The Directors have pleasure in submitting their 32^nd Annual Report together with the Company's
Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Financial Performance Summary and the State of the Company's Affairs for the current financial
year ended March 31, 2025, along with the figures for the previous financial year, are as follows:

in T air fie

2. STATE OF THE COMPANY'S AFFAIRS •

During the period under review, on the Standalone basis, the Company achieved Total Revenue of Rs.
11154.10 Lakh is increased by 30.09% as against the Total Revenue of Rs. 8079.51 Lakhs in previous
financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 457.99 Lakhs is increased
by 9.07% as against the Net Profit after tax of Rs. 419.90 Lakhs in previous financial year 2023-24.

During the period under review, on the Consolidated basis, the Company achieved Total Revenue of
Rs. 12658.05 Lakh is increased by 54.37 % as against the Total Revenue of Rs. 8199.40 Lakhs in previous
financial year 2023-24. The Company has recorded a Net Profit after tax of Rs. 483.70 is increased
by13.48% as against the Net Profit after tax of Rs. 426.65 Lakhs in previous financial year 2023-24.

3. IMPORTANT HIGHLIGHTS WITH RESPECT TO THE TRADING APPROVAL OF THE
COMPANY IN THE BSE LIMITED

During the financial year 2024-25, the Company obtained in-principle approval from BSE Limited vide
its letter dated April 5, 2024, for the listing of its equity shares. As part of the listing process and in I!
compliance with regulatory requirements, the Company undertook the necessary corporate actions
with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited
(NSDL), which were completed on September 23, 2024.

Upon fulfillment of all requisite conditions and procedures, ACS Technologies Limited received the
final trading approval from BSE Limited on April 29, 2025. Pursuant to this, the equity shares of the
Company were listed and permitted to trade on the BSE platform with effect from May 7, 2025, at an
opening share price of Rs. 3.53, which was subsequently revised by BSE and again on 9^th May 2025 the
opening share price was Rs 16.99.

4. BOARD OF DIRECTORS AND OTHER INFORMATION

a) The Company's Board of Directors have been constituted in compliance with the provisions of
Companies Act read with the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulation". The Composition of the Board is as under:

1. Mr. Ashok Kumar Buddharaju Chairman & Managing Director

2. Mrs. Anitha Alokam Whole-time Director

3. Mr. CV Satyanarayan Murthy Independent Director

4. Mr. Srinivasan Neti Independent Director

5. Dr. Swarna Subba Rao Independent Director

b) Details of Directors or KMPs resigned during and after the end of the financial year under
review.

c) Details of Directors or KMPs appointed/re-appointed during and after the end of the financial
year under review.

d) In accordance with the provisions of Companies Act, 2013, Mrs. Anitha Alokam Whole Time

Director of the Company would retire by rotation and, being eligible, offer herself for re¬
appointment. The Board of Directors recommends her re-appointment at the ensuing Annual
General Meeting. ^

e) Details of Whole-Time Key Managerial Personal (KMP)

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company
are Sri. Ashok Kumar Buddharaju, Chairman & Managing Director, Smt. Anitha Alokam, Whole¬
time Director, Sri. A. Prabhakara Rao, Chief Financial Officer and Mrs. Shilpi Gunjan Company
Secretary & Compliance Officer.

Subsequent to the year under review, Mr. Sridhar Pentela, Company Secretary & Compliance Officer
has resigned w.e.f. 15^th June, 2024 and Mrs. Shilpi Gunjan was appointed as Company Secretary &
Compliance Officer w.e.f. 17^th June, 2024.

f) Other Disclosure
Board Evaluation

Pursuant to Section 178 (2) of the Companies Act, 2013, the Nomination and Remuneration
Committee has evaluated the performance of individual Directors in its duly convened
meeting. Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4 (2) (f) (ii)

(9) of the ("SEBI (LODR) Regulation, 2015, the Board has carried out an evaluation of its own
performance, as well as the evaluation of the Committees of the Board. The manner in which
the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration. Remuneration Policy is stated in the Corporate Governance Report.

