Your Directors are pleased to present the 31st Annual Report on the business and operation ofthe Company together with Audited Statement of Accounts for the financial year ended March31, 2025.
FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as on March 31, 2025, are prepared inaccordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI ListingRegulations") and the provisions of the Companies Act, 2013("Act"):
The summarized financial highlights are depicted below:
( ' in Crores)
PARTICULARS
Standalone
Consolidated
FY 2024-25
FY 2023-24
Revenue from operations
3320.32
2911.54
3327.05
2913.80
Other Income
99.64
76.19
100.32
77.10
Total Income
3419.96
2987.73
3427.37
2990.90
Earnings Before Depreciation, Financecosts, Exceptional Items and Tax
599.32
479.26
606.08
480.34
Less: Depreciation and amortizationexpenses
27.65
22.89
28.31
23.24
Less: Finance Costs
28.56
23.14
28.65
23.17
Profit before exceptional items and Tax
543.11
433.23
549.12
433.94
Less: Exceptional items
-
Profit Before Tax
Less: Tax expense (Net)
139.48
105.59
139.88
105.74
Profit After Tax
403.63
327.64
409.24
328.20
Other Comprehensive income for theyear (net of tax)
-0.26
-0.38
-00.2
-0.24
Total Comprehensive income for the year
403.37
327.26
409.22
327.96
FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)
The brief highlights of the Company's performance (standalone)during the financial year 2024-25:
• Total revenue from operations increased to ' 3320.32 Croresas against ' 2911.54 Crores in the previous year-an increase of14.04%.
• Earnings before Interest, Depreciation, Amortization, ExceptionalItems & Tax for the current year is ' 599.32 crores against' 479.26 crores in the previous year an increase of 25.06%.
• Profit before Tax (PBT) and Profit after Tax (PAT) for the currentyear are ' 543.11 crores and ^403.63 crores respectivelyagainst ' 433.23 crores and ' 327.64 crores in the previousyear an increase of 25.36% and 23.19% respectively.
• Earnings per share is ' 27.52 for the year under review.CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Companyduring the financial year ended March 31, 2025.
AMOUNTS Transferred TO Reserves
During the year under review, no amount was transferred to any ofthe reserves by the Company.
Further, moment in reserves & surplus is provided in note no. 14 ofstandalone financial statement and consolidated financial statement.
DIVIDEND
The Board of Directors at their meeting held on May 26, 2025, hasrecommended payment of ' 2.00 i.e. (100%) per equity share of theface value of ' 2 (Rupee Two) each as final dividend for the financialyear ended March 31, 2025. The payment of final dividend is subjectto the approval of the shareholders at the ensuing Annual GeneralMeeting (AGM) of the Company.
The record date for the purpose of dividend will be August 14, 2025.
DIVIDEND DISTRIBUTION pOLICY
In compliance with the provisions of Regulation 43A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, as amended, the Board of Directors of the Company haveadopted the Dividend Distribution Policy of the Company ("thePolicy"). The Policy inter alia, lays down various parameters for thedeclaration/recommendation of dividend.
The policy is available on the Company's website at the followinghttps://www.ace-cranes.com/public/front/pdf/Dividend_Distribution_Policy_ACE_2021.pdf.
UNCLAIMED DIVIDENDS
Details of outstanding and unclaimed dividends previouslydeclared and paid by your Company are given under the CorporateGovernance Report which forms part of this Annual Report.
SHARE CApITAL
During the year under review, there was no change in theAuthorised share capital of your Company. The authorised equityshare capital of your Company is ' 55.25 Crores and the Paid upshare capital is ' 23.82 Crores and during the year Company hasnot issued any:
(a) Shares with differential rights;
(b) Sweat equity shares;
(c) Bonus shares;
(d) Debenture, bond and any other securities and
During the year, the company has not done any buy back of equityshares.
employee stock option scheme (ESOS)
Your Company grants share-based benefits to eligible employees withthe objective of attracting and retaining talent, encourage employeesto align individual performance with the Company objectives andto promote their active participation in the growth of the Company
through Action Construction Equipment Limited Employee StockOption Scheme 2021 ("Scheme"). The Scheme is in line with the SEBI(Share Based Employee Benefits and Sweat Equity) Regulations, 2021("SBEB & SE Regulations") and there were no material changes to thescheme during the financial year 2024-25.
