Directors Report of ACE Software Exports Ltd.

Mar 31, 2025

Your directors are pleased to present the 31^st Annual Report of Ace Software Exports Limited ("the company") together with
the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance for the year ended March 31, 2025 is summarized below:

[t in Lakhs]

Particulars	Standalone		Consolidated
	Current year	Previous Year	Current year	Previous Year
	2024-25	2023-24	2024-25	2023-24
Revenue From Operation	1155.80	820.77	3154.65	2372.31
Other Income	195.17	569.08	188.34	603.82
Total Revenue	1350.97	1389.85	3342.99	2976.13
Depreciation & Amortization	28.64	30.85	117.63	70.38
Employee Benefit Expense	341.06	283.12	1642.26	1139.69
Finance Cost	13.61	0.52	58.19	12.88
Other Expenses	735.96	602.06	1188.24	1188.13
-Total Expenses	1047.72	903.44	2694.75	2397.97
Profit before tax	303.25	486.41	648.24	578.16
Tax Expenses
(1) Current Tax	70.12	20.41	93.22	46.78
(2) Deferred Tax	-	-	(4.48)	(3.26)
Proft after Tax	233.13	466.00	559.49	534.65

CONSOLIDATED FINANCIAL STATEMENT.

As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as "Listing Regulations")
and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial
Statements of the Company for the financial year 2024-25 have been prepared in compliance with applicable Accounting
Standards and on the basis of audited financial statements of the Company and its subsidiaries, as approved by the
respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

STATE OF COMPANY''S AFFAIRS

During the financial year 2024-25, your Company recorded a robust growth in its operating revenues. On a standalone basis,
revenue from operations increased to 51155.80 lakhs as compared to 5820.77 lakhs in the previous year, reflecting a growth
of over 41%. On a consolidated basis, the revenue from operations stood at 53154.65 lakhs as against 52372.31 lakhs in the
previous year, registering an increase of around 33%. This growth demonstrates the continued strength of the Company''s
core business operations.

However, Other Income during the year declined, with standalone Other Income falling from 5569.08 lakhs to 5195.17 lakhs
and consolidated Other Income reducing from 5603.82 lakhs to 5188.34 lakhs. The higher Other Income reported in FY
2023-24 was primarily on account of the sale of immovable property by the Company. This reduction impacted the overall
profitability on a standalone basis. Total expenses also increased in line with the business expansion; however, the increase
in expenses was proportionately lower than the revenue growth, thereby reflecting improved cost absorption.

As a result, the standalone profit before tax declined from 5486.41 lakhs in the previous year to 5303.25 lakhs during the
year under review, primarily due to lower other income and higher tax outgo. On the other hand, the consolidated profit
before tax improved from 5578.16 lakhs to 5648.24 lakhs, supported by a strong contribution from subsidiary operations.

Tax expenses have also increased significantly in both standalone and consolidated results, attributable to the higher
profitability.

Overall, while the standalone performance of the Company was impacted due to a reduction in other income, the consolidated
results reflect resilience and growth, largely driven by the performance of subsidiaries. The management remains committed
to sustaining the revenue growth momentum, improving operational efficiencies, and enhancing shareholder value in the
coming years.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to reserves.

DEPOSITS

The Company has not accepted any deposits under Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. Further, there are no outstanding deposits that are not in compliance with Chapter V
of the Act.

CHANGE IN THE NATURE OF BUSINESS, IF ANY;

The Company, pursuant to approvals by the Board and Shareholders, completed strategic investments to strengthen its
business:

? Invested 512.90 crore in Ace Infoway Private Limited, acquiring 60% of its equity from existing shareholders. With this
investment, AIPL is now a wholly-owned subsidiary of the Company;

? Invested 514.44 crore in QeNomy Digital LLP to acquire 60% additional stake making it a wholly owned by the Company

? Invested 52.86 crore in QeCAD Studio LLP to acquire 60% additional stake making it a wholly owned by the Company; and

? Successfully completed a Rights Issue of equity shares aggregating 549.92 crore to eligible shareholders.

These investments and the Rights Issue have enhanced the Company''s presence in digital and technology initiatives and
augmented its capital base for future growth.

ISSUE OF EQUITY SHARES ON RIGHTS BASIS

During the year under review, your Company has undertaken a Rights Issue to raise capital. The key details of Rights Issue
are as under:

Issue Size: Rs. 49.92 Crore

Entitlement Ratio - 1 Rights Equity Share for every 1 Fully paid-up Equity Shares held by eligible shareholders on the record
date.

Number of Rights Equity Shares allotted: 64,00,000 shares.

Price of Rights Equity Shares: 578 per Rights Equity Share when fully paid-up, including a premium of 568 per Rights
Equity Share.

Objects of the Issue:

1. Acquisition of balance 60% equity shares of Ace Infoway Private Limited from its existing shareholders;

2. Investment in QeNomy Digital LLP by way of capital contribution;

3. Investment in QeCAD Studio LLP by way of capital contribution;

4. Additional investment in AQE Techtools Private Limited by way of subscription of equity shares; and

5. General Corporate Purposes.

Payment terms: On application, 539 (comprising 55 towards paid-up value and 534 towards premium) per Rights
Equity Share was paid. The Board of Directors at its meeting held on January 15, 2025, had made the first and final call of
539 (comprising 55 towards paid-up value and 534 towards premium) per Rights Equity Share as on the record date of
January 24, 2025. Out of the total partly paid-up shares allotted; the Company has received the first and final call money
on 63,65,904 shares. The Board of Directors of the Company at their meeting held on May 30, 2025 approved forfeiture of
34,096 on which first and final call money was not received.

CHANGES IN PAID-UP SHARE CAPITAL

During FY 2024-25, the Company issued 64,00,000 partly paid-up equity shares of face value of 510 each. The paid-up
share capital of the Company as at March 31, 2025 was as under:

Particulars	No. of Equity Shares (Face Value of 510 each)	Paid-up Value (in 5)	Amount (5 in Cr)
Fully paid-up	1,25,83,329	10	12,58,33,290
Shares on which first and Final call remains unpaid	2,16,671	5	10,83,355
TOTAL	1,28,00,000	-	12,69,16,645

The Company has not issued:

? Any shares with differential rights as to dividend, voting, or otherwise;

? Any sweat equity shares

DIVIDEND

The board of directors of your company does not recommend any dividend for the year.

RELATED PARTY TRANSACTION

During the year under review, the Company has undertaken transactions with related parties as defined under Section
2(76) of the Companies Act, 2013, read with the Companies (Specification of Definitions Details) Rules, 2014, SEBI (LODR)
Regulations, and the applicable Accounting Standards. All such transactions were carried out in the ordinary course of
business and on an arm''s length basis, in line with the Company''s Policy on Related Party Transactions.

All contracts/ arrangements/ transactions entered by the Company with the related parties were in the ordinary course of
business and on an arm''s length basis. In accordance with the provisions of Section 134(3)(h) of the Act, the particulars of
such RPTs as required under Section 188(1) of the Act are disclosed in Form AOC-2, which forms part of this Report and is
annexed hereto as Annexure 5.

The details of related party transactions, as mandated under the applicable Accounting Standards, have been disclosed in
the notes to the financial statements forming part of this Annual Report.

Pursuant to Regulation 23 of the SEBI (LODR) Regulations, the Company has adopted a Related Party Transactions Policy,
which is available on its official website: https://www.acesoftex.com/investor-relations.html

DISCLOSURE OF LOANS, GUARANTEES AND INVESTMENTS.

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the
Notes to the Standalone Financial Statements forming part of Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. DIRECTORS:

As on March 31, 2025, the Company has Eight Directors of which 4 are Non-Executive Directors. The Company has 4
Independent Directors (including One Independent Woman Directors). In accordance with the provisions of Section 152 of the
Act and Articles of Association of the Company, Mr. Vikram Sanghani (DIN: 00183818), Whole-time Director of the Company,
retires by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment. An ordinary
resolution in this regard has been proposed for approval of the members which forms part of the AGM Notice.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meetings
during the FY 2024-25 had inter alia considered and approved the following appointments:

a. Mr. Amit M. Mehta (DIN: 00432898) as a Managing Director and CEO to hold office for a term of five consecutive years
from August 1, 2024 upto and including July 31, 2029;

b. Mr. Vikram B. Sanghani as a Whole Time Director to hold office for a term of five consecutive years from August 1, 2024
upto and including July 31, 2029;

c. Mr. Sanjay H. Dhamsania as a Whole Time Director to hold office for a term of five consecutive years from August 1, 2024
upto and including July 31, 2029;

d. Mr. Rahul J. Kalaria as a Whole Time Director to hold office for a term of five consecutive years from August 1, 2024 upto
and including July 31, 2029;

e. Mr. Divyesh Aghera (DIN: 09308587) as a Non-Executive, Independent Director to hold office for a term of five consecutive
years from August 1, 2024 upto and including July 31, 2029.

f. Mr. Sanjiv Punjani (DIN: 00418869) as a Non-Executive, Independent Director to hold office for a term of five consecutive
years from August 1, 2024 upto and including July 31, 2029.

g. Mrs. Malini Shah (DIN: 10721410) as a Non-Executive, Independent Director to hold office for a term of five consecutive
years from August 1, 2024 upto and including July 31, 2029.

h. Mr. Dharmesh Dadhania (DIN: 10720100) as a Non-Executive, Independent Director to hold office for a term of five
consecutive years from August 9, 2024 upto and including August 08, 2029.

The shareholders at their Annual General Meeting held on September 30, 2024 have approved the aforesaid appointments.

Mr. Dharamshi Vadalia (DIN: 00015165), Mr. Pratik Dadhania (DIN: 02931106) & Mr. Vimal Kalaria (DIN: 00029395) ceased
to be an Independent Director of the Company from the close of business hours on August 08, 2024 due to completion of
second term as an Independent Director.

Mrs. Dhara Shah (DIN: 06983857) ceased to be an Independent Director of the Company from the close of business hours
on September 28, 2024 due to completion of second term as an Independent Director.

Throughout their tenure, their strategic vision and unwavering commitment had significantly strengthened the governance
framework of the Company and its subsidiaries.

Independent Directors meet the required criteria of independence, as per the Act and SEBI Listing Regulations. The
declarations from the Independent Directors and the Board''s opinion on their integrity, expertise, and experience instil
confidence in their ability to fulfil their duties. Independent Directors of the Company are registered on the Independent
Director Databank maintained by the Indian Institute of Corporate Affairs ("IICA").

2. KEY MANAGERIAL PERSONNEL:

Pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended), the following are the Key Managerial Personnel (KMP) of the Company:

1) Mr. Amit M. Mehta - Managing Director and Chief Executive Officer (CEO)

2) Mr. Vikram B. Sanghani - Chairman Emeritus and Whole Time Director

3) Mr. Sanjay H. Dhamsania - Whole Time Director

4) Mr. Rahul J. Kalaria - Whole Time Director

5) Mr. Jyotin B. Vasavada - Chief Financial Officer

6) Mrs. Mansi Patel - Company Secretary and Compliance Officer

BOARD EVALUATION, POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India
on January 5, 2017

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the
Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis
of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration
Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being
evaluated.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors
(including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and
Executive Directors.

The link of policy of the company on director''s appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is as under;

https://www.acesoftex.com/investor-relations.html

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by
the board. The board approved the evaluation results as collected by the nomination and remuneration committee.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure - 3 to the Board''s report.

There are no employees in the Company drawing remuneration who are in receipt of remuneration of Rs. One Crore and Two
lakh or more, or employed for part of the year and in receipt of Rs. Eight lakh and Fifty Thousand or more a month, under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts
are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same
may write to the Company Secretary.