Familiarization Programmes for Independent Directors

The Independent Directors of the Company are eminent professionals with several decades of "
experience in banking and financial services, technology, finance, governance and
management areas, and fully conversant and familiar with the business of the Company. The
Company has an ongoing familiarization programme for all Independent Directors with regard
to their roles, duties, rights, responsibilities in the Company, nature of the industry in which
the Company operates, the business model of the Company, etc.

Meetings ~

During the year, Ten (10) Board Meetings and Four (4) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

5. DIVIDEND

The Directors have not recommended any dividend for the current financial year.

6. RESERVE AND SURPLUS

During the financial year 2024-25, the Company has not transferred any amount to amount to general
reserve.

7. SHARE CAPITAL

(a) No Change in Authorized Capital:

During the year under review, there was no change in the authorized share capital of the
Company as per the records maintained with the Ministry of Corporate Affairs (MCA). The
authorized share capital continues to stand at ^344,00,00,000/- (Rupees Three Hundred Forty-
Four Crore only), divided into 34,40,00,000 equity shares of ?10/ - each.

However, pursuant to the order passed by the Hon'ble National Company Law Tribunal
(NCLT), the authorized share capital of the Company stands revised to ^172,00,00,000/- (Rupees
One Hundred Seventy-Two Crore only), divided into 17,20,00,000 equity shares of ?10/- each.

The Company has duly filed Form INC-28 with the Registrar of Companies (ROC) for giving
effect to the said NCLT order.

Due to a technical issue, the revised authorized share capital has not yet been reflected on the
MCA portal. The Company is actively coordinating with the ROC for necessary correction and
updation of records

(b) No Change in Issued/Subscribed/Paid-up Capital:

During the period under review, the Issued/Subscribed/Paid-up Capital of the Company is Rs.
60,74,19,480/- (Rupees Sixty Crore Seventy-Four Lakh Ninteen Thousand Four Hundred Eighty)
divided into 6,07,41,948 Equity shares of Rs. 10/- (Rupees Ten only) each.

Company has not issued any Equity shares with differential rights, Sweat Equity Shares and also
no Employee Stock Options were granted during the year under review. Therefore, no
disclosures pursuant to Rule 4(4), Rule 8(13) and Rule 12 (9) of the Companies (Share Capital and
Debenture Rules), 2014 are required to be given.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

a) That the directors in the preparation of the annual accounts the applicable accounting standards
have been followed along with proper explanations relating to material departures.

b) That 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 at the end of the financial year and of the profit and
loss of the Company for that period.

c) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safe guarding the assets of
the company and for preventing and deleting fraud and other irregularities.

d) That the directors had prepared the annual accounts on the going concern basis.

e) That the directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

f) That the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

9. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE

The Company has put in place the Prevention of Sexual Harassment Policy (POSH) in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Compliance Committee (ICC) has been constituted in compliance
with the requirements of said Act to redress complaints received regarding sexual harassment. All
employees are covered under this Policy. Employees at all levels are being sensitized about the Policy
and the remedies available thereunder. During the Financial year 2024-25, Nil complaints were
received by ICC.

10. RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. Company ensures that the Operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.

ii. No specific investment has been made in reduction in energy consumption

iii. As the impact of measures taken for conservation and optimum utilization of energy are
not quantitative, its impact on cost cannot be stated accurately.

B. TECHNOLOGY ABSORPTION

There is no technology absorption involved in the operations of the Company.

C. EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT

No expenditure was incurred on Research and Development by the Company during the
period under review.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

11. AUDITORS

A. STATUTORY AUDITORS

M/s. GORANTLA & Co., Chartered Accountants, (Firm Registration No: 16943S) have been re¬
appointed at the 30^th AGM held on September 30, 2023 as the Statutory Auditors of the Company
for a second term of Five (5) consecutive years to audit the financial statements of the Company
from FY 2022-23 to FY 2026-27 and to hold office from the conclusion of 30^thAGM till the conclusion
of 35^thAGM. The Independent Auditors' Report and Annexure referred to this Report are self¬
explanatory and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.

B. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed
VCSR and Associates, Practicing Company Secretaries in Whole-time Practice, a peer reviewed
firm, having Firm Registration No. P2014AP034200 to carry out Secretarial Audit for the period of
five years 2025-2026 to hold office from the conclusion of the ensuing 32^nd Annual General Meeting
till the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2030,
subject to the approval of the shareholders of the Company at the ensuing 32^nd Annual General
Meeting. The report of the Secretarial Auditor in Form MR-3 for the FY 2024-25 is enclosed as
Annexure 1 and forms part of this report.

C. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the period under review, the Corporate Social Responsibility (CSR) provisions are not
applicable to the Company.

12. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975 in respect of employees of the Company and Directors is
annexed herewith as Annexure 2.

13. WEB-ADDRESS OF ANNUAL RETURN

Web-address of the draft Annual Return pursuant to sub-section (3) of Section 92 is updated in the
website of the Company. Link for the Annual Return is as under
https://www.acstechnologies.co.in/annual reports.html

14. RELATED PARTY TRANSACTIONS

All related party transactions were placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee was obtained for the transactions which are foreseen and are
repetitive in nature. All the related party transactions entered into by the Company were in the
ordinary course of business and on an arm's length basis. Form AOC-2 will not form part of Board's
report, as all the transactions with related parties are in arm's length basis or in ordinary course of
business. There are no materially significant related party transactions during the year which may
have a potential conflict with the interest of the Company at large. Related party transactions as
required under the Indian Accounting Standards are disclosed in Notes to the financial statements of
the Company for the financial year ended March 31, 2025.

15. HOLDING, SUBSIDIARY/ ASSOCIATE COMPANIES

As on 31^stMarch, 2025, the Company does not have any Holding Company, one (1) Subsidiary
Company the details of which is tabulated hereunder.

Note: As per the audited balance sheet of ACS Technologies Limited, IOTIQ INNOVATIONS
PRIVATE LIMITED has been identified and declared as a material subsidiary. This classification is
based on the significance of its financial performance and/ or assets relative to the parent company,
ACS Technologies Limited. Being a material subsidiary, IOTIQ Innovations Private Limited's
financials and operations are subject to additional oversight and disclosure requirements in line with
regulatory norms to ensure transparency and effective governance. ^

16. CORPORATE GOVERNANCE

The Corporate Governance Report together with the Certificate from the Practicing Company
Secretary of the Company regarding compliance with the requirements of Corporate Governance as
stipulated SEBI (LODR) Regulations, 2015, is appended as Annexure 3 to this Report.

17. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns, etc., is provided
separately in the Annual Report and forms part of this Directors' Report.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism
for reporting illegal or unethical behavior. The Company has established a robust Vigil Mechanism
and a whistle-blower policy in accordance with provisions of the Act and Listing Regulations. Under
the whistle-blower policy, employees are free to report any improper activity resulting in violation of
laws, rules, regulations, or code of conduct by any of the employees to the Competent Authority or
Chairman of the Audit Committee, as the case may be. Any complaint received is reviewed by the
Competent Authority or Chairman of the Audit Committee as the case may be. No employee has been
denied access to the Audit Committee. The policy on Vigil Mechanism/Whistle-Blower can be
accessed on the Company's website at:

https://www.acstechnologies.co.in/assets/docs/Code%20of%20Conduct/WHISTLEBLOWER%20
%20PQL.ICYm.pdf

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale, and complexity of
its operations. To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board & to the Chairman & Managing Director of the
Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal
control system in the Company, its compliance with operating systems, accounting procedures, and
policies at all locations of the Company. Based on the report of the internal audit function, process
owners undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board. -

20. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the size, scale, and
complexity of its operations. During the year, such controls were tested, and no reportable material
weakness in the design or operations was observed. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Company has adopted
accounting policies which are in line with the Accounting Standards and the Act. These are in
accordance with generally accepted accounting principles in India. The Company has a robust
financial closure, certification mechanism for certifying adherence to various accounting policies,
accuracy of provisions and other estimates.