Other details pertaining to the ESOS are provided in Note No. 44 of thenotes to Accounts of Standalone Financial Statement of the Company.
The Scheme is being implemented in accordance with SEBI (SBEB &SE Regulation 2021) and the resolution passed by the Members. TheSecretarial Auditors certificate would be available during the AnnualGeneral Meeting for inspection by the members.
In terms of regulation 14 of the SBEB Regulations, a statement givingcomplete details, as at March 31, 2025, is available on the website ofthe Company at https://www.ace-cranes.com.
LISTING OF SHARES
The equity shares of the Company are listed on the National StockExchange of India Limited (NSE) and BSE Limited (BSE). The listingfee for the year 2025-26 has already been paid to both the StockExchanges.
CREDIT RATING
ICRA Limited has reaffirmed the Long-Term Credit Rating [ICRA]AA (Stable) (pronounced ICRA double A ) with a stable outlook andShort-Term Credit Rating of [ICRA]A1 (pronounced ICRA A one plus)for the bank loan facilities. This indicates Company's sound financialhealth and its ability to meet the financial obligations and outlook onthe long-term rating is Stable.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
No material changes and commitments affecting the financial positionof the Company occurred between the end of the financial year towhich this financial statement relate and the date of this report.
DISCLOSURES RELATING TO SUBSIDIARY COMPANY ANDCONSOLIDATED FINANCIAL STATEMENTS
As per provisions of Companies Act read with rules made thereunder and applicable accounting standards, list of subsidiaries ofyour Company is provided as part of the notes to the consolidatedfinancial statements
As on March 31, 2025, the Company has following subsidiariesCompanies/Firms/trusts.
S. No.
Name of theCompany/Firm/Trust
Status
Country
holding
1.
Crane Kraft IndiaPrivate Limited
Wholly OwnedSubsidiary
India
100%
2.
SC Forma SA
(under Voluntary Liquida¬tion)
Subsidiary
Company
Romania
89.52%
3.
Namo Metals
Partnership Firm
90.00%
4.
Ace Emergency Re¬sponse Service Trust
Trust
5
Action ConstructionEquipment LimitedEmployees WelfareTrust
Note: SC Forma SA, Romania a subsidiary of the Company is underVoluntary liquidation process as per applicable laws in Romania.
In accordance with Section 129(3) of the Companies Act, 2013,Regulations 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and applicable AccountingStandards, the Company has prepared consolidated financialstatements of the Company and its subsidiaries, which form partof the Annual Report. For details, please refer to the ConsolidatedFinancial Statements.
A statement containing the salient features of the financialstatement/highlights of performance of our subsidiaries in theprescribed Form AOC-1 is attached as Annexure-I to this Report.
There are no associates and Joint Venture Companies within themeaning of Section 2(6) of the Companies Act, 2013 (Act) and therehas been no material change in the nature of the business of thesubsidiaries.
In accordance with Section 136 of the Companies Act, 2013, theaudited financial statements, including the consolidated financialstatements and related information of the Company and accountsof its subsidiaries, are available on the website of the Company atwww.ace-cranes.com. These documents will also be available forinspection during business hours at our registered office.
In terms of the Company's Policy on determining "materialsubsidiary", during the financial year ended March 31, 2025, thereis no material subsidiary of the Company whose income exceeds10% of the consolidated income of the Company in the immediatelypreceding financial year.
The Policy for determining material subsidiaries may be accessedon the Company's website at the following link https://www.ace-cranes.com/public/front/pdf/Policy-for-Determining-Material-Subsidiaries-ACE.pdf
DIRECTORS AND KEY MANAGERIAL pERSONNEL
As on March 31, 2025, your Company's Board had eight memberscomprising of four Executive Promoter Directors and fourIndependent Directors, including one Independent WomanDirector. The details of Board and Committee composition andother details are available in the Corporate Governance Report,which forms part of this Annual Report.