BOARD AND COMMITTEE MEETINGS

The details of meetings of the Board of Directors and its various Committees, including their composition, are provided in the
Corporate Governance Report, which forms an integral part of this Annual Report. The time gap between two consecutive
meetings was within the statutory limits prescribed under Section 173 of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

STATUTORY AUDITORS

J.A. Sheth & Associates, Chartered Accountants (Firm Reg. no. 119980W) appointed as Auditors of the Company, for a term
of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2022. They have confirmed that they are
not disqualified from continuing as Auditors of the Company. The requirement to place the matter relating to appointment
of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with
effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at
the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Notes on financial statement referred to in the Auditors'' 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.

SECRETARIAL AUDITOR

Pranay Mandhana & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the
Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The secretarial audit report for FY 2024-25 forms part of the Annual Report as Annexure-1 to the Board''s report. The
Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDIT /RECORDS

Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013

SUBSIDIARIES.

As on March 31, 2025, the Company has the following wholly owned subsidiaries:

1) AQE Techtools Private Limited - 100% Holding Percentage

2) QeCAD Studio LLP - 100% Holding Percentage

3) QeNomy Digital LLP - 100% Holding Percentage

Subsidiaries

4) Ace Infoway Private Limited - 40% Holding Percentage

5) Ace Infoworld Private Limited - 98.62% Holding Percentage

Step Down Subsidiary

1) QeDigital Australia Pty Ltd - 65% Holding Percentage by Ace Infoway Private Limited
Step Down Wholly Owned Subsidiary

1) CameraReadyArt.com INC - 100% Holding Percentage by QeNomy Digital LLP

r ^ Ace Software Exports Limited

\

QeNomy Digital LLP 100% ^_J

/ S Ace Infoworld Private Limited 98.62% J

r \ Ace Infoway Private Limited 40% s._j

AQE Techtools Private Limited 100% c j

/ \ QeCAD Studio LLP 100% ^ j

_L

r \ CameraRadyArt.com Inc 100% v J

QeDigital Australia Pty Ltd 65% v J

r \ QeRadol Inc 50%

In compliance with Regulation 16(c) of the SEBI (LODR) Regulations, the Company has adopted a Policy on Determining Material
Subsidiary, which is also available on the Company''s website. Based on the audited financial statements for the year ended
March 31, 2025, Ace Infoway Private Limited qualifies as a material subsidiary of the Company. Policy on Material Subsidiary
is uploaded on the website of the Company at https://www.acesoftex.com/investor-relations.html. As per Regulation 24A of
Listing Regulations, the Secretarial Audit Report of AIPL is annexed as Annexure - 2

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial
Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1
is annexed herewith as Annexure - 4.

Financial Statements of the above-mentioned subsidiary companies are kept open for inspection by the Members at
the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM
between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of
the said Financial Statements may write to the Company at its Registered Office. The Financial Statements including the
Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on
website of the Company at https://www.acesoftex.com/investor-relations.html

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment.
All employees are covered under this policy.

The following is the summary of the complaints received and disposed of during the financial
Year 2024-25:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

VIGIL MECHANISM// WHISTLE-BLOWER POLICY

The Company has established a whistle blower policy and also established a mechanism for directors and employees to
report their concerns. The same has been uploaded on the website of the company link to open the policy is https://www.
acesoftex.com/investor-relations.html

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by board in (a) Overseeing and approving the
Company''s enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have
been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those
risks. The Company''s management systems, organizational structures, processes, standards, code of conduct that governs
how the Company conducts the business and manages associated risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such
controls were tested and no reportable material weakness in the design or operation was observed.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5), of the Companies Act, 2013 with respect to Director''s Responsibility
Statements, it is hereby confirmed

that -

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read
with requirements set out

b. under Schedule III to the Act, have been followed and there are no material departures from the same;

c. the Directors have 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 at March 31,
2025 and of the profit of the Company for the year ended on that date;

d. the Directors have 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;

e. the Directors have prepared the annual accounts on a ''going concern'' basis;

f. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance system established and maintained by the Company,
work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by
the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2024-25.

CORPORATE GOVERNANCE REPORT

The equity shares of the Company are listed on BSE Limited and with effect from March 14, 1996

Ace Software Exports Limited remains committed to upholding the highest standards of corporate governance, as laid
down under the Securities and Exchange Board of India (SEBI) regulations and the Companies Act, 2013. The Company
recognizes that good governance is a key driver of sustainable growth and is fundamental to enhancing stakeholder value.
Our governance practices are founded on the principles of transparency, accountability, integrity, and ethical conduct.

In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed Report on Corporate Governance forms an integral part of this Annual Report. The report
outlines the Company''s governance framework, disclosures, and practices that reflect our continued commitment to comply
with the requirements prescribed by SEBI.

Further, a certificate from M/s. Pranay Mandhana & Associates., Practicing Company Secretaries, Nagpur, confirming
compliance with the conditions of corporate governance as stipulated under the SEBI (LODR) Regulations, 2015, has been
obtained. The said certificate is annexed to the Corporate Governance Report and forms part of this Annual Report.

LISTING

The Equity Shares of the Company are listed on the BSE Limited (BSE), which provide nationwide trading terminals. The
Company has duly paid the annual listing fees for the Financial Year 2025-26 to BSE.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the
financial year ended March 31, 2025, is available on the Company''s Website http://acesoftex.com/investor-relations.

This disclosure reaffirms the Company''s commitment to maintaining transparency and facilitating easy access to statutory
information for all stakeholders.

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

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must
encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required
to be disclosed under the Act, are as under;

(A) Conservation of energy

o the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also
because it is a global imperative. We have ensured that the following measures are institutionalized across all our
facilities:

I. Optimal cooling of work areas and data centers.

II. Switching off computers when not in use.

III. Utilization of lights and standalone air conditioners only when required.

IV. Minimal usage of AC s and lights during weekend.

o the steps taken by the company for utilizing alternate source of energy& Capital investment on energy conservation
Equipment''s

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and
be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption: -

the efforts made towards technology absorption, benefit derives & Research and Development

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.
The Company''s operations do not require significant import of technology. Company has not incurred any expenses for
research and development.

(C) Foreign exchange earnings and outgo: -

Particulars	2024-25	2023-24
Foreign Exchange earning	USD 986326.65 INR 8,31,20,044.19 GBP 2227.20 INR 2,34,364.10 AUD 1,60,322 INR 88,21,542	USD 9,28,007.40 INR 7,67,05,204 GBP 2350.44 INR 2,44,838
Foreign Exchange Outgo	NA	(GBP 378) (INR 40,752)

GENERAL

Your directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction
on these items during the year under review:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company''s operations in future.

2. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the
Financial Year 2024-25.

3. During the year, the Company is not required to avail credit rating(s) of Securities. The Company has complied with
applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

CAUTIONARY STATEMENT

Statements made in this Report and in the Management Discussion & Analysis Report describing the Company''s objectives,
expectations, or forecasts may be forward-looking in nature. Actual results may differ materially due to various factors
including changes in government regulations, tax regimes, economic conditions, and other external influences.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors,
banks, regulatory and governmental authorities. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by the executives, staff of the Company

---

Mar 31, 2024

Your directors are pleased to present the Thirtieth Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS

The Company''s financial performance, for the year ended March 31,2024 is summarized below;

(Rs. Lacs)
Sr. No.	Particulars	Standalone		Consolidated
		2023-24	2022-23	2023-24	2022-23
1.	Revenue from operation	820.77	820.08	2372.31	1032.35
2.	Other income	569.08	34.62	603.82	43.95
3.	Total Revenue	1389.85	854.71	2976.13	1076.31
4.	Depreciation & Amortization	30.85	23.98	70.38	57.76
5.	Employee Benefit expenses	283.12	279.15	1139.69	347.88
6.	Finance Cost	0.52	0.39	12.88	7.07
7.	Other expenses	602.06	548.73	1188.13	658.65
8.	Profit/(loss) before tax (PBT)	486.40	9.84	578.16	12.33
9.	Taxation	20.41	0	43.52	0.85
10.	Profit/(loss) After Tax (PAT)	465.99	9.84	534.65	11.48

• Standalone Revenues of the Company during financial year 2023-24 was Rs. 820.77 Lacs, a increase of 0.08% from the previous year. There has been an increase in the other income of the company. That is mainly due to the sale of land located at the Munjka, Rajkot by the Company in the financial year 2023-24.

• Consolidated Revenues of the Company during financial year 2023-24 was Rs. 2372.31 lacs, an increase of 129.80% from the previous year. The sudden increase in the consolidated revenue is due to the acquisition of the 40% stake in the Ace Infoway Private Limited, engaged in the Web/Software Services for the last 23 years and catering to various industry verticals across the globe as an offshore development center along with consulting & creating unique business solutions. The accounts of the Ace Infoway Private Limited has been consolidated along with the Ace Infoworld Private Limited. Hence, there is an increase in the consolidated revenue of the company.

TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves.

DIVIDEND:

The board of directors of your company does not recommend any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the C ompany and its subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

• In April 2024, there was a significant change in the management of the Company due to an open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, triggered pursuant to the execution of the Share Subscription Agreeme nt (“SSA”) dated January 06, 2024 amongst the Company, Amit Mansukhlal Mehta and Vaishali Amit Mehta which approved by the Board of Directors of the Com pany, at its meeting held on January 06, 2024 in terms of which, the Company issued and allotted collectively 12,47,360 Equity Shares representing 19.49% of the Equity Share Capital on preferential basis to Amit Mansukhlal Mehta and Vaishali Amit Mehta in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder and Chapter V of the SEBI (ICDR) Regulations. As a consequence, Amit Mansukhlal Mehta and Vaishali Amit Mehta were classified as the Promoters along with the existing Promoter and Promoter Group of our Company. The Company has issued total 17,20,000 shares (including 12,47,360 shares issued to Amit Mansukhlal Mehta and Vaishali Amit Mehta) in the Promoter and Non promoter Category through preferential issue amounting to Rs. 6,02,00,000/- in FY 2023-24.

• With the intention of growth and business diversification, The Company has acquired 40% shareholding vide agreement dated January 06, 2024 in Ace Infoway Private Limited (“AIPL”), a company engaged in the business of product engineering, digital transformation, integ rations, data analytics, machine learning (ML), web & mobile application development, website development, platform migrations, ecommerce development and cloud development.

• The Company has also acquired 40% capital contribution of QeNomy Digital LLP (“Qenomy”), an LLP engaged in the business of we b/software development, mobile applications, digital marketing and other allied IT Services. The firm operates through its four distinct brands i.e QeRetail, QeClick, QeInbox & CameraReadyArt catering to clients from across the globe such as U.S., Uk, Australia.

• The Company has also acquired 40% capital contribution of QeCAD Studio LLP (“QeCAD”), an LLP engaged in the business of delivering architectural CAD, BIM and rendering digital solutions, 3D modeling globally such as U.S., UK, Australia.

• By such acquisition, AIPL have become the subsidiary of the Company and QeNomy and QeCAD have become controlled entity.