21. HEALTH AND SAFETY/ INDUSTRIAL RELATIONS

The company continues to accord high priority to the health and safety of employees at its corporate
office and its other locations. During the year under review, the company conducted safety training
programs for increasing disaster preparedness and awareness among all employees at the Head office.
Training programs and mock drills for safety awareness were also conducted for all employees. Safety
Day was observed with safety competition programs with aim to imbibe safety awareness among the
employees at the Head Office . During the year under review, your Company enjoyed a cordial
relationship with workers and employees at all levels.

22. OTHER INFORMATION

A. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has given Corporate guarantees to its Subsidiary IOTIQ INNOVATION PRIVATE
LIMITED on 31^st December 2024 of Rs. 2.50 crore

The Company enhances the credit facility from HDFC Bank Limited to Rs 36.50 in the financial
Year.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the
Company or to the Central Government.

B. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 or 74 of the
Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

C. DEMATERIALIZATION OF SHARES

The Equity Shares of your Company have been admitted by CDSL/ NSDL for dematerialization.

In response to the compliance with SEBI Circular SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/73
dated April 20, 2018, your company had issued 4 (four) reminders to all the Shareholders whose
shares are in physical mode and requested them to dematerialize their shares. The Board pleased
to inform that in compliance with Regulation 39 of the SEBI (LODR), Regulation, 2015 entered with
Bombay Stock Exchange Limited, the unclaimed equity shares were dematerialized and the same -
are lying in the DEMAT suspense account. Shareholders are requested to claim their shares in
DEMAT form by submitting their claims to the Company / RTA.

D. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the Listing
Regulation, the company has not constituted a risk management committee. As this Regulation is
not applicable to the Company.

E. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the period under review, ACS Technologies Limited has filed a plea on 20^th January 2025
before the Hon'ble National Company Law Tribunal (NCLT) seeking directions to Central
Depository Services (India) Limited (CDSL) to complete the corporate action in accordance with
the approved resolution plan of LN Industries India Limited. The company has requested the
Tribunal to direct CDSL to give effect to the extinguishment and cancellation of 83,82,652 equity
shares belonging to the promoters' category and to proceed with the allotment of 60,340 equity
shares to other shareholders whose shares are pledged, as mandated under the resolution plan.
Despite the plan having been duly approved under the provisions of the Insolvency and
Bankruptcy Code, CDSL has not implemented these corporate actions, prompting ACS
Technologies Limited to approach the NCLT to ensure compliance with the binding terms of the
approved resolution plan. there are no significant and material orders passed by the Regulators or

Courts or Tribunals which would impact the going concern status and the Company's future
operations.

F. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the
Company.

G. COMPLIANCE WITH SECRETARIAL STANDARD

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.

H. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the period under review, there were no application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016). O ¹

I. COST AUDIT

The provisions of Section 148 of the Companies Act, 2013 w.r.t. cost audit is not application to the
Company.

J. REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMIT OF THE CITY

The registered office of the Company is at Pardha Picasa, Level 7, Durgam Cheruvu Road,
Madhapur, Hyderabad, Telangana, India, 500081 in the local limits from its current address
w.e.f. May 6, 2024.

23. ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial
Institutions, Insurance Companies, Central and State Government Departments and the shareholders
for their support and Co-operation extended to the Company from time to time. Directors are pleased
to record their appreciation of the sincere and dedicated services of the employees and workmen at all
levels.

1

By order of the Board

For ACS Technologies Limited

Date:2805/2025

Place: Hyderabad Ashok Kumar Buddharaju ^

Chairman and Managing Director

(DIN: 03389822)