In terms of the requirement of the Listing Regulations, the Boardhas identified core skills, expertise, and competencies of theDirectors in the context of your Company's business for effectivefunctioning. The key skills, expertise and core competencies of
the Board of Directors are detailed in the Corporate GovernanceReport, which forms part of this Annual Report.Appointment/Re-appointment
The Board of Directors, in their meeting held on May 26, 2025,had recommended for re-appointment Mr. Shriniwas vashisht(DIN: 06572418) and Dr. Jagan Nath Chamber (DIN: 08841478),as Non-Executive Independent Directors of the Company for afurther period of 5 years w.e.f. September 24, 2025 and November06, 2025 respectively subject to the approval of the shareholdersin the ensuing Annual General Meeting. Their re-appointment(s)are appropriate and in the best interest of the Company. Detailsrelated to their re-appointment(s) as required to be disclosedunder Companies Act/listing Regulations are given in the notice of31st AGM.
Re-appointment of Directors retiring by rotation
In accordance with the provisions of Companies Act, 2013 andrules made thereunder (hereinafter referred as "the Act") andArticles of Association of the Company, Mrs. Surbhi Garg (DIN:01558782), Whole-Time Director of the Company will retire byrotation at the ensuing AGM and being eligible, offers herself forre-appointment. Details related to her re-appointment as requiredto be disclosed under Companies Act/listing Regulations is given inthe notice of 31st AGM.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of theCompany had no pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursement of expensesincurred by them for the purpose of attending meetings of theBoard/ Committee(s) of the Company.
Declaration By Independent Directors
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with criteriaof independence as prescribed under sub-section (6) of Section149 of the Act and under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as "the Listing Regulations").
In the opinion of Board of Directors of the Company, IndependentDirectors on the Board of Company hold highest standards ofintegrity and are highly qualified, recognized and respectedindividuals in their respective fields. It's an optimum mix of expertise(including financial expertise), leadership and professionalism.
Pursuant to the provisions of Section 203 of the Companies Act,2013 read with Rules made thereunder following are designated asKey Managerial Personnel (KMP) of the Company:
> Mr. Vijay Agarwal, Chairman & Managing Director;
> Mrs. Mona Agarwal, Whole-Time Director;
> Mr. Sorab Agarwal, Whole-Time Director;
> Mrs. Surbhi Garg, Whole-Time Director;
> Mr. Rajan Luthra, Chief Financial Officer (CFO); and
> Mr. Anil Kumar, Company Secretary & Compliance Officer.
number of board meetings
The Board met 4 (Four) times during the year under review. Theintervening gap between the 2 (two) meetings did not exceed 120days, as prescribed under the Companies Act, 2013 and SEBI ListingRegulations. The details of Board meetings and the attendance ofthe Directors are provided in the Corporate Governance Report,which forms part of this Annual Report.
Independent Directors' Meeting
Pursuant to the requirements of Schedule IV of the CompaniesAct, 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, separate Meeting of theIndependent Directors of the Company was also held on February07, 2025, without the presence of Non-Independent Directors andmembers of the management, to review the performance of Non¬Independent Directors and the Board as a whole, the performanceof the Chairperson of the Company, taking into account the viewsof Executive Directors, and also to assess the quality, quantityand timeliness of flow of information between the Companymanagement and the Board.
During the financial year 2024-25, 30th Annual General Meeting ofthe Company was held on August 27, 2024 at 12:00 noon throughVideo Conferencing ("VC")/Other Audio Visual Means ("OAVM").
As required under the Companies Act, 2013 and the SEBI ListingRegulations, your Company has constituted various StatutoryCommittees. Additionally, the Board has constituted internalmanagement committee of Directors named as "Committee ofBoard of Directors (COB)" for taking the administrative decisionsof the Company. As on March 31, 2025 the Board comprised thefollowing committees/sub-committees.