• Further the Board of the Company at their meeting held on the June 05, 2024 and Shareholders at their extra ordinary general meeting held on 5^th July, 2024 approved the further investment of ? 12,90,00,000 (Rupees Twelve Crore Ninety Lakhs Only) in Ace Infoway Private Limited (“AIPL”) by way of purchase of 1,20,000 equity shares representing 60% of equity share capital of AIPL from the existing shareholders of the AIPL; further investment of ? 14,44,52,400/- (Rupees Fourteen Crores Fourty-Four Lakhs Fifty-Two Thousand Four Hundred Only) into QeNomy Digital LLP, a limited liability partnership (“Qenomy”) for acquiring up to 60% additional share in the Qenomy; and further investment of ? 2,86,34,400/- (Rupees Two Crores Eighty-Six Lakhs Thirty-Four Thousand Four Hundred Only) into QeCAD Studio LLP, a limited liability partnership (“QeCAD”) for acquiring up to 60% additional share in the QeCAD.

• Further the Board of the Company at their meeting held on the June 05, 2024 and Shareholders at their extra ordinary general meeting held on 5^th

July, 2024 approved the issue of fully paid-up Equity Shares of the face value of ?10/- each for an amount aggregating up to ?50 Crores to all the

eligible equity shareholders of the Company on a rights basis (“Rights Issue”).

• The Company incorporated a wholly-owned subsidiary, Aqe Techtools Private Limited, on July 4, 2024. Aqe Techtools will focus on developing

cutting-edge digital products, including software, web, mobile, and SaaS-based solutions, serving the engineering, manufacturing, retail, and healthcare sectors. The Board approved a further investment of Rs. 8 crores in Aqe Techtools through fresh capital infusion during their meeting held on July 30, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Company''s operations in future.

FIXED DEPOSITS/DETAILS OF DEPOSIT

The Company has not accepted any fixed deposits under chapter V of companies Act, 2013 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website on http://www.acesoftex.com/investor-relations.html

BOARD OF DIRECTORS AND MEETING:
Name of Directors Founder and Executive/Director	Designation	Age	Qualification	Other Directorship in Company	Membership of Committee in other Public Limited Companies
Mr. Amit M. Mehta(a) DIN: 00432898	Managing Director and CEO(a)	50	BBA	Ace Infoway Private Limited Aqe Techtools Private Limited
Mr. Rahul J. Kalaria(b) DIB: 00432774	Whole Time Director(b)	55	Bachelor of Engineering (Computer Science)	Ace Infoway Private Limited Aqe Techtools Private Limited
Mr. Vikram B. Sanghani(c) DIN: 00183818	Whole Time Director(c)	61	MBA (Finance)	Ace Infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Asso. Pvt. Ltd. Ace Riverside Pvt. Ltd. Aqe Techtools Private Limited Neorajkot Foundation Sanghani Foundation
Mr. Sanjay H. Dhamsania(d) DIN: 00013892	Whole Time Director(d)	62	MS (Computer Science)	Ace Infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Asso. Pvt. Ltd. Ace Riverside Pvt. Ltd.
Independent & NonExecutive Director	Designation	Age	Qualification	Other Directorship
Mr. Pratik C. Dadhania(e) DIN: 02931106	Director	51	Graduate in Architecture	Pujam Infrastructure Private Limited	-
Mr. Vimal L. Kalaria(f) DIN: 00029395	Director	50	Post Graduate Diploma in Finance	-	-
Mr. Dharamshibhai R. Vadalia(g) DIN: 00015165	Director	71	Under Graduate	Dipak Agro Oil Mill Pvt. Ltd.
Ms. Dhara S. Shah DIN: 06983857	Director	34	B. Com, CS, LL. B	Mayur Floorings Limited Vishal Fabrics Limited Fairdeal Components Limited Nandan Terry Limited	Vishal Fabrics Ltd. Audit Committee NRC (Chairperson) SRC CSR Mayur Floorings Ltd. Audit Committee NRC (Chairperson) SRC (Chairperson)
Mr. Divyesh Aghera (h) DIN: 09308587	Additional Director(h)	54	Diploma in Engineering	Gautam Mobile Covers Private Limited
Mr. Sanjiv Punjani (i) DIN: 00418869	Additional Director(i)	56	Chartered Accountant	Sunflower Apparels Private Limited Power Source Engine Parts Private Limited Arvindbhai Maniar Charitable Foundation Keynote Consultancy Private Limited Flamingo Auto Parts Private Limited
Mrs. Malini Shah ® DIN: 10721410	Additional Director®	52	MBA
Mr. Dharmesh Dadhania (k) DIN: 10720100	Additional Director(k)	48	Chartered Accountant

Notes:

^(a) Appointed as Additional Director w.e.f. 30th May, 2024 and appointed as Managing Director and CEO of the Company w.e.f. 1st August 2024 subject to approval of members

^(b) Appointed as Additional Director w.e.f. 30th May, 2024 and appointed as Whole Time Director of the Company w.e.f. 06^th September, 2024 subject to approval of members

^(c) & ^(d) Appointed as Whole Time Directors on the Board of the Company w.e.f. 1st August, 2024 (Change in designation from Jt. Managing Director to Whole Time Director) subject to approval of members

^{(e) to (g)} Completion of the second term of five years on 8th August, 2024.

^{(h) to (j)} Appointed as Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 1st August, 2024 subject to approval of members ^(k) Appointed as Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 9th August, 2024 subject to approval of members

Six board meetings were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, September 05, 2023, November 10, 2023, January 06, 2024 and February 12, 2024.

Name of Directors	Designation*	No. of Meetings		Whether attended last AGM held on September 28,2023
		Held	Attended
Vikram B. Sanghani	Jt. Managing Director	6	6	Yes
Sanjay H. Dhamsania	Jt. Managing Director	6	6	Yes
Vimal L. Kalaria	Independent Director	6	6	Yes
Dharamshi R. Vadalia	Independent Director	6	6	Yes
Pratik C. Dadhania	Independent Director	6	6	Yes
Dhara Shah	Independent Director	6	5	No

*There has been change in the Designation of the Jt. Managing Director after the completion of FY 2023-24. The same has been mentioned in the “BOARD OF DIRECTORS AND MEETING” point.

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties.

Meeting of Independent Directors was held on March 19, 2024.

Terms and conditions of appointment of independent directors uploaded on the website of the company.

https://www.acesoftex.com/uploads/Independent-Director/Brief%20Profile%20and%20Terms%20and%20Conditions%20of%20appointment.pdf

COMMITTEE

Audit committee:

The Committee''s composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 201 3 and Regulation 18 of the Listing Regulations. Members of the Audit Committee possess requisite qualifications.

Six meetings of Audit Committee were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, September 05, 2023, November 10, 2023, January 06, 2024 and February 12, 2024.

Name	Designation	No. of Meetings
		Held	Attended
Vimal Kalaria (Non-Executive Independent Director)	Chairman	6	6
Dharamshi Vadalia (Non-Executive Independent Director)	Member	6	6
Pratik Dadhania (Non-Executive Independent Director)	Member	6	6

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Audit Committee w.e.f. 9th August, 2024 as under: -

Name	Designation
Sanjiv Punjani (Additional Non-Executive Independent Director)	Chairman
Malini Shah (Additional Non-Executive Independent Director)	Member
Divyesh Aghera (Additional Non-Executive Independent Director)	Member

Nomination and Remuneration Committee (NRC):

The Committee''s composition and terms of reference are in compliance with provisions of the Companies Act, 2013, Regulation 1 9 of the Listing Regulations.

NRC identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carries out evaluation of every director''s per formance and works as per the policy formulated thereof._

Five meetings were held during the year ended on March 31,2024. These were held on May 30 2023, August 14 2023, September 05 2023, November 10 2023 and February 12, 2024.

Name	Designation	No. of Meetings
		Held	Attended
Vimal Kalaria (Non-Executive Independent Director)	Chairman	5	5
Dharamshi Vadalia (Non-Executive Independent Director)	Member	5	5
Pratik Dadhania (Non-Executive Independent Director)	Member	5	5

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30^th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Nomination and Remuneration Committee w.e.f. 9^th August, 2024 as under;

Name	Designation
Malini Shah (Additional Non-Executive Independent Director)	Chairman
Dharmesh Dadhania (Additional Non-Executive Independent Director)	Member
Divyesh Aghera (Additional Non-Executive Independent Director)	Member

Stakeholders Relationship Committee

The Committee''s composition and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 the Listing Regulations. Constituted for considering and resolving grievances of security holders and dissemination of information to shareh olders.

Four meetings were held during the year ended on March 31,2024. These were held on May 30, 2023, August 14, 2023, November 1 0, 2023 and February 12, 2024.

Name	Designation	No. of Meetings
		Held	Attended
Dharamshi Vadalia (Non-Executive Independent Director)	Chairman	4	4
Pratik Dadhania (Non-Executive Independent Director)	Member	4	4
Vikram Sanghani (Executive Director)	Member	4	4
Sanjay Dhamsania (Executive Director)	Member	4	4

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) has expired on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024.

Subsequently, the Board at their meeting held on the 30^th July, 2024, appointed new Independent Directors on the Board of the Company and reconstituted Stakeholders Relationship Committee w.e.f. 9^th August, 2024 as under;

Name	Designation
Malini Shah (Additional Non-Executive Independent Director)	Chairman
Dharmesh Dadhania (Additional Non-Executive Independent Director)	Member
Vikram Sanghani (Executive Director)	Member
Amit Mehta (Executive Director)	Member

Risk Management Committee

The Committee''s composition and terms of reference are in compliance Regulation 21 of the Listing Regulations.

The Risk Management Committee (“RMC”) supports the Board of Directors at Ace Software Exports Limited by identifying, evaluating, and addressing strategic, operational, and external risks. Additionally, the RMC is responsible for overseeing and approving the company''s overall risk management framework and practices.

The Board at their meeting held on 30^th July, 2024 constituted Risk Management Committee w.e.f. 1^st August, 2024 as under

Name	Designation
Malini Shah (Additional Non-Executive Independent Director)	Chairman
Sanjiv Punjani (Additional Non-Executive Independent Director)	Member
Divyesh Aghera (Additional Non-Executive Independent Director)	Member

AUDITORS

STATUTORY AUDITOR

J.A. Sheth & Associates, Chartered Accountants (Firm Reg. no. 119980W) appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Notes on financial statement referred to in the Auditors'' 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.

SECRETARIAL AUDITOR

Sheikh Rathod Mishra & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The secretarial audit report for FY 2023-24 forms part of the Annual Report as Annexure-1 to the Board''s report. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

SUBSIDIARIES:

The Company has 2 Subsidiaries as on the March 31, 2024. During the year, the Board of Directors (‘the Board'') reviewed affairs of the subsidiaries. In accordance with section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further, a statement of our subsidiaries containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended to the consolidated financial statements and hence not repeated here for the sake of brevity. Further, pursuant to the provisions of section 136 of the Act, the financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the company.

Further the Company has adopted a Policy in line with the requirements of the Listing Regulations. The objective of this policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy on Material Subsidiary is available on the website of the Company http://acesoftex.com/uploads/Policies/Policv%20on%20Material%20Subsidiarv.pdf

The Company has acquired 40% stake in the Ace Infoway Private Limited in February 2024. Pursuant to the said acquisition, Ace Infoway has become subsidiary of the Ace Software.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively, have been duly followed by the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees for the purpose of attending meetings of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

During the year 2023-24, the Company has not given any loan.

The Company has invested Rs. 8.60 crores in Ace Infoway Private Limited in Feb 2024, Rs. 2.86 crores in QeCAD Studio LLP in Feb 2024, and Rs. 9.63 crores in QeNomy Digital LLP in Apr 2024, acquired a 40% stake in each.

Details of investment are provided in the note no. 4 and 7 of Financial Statements.

