Your Directors are pleased to present the Third (3^rd) Annual Report of AccelerateBS India Limited ("the Company") along with the Audited Standalone Financial Statements for the financial year ended March 31, 2025.

Further, in compliance with the Companies Act, 2013, ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

OPERATIONS AND PERFORMANCE OF THE COMPANY

Your Company is a digital technology services firm with a development centers in Mumbai and Ahmedabad, India, serving B2B and B2C companies worldwide. We offer DXP consulting and implementation across leading platforms such as Crownpeak, Optimizely, Contentful, and Strapi. Our inhouse expertise covers all aspects of DXP, including front-end, middleware, backend, and integrations with systems like Salesforce and Marketo. We build modern, scalable software using API-first, microservices architectures on Microsoft and Node.js. With significant experience in regulated industries (Insurance, Financial Services, Pharma, Healthcare), we also provide AI-powered solutions (chatbots, voice bots) and WCAG accessibility testing and remediation.

There was no change in the nature of the business of your Company during the year under review. DIVIDEND

Your Board has Declared 1^st Interim Dividend of INR 0.80/- per Equity Share i.e. 8% on face value of INR 10/- per Equity Share on March 06, 2025 for the financial year 2024-25 to the eligible Shareholders as on record date March 21, 2025.

Further, your Board in their meeting held on May 26, 2025 recommended a Final Dividend of INR 0.20/-(2%) per Equity Share of face value of INR 10/- each for the financial year ended March 31, 2025. The dividend payment is subject to approval of Members at the ensuing Annual General Meeting.

The dividend would be paid to all the Equity Shareholders, whose names would appear in the Register of Members / list of Beneficial Owners on the Record date fixed for this purpose.

Pursuant to the provisions of the Finance Act, 2020, Dividend income will be taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. All the required details regarding TDS on dividend are forming part of the notice of 3^rd Annual General Meeting which forms part of this Annual Report. As your Company is not falling under 1000 top listed entities, Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") is not applicable to the Company.

TRANSFER TO RESERVES

During the year under review, your Board transferred INR 30.00 Lakhs to the General Reserve on account of payment of dividend.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 and 74 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

FURTHER ISSUE OF SHARES AND OFFER FOR SALE

Your Company in this financial year 2024-25 after the Shareholders approval received on August 30, 2024, has issued 1289280 Bonus Equity Shares of INR 10/- each (Indian Rupees Ten each) amounting to INR 1,28,92,800/- (Indian Rupees One Crore Twenty-Eight Lakh Ninety-Two Thousand Eight Hundred Only) in the proportion of 3:5 i.e. 3 (Three) new fully paid-up Equity Shares of INR 10/- (Indian Rupees Ten only) each for every 5 (Five) existing fully paid-up Equity Shares of INR 10/- (Indian Rupees Ten Only) each to eligible Members of the Company as on record date fixed as September 12, 2024. The same is now listed with the existing Equity Shares on the BSE-SME platform with effect from September 24, 2024.

SHARE CAPITAL

The issued, subscribed and paid-up capital was increased from INR 2,14,88,000/- (Indian Rupees Two Crore Fourteen Lakh Eighty-Eight Thousand Only) divided into 2148800 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 3,43,80,800/- (Indian Rupees Three Crore Forty-Three Lakh Eighty Thousand Eight Hundred Only) divided into 3438080 Equity Shares of face value of INR 10/- each (Indian Rupees Ten Only) after additional allotment of INR 1,28,92,800/- (Indian Rupees One Crore Twenty-Eight Lakh Ninety-Two Thousand Eight Hundred Only) divided into 1289280 Equity Shares of face value of INR 10/-each (Indian Rupees Ten Only) against Bonus Equity Shares issuance to the Eligible Shareholders of the Company pursuant to the above-mentioned further issue of Shares of the Company.

Further, Authorised Share Capital of the Company increased from INR 10,00,00,000/- (Indian Rupees Ten Crore only) divided into 10000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each to INR 20,00,00,000/- (Indian Rupees Twenty Crore only) divided into 20000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each by creating additional 10000000 Equity Shares of INR 10/- (Indian Rupees Ten Only) each.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of your Company comprises of 7 (Seven) Directors out of which 3 (Three) are Non-Executive Independent Directors and 4 (Four) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee ("NRC") of the Company exercises due diligence inter-alia to ascertain the 'fit and proper' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, there was no appointment or cessation of any director of the Company.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Ms. Ami Keyur Shah (DIN: 09812195) Executive Director and Chief Financial Officer of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers herself for re-appointment. A brief profile of Ms. Ami Keyur Shah has been included in the Notice convening the ensuing Annual General Meeting of the Company.

DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.

Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.

BOARD EVALUATION

The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.

The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.