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders Relationship Committee;
(d) Corporate Social Responsibility Committee;
(e) Risk Management Committee.
(f) Committee of Board of Directors (COB)
During the year, all recommendations made by the committeeswere approved by the Board. A detailed note on the compositionof the Board and its committees, including its terms of reference isprovided in the Corporate Governance Report forming part of thisAnnual Report.
The composition and terms of reference of all the Committee(s) ofthe Board of Directors of the Company is in line with the provisionsof the Act and Listing Regulations & there were no changes in thecomposition of the committees.
The Board of Directors has framed a policy which lays downa framework in relation to remuneration and appointment ofDirectors, Key Managerial Personnel and Senior Management ofthe Company. The Policy broadly lays down the guiding principles,philosophy and the basis for payment of remuneration toExecutive and Non-Executive Directors (by way of sitting fees), KeyManagerial Personnel, Senior Management and other employees.The policy also provides the criteria for determining qualifications,positive attributes and Independence of Directors and criteria forappointment of Key Managerial Personnel / Senior Managementand performance evaluation. The above policy has been posted onthe website of the Company at the following link https://www.ace-cranes.com/public/front/pdf/RemunerationPolicyACE.pdf.
Your Company recognizes and embraces the importance of adiverse board in its success. The Board has adopted the BoardDiversity Policy which sets out the approach to the diversity of theBoard of Directors. The said Policy is available on your Company'swebsite at the following link https://www.ace-cranes.com/public/front/pdf/Board-Diversity-Policy-ACE.pdf.
Pursuant to Regulation 30A(2) of SEBI Listing Regulations, thereis no agreement impacting the management or control of theCompany or imposing any restrictions or creating any liability uponthe Company.
Pursuant to the provisions of clause (c) of Sub-section (3) of Section134 of the Companies Act, 2013, your Directors hereby confirmthat they:
(i) Have followed in the preparation of Annual Accounts for thefinancial year 2024-25, the applicable Accounting Standardsand no material departures have been made for the same;
(ii) Had selected such accounting policies and applied themconsistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2025 and ofthe profit of the Company for the year ended on that date;
(iii) Had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisionsof the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;
(iv) Had prepared the annual accounts on a going concern basis;
(v) Have laid down internal financial controls to be followed bythe Company and that such internal financial controls areadequate and are operating effectively; and
(vi) Have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems areadequate and operating effectively.
Pursuant to the provisions of Companies Act, 2013 and Regulation25 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended, Independent Directors at theirseparate meeting, without participation of the Non-IndependentDirectors and Management have considered and evaluated theBoard's performance and performance of the Chairman and NonIndependent Directors. The Independent Directors in the saidmeeting have also assessed the quality, quantity and timeliness offlow of information between the Company Management and theBoard.
The Board of Directors has evaluated the performance of each of
the Independent Directors (without participation of the relevantDirector). The Board has carried out the annual evaluation of its ownperformance and that of its Directors individually. The evaluationcriteria as approved by the Nomination and RemunerationCommittee included various aspects of the functioning of Boardsuch as composition, process and procedures including adequateand timely information, attendance, decision making, roles andresponsibilities etc.
The performance of individual directors including the Chairmanwas evaluated on various parameters such as industry knowledge &experience, vision, commitment, time devoted etc. The evaluationof Independent Directors was based on aspects like participation& contribution to the Board decisions, knowledge, experience andintegrity etc.
STATUTORY AUDITORS
As per provisions of Section 139(1) of the Act, the Company hasappointed M/s B S R & Co. LLP, Chartered Accountants (Firm Regn.No. 101248W/W-100022) as Statutory Auditors of the Companyfor a period of 5 (Five) years (April 01, 2022 to March 31, 2027 i.e.till the conclusion of the 33rd AGM to be held in the calendar year2027, in the AGM of the Company held on September 20, 2022.
Representative of M/s B S R & Co. LLP, Statutory Auditors of yourCompany attended the previous AGM of the Company held onAugust 27, 2024.