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

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are as under;

(A) Conservation of energy

- the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative. We have ensured that the following measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and standalone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy& Capital investment on energy conservation Equipments

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption: -

- the efforts made towards technology absorption, benefit derives & Research and Development

i. The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology. Company has not incurred any expenses for research and development.

(C) Foreign exchange earnings and outgo: -

Particulars	2023-24	2022-23
Foreign Exchange earning	USD 9,28,007.40	USD 9,52,590.20
	INR 7,67,05,204	INR 7,61,97,055
	GBP 2350.44
	INR 2,44,838
Foreign Exchange Outgo	(GBP 378)	(GBP 3545)
	(INR 40,752)	(INR 3,40,184)

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by board in (a) Overseeing and approving the Company''s enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company''s management systems, organizational structures, processes, standards, code of conduct that governs how the Company conducts the business and manages associated risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Our company has not triggered any of the above limits; hence, no committee in this regard has been constituted.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company as on March 31,2024 are:

Mr. Vikram B. Sanghani Jt. Managing Director Mr. Sanjay H. Dhamsania Jt. Managing Director Mr. Jyotin B. Vasavada Chief Financial Officer Ms. Mansi D. Patel Company Secretary & Compliance Officer

The Board at their meeting held on 30^th May, 2024, appointed Mr. Amit Mehta and Mr. Rahul Kalaria as the Additional Directors on the Board of the Company.

The Board at their meeting held on 30^th July, 2024 appointed Mr. Amit Mehta as a Managing Director and CEO of the Company and approved the change in designation of Mr. Vikram B. Sanghani and Mr. Sanjay Harilal Dhamsania as Whole Time Directors from Jt. Managing Director of the Company w.e.f. 1^st August, 2024. The Board at their meeting held on 06^th September, 2024 approved the change in designation of Mr. Rahul Kalaria to Whole Time Director of the Company.

Further, The Board has appointed Mr. Divyesh Aghera, Mr. Sanjiv Punjani and Mrs. Malini Shah as the Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 1^st August, 2024 and Mr. Dharmesh Dadhania as an Additional Non-Executive Independent Directors on the Board of the Company w.e.f. 9^th August, 2024.

The second term of office of Mr. Dharamshi Vadalia (DIN:00015165), Mr. Pratik Dadhania (DIN: 02931106) and Mr. Vimal Kalaria (DIN: 00029395) has completed on the 8th August, 2024. As per the requirements of the Companies Act, 2013, Independent Directors can serve only two terms on the Board of the Company. Accordingly, their tenure as Independent Directors has concluded on August 08, 2024. The Board Members placed on record their appreciation for the remarkable support and guidance provided by Mr. Dharamshi Vadalia, Mr. Pratik Dadhania and Mr. Vimal Kalaria, and for their active participation in all the decision-making processes of the Board and the Committee of the Board.

RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013, Vikram Bhupatbhai Sanghani and Sanjay Harilal Dhamsania, Directors are liable to retire by rotation and being eligible offer themselves for re-appointment. Appointment is recommended by Nomination and Remuneration Committee.

BOARD’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under s ection 134(5), of the Companies Act, 2013 with respect to Director''s Responsibility Statements, it is hereby confirmed that -

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have 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 at March 31,2024 and of the profit of the Company for the year ended on that date;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a ‘going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective durin g FY 2023-24.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective durin g FY 2023-24.

BOARD EVALUATION, POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was

evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The link of policy of the company on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is as under;

www.acesoftex.com/uploads/Policies/Policv%20for%20selection%20of%20Directors%20and%20determining%20Director''s%20Independence. pdf www.acesoftex.com/uploads/Policies/Remuneration%20policv%20of%20Directors.%20KMP%20and%20other%20emplovees.pdf

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The board approved the evaluation results as collected by the nomination and remuneration committee.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -2 to the Board''s report.

There are no employees in the Company drawing remuneration who are in receipt of remuneration of "One Crore and Two lakh or more, or employed for part of the year and in receipt of "Eight lakh and Fifty Thousand or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.acesoftex.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual harass ment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed of during the financial Year 2023-24:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is http://acesoftex.com/investor-relations.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and prior appro val of Audit Committee, Board of Directors and members were obtained whenever required.

The details of the related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure -3.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

GENERAL INFORMATION

AGM held during the financial year 2023-24: 28^th September, 2023 EGM held during the financial year 2023-24: 2^nd February, 2024 Stock Exchange where the shares of the company are listed: BSE Ltd.

Scrip Code of the Company: 531525

All the information related to companies, its policies, quarterly financial result, Annual Reports of the Company and its subsidiaries, shareholding pattern and other documents filed with BSE are uploaded on the website of the company i.e. http://acesoftex.com/investor-relations

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Overview of the Industry

Global

The global economy has recovered better than expected from challenges like the Russia-Ukraine conflict, inflation, and high living costs. Central banks'' practical steps to tighten monetary policies, ease supply conditions, and encourage moderation among businesses have led to faster-than-anticipated drops in inflation, reducing the risk of a severe economic downturn.

Despite these improvements and significant advancements in Artificial Intelligence, sluggish global economic activity, tight financial conditions, geopolitical tensions, and social issues continue to affect the growth outlook for 2024. According to a survey by the World Economic Forum''s Chief Economists, there is optimism about AI''s potential to enhance productivity and innovation in high-income economies.

In the US, despite unexpected growth in 2023, overall economic expansion was moderated by fiscal and monetary policy tightening and a softer labour market. Consumer spending was a key driver of economic activity. The Federal Reserve expects a modest interest rate cut from mid-2024, but rates are projected to remain around 4% through the end of the year.

The Euro area, particularly Germany, struggled in 2023 due to slow growth worsened by the Ukraine conflict. However, recovery is expected in 2024 with lower inflation and energy costs.

India and China are anticipated to experience growth supported by increased government spending and domestic demand. However, China faces challenges such as corrections in its housing market and geo-economic risks in the medium term. High local government debt and the expansion of shadow banking limit policy options to address economic slowdowns and financial instability.

Looking ahead, global productivity will benefit from technological advancements. However, policies that enhance growth quality are crucial to restore global dynamism and balance income disparities. Focus areas include appropriate fiscal and monetary policies, improving education outcomes, and ensuring economic resilience against future shocks, while attracting investments to support green transitions.

India

India remains one of the world''s major economies with consistently high growth rates, bolstered by strong macroeconomic fundamentals. This growth is driven by robust domestic consumption, substantial public capital spending, recent increases in private investment, and strong exports of services. However, risks include potential impacts from global trade slowdowns, tighter global financial conditions, geopolitical tensions, and fragmentation.

Looking ahead, factors like recovery in Rabi (winter) crop sowing, sustained profitability in manufacturing, and the resilience of services are expected to drive economic activity in 2024-25. Household consumption is anticipated to strengthen, and fixed investment prospects look promising due to a rise in private capital expenditure, improved business sentiment, healthy financial positions of banks and corporations, and ongoing government emphasis on capital spending.

a. Industry Structure &Development:

Ace provides Document Management, Digital Publishing and Data Conversion solutions using optimal process engineering and cost-effective and flexible conversion systems. We are a major full-service digital content provider and are able to deliver digital content with 99.995% accuracy and 100% application-based integrity.

Ace has been active in catering to the outsourcing needs of publishers and other organizations for 29 years. Over the years, we have adopted a seamless partnership approach. Our clients tend to work with Ace as true partners; often with the feeling that this is a virtual extension of their own operations. It is our strong belief that this integration is the cornerstone of the success of any business relationship.

The Company''s business relates to database creation (E-Publishing) pertaining to Information technology enabled services. This includes creating large volume full text, image-based databases.

b. Opportunity, Threats and Outlook Risk & Concerns

The Information Technology (IT) industry is poised for contin ued growth, driven by the increasing adoption of digital technologies, cloud computing, artificial intelligence, and cybersecurity solutions. Despite the promising opportunities, we are cognizant of the challenges that lie ahead. The industry is characterized by rapid technological advancements, which require constant innovation and agility to stay competitive. We face potential threats from intensifying competition, evolving regulatory landscapes, and geopolitical uncertainties that could impact our operations and profitability. Additionally, the risk of cyber threats and data breaches remains a significant concern.

Ace is well positioned to take advantage of the opportunities to support its new and existing customers. The company will continue to focus on enhancing its capabilities and invest in new innovative growth platform going forward. The Company has always maintained healthy and long - standing relationship with its clients in partnering them as their IT solution provider and adding value to their businesses. These have resulted in minimal impact to the overall business of the company.

c. Segment/Product wise performance:

The company''s operation falls under single segment namely “Computer Software and Services Exports”, therefore segment wise performance is not furnished.

d. Internal control systems and their adequacy:

The company has an effective internal control system in place and this is periodically reviewed for its effectiveness. There are well defined Power and Authority limits to ensure that assets of the Corporate Policies. The company has a cross -functional internal Audit team with pre-determined roles, responsibility and authorities. The team ensures an appropriate information flow and effective monitoring.

e. Discussion on financial performance with respect to operation performance:

The Financial Performance of the company, during the year under review, has been given separately in the Directors'' Report.

f. Material developments in Human Resources / Industrial Relations front, including number of people employed.

Most valuable capital of Ace Software is its employees. We believe that investment in our human capital has a significant impact on our performance and helps us to stay competitive among our peers. Developing our workforce is our way to grow our organization, improve productivity and reduce employee turnover. The human resource (HR) function of the Company is focused around providing its 41 employees a meaningful and compelling environment. This positive and inspiring environment fosters innovation, stimulates performance culture and motivates employees to develop themselves person ally and professionally.

g. Ratio Analysis

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment) Regulations 2018, the company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector specific financial ratios.

The company has identified the following ratios as key financial ratios;

	Unit	Standalone F.Y. 2023-24 F.Y. 2022-23		Consolidated F.Y. 2023-24 F.Y. 2022-23
Ratios - Financial Performance Operating Profit Margin	%	5.39	11.00	18.26	18.97
Net Profit Margin	%	56.77	1.20	22.54	1.11
Ratios - Balance Sheet Debt-Equity Ratio	Times	0.05	0.01	0.09	0.00
Current Ratio	Times	2.85	7.05	3.10	7.02
Return on net worth	%	17.03	0.55	15.53	0.62
Ratios - Per Share EPS	Rs.	9.96	0.21	8.35	0.25
Price Earnings Ratio		9.16	78.57	10.09	66.00

COST AUDIT /RECORDS

Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.

---

Mar 31, 2023

Your directors are pleased to present the Twenty Ninth Annual Report and the Company''s audited financial statement for the financial year ended March 31,2023.

FINANCIAL PERFORMANCE AND THE STATE OF COMPANY’S AFFAIRS

The Company''s financial performance, for the year ended March 31,2023 is summarized below;

Sr. No.	Particulars	Standalone		Consolidated
		2022-23	2021-22	2022-23	2021-22
1.	Revenue from operation	820.08	806.86	1032.35	978.45
2.	Other income	34.62	74.17	43.95	80.87
3.	Total Revenue	854.71	881.03	1076.31	1059.32
4.	Depreciation & Amortization	23.98	19.15	57.76	64.27
5.	Employee Benefit expenses	279.15	284.07	347.88	362.80
6.	Finance Cost	0.39	0.38	7.07	9.37
7.	Other expenses	548.73	621.53	658.65	690.15
8.	Profit/(loss) before tax (PBT)	9.84	(57.65)	12.33	(80.82)
9.	Taxation	-	-	0.85	-
10.	Profit/(loss) After Tax (PAT)	9.84	(57.65)	11.48	(80.82)

Standalone Revenues of the Company during financial year 2022-23 was Rs. 820.08 Lacs, a increase of 1.63% from the previous year.

