Your directors are elated to present their report on Company's Business Operations along with the Audited
Financial Statements for the year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs)

REVIEW OF OPERATIONS

During the year under review, your Company recorded a total income of Rs. 16,623.30 lakhs (Previous Year
Rs. 16,804.95 lakhs). The Company reported a Net profit after tax of Rs. 264.35 lakhs.

Accel Limited is a leading provider of IT Infrastructure
Management Services spread across India. The
portfolio of services includes life cycle support
for new generation IT infrastructure, Warranty
fulfillment services, Managed Print services and
Cyber security services. The Company also has a
realty division focusing on providing ready-to-use
plug and play IT space, in their own built-up space
in KINFRA SEZ, Trivandrum.

MERGER APPLICATION

The Board of Directors at their meeting held on
28th May,2024 proposed for the merger of M/s.
Accel Media Ventures Limited, one of its subsidiary
Company with M/s. Accel Limited ("the Scheme”),
the holding company with effect from 01st April,
2024. The proposal has been approved by the
Board on their meeting held on 24th June, 2024
and an application has been filed with the Hon'ble
National Company Law Tribunal, Chennai for their
approval.

The Hon'ble NCLT vide order dated 27th June
2025 has ordered to hold a Court Convened Extra¬
Ordinary General Meeting on 09th August, 2025 at
the Registered Office of the Company for taking
approval of Shareholders, Secured Creditors and
Unsecured Creditors. The Shareholders, Secured
Creditors and Unsecured Creditors vide Court
Convened Extra-Ordinary General Meeting on 09th
August, 2025 has conveyed consent with 100%
votes cast in favor for the aforesaid scheme. At
present, the Scheme is before deliberation of the
Hon'ble National Company Law Tribunal, Chennai.

SHARE CAPITAL

The paid-up share capital of the Company at
the beginning of this financial year was Rs.
11,51,44,802/- consisting of 5,75,72,401 nos. of

equity shares of Rs. 2/- each. During the year under
review, the Company has not issued any shares to
the employees or public.

The total paid up share capital of the Company
as on 31st March 2025 was Rs. 11,51,44,802/-
consisting of 5,75,72,401 numbers of equity shares
of Rs. 2/- each.

DIVIDEND

Based on the performance of the Company, the
Board of Directors has recommended a dividend
at the rate of Rs.0.30/- per share [15% of the total
paid-up share capital] for the financial year 2024-25
and aggregating to Rs. 172.72 Lakhs.

The payment of dividend is subject to the approval
of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and Section 125 of the
Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, transfer and Refund) Rules,
2016 ('the Rule'), all the unpaid and unclaimed
dividends are required to be transferred by
the Company to the IEPF established by the
Government of India, after the completion of
Seven Years. Further, according to the Rules, the
shares on which dividend has not been paid or
claimed by the Shareholder for seven consecutive
years or more shall also be transferred to demat
account of the IEPF Authority. Accordingly, the
unclaimed and unpaid dividends of Rs. 1,81,966.00
relating to financial year 2017-2018 (Interim) shall
be transferred to IEPF on account of completion
of seven years. The dividend