STATUTORY AUDITORS' REPORT
Statutory Auditors have expressed their unmodified opinion onthe Standalone and Consolidated Financial Statements and theirreports do not contain any qualifications, reservations, adverseremarks, or disclaimers. The Notes to the financial statementsreferred in the Auditor's Report are self-explanatory. The Auditor'sReport is enclosed with the financial statements forming part ofthis Annual Report.
SECRETARIAL AUDITORS
pursuant to the provisions of Regulation 24A & other applicableprovisions of the SEBI Listing Regulations read with Section 204 readwith Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, on the recommendation of theAudit Committee, the Board of Directors at their meetings heldon May 26, 2025 have approved appointment of M/s Vasisht &Associates, Practising Company Secretaries subject to the approvalof the shareholders as Secretarial Auditors of the Company for aterm of 5(Five) consecutive years, to hold office from April 1, 2025upto March 31, 2030.
A detailed proposal for appointment of Secretarial auditor formspart of the Notice convening this AGM.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for FY 2024-25 given by the Secretarial
Auditors in Form No. MR-3 is annexed with this Report asAnnexure-II. There are no qualifications, reservations or adverseremarks made by Secretarial Auditors in their Report.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
There is no material unlisted Indian subsidiary of the Company ason March 31, 2025 and as such the requirement under Regulation24A of the SEBI Listing Regulations regarding the Secretarial Auditof material unlisted Indian subsidiary is not applicable to theCompany for FY 2024-25.
SECRETARIAL COMpLIANCE REpORT
Pursuant to regulation 24A of SEBI (Listing Obligations andDiclouser Requirements) Regulations 2015, as ammended, inaddition to secretarial audit, Annual Secretarial ComplianceReport given by M/s Vasisht & Associates, Company Secretarieson compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-III.
COST AUDITORS
As per Section 148 of the Companies Act, 2013, the Company isrequired to have the audit of its cost records conducted by a CostAccountant in practice.
Pursuant to the provisions of Section 141 read with Section 148 ofthe Companies Act, 2013 and Rules made thereunder, M/s VandanaBansal & Associates, Cost Accountants (Firm Registration No.100203) has been appointed as the Cost Auditors of the Companyfor the year ending March 31, 2025. A resolution seeking approvalof the Shareholders for ratifying the remuneration payable tothe Cost Auditors for FY 2025-26 is provided in the Notice of theensuing Annual General Meeting.
Cost audit report for financial year 2024-25 will be filed with theMinistry of Corporate Affairs within stipulated time period.
INTERNAL AUDIT
The Board of Directors of the Company has appointed M/s Ernst& Young (EY) as Internal Auditor of the Company, to audit thefunction and activities of the Company and to review variousoperations of the Company; the Company continued to implementtheir suggestions and recommendations to improve the controlenvironment.
DETAILS IN RESpECT OF FRAUDS REpORTED BY AUDITORSOTHER THAN THOSE WHICH ARE REpORTABLE TO THE CENTRALGOVERNMENT
The Statutory Auditors, Secretarial Auditors, Cost Auditors & internalAuditor of the Company have not reported any frauds to the AuditCommittee or to the Board of Directors under Section 143 (12) of theCompanies Act, 2013, including rules made there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Details of the CSR Committee are provided in the CorporateGovernance Report, which forms part of this Annual Report. TheCSR policy is available on the Company's website at link https://www.ace-cranes.com/public/front/pdf/CSR Policy-New Policy2021.pdf. The Annual Report on CSR activities is annexed and formspart of this report as Annexure - IV. During the financial year, yourCompany has met its CSR obligations in terms of Section 135 of theAct. Your Company has spent more than 2% of its statutory CSRobligations.
CORPORATE GOVERNANCE REPORT
Your Company is committed to maintain highest standards ofcorporate governance practices. The Corporate GovernanceReport, as stipulated by SEBI Listing Regulations, forms part of thisAnnual Report along with the required certificate from a PracticingCompany Secretary, regarding compliance of the conditions ofcorporate governance.