Consolidated Revenues of the Company during financial year 2022-23 was Rs. 1032.35 lacs, an increase of 5.51 % from the previous year

TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves.

DIVIDEND:

The board of directors of your company does not recommend any dividend for the year.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Securities and Exchange Board Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiaries, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and till the date of this Report, which affect the financial position of the Company. There has been no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Company''s operations in future. FIXED DEPOSITS/DETAILS OF DEPOSIT ‘

The Company has not accepted any fixed deposits under chapter V of companies Act, 2013 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 will be available on the Company''s website on

www.acesoftex.com/investor-relations.html

BOARD OF DIRECTORS AND MEETING:

Name of Directors Founder and Executive/Director	Designation	Age	Qualification	Other Directorship in Company	Membership of Committee in other Public Limited Companies
Mr. Vikram B. Sanghani DIN: 00183818	Jt. Managing Director	60	MBA (Finance)	Ace Infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Association Pvt. Ltd. Ace Riverside Pvt. Ltd. Gradient ePUB Solutions Private Limited Neo Rajkot Foundation Sanghani Foundation
Mr. Sanjay H. Dhamsania DIN:00013892	Jt. Managing Director	61	MS (Computer Science)	Ace Infoworld Pvt. Ltd. Ace Infoway Pvt. Ltd Ace Computer Education Pvt. Ltd. Everest Office Owners Association Pvt. Ltd. Ace Riverside Pvt. Ltd.

Independent & NonExecutive Director	Designation	Age	Qualification	Other Directorship
Mr. Pratik C. Dadhania DIN:02931106	Director	51	Graduate in Architecture	-	-
Mr. Vimal L. Kalaria DIN: 00029395	Director	50	Post Graduate Diploma in Finance	-	-
Mr. Dharamshibhai R. Vadalia DIN:00015165	Director	71	Under Graduate	Dipak Agro Oil Mill Pvt. Ltd. Ace Infoworld Pvt. Ltd.	-
Ms. Dhara S. Shah DIN: 06983857	Director	34	B. Com, CS, LL. B	Mayur Floorings Limited Vishal Fabrics Limited Fairdeal Components Limited Nandan Terry Limited	Vishal Fabrics Ltd. Audit Committee NRC (Chairperson) SRC CSR Mayur Floorings Ltd. Audit Committee NRC (Chairperson) SRC (Chairperson)

Five board meetings were held during the year ended on March 31, 2023. These were held on May 30, 2022, August 12, 2022, September 05, 2022, November 14, 2022 and February 14, 2023.

Name of Directors	Designation	No. of Meetings Held Attended		Whether attended last AGM held on September 29,2022
Vikram B. Sanghani	Jt. Managing Director	5	5	No
Sanjay H. Dhamsania	Jt. Managing Director	5	3	Yes
Vimal L. Kalaria	Independent Director	5	5	Yes
Dharamshi R. Vadalia	Independent Director	5	5	Yes
Pratik C. Dadhania	Independent Director	5	5	Yes
Dhara Shah	Independent Director	5	5	No

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made there under, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non-independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties.

Meeting of Independent Directors was held on March 23, 2023.

Terms and conditions of appointment of independent directors uploaded on the website of the company. https://www.acesoftex.com/uploads/Independent-Director/Brief%20Profile%20and%20Terms%20and%20Conditions%20of%20appointment.pdf

COMMITTEE:

Audit committee:

The Committee''s composition and terms of reference are in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Members of the Audit Committee possess requisite qualifications.

Five meetings of Audit Committee were held during the year ended on March 31,2023. These were held on May 30 2022, August 12 2022, September 05 2022, November 14 2022 and February 14, 2023.
Name	Designation	No. of Meetings Held Attended
Vimal Kalaria (Non-Executive Independent Director)	Chairman	5	5
Dharamshi Vadalia (Non-Executive Independent Director)	Member	5	5
Pratik Dadhania (Non-Executive Independent Director)	Member	5	5

Nomination and Remuneration Committee inkc):

The Committee''s composition and terms of reference are in compliance with provisions of the Companies Act, 2013, Regulation 19 of the Listing Regulations.

NRC identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carries out evaluation of every director''s performance and works as per the policy formulated thereof.

Five meetings were held during the year ended on March 31,2023. These were held on May 30 2022, August 12 2022, September 05 2022, November 14

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		Held	Attended
Vimal Kalaria (Non-Executive Independent Director)	Chairman	5	5
Dharamshi Vadalia (Non-Executive Independent Director)	Member	5	5
Pratik Dadhania (Non-Executive Independent Director)	Member	5	5

The Committee''s composition and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 the Listing Regulations.

Constituted for considering and resolving grievances of security holders and dissemination of information to shareholders

Four meetings were held during the year ended on March 31, 2023. These were held on May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023.

Name	Designation	No. of Meetings Held Attended
Dharamshi Vadalia (Non-Executive Independent Director)	Chairman	4	4
Pratik Dadhania (Non-Executive Independent Director)	Member	4	4
Vikram Sanghani (Executive Director)	Member	4	4
Saniay Dhamsania (Executive Director)	Member	4	4

AUDITORS

STATUTORY AUDITOR

J.A. Sheth & Associates, Chartered Accountants (Firm Reg. no. 119980W) appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Notes on financial statement referred to in the Auditors'' 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.

SECRETARIAL AUDITOR

Sheikh Rathod Mishra & Associates (Formerly Sheikh Bhalotia Mishra & Associates), Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The secretarial audit report for FY 2022-23 forms part of the Annual Report as Annexure-1 to the Board''s report. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

SUBSIDIARIES:

During the year, the Board of Directors (‘the Board'') reviewed affairs of the subsidiary. In accordance with section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and its subsidiary, which form part of the Annual Report. Further, a statement of our subsidiaries containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is appended to the consolidated financial statements and hence not repeated here for the sake of brevity. Further, pursuant to the provisions of section 136 of the Act, the financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the company.

Further the Company has adopted a Policy in line with the requirements of the Listing Regulations. The objective of this policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy on Material Subsidiary is available on the website of the Company - www.acesoftex.com/uploads/Policies/Policy%20on%20Material%20Subsidiary.pdf

The company has withdrawn its investment held in Ace Nature Cure LLP on 28^th February, 2023. The company does not hold any investment in the Ace Nature Cure LLP anymore. Hence, Ace Nature Cure LLP is ceased to be controlled entity/subsidiary of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'', respectively, have been duly followed by the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received from them declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs (“MCA”) at Manesar, for inclusion/ renewal of name in the databank of Independent Directors.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees for the purpose of attending meetings of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Loan given to the below mentioned parties during the F.Y. 2022-23 at a prevailing rate of interest for business purpose.

Name Loan amount (in lacs)

Ace Nature Cure LLP 5.00

Ace Nature Cure LLP is ceased to be subsidiary/controlled entity of the company with effect from 28th February, 2023.

Details of investment are provided in the note no. 4 and 7 of Financial Statements.

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

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

The particulars relating to conservat ion of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are as under;

(A) Conservation of energy

- the Steps taken or impact on conservation of energy

Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative. We have ensured that the following measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and standalone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy& Capital investment on energy conservation Equipments

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption: -

- the efforts made towards technology absorption, benefit derives & Research and Development

i. The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s operations do not require significant import of technology. Company has not incurred any expenses for research and development.

(C) Foreign exchange earnings and outgo: -
Particulars	2022-23	2021-22
Foreign Exchange earning	USD 9,52,590.20	USD 10,35,800.37
	INR 7,61,97,055	INR 7,66,49,660.00
Foreign Exchange Outgo	(GBP 3545)	(GBP 6384)
	(INR 3,40,184)	(INR 6,59,660)

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by board in (a) Overseeing and approving the Company''s enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company''s management systems, organizational structures, processes, standards, code of conduct that governs how the Company conducts the business and manages associated risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Our company has not triggered any of the above limits; hence, no committee in this regard has been constituted.

DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR & LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of section 203 of the Companies Act, 2013, the key managerial personnel of the Company are

Mr. Vikram B. Sanghani Jt. Managing Director

Mr. Sanjay H. Dhamsania Jt. Managing Director

Mr. Jyotin B. Vasavada Chief Financial Officer

Ms. Mansi D. Patel Company Secretary & Compliance Officer

RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013, Vikram Bhupatbhai Sanghani and Sanjay Harilal Dhamsania, Directors are liable to retire by rotation and being eligible offer themselves for re-appointment.

Appointment is recommended by Nomination and Remuneration Committee.

BOARD’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5), of the Companies Act, 2013 with respect to Director''s Responsibility Statements, it is hereby confirmed that -

a) in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a ‘going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory and secretarial auditor and external consultants audit of financial reporting by the statutory auditor, and reviews performed by management and audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

BOARD EVALUATION, POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was

evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The link of policy of the company on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is as under; www.acesoftex.com/uploads/Policies/Policv%20for%20selection%20of%20Directors%20and%20determining%20Director''s%20Independence.pdf www.acesoftex.com/uploads/Policies/Remuneration%20policy%20of%20Directors.%20KMP%20and%20other%20employees.pdf

There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the company.

The evaluation of all the directors and the board as a whole was conducted based on the criteria and framework adopted by the board. The board approved the evaluation results as collected by the nomination and remuneration committee.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -2 to the Board''s report.

There are no employees in the Company drawing remuneration who are in receipt of remuneration of "One Crore and Two lakh or more, or employed for part of the year and in receipt of "Eight lakh and Fifty Thousand or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.acesoftex.com. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed of during the financial Year 2022-23:

a) No. of complaints received: NIL

b) No. of complaints disposed of: NIL

VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is www.acesoftex.com/uploads/VIGIL POLICY.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and prior approval of Audit Committee, Board of Directors and members were obtained whenever required.

The details of the related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure -3.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

GENERAL INFORMATION

AGM held during the financial year 2022-23: 29^th September, 2022 Stock Exchange where the shares of the company are listed: BSE Ltd.

Scrip Code of the Company: 531525

All the information related to companies, its policies, quarterly financial result, Annual Reports of the Company and its subsidiaries, shareholding pattern and other documents filed with BSE are uploaded on the website of the company i.e., http://www.acesoftex.com/investor-relations.html

OTHER DISCLOSURES:

The Company affirms that the annual listing fees for the financial year 2023-24 to BSE Ltd is duly paid.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Economy review Global

Global economic growth has been decelerating due to diminished investment, heightened inflation, elevated interest rates, and disruptions stemming from the Russia-Ukraine conflict. To counteract inflation, numerous countries have swiftly implemented tighter monetary policies, which have been compounded by substantial currency devaluations against the USD and constrained labor market conditions. These global circumstances have made debt servicing more challenging, leading to increased apprehensions about debt sustainability across various nations. Notably, the United States is undergoing an exceptionally rigorous monetary policy tightening phase, expected to significantly curtail its growth. The Euro area confronts additional obstacles such as substantial energy supply interruptions and price surges, exacerbating their inflation concerns.

While the overall growth prospects for emerging economies in 2023 are predicted to remain relatively stable compared to 2022, thanks to China''s potential recovery counteracting declines in other emerging economies, apprehensions about financial vulnerabilities loom. This pertains to various aspects including financial institutions, housing markets, and low-income countries. Despite a recent reduction in headline inflation, the persistently high levels raise the possibility of prolonged inflationary pressures.

Forecasts for growth in emerging market and developing economies indicate a modest uptick from 3.9% in 2022 to 4.0% in 2023 and 4.2% in 2024. It''s projected that around half of these economies will experience reduced growth in 2023 relative to the preceding year. Meanwhile, the growth trajectory for emerging and developing Asia is anticipated to ascend in both 2023 and 2024.

India

The National Statistical Office (NSO) has unveiled the First Advance Estimates (FAE), projecting India''s real Gross Domestic Product (GDP) to grow by 7.0% in FY23. This optimistic growth projection is underpinned by the Indian economy''s remarkable resilience, evident in the resurgence of private consumption taking the reins from export stimuli as the primary growth catalyst. The upswing in private consumption has also spurred production, resulting in heightened capacity utilization across various sectors. The revival of contact-intensive industries and discretionary spending is anticipated to bolster urban consumption.

In line with these positive economic dynamics, the FY24 Union Budget has been designed to complement overall macroeconomic growth. It emphasizes comprehensive welfare measures, fosters the advancement of the digital economy and fintech, facilitates technology-driven development, propels energy transition and climate action, and initiates a positive cycle of private investment, complemented by public capital infusion. The confluence of robust credit expansion, resilient financial markets, and sustained government capital expenditure and infrastructure initiatives has cultivated an environment conducive to investment.

India''s rapid rebound from the pandemic has laid a strong foundation, with forthcoming growth poised to be sustained by robust domestic demand and an uptick in capital investment.

a. Industry Structure &Development:

Ace provides Document Management, Digital Publishing and Data Conversion solutions using optimal process engineering and cost-effective and flexible conversion systems. We are a major full-service digital content provider and are able to deliver digital content with 99.995% accuracy and 100% application-based integrity.

Ace has been active in catering to the outsourcing needs of publishers and other organizations for 28 years. Over the years, we have adopted a seamless partnership approach. Our clients tend to work with Ace as true partners; often with the feeling that this is a virtual extension of their own operations. It is our strong belief that this integration is the cornerstone of the success of any business relationship.

The Company''s business relates to database creation (E-Publishing) pertaining to Information technology enabled services. This includes creating large volume full text, image-based databases.

b. Opportunity, Threats and Outlook Risk & Concerns

As the businesses started adjusting to the disruption caused by the pandemic, the technology sector responded quickly and decisively to support their customers across the globe. They successfully pivoted into working from home mode, reconfigured supply chain and accelerated digital transformation enabling their customers to continue their operations despite several constraints. With a sharp increase in technology adoption, tech companies will play a leading role in the new ecosystem not just as enablers but also in designing solutions and creating new business models. The consumers have also embraced ordering goods and services online, whether it is less frequently bought goods like car tyres or more frequently purchased items like tea and coffee. This created a significant need for aligning the business processes with the help of technology.

Ace is well positioned to take advantage of the opportunities to support its new and existing customers. The company will continue to focus on enhancing its capabilities and invest in new innovative growth platform going forward. The Company has always maintained healthy and long - standing relationship with its clients in partnering them as their IT solution provider and adding value to their businesses. These have resulted in minimal impact to the overall business of the company.

c. Segment/Product wise performance:

The company''s operation falls under single segment namely “Computer Software and Services Exports”, therefore segment wise performance is not furnished.

d. Internal control systems and their adequacy:

The company has an effective internal control system in place and this is periodically reviewed for its effectiveness. There are well defined Power and Authority limits to ensure that assets of the Corporate Policies. The company has a cross -functional internal Audit team with pre-determined roles, responsibility and authorities. The team ensures an appropriate information flow and effective monitoring.

e. Discussion on financial performance with respect to operation performance:

The Financial Performance of the company, during the year under review, has been given separately in the Directors'' Report.

f. Material developments in Human Resources / Industrial Relations front, including number of people employed.

Most valuable capital of Ace Software is its employees. We believe that investment in our human capital has a significant impact on our performance and helps us to stay competitive among our peers. Developing our workforce is our way to grow our organization, improve productivity and reduce employee turnover. The human resource (HR) function of the Company is focused around providing its 41 employees a meaningful and compelling environment. This positive and inspiring environment fosters innovation, stimulates performance culture and motivates employees to develop themselves personally and professionally.

g. Ratio Analysis

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment) Regulations 2018, the company is required to give details of significant changes (change of 25% or more as compared to the immediately previous financial year) in key sector specific financial ratios.

The company has identified the following ratios as key financial ratios;

		Standalone		Consolidated
	Unit	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
Ratios - Financial Performance Operating Profit Margin	%	11.00	1.92	18.97	7.54
Net Profit Margin Ratios - Balance Sheet	%	1.20	(7.15)	1.11	(8.26)
Debt-Equity Ratio	Times	0.01	0.01	0.00	0.09
Current Ratio	Times	7.05	6.58	7.02	3.93
Return on net worth	%	0.55	(3.30)	0.62	(4.03)
Ratios - Per Share EPS	Rs.	0.21	(123)	0.25	(173)
Price Earnings Ratio		78.57	(15.04)	66.00	(10.69)

COST AUDIT /RECORDS

Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

ACKNOWLEDGEMENT:

Your directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.

For & on behalf of Board of Directors

Vikram B. Sanghani Sanjay H. Dhamsania Jt. Managing Director Jt. Managing Director DIN: 00183818 DIN: 00013892

Date: 05.09.2023 Place: Rajkot

---

Mar 31, 2015

Dear Members,

The directors are pleased to present the twenty first Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Company's financial performance, for the year ended March 31, 2015 is summarized below;

Sr. No. Particulars Standalone

2014-15 2013-14

1. Revenue from operation 5,91,51,279/- 4,69,70,967/-

2. Other income 71,02,796/- 83,73,065/-

3. Total Revenue 6,62,54,075/- 5,53,25,532/-

4. Depreciation & Amortization 61,58,980/- 21,38,223/-

5. Employee Benefit expenses 1,99,64,017/- 1,49,72,088/-

6. Finance Cost 3,07,207/- 1,71,820/-

7. Other expenses 3,59,59,050/- 3,19,50,224/-

8. Profit/(loss) before tax (PBT) 38,64,821/- 60,93,177/-

9. Taxation (146) 5,341/-

10. Profit/(loss) After Tax (PAT) 38,64,967/- 60,87,836/-

Particulars Consolidated

2014-15 2013-14

Revenue from operation 5,91,69,079/- 4,69,70,967/-

Other Income 97,49,464/- 1,15,21,515/-

Total Revenue 6,89,18,543/- 5,84,92,482/-

Depreciation & Amortization 74,72,176/- 28,68,393/-

Emloyee Benefit expenses 1,99,64,017/- 1,49,72,088/-

Finance Cost 3,14,824/- 1,76,700/-

Other expenses 3,61,73,056/- 3,22,77,214/-

Profit/(loss) before tax (PBT) 49,94,470/- 81,98,087/-

Taxation 2,36,152/- 2,72,885/-

Profit/(loss) After Tax (PAT) 47,58,318/- 79,25,202/-

The highlights of the Company's Performance are as under:

Revenue from operations increased by 25.98% (Standalone)

Revenue from operations increased by 25.97% (Consolidated)

TRANSFER TO RESERVES:

The Company has not transferred any sum to the General Reserves.

DIVIDEND:

With a view to plough back profit of the year and in order to conserve resources for operational purposes, the board of directors of your company does not recommend any dividend for the year.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

No significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Company's operations in future.

FIXED DEPOSITS/DETAILS OF DEPOSIT

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. Accepted during the year Nil

Remained unpaid or unclaimed as at the end of the year Nil Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved N.A.

Details of Deposits which are not in compliance with the requirements of Chapter V of the Act N.A.

EXTRACTS OF ANNUAL RETURNS:

Pursuant to Section 134(3) (a) of Companies Act, 2013, extract of the annual return is appended as Annexure-1 to the Board's Report.

BOARD OF DIRECTORS AND MEETING:

Name of Directors Founder Designation Age Qualification and Executive/ Director

Mr. Vikram Sanghani Jt. Managing Director 52 MBA (Finance) DIN: 00183818

Mr. Sanjay Dhamsania Jt. Managing Director 53 MS (Computer Science) DIN: 00013892

Independent & Non Designation Age Qualification Executive Director

Mr. Pratik C. Dadhaniya Director 43 Graduate in Architecture DIN: 02931106

Mr. Vimal L Kalaria Director 42 Post Graduate Diploma DIN : 00029395 in Finance

Mr. Dharamibhai R. Vadalia Director 63 Under Graduate DIN : 00015165

Ms. Dhara S. Shah Additional Director 26 B.Com, CS, LL.B DIN: 06983857

Name of Directors Other Directorship

Mr Vikram Sanghani Ace Infoworld Pvt. Ltd.

Ace Infoway Pvt. Ltd.

Ace eEngineersonline Pvt. Ltd.

Ace Computer Education Pvt. Ltd.

Everest Office Owners Asso. Pvt. Ltd.

Ace Riverside Pvt. Ltd.

Mr Sanjay Dhamsania Ace infoworld Pvt. Ltd.

Ace Infoway Pvt. Ltd.

Ace eEngineersonline Pvt. Ltd.

Ace Computer Education Pvt. Ltd.

Everest Office Owners Asso. Pvt. Ltd.

Ace Riverside Pvt. Ltd.

Independent & Non Executive Director Other Directorship

Mr Pratik C Dadhaniya -

Mr Vimal L Kalaria -

Mr Dharambihai R Vadalia Dipak Agro Oil Mill Pvt. Ltd.

Ace Infoworld Private Limited

Ms Dhara S Shah Mayur Floorings Limited

Vishal Fabrics Limited

Six board meetings were held during the year ended on March 31, 2015. These were held on May 30, 2014, August 6, 2014, September 29, 2014, November 14, 2014, February 12, 2015 and March 12, 2015.

Name of Directors Designation No. of Meetings Held Attended

Vikram Bhupatbhai Sanghani Jt. Managing Director 6 5

Sanjay Harilal Dhamsania Jt. Managing Director 6 4

Vimal Kalaria Independent Director 6 6

Dharamshi Vadalia Independent Director 6 6

Pratik Dadhania Independent Director 6 6

Dhara Shah* Additional Director 6 3

* Ms. Dhara Shah appointed as an additional director of the company on September 29, 2014.

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the independent directors of the Company shall hold at least one meeting in a year, without the attendance of non independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non independent directors and the Board as a whole; review the performance of the chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonably perform its duties. Meeting of Independent Directors was held on March 12, 2015.

Terms and conditions of appointment of Independent directors uploaded on the website of the company. http://acesoftex.com/uploads/IndependentDirector/ Brief%20Profile%20and%20terms%20and%20conditions%20of%20appointment.pdf

COMMITTEE: Audit committee:

Audit Committee has been reconstituted as per the provision of section 177 of the Companies Act, 2013 and listing agreement.

The Audit Committee Meeting.

Four meetings were held during the year ended on March 31, 2015. These were held on May 29, 2014, August 5, 2014, November 13, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4

Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Nomination and Remuneration Committee (NRC) :

NRC identifies persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carries out evaluation of every director's performance and works as per the policy formulated thereof.

Four meetings were held during the year ended on March 31, 2015. These were held on May 29, 2014, September 15, 2014, November 13, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Vimal Kalaria (Non-Executive Independent Director) Chairman 4 4

Dharamshi Vadalia (Non-Executive Independent Director) Member 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Details of Remuneration paid to executive directors, independent directors and KMPs during the year is given under the Annexure -1 (Extract of Annual Return)

Stakeholders Relationship Committee

Constituted for considering and resolving grievances of security holders and dissemination of information to shareholders Four meetings were held during the year ended on March 31, 2015. These were held on April 28, 2014, July 23, 2014, October 18, 2014 and February 12, 2015.

