISK MANAGEMENT POLICY:
Your Company has established comprehensiveRisk Management System to ensure that risks to theCompany's continued existence as a going concernand to its growth are identified and addressed on timelybasis.
As part of the risk management system, the relevantparameters for manufacturing sites are analysed tominimize risk associate with protection of environment,safety of operations and health of people at work andmonitor regularly with reference to statutory regulationsand guidelines. The company fulfils its legal requirementconcerning ambition, water usage, waste water andwaste disposal. Improving work place safety continuedtop priority at manufacturing site.
Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is notapplicable 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 theapplicable 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 theCommittee
Designation in the Company
Chairman
Non-Executive Woman Independent Director
Mr. Rajatkumar Dineshbhai Patel
Member
Non-Executive Independent 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 asexpressed by the employees and other Directors. It has provided adequate safeguards against victimization of employeesand Directors who express their concerns and has also provided a direct access to the chairman of the Audit Committeeon 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 9thOctober, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The details of the composition of the Nomination and RemunerationCommittee, are as under:
Name of the Member
Designation
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 heldon 9th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The details of the composition of the Stakeholders and RelationshipCommittee, are as under:
Managing Director and CFO
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 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition of theRiaht Issue Committee, are as under:
Ms. Shreya Milankumar Shah
During the year under review, the Committee met for one times dt. 02.07.2025 to consider the matter related with rightissue.
The Right issue committee has been dissolved with effect from 05.08.2025.
28. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
Your Company endeavours that its Nomination & Remuneration Policy should represent the mode in which the Companycarries out its business practices i.e. fair, transparent, inclusive and flexible. As part of the policy, the Company strives toensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors ofthe 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 fixedand incentive pay reflecting short and long-term performance objectives appropriate to the working of the Companyand its goals.
The Company's remuneration policy is directed towards rewarding performance based on review of achievementsperiodically. The remuneration policy is in consonance with existing industry practice. The Policy of Nominationand 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) Committeeon 9th October, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015. The details of the composition of the CSR Committee, are as under:
During the year under review, the Committee met twotimes as on 05.08.2025 and 01.01.2026
Your Company believes in contributing to harmoniousand sustainable development of society and that acompany's performance must be measured not onlyby its bottom line but also with respect to the socialcontributions made by the company while achievingits financial goals. During the year, the CSR Expenditureincurred by the company was '65.00 Lakhs in the areas
of Women empowerment, Medical and healthcare andRural development.
The CSR policy of the Company may be accessed onthe Company website at the link: www.accentmicrocell.com. The Annual Report on CSR Activities is annexedherewith as "Annexure - C".
In terms of rule (9) of the Companies (Accounts) Rules,2014, the Company has developed Corporate SocialResponsibility initiatives and has a CSR Policy in place.
30. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL)ACT, 2013:
Your Company has in place a Policy against SexualHarassment at workplace in line with the requirementof Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.The Policy is available on the website of the Companyat www.accentmicrocell.com
Internal Complaints Committee (ICC) has beenconstituted to redress complaints received regardingsexual harassment. All women employees (permanent,contractual, temporary and trainees) as well as womenwho visit the premises of the Company for any purposeare covered under this Policy and are treated with dignitywith a view to maintain a work environment freeof sexualharassment whether physical, verbal or psychological.
There were no complaints received, during the periodunder review.
31. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:
During the year, the Company has not given any loan,guarantee or provided security in connection with theloan to any other body corporate or person or madeany investments hence no particulars of the loans,guarantees or investments falling under the provisionsof Section 186 of the Companies Act, 2013 are providedby the Board.
32. RELATED PARTY TRANSACTIONS:
All transactions entered into with the Related Partiesas defined under the Companies Act, 2013 read rulesmade thereunder, during the financial year were in theordinary course of business and on arm's length basisand do not attract the provisions of Section 188 of theCompanies Act, 2013. However, as a prudent corporategovernance practices the Board of Directors haveapproved such related party transactions in respectiveBoard Meeting under the said provisions.
There were no materially significant related partytransactions made by the Company with the Promoters,Directors and Key Managerial Personnel which may havea potential conflict with the interests of the Company atlarge.
Since there were no transactions entered into by theCompany with the related Parties during the F.Y. 2025- 26that were required to be reported, the prescribed formAOC-2 is not attached herewith.
33. EXTRACT OF THE ANNUAL RETURN:
In terms of Section 92(3) of the Act and Rule 12 of theCompanies (Management and Administration) Rules,2014, the Annual Return of the Company is available onthe website of the Company at www.accentmicrocell.com
34. COMPANY'S WEBSITE:
Your Company has developed and maintained its fullyfunctional website www.accentmicrocell.com. which hasbeen designed to exhibit the Company's businessesup-front on the home page and all the relevant detailsabout the Company.
The website carries a comprehensive database ofinformation of the Company including the FinancialResults of your Company, Shareholding Pattern,Directors' & Corporate Profile, details of BoardCommittees, Corporate Policies, business activitiesand current affairs of your Company. All the mandatoryinformation and disclosures as per the requirementsof the Companies Act, 2013, Companies Rules, 2014and as per Regulation 46 of SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015 and alsothe non-mandatory information of Investors' interest /knowledge has been duly presented on the website ofthe Company.
35. SIGNIFICANT AND MATERIAL ORDER PASSEDBY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE:
During the year under review, no significant and materialorders were passed by regulators /courts or tribunalsimpacting the going concern status and company'soperations in future.
36. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES:
No Company during the year has become or ceasedto be the Company's Subsidiary, Joint Ventures orAssociate Companies. Hence the applicability withrespect to disclosure in Form AOC-1 is not applicablefor the period under review.
37. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information pertaining to conservation of energy,technology absorption, foreign exchange Earningsand outgo as required under Section 134 (3)(m) ofthe Companies Act, 2013 read with Rule 8(3) of theCompanies (Accounts) Rules, 2014, is furnished in"Annexure-A "and is attached to this report.
Your Company understands and appreciates theresponsibility and importance of conservation of energyand continues to put efforts in reducing and optimisingenergy consumption for its operations.
38. CORPORATE GOVERNANCE:
The Corporate Governance requirements as stipulatedunder the of SEBI (LODR) Regulations, 2015 are notapplicable to the company yet your Company adheresto good corporate practices at all times.
Robust corporate governance policies, informed riskmanagement and a keen eye on emerging opportunitiesunderline our Governance approach. Continued focuson stakeholder value-creation, best in Class disclosuremethodology has been adopted. Your Company haspracticed sound Corporate Governance and takesnecessary actions at appropriate times for enhancingand meeting stakeholders' expectations whilecontinuing to comply with the mandatory provisionsand strive to comply non-mandatory requirements ofCorporate Governance.
Report on Corporate Governance Practices and theAuditors Certificate regarding compliance of conditionsof Corporate Governance and certification by CEO/Wholetime Director & CFO is not applicable to your Companyas per regulation 15(2)(b) of SEBI (Listing Obligation andDisclosure Requirements) Regulations, 2015.
39. CODE OF CONDUCT FOR PREVENTION OFINSIDER TRADING:
Your Company has adopted the Code of conductin terms of the SEBI (Prohibition of Insider Trading)Regulations, 1992, to regulate, monitor and reporttrading by designated persons towards preventionof Insider Trading. Further, in accordance with theprovisions of Regulation 8 of SEBI (Prohibition of InsiderTrading) Regulations, 2015, the Board of Directorsof the Company has duly approved and adopted thecode of practices and procedure for fair disclosureof Un-published Price Sensitive Information andformulated the code of conduct of the Company.
The code is applicable to Directors, Employees,Designated Person and other connected persons of theCompany; the aforesaid code of conduct for preventionof Insider Trading is duly placed on the Website of theCompany 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 forPrevention of Insider Trading as framed by the Companyunder SEBI (Prohibition of Insider Trading) Regulations,2015 (as amended), the trading window closure(s)are intimated in advance to all the designated personand during the said period, the Board of Directors andconcerned persons are not permitted to trade in thesecurities of the company.
40. DETAILS OF APPLICATION / ANY PROCEEDINGPENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016:
Neither any application was made nor any proceedingpending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) during the financial year.
41. DETAILS OF DIFFERENCE BETWEEN AMOUNTOF THE VALUATION DONE AT THE TIME OFONE TIME SETTLEMENT AND THE VALUATIONDONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF:
As Company has not done any one-time settlementduring the year under review hence no disclosure isrequired.
42. INSTANCES OF FRAUD, IF ANY, REPORTED BYTHE AUDITORS:
There have been no instances of fraud reported by theAuditors under Section 143(12) of the Companies Act,2013.
43. PARTICULARS REGARDING EMPLOYEES'REMUNERATION:
The details of remuneration of Directors, Key ManagerialPersonnel and employees of the Company as requiredunder Section 197(12) of the Companies Act, 2013read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014has been set out as Annexure -B to this Report, attachedhereto.
As there was no employee of the Company drawingremuneration in excess of the limits prescribed andhence, the details as required under Section 134of the Companies Act, 2013 read with Rule 5(2) ofthe Companies (Appointment & Remuneration ofManagerial Personnel) Rules, 2014 with respect toparticulars of top 10 employees need not be requiredto be disclosed.
44. POLICIES ADOPTED BY THE COMPANY:
The details of the policies approved and adopted bythe Board as required under the Companies Act, 2013and SEBI Regulations are available for the access at thewebsite of the Company at https://accentmicrocell.com/policies/
45. OTHER DISCLOSURES:
Your directors state the status of disclosure or reportingrequirement in respect of the following items, for thetransactions/events related to these items during theyear under review:
a. Non-applicability of certain Regulations ofSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amendedfrom time to time:
As per Regulation 15 of the SEBI (LODR)Regulations, 2015 the compliance with thecorporate governance provisions as specified inregulations 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 Vshall not apply to the Company.
b. Investors Education and Protection Fund
During the year under review no such eventsoccurred which required to be reported under thiscategory.
c. Disclosures with respect to Demat suspenseaccount/ unclaimed suspense account
During the year under review no such shares in theDemat suspense account or unclaimed suspense
account which are required to be reported asper Para F of Schedule V of the SEBI (LODR)Regulations, 2015.
d. Disclosure of certain types of agreementsbinding listed entities
As all the agreements entered into by the Companyare in normal course of business are not requiredto be disclosed as they either directly or indirectlyor potentially or whose purpose and effect willnot impact the management or control of theCompany.
46. ACKNOWLEDGEMENTS:
Your directors wish to place on record their appreciationfor the continuous support received from the Members,customers, suppliers, bankers, various statutorybodies of the Government of India and the Company'semployees 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)