Your Company has formulated and implemented a Code of Conductfor all Board members and senior management personnel of theCompany ("Code of Conduct"), who have affirmed the compliancethereto. The Code of Conduct is available on the website of yourCompany and the link for the same is https://www.ace-cranes.com/public/front/pdf/11-CODE-OF-BUSINESS-CONDUCT-AND-ETHICS.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year as stipulatedunder Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 as amended is separately givenand forms part of this Annual Report and provides a more detailedanalysis on the performance of individual businesses and theiroutlook.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties are placed before the AuditCommittee and Board for its approval. An omnibus approval fromAudit Committee is obtained at the beginning of the financial yearfor the related party transactions which are repetitive in nature. Alltransactions with related parties entered into during the year underreview were at arm's length basis and in the ordinary course ofbusiness and in accordance with the provisions of the Act and therules made thereunder, the SEBI Listing Regulations and Company'sPolicy on Related Party Transactions.
During the year, your Company has not entered into any transactionswith related parties which could be considered material in terms ofSection 188 of the Act.
Further, the prescribed details of related party transactions of theCompany in Form No. AOC-2, in terms of section 134 of the Actread with Rule 8 of the Company (Accounts) Rules, 2014 is given as
Annexure-V to this report.
The Policy on materiality of related party transactions and dealingwith related party transactions may be accessed on the Company'swebsite at https://www.ace-cranes.com/home/investor-policies-and-programme-codes.
Your Directors draw attention of the members to note 33 in thenotes to accounts in the Standalone Financial Statements and tonote 34 in the notes to accounts in the Consolidated FinancialStatements which sets out related party disclosures.
Pursuant to the provisions of Regulation 23 of the SEBI ListingRegulations, your Company has filed half yearly reports to thestock exchanges, for the related party transactions.
DISCLOSURE ON AUDIT COMMITTEE
The Audit Committee as on March 31, 2025 comprises of thefollowing Directors: Mr. Avinash Parkash Gandhi (Chairman),Mr. Vijay Agarwal, Mr. Shriniwas Vashisht, and Dr. Jagan NathChamber as Members. For more details kindly refer to the section'Committees of the Board-Audit Committee', in the CorporateGovernance Report, which forms part of this Annual Report.
All recommendations of Audit Committee were accepted by theBoard of Directors.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee inCompliance with the requirements of Regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015. The details of this Committee and its terms of reference areset out in the Corporate Governance Report, which forms part ofthis Annual Report.
The Company has also formulated the Risk Management Policy,to identify risks and minimize their adverse impact on businessand strives to create transparency which in turn enhances theCompany's competitive advantage.
According to the aforesaid business risk policy, the Company hasidentified the business risks associated with its operations and anaction plan for its mitigation of the same is put in place. The businessrisks and its mitigation have been dealt with in the ManagementDiscussion and Analysis Section of this Annual Report.
INTERNAL CONTROL SYSTEMS AND Their ADEQUACY
Your Company maintains adequate internal control system andprocedures commensurate with its size and nature of operations.The internal control systems are designed to provide a reasonableassurance over reliability in financial reporting, ensure appropriateauthorization of transactions, safeguarding the assets of theCompany and prevent misuse/ losses and legal compliances.
The internal control system includes a well defined delegation of
authority and a comprehensive Management Information Systemcoupled with quarterly reviews of operational and financialperformance, a well-structured budgeting process with regularmonitoring of expenses and Internal audit. The Internal Auditreports are periodically reviewed by the management and theAudit Committee and necessary improvements are undertaken, ifrequired.
During the year, such controls were tested and no reportablematerial weakness in the design or operation was observed.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Company has adopted a whistle blower policy and hasestablished the necessary vigil mechanism for Directors andemployees in confirmation with Section 177 of the Act andRegulation 22 of SEBI Listing Regulations, to facilitate reporting ofthe genuine concerns about unethical or improper activity, withoutfear of retaliation.
The vigil mechanism of your Company provides for adequatesafeguards against victimisation of whistle blowers who avail of themechanism and also provides for direct access to the Chairman ofthe Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the AuditCommittee. The Whistle Blower Policy is available on Company'swebsite at https://www.ace-cranes.com/public/front/pdf/5-Whistle-Blower-Policy.pdf. During the year, no case of genuineconcerns received under this policy.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliancewith the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI) and that suchsystems are adequate and operating effectively.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OFSEXUAL Harassment OF WOMEN AT WORKPLACE
The Company has laid down sexual harassment policy pursuantto provision of Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and Rules madethereunder. The objective of this policy is to provide protectionagainst sexual harassment of women at workplace and for theprevention and redressal of complaints of sexual harassment andfor matters connected therewith. The Company has zero toleranceon sexual harassment at workplace. During the financial year 2024¬25, no complaint was received under this policy.
RESEARCH AND DEVELOPMENT
Your Company continues to invest in a comprehensive Research& Development (R&D) program to develop a unique source ofsustainable competitive advantage and build future readinessby leveraging contemporary advances in several relevant areasof science and technology and blending the same with classicalconcepts of product development.
The Company has dedicated R&D centers at Jajru Road, Faridabadand at Dudhola Link Road, Dudhola Village, Palwal. Both thesecenters have accreditations from the Ministry of Science andTechnology, Govt. of India. Both the centers continuously carriesout Research and Developments for developing new productsand also focus on the quality of products, making them moreeconomical, cost effective and user friendly.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by theregulators or courts or tribunals impacting the going concernstatus and Company's operations in future.
PARTICULARS OF REMUNERATION OF DIRECTORS/ kMP/EMPLOYEES
In terms of provisions of Section 197(12) of the Act, read withthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, a statement showing the names and otherparticulars of the employees drawing remuneration in excess of theprescribed limits are available with the Company Secretary. In termsof the first proviso to Section 136(1) of the Act, the Annual Reportexcluding the aforesaid information is being sent to the members ofthe Company. Any member interested in obtaining such particularsmay write to the Company Secretary of the Company and the samewill be furnished on request. Disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is enclosed as Annexure- VI andforms an integral part of this Report.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted anypublic deposits under Chapter V of the Companies Act, 2013 andas such, no amount on account of principal or interest on publicdeposits was outstanding as of March 31, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION 186 OF THE COMPANIES ACT, 2013.
Particulars of loans, guarantees and investments under Section 186of the Companies Act, 2013 as at the end of the financial year 2024¬25 are provided in the notes to standalone financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN Exchange EARNINGS AND OUTGO
Information pursuant to conservation of energy, technologyabsorption and foreign exchange earnings and outgo, as requiredto be disclosed under the Companies Act, 2013 is annexed asAnnexure-VII and forms a part of this report.
ANNUAL RETURN
The extracts of the Annual Return of the Company in Form MGT-9, as they stood on the close of the financial year i.e. March 31,2025 is furnished in Annexure-VIII and forms part of this Report.Further, a copy of the Annual Return of the Company containingthe particulars prescribed under section 92 of the Companies Act,2013, in Form MGT-7, as they stood on the close of the financialyear i.e. March 31, 2024 is uploaded on the website of theCompany and link for the same is https://www.ace-cranes.com/home/mgt-7.
INVESTORS EDUCATION AND pROTECTION FUND (IEpF)
In accordance with the applicable provisions of CompaniesAct, 2013 read with Investor Education and Protection Fund(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPFRules"), all unclaimed dividends are required to be transferred bythe Company to the IEPF, after completion of seven (7) years.
Further, according to IEPF Rules, the shares on which dividend hasnot been claimed by the shareholders for seven (7) consecutiveyears or more shall be transferred to the demat account of the IEPFAuthority.
The details relating to amount of dividend transferred to the IEPFauthority and corresponding shares on which dividends wereunclaimed for seven (7) consecutive years, are provided in theCorporate Governance Report section of this Annual Report.
AWARDS AND RECOGNITIONS
Your Company continues to deliver unmatched performanceamongst its peers and has been conferred with awards every year.
The Company was awarded with many awards and recognition.
The significant awards in FY 2024-25 includes:
• India's Impactful Infra Leaders 2024 by ET Edge at the TimesNow India Infra Transformation Summit, June 27, 2024;
• Bestseller in Tower Cranes at 12th Annual Equipment IndiaAwards, October 2024;
> Bestseller in Mobile Cranes at 12th Annual Equipment IndiaAwards, October 2024;
> Listed as one of 'India's Top Value Creators' in 'India's Top 500Value Creators' publication by Dun & Bradstreet unveiled atthe event held in Mumbai, November 2024;
> Best in Sales - Pick & Carry Cranes at Equipment Times Awards,December 2024;
> Best in Sales - Tower Cranes at Equipment Times Awards,December 2024;
> Listed amongst TOP 150 Wealth Creators 2025 by Dalal StreetInvestment Journal Magazine, February, 2025;
> Listed amongst TOP 1000 Performing Companies for the year2025 by Dalal Street Investment Journal Magazine, June, 2025.
BUSINESS RESpONSIBILITY AND SUSTAINABILITY REpORT
Pursuant to the provision of Regulation 34(2)(f) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, theBusiness Responsibility and Sustainability Report (BRSR) for thefinancial year 2024-25 is annexed as Annexure-IX and forms partof this report.
CYBER SECURITY
In view of increased cyber-attack scenarios, the cyber securitymaturity is reviewed periodically and the processes, technologycontrols are being enhanced in-line with the threat scenarios.
Your Company's technology environment is enabled with realtime security monitoring with requisite controls at various layersstarting from end user machines to network, servers, applicationand the data.
CODE FOR pREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct ("Code") toregulate, monitor and report trading in Company's shares byCompany's designated persons and their immediate relatives asper the requirements under the SEBI (Prohibition of Insider Trading)Regulations, 2015. The Code, inter alia, lays down the proceduresto be followed by designated persons while trading/ dealingin Company's shares and sharing Unpublished Price SensitiveInformation ("UPSI"). The Code covers Company's obligation tomaintain a digital database, mechanism for prevention of insidertrading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code forpractices and procedures for fair disclosure of unpublished pricesensitive information which has been made available on yourCompany's website at link https://www.ace-cranes.com/public/front/pdf/10-CODE-OF-CONDUCT-FOR-PREVENTING-INSIDER-TRADING.pdf Code of Conduct to Regulate and for Preventionof Insider Trading.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions onthese items during the year under review or said items are notapplicable to the Company:
1. The Managing Director and the Whole Time Directors hasnot received any remuneration or commission from any ofits subsidiaries.
2. During the year under review, the Company has not done anybuy back of equity shares.
3. The Disclosure pertaining to explanation for any deviation orvariation in connection with certain terms of a public issue,right issue, preferential issue etc. is not applicable to theCompany.
4. No application has been made under the Insolvency andBankruptcy Code; hence the requirement to disclose thedetails of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 during theFinancial Year 2024-25 along with their status as at the endof the financial year is not applicable to the Company
5. The requirement to disclose the details of difference between
amount of the valuation done at the time of one timesettlement and the valuation done while taking loan fromthe Banks or Financial Institutions along with the reasonsthereof, is not applicable.
6. Your Company does not fall under the category of largecorporate, as defined under SEBI vide its circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, as such nodisclosure is required in this regard.
7. During the year under review, there is no revision of financialstatements and Directors' Report of your Company.
8. No political contribution made during the year under review.ACKNOWLEDGEMENT
The Board places on record its appreciation for the supportand continued co-operation extended by all the customers,vendors, dealers, bankers, regulators and business associates.The Board places on record its appreciation to all the employeesfor their dedicated and committed services. Your Directorsdeeply acknowledge the continued trust and confidence that theshareholders place in the management and is confident that withtheir continued support, the Company will achieve its objectivesand emerge stronger in the coming years.
Place : Faridabad Vijay Agarwal
Date : May 26, 2025 Chairman & Managing Director