Name Designation No. of Meetings Held Attended

Dharamshi Vadalia (Non-Executive Independent Director) Chairman 4 4

Pratik Dadhania (Non-Executive Independent Director) Member 4 4

Vikram Sanghani (Executive Director) Member 4 4

Sanjay Dhamsania (Executive Director) Member 4 4

AUDITORS

STATUTORY AUDITOR

Kalaria & Sampat, Chartered Accounts, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Hemali S. Patel, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure- 2 to the Board's report. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SUBSIDIARIES AND ASSOCIATES:

During the year, the Board of Directors ('the Board') reviewed affairs of the subsidiaries. In accordance with section 129 (3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report. Further, a statement of our subsidiaries containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended to the consolidated financial statements and hence not repeated here for the sake of brevity.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and other applicable provisions of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Nature of transaction Name of person Amount of Loan (In Rs.) Purpose of loan

Loan Shriji Enterprise@ 10,00,000/-^ Business Purpose

Loan Rajkot Computer Education LLP# 10,000/-* Business Purpose

Loan Jubilant Exim LLP# 10,000/-* Business Purpose

Loan Speedwell Engineers LLP# 10,000/-* Business Purpose

Loan Cosmos Services LLP# 10,000/-* Business Purpose

Loan Citizen Solutions LLP# 10,000/-* Business Purpose

Loan Aspire Exim LLP# 10,000/-* Business Purpose

- Re-paid Rs. 3, 00,000/- during the year.

* Amount was repaid during the year

@ Being the third party, not covered under section 185 and 189 of the companies act, 2013

# Wholly Owned Subsidiary.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided here under.

(A) Conservation of energy

- the Steps taken or impact on conservation of energy Company is ever mindful of the need for energy conservation, not only as a method of cost reduction, but also because it is a global imperative.

We have ensured that the following measures are institutionalized across all our facilities:

i. Optimal cooling of work areas and data centers.

ii. Switching off computers when not in use.

iii. Utilization of lights and stand alone air conditioners only when required.

iv. Minimal usage of AC s and lights during weekend.

- the steps taken by the company for utilizing alternate source of energy & Capital investment on energy conservation equipments

At present, Company has not utilized any alternate source of energy and emphasize on the Conservation of energy and be frugal in utilizing the energy.

- Impact of these measures:

Taking effective measurements in saving energy has significantly benefitted the company.

(B) Technology absorption:-

- the efforts made towards technology absorption, benefit derives & Research and Development

i. Company has made continues effort to develop technology for the better out puts and reduction of cost. With the change of time it is essential to be updated with the latest equipments and technology to serve our client better. Company consistently strives to absorb latest technology suitable to industry size and clients need. Company has not incurred any expenses for research and development.

RISK MANAGEMENT:

The Company continues to use risk management frame work adopted by board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company's management systems, organizational structures, processes, standards, code of conduct that governs how the Company conducts the business and manages associated risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Our company has not triggered any of the above limits; hence, no committee in this regard has been constituted.

DETAILS OF DIRECTORS/KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR & LIABLE TO RETIRE BY ROTATION

During the financial year 2014-15 following directors/KMPs were appointed or have resigned.

Name Designation Appointment/ Resignation Date of Appointment /Resignation

N. I. Thomas Company Secretary & Compliance Officer Resignation 02.06.2014

Jayram K. Vachhani Company Secretary & Compliance Officer Appointment 02.06.2014

Jyotin B. Vasavada Chief Financial Officer Appointment 02.06.2014

Dhara S. Shah Woman Director (Additional Director-Non Executive) Appointment 29.09.2014

RETIRE BY ROTATION

Pursuant to the provisions of section 152(6) of the Companies Act, 2013, Vikram Bhupatbhai Sanghani and Sanjay Harilal Dhamsania, Directors are liable to retire by rotation and being eligible offer themselves for re-appointment.

Further, Ms. Dhara S. Shah, additional director, appointed on 29.09.2014, whose tenure expires on the date of this Annual General Meeting and a notice in writing has been received from a member under section 160 of the Companies Act, 2013 proposing her candidature as an independent director of the company for the term of 5 years. She has furnished a declaration under section 149(6) of the Companies Act, 2013 and in the opinion of the Board she fulfils the conditions specified in the Act and rules made thereunder and is independent of the management.

Appointment is recommended by Nomination and Remuneration Committee.

BOARD'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5), of the Companies Act, 2013 with respect to Director's Responsibility Statements, it is hereby confirmed that -

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f ) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE DIRECTORS, KEY MANGERIAL PERSONNEL AND OTHER EMPLOYEES

Nomination and remuneration committee has laid down the standard procedure and method for evaluation of performance of each directors, key managerial personnel and members of the committees.

Policy for Selection of Directors and determining Directors' independence

1. Introduction

1.1 Ace Software Exports Limited (ASEL) believes that an enlightened and combination of youth with experience Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, ASEL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2 ASEL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. ASEL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by ASEL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement, whenever applicable.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration Committee (NRC), and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

4.1.2 In evaluating the suitability of individual Board members, the NRC may take into account factors, such as:

- General understanding of the Company's business dynamics, global business and social perspective; Educational and professional background Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

- Shall possess a Director Identification Number;

- Shall not be disqualified under the Companies Act, 2013;

- Shall give his written consent to act as a Director;

- Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

- Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

- Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

- Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NRC shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2 Criteria of Independence

4.2.1 The NRC shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria for appointment/re-appointment of independence is as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, whenever applicable.

4.2.3 The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NRC shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1 Ace Software Exports Limited (ASEL) recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1.1.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

1.1.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3 Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel" means

(I) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act, 2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by ASEL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable clause of the Equity Listing Agreement.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the NRC, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components: (i) Basic Pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retiral benefits

(vi) Annual Performance Bonus

4.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives (Executive Committee) shall be reviewed by the NRC and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the NRC, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

4.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

PARTICULARS OF EMPLOYEES

The table containing particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure -3 to the Board's report. There are no employees in the Company drawing remuneration who are in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial Year 2014-15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

VIGIL MECHANISM

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The same has been uploaded on the website of the company link to open the policy is http://acesoftex.com/VIGIL POLICY.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions as required under Section 134(3)(h) of the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure - 4.

GENERAL INFORMATION

AGM held during the financial year: 9th August, 2014

Disclosure as per schedule V of the Companies Act, 2013

i) all elements of remuneration package is as given in the statement pursuant to section 102 of the notice of the AGM (item no. 6 and 7)

ii) Remuneration is decided by the Board on recommendation of the Nomination and Remuneration Committee and it is fixed component basis, details of the remuneration given in past is elaborated in the statement pursuant to section 102 of the notice of the AGM (item no. 6 and 7)

iii) Service contracts, notice period, Severance fees;(given in the statement pursuant to section 102 of the notice of the AGM (item no.6 and 7) iv) Stock option: N.A.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.

For & on behalf of Board of Directors

Sd/- Sd/-

Vikram B. Sanghani Pratik C. Dadhania

Jt. Managing Director Director

DIN : 00183818 DIN: 02931106

Date: 13.08.2015

Place: Rajkot

---

Mar 31, 2014

The Members,

Ace Software Exports Ltd.,

Rajkot.

The Directors are pleased to present the TWENTIETH ANNUAL REPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2014 is summarized below;

FINANCIAL RESULTS:

(Amt in Rs.)

Sr. No. Particulars 2013-14 2012-13

1. Revenue from operation 4,69,52,467 3,75,08,634

2. Other Income 83,73,065 71,86,752

3. Total Revenue 5,53,25,532 4,46,95,386

4. Depreciation and Amortization 21,38,223 19,25,819

5. Employee Benefit Expenses 1,49,72,088 86,92,188

6. Finance Cost 1,71,820 2,14,675

7. Other Expenses 3,19,50,224 2,99,24,033

8. Profit/(loss) Before Tax (PBT) 60,93,177 39,38,671

9. Taxation 5,341 6,365

10. Profit/(loss) After Tax(PAT) 60,87,836 39,32,306

PERFORMANCE:

During the financial year 2013-14, your company has achieved total Revenue from sale or Software Rs.4,69,52,467/- as compared to the turnover of Rs.3,75,08,634/- of the previous year, the net profit of the company stood at Rs.60,87,836/- as compared to Rs.39,32,306/-of the previous year. TRANSFER TO RESERVES:

The company has not transferred any sum to the General Reserve.

DIVIDEND:

With a view to plough back profits of the year and in order to conserve resources for operational purposes, the Board of Directors of your company do not recommend any dividend for the year.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA), of the Companies Act, 1956 with respect to Director''s Responsibility Statements, it is hereby confirmed that -

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) 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 or loss of the company for that period ;

(iii) 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

The Board has taken sufficient care to maintain adequate accounting records with provisions of Companies Act, 1956(to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

TRADE RELATIONS:

The Board hereby places note of appreciation, Empower your account and trade managers to improve customer value by increasing promotion, spend efficiently and reducing the number of outstanding with held from our account & trade promotion management solution. The Management constantly endeavors to build strong and mutually respectable trade relation with them.

DIRECTORS :

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Shri Vikram B. Sanghani and Shri Sanjay H. Dhamsania, Directors are liable to retire by rotation and being eligible, offer themselves for re-appointment, further, the Board has proposed re-appointment of Shri Vikram B. Sanghani and Shri Sanjay H. Dhamsania as Joint Managing Director and revised remuneration of them, subject to approval of Members at the ensuing Annual General Meeting. Members are requested to re-appoint Directors and also approve revisions of remuneration and re-appointment of Joint Managing Directors. Brief details of all Directors are given in the Report of Board on Corporate Governance forming part of this Report of Board of Directors.

CORPORATE GOVERNANCE:

Since inception, the Company laid emphasis on appropriate & timely disclosure and transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to Stock Exchanges where shares are listed. A details report on Corporate Governance is also annexed to this report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat, Chartered Accountants, and Statutory Auditors of the Company is annexed to this Report of Board.

AUDITORS:

M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the company, retire at this Annual General Meeting, and being eligible, offer themselves to be re-appointment as such. The Company has received letters from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT:

As directed by the Securities and Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s MJP Associates, Practicing Company Secretaries, Rajkot. The findings of the Secretariat Audit were satisfactory.

SUBSIDIARIES COMPANIES:

At the beginning of the year, we had 7 subsidiaries. During the year, we have converted following subsidiaries in to Limited Liability Partnership (LLP) as per the provisions of the LLP Act, 2008, keeping in mind the advantages of management, administration and suitability of the LLP Act, 2008 for small organizations.

1. Rajkot Computer Education Pvt. Ltd. (Now, Rajkot Computer Education LLP)

2. Aspire Exim Pvt. Ltd, (Now, Aspire Exim LLP)

3. Cosmos Services Pvt. Ltd. (Now, Cosmos Services LLP)

4. Citizen Solutions Pvt. Ltd. (Now, Citizen Solutions LLP)

5. Jubilant Exim Pvt. Ltd. (Now, Jubilant Exim LLP)

6. Speedwell Engineers Pvt. Ltd. (Now, Speedwell Engineers LLP)

The percentage interest and investment of ASEL after conversion in the above companies remains the same. During the year, The Board of Directors reviewed the affairs of the subsidiary companies. As per section 212 of the Companies Act, 1956, we are required to attach the Balance sheet, Statement of Profit and loss and other documents of subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8, 2011, exempted companies from complying with section 212, provided such companies publish the audited consolidated financial statements for the fiscal year 2014 and same forms part of this Annual Report. Accordingly, this Annual Report does not contain the financial statements of our subsidiaries. The Statement pursuant to section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiary is annexed to this report.

The Audited financial statements and related information of subsidiaries including the conversion of the subsidiaries to LLPs will be available for inspection during the business hours at our registered office.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (particulars of employees)(Amendment) Rules, 2011.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earning and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the section 205A(5) and 205C of the Companies Act, 1956 and corresponding section 124 of the Companies Act, 2013 which mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the to the Investor Education and Protection Fund. The company has duly complied with the above provisions by transferring the amount of unclaimed or unpaid dividend to the Investor Education and Protection Fund within the due dates.

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the Company) as on 28th September, 2013 (date of last Annual General Meeting) on the website of the Company (www.acesoftex.com) and also on the website of Ministry of Corporate Affairs.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Certificate under clause 49(V) of listing agreement provided in the Certification section of the Annual Report discusses the adequacy of our internal control system and procedures.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the investors, banks, regulatory and governmental authorities and Apex Co vantage, LLC USA for their continued co-operation during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff of the Company.

Date:30.05.2014 (Vikram B. Sanghani) (Pratik C. Dadhaniya) Place: Rajkot Jt. Managing Director Director

---

Mar 31, 2013

To, The Members of Ace Software Exports Ltd.,

Rajkot.

The Directors are pleased to present the NINE-TEENTH ANNUAL REPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31" March, 2013 is summarised below:

FINANCIAL RESULTS: (AmtlnRs.)

SR. PARTICULARS 2012-13 2011-12 No.

1. Revenue from Operation 3,75,08,634 254,57,739

2. Otherlncome 71,86,752 8033,103

3. Total Revenue(1 2) 4,46,95,386 3,35,40,842

4. Depreciation and Amortization 19,25,819 15,24,984

5. Employee Benefit Expenses 86,92,188 68,71,316

6. Finance Cost 2.14,675 45,676

7. Other Expenses 2,99,24,033 2,14,39.740

7. Profit/(Loss) Before Tax (PBT) 39,38,671 36,59,126

8. Taxation 6,365 2,000

9. Profit/(Loss) After Tax (PAT) 39.32,306 3657,126

10. Balance of Reserve* Surplus 9,91,91,728 9,52,59,422 In Balance sheet

PERFORMANCE:

During the financial year 2012-13, your Company has achieved total Revenue from sale of Software Rs. 3,75.08,634 as compared to the turnover of Rs. 2,54,57,739/- of the previous year. The Net Profit of the Company stood at Rs. 39,32,306/- as compared to Rs. 36,57,125/- of the previous year.

DIVIDEND :

With a view to plough back profits of the year and in order to conserve resources for operational purposes, the Board of Directors of your Company do not recommend any dividend for the year.

BOARD''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA), of the Companies Act, 1956 with respect to Directors'' Responsibility Statements. K is hereby confirmed that::

(a) in the preparation of the annual accounts for the year ended on March 31, 2013, the applicable accounting standards, read with requirements set out under Schedule VI to the Companies act., 1956, have been followed and there are no material departures from the same.

(b) that the Directors have 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 at March 31.2013and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the Directors have prepared the annual accounts on a ''going concern'' basis.

TRADE RELATIONS:

The Board hereby places note of appreciation Empower your account and trade managers to improve customer value by increasing promotion spend efficiently and reducing the number of outstanding -with held from our account & trade promotion management solution. The Management constantly endeavors to build strong and mutually respectable trade relations withthem.

DIRECTORS :

Shri Vikram B Sanghani, and Shri Dharamsibhai R Vadalia, Directors are liable to retire by rotation and being eligible, offer themselves for reappointment. Further, the Board had revised remuneration of Shri Vikram Sanghani, and Shri Sanjay Dhamsania, -Joint Managing Directors w.e.f. 29" March, 2013, subject to approval of Members at the ensuing Annual General Meeting. Members are requested to reappoint Directors and also approve revisions of remuneration of Joint Managing Directors.At Brief details of all Directors are given in the Report of Board on Corporate Governance forming part of this Report of Board of Directors.

CORPORATE GOVERNANCE:

Since inception, the Company laid emphasis on appropriate & t''mety disclosures arvi transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are toed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board.

AUDITORS:

M/s. Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Compafly has received certificate from M/s. Kalaria & Sampat, Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

SECRETARIAL AUDIT REPORT:

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Rajkot. The findings of the Secretarial Audit were satisfactory.

SUBSIDIARY COMPANIES:

ASEL has Seven Subsidiary Companies. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining trie sarre. The annual account of the subsidiary companies will also be kept open for inspections at the Registered Office of the Company and that of the respectrve subsidiary companies. The Consolidated Financial Statements presented by the Company include the Financial results of its subsidiary companies.

Sr. Name of Subsidiary Percentage stake owned No. companies & Location by Ace Software Exports Ltd. (%)

1 Ace Infoworld Pvt Ltd. Rajkot (erstwhile Apex Advanced Technology Pvt Ltd) 98.96%

2 Rajkot Computer Education Pvt Ltd, Rajkot 100.00%

3 Aspire Exim PvL Ltd, Rajkot 100.00%

4 Cosmos Services Pvt. Ltd, Rajkot 100.00%

5 Citizen Solutions PvL Ltd, Rajkot 100.00%

6 Jubilant Exim PvL Ltd, Rajkot 100.00%

7 Speedwell Engineers Pvt. Ltd, Rajkot 100.00%

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than the fimits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to energycc
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the Provisions of the Section 205A (5) and 205 C of the Companies Act 1956 relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the company, to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investors Education and Protect regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the detais of unpaid and unclaimed amounts lyingw*frKGmparr/ason29"Ser*ember. 2012 (date of last Annual General Meeting) on the website of the Company (www.acesoftexcom) as also on the Ministry of Corporate Affairs website.

ACKNOWLEDGEMENT :

Your Directors would Eke to express their appreciation for the assistance and rco-operation received from the investors, banks, regulatory and governmental authorities and Apex Co vantage, LLC USA for their continued co-operation during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the comrrdted services ty the executives, staff of the Company.

For and on behalf of Board of Directors,



(Sanjay H. Dhamsania) (Pratlk C. Dadhanlya)

Jt. Managing Director Director

At Rajkot, Dated 29" May, 2013

---

Mar 31, 2010

The Directors of the company have pleasure in presenting their SIXTEENTH ANNUALREPORT together with the Audited Financial Statements of your Company for the Financial Year ended on 31st March, 2010.

FINANCIAL RESULTS:

Your Companys performance for the year ended on 31st March, 2010 is summarized as under:

(Amount in INR)

Particulars For the year For the year

ended on ended on

31st March, 2010 31st March, 2009

Sales & other income 2,42,10,206. 4,07,25,164

Profit (loss) before depreciation (10,78,767) 60,79,383

Less:

- Depreciation 9,16,083 8,92,336

Net profit (loss) before taxation (19,94,850) 51,87,047

Less:

-Taxation — 2,25,000

- Fringe benefit tax — 47,050

Net profit (loss) after taxation (19,94,850) 49,14,997

Add: Profit & loss account balance 7,70,50,971 7,16,62,066

brought forward

Excess provision of earlier year (3,25,907) 76,896

written back

Excess provision of dividend & — 3,97,011

DDT thereon

Balance carried to Balance sheet 7,47,30,214 7,70,50,971

PERFORMANCE:

During the financial year 2009-10, your Company has achieved total turnover of Rs. 2,42,10,206 as compared to Rs. 4,07,25,164 of previous year. For the period under Report, your Company has incurred net loss of Rs. 19,94,850 as compared to net profit of Rs. 49,14,997 in financial year 2008-09. The turnover of company has decreased considerably due to global recessionary conditions, specifically the downtorn in the companys main market U.S.A., which has adversely affected its bottom-line. The company has plans to initiate marketing efforts to increase revenues in coming months.

DIVIDEND:

With a view of loss during the year, the Board do not recommend any dividend.

BOARDS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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, accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis. TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation received from suppliers / vendors and authorized dealers and all other associated with our Company. Company regards them as partners in its progress and shares with them the fruits of growth. The Management constantly endeavors to build strong and mutually respectable trade relations with them.

DIRECTORS

Shri Sanjay Dhamsania and Shri Vimal Kalaria Directors are liable to retire by rotation and being eligible offer themselves for reappointment. Brief Resumes of Directors are attached with Notice of the AGM. Members are requested to reappoint the Directors.

The Board of Directors of the Company appointed Shri Pratikkumar Dadhania, as an Additional Director of the Company with effect from 30* Januafy 2010, pursuant to section 260 of the Act read with provisions of the Articles of Association of the Company. He is an independent & non- executive Director of the Company. Under section 260 of the Company Act, Shri Pratikkumar Dadhania ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. A notice under section 257 of Act has been received from a Member signifying his intention to propose his appointment as a Director. Members are requested to appoint Shri Pratikkumar Dadhania as Director.

Further, Ms. Trupti Lele, Independent & Non-Executive Director has resigned from Directorship w.e.f. 30th January, 2010. The Board took note of valuable contribution made by Mrs Lele during her tenureship as Director. CORPORATE GOVERNANCE

Since inception, the Company laid a lot of emphasis on appropriate & timely disclosures and transparency in all business dealings. ASEL has been adhering to the corporate governance principles & practices since long. Your Company is regularly submitting its Corporate Governance Reports to stock exchanges where shares are listed. A detailed report on Corporate Governance is also annexed to this Report. Further, the Certificate, in relation to compliance of the corporate governance principles, obtained from M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company is annexed to this Report of Board. AUDITORS

M/s Kalaria & Sampat, Chartered Accountants, and statutory Auditors of the Company, retire at this Annual General Meeting, and being eligible, offer themselves to be reappointed as such. The Company has received certificate from M/s. Kalaria & Sampat, Chartered Accountants, declaring that their appointment will fall within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

SECRETARIAL AUDIT

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Rajkot. The findings of the Secretarial Audit were satisfactory. SUBSIDIARY COMPANIES:

ASEL has below mentioned Seven Subsidiary Companies. The Annual Report of Ace Software Exports Ltd. for the financial year 2009-10 includes Directors Report, Auditors Report, Profit & Loss Account, Balance Sheet and Notes to Accounts of Below mentioned subsidiary companies as per Section 212 of the Companies Act, 1956

Sr. Name of Subsidiary Percentage stake owned

No. companies by Ace Software Exports Ltd. (%)

1 Apex Advanced Technology Pvt. Ltd, Hyderabad 98.96%

2 Rajkot Computer Education Pvt. Ltd, Rajkot 100.00%

3 Aspire Exim Pvt. Ltd, Rajkot 100.00%

4 Cosmos Services Pvt. Ltd, Rajkot 100.00%

5 Citizen Solutions Pvt. Ltd, Rajkot 100,00%

6 Jubilant Exim Pvt. Ltd, Rajkot 100.00%

7 Speedwell Engineers Pvt. Ltd, Rajkot 100.00%

PARTICULARS OF EMPLOYEES:

There are no Employees, whose details are required to be mentioned as per section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO:

Disclosures with regards to Conservation of Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are annexed herewith and forms part of this Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all investors, banks, regulatory and governmental authorities and Apex Covantage, LLC USA for their continued co-operation during the year. Your Directors sincerely acknowledges the significant contribution made by all the employees for their dedicated services to the Company.



For & on behalf of Board of Directors,



(Vikram B. Sanghani)

Jt. Managing Director