BOARD COMMITTEES

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The details of the Board Committees of your Company are as follows:

Audit Committee("AC")

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. This policy, inter alia, provides:

a) The criteria for determining qualifications, positive attributes and independence of directors and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates; and

b) Guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for 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 Nomination and Remuneration Policy is available on the Company's website at www.acceleratebs.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of your Company were familiarized with the industry in which your Company operate, the Company's business model and its operations in order to give them an insight into the Company's business and its functioning. The Independent Directors were also familiarized with their functioning roles rights and responsibilities as Independent Directors. Details of how the familiarization programmes imparted to Independent Directors is available on the Company's website at www.acceleratebs.com.

CORPORATE GOVERNANCE

Since your Company's Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the 'Code') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is

permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, the Directors of the Company state that:

(i) In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of its profit and loss for the period ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Director had prepared the annual accounts for the year under review on a 'going concern' basis; and

(v) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEE, OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the year under review were on an arm's length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Audit Committee and the Board for their approval specifying the nature, value, and terms and conditions of the transaction. All the related party transactions are

presented to the Audit Committee and Board for their approval. A statement of all related party transactions is presented before Audit Committee on half yearly basis, specifying the nature, value and terms and conditions of the transactions.

Disclosure in e-Form AOC-2 is enclosed herewith as "Annexure - A". Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company.

UNSECURED LOAN FROM THE DIRECTORS

During the year under review, the Company has accepted an unsecured loan from the Directors, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by them by borrowing or accepting loans or deposits from others.

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

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as "Annexure - B".

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the Company's website at www.acceleratebs.com.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATION IN FUTURE

During the year under review, your Company has not received any significant/ material orders passed by any of the Regulators/Courts/Tribunals impacting the Going Concern status of the Company and its operations in the future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

Internal Complaint Committee consists of following members:

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Company's website at www.acceleratebs.com.

ANNUAL RETURN

The Extract of Annual Return of your Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company's Website at www.acceleratebs.com.

COST RECORDS

The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as "Annexure C".

DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS

Your Company does not have any Employee Stock Option Scheme/ Plan during the year under review. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the Listing Regulations, the Management Discussion & Analysis Report forms part of this Report and is enclosed herewith as "Annexure - D".

STATUTORY AUDITORS AND THEIR REPORT

M/s. K S Sanghvi & Co., Chartered Accountants, Mumbai (FRN: 116714W) were appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 1^st Annual General Meeting till the conclusion of 6^th Annual General Meeting of the Company at the Annual General Meeting held on September 22, 2023.

M/s. K S Sanghvi & Co., Chartered Accountants, Mumbai, Statutory Auditor in their report(s) on the Standalone Audited Financial Statements of your Company for the financial year ended March 31, 2025,

have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor's Report are selfexplanatory.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed Ronak Jhuthawat & Co., Company Secretaries, Udaipur as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2024-25. The Report of the Secretarial Audit is annexed herewith as "Annexure E".

With reference to the remarks of the Secretarial Auditor, the management replies are as follows:

There has been a delay in filing a few forms with the Registrar of Companies, the Company will take care to file the ROC forms in time.

INTERNAL AUDITOR AND THEIR REPORT

The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. The Company has appointed Anish Mehta & Associates, Chartered Accountants, Mumbai as an Internal Auditor of the company according to the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year 2024-25. The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. Significant Audit observations, corrective and preventive actions thereon are presented to the Board and Committee on a quarterly basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a "Policy for prevention of Sexual Harassment at workplace" and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company's Website at www.acceleratebs.com.

(a) Number of complaints of Sexual Harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the year under review. There were no instances of fraud that necessitates reporting of material misstatements to the Company's operations.

REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION AND DIVERSIFICATION

During the financial year 2024-25 no Acquisition, Merger, Modernization and Diversification have taken place in your Company.

OTHER STATUTORY DISCLOSURES

• The Standalone Financial Statements of the Company are placed on the Company's website at www.acceleratebs.com.

• Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Qualifications and experience of the employee He has 15 years of Experience. He is the

Technology Head of our company and is associated with our company from October 22, 2012 in the erstwhile partnership firm. He has completed his Bachelor in Science from University of Mumbai. He is responsible for technology ideation, road mapping & engineering to end user support for high business impact.

Date of commencement of employment October 22, 2012

The age of such employee 42 years

The last employment held by such employee Navgraha Jewels Private Limited

before joining the company

The percentage of equity shares held by the Nil employee in the company within the meaning of clause (iii) of sub-rule (2) above; and Whether any such employee is a relative of any NA director or manager of the company and if so, name of such director or manager

• The Company has not defaulted in repayment of loans from banks and financial institutions and interest therein.

• Your Company has complied with Maternity Benefits Act, 1961.

• Neither any application was made, nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

• During financial year 2024-25, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the Shareholders, regulatory authorities including Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial Institutions and Customers of the Company for their continued support and trust. Your Directors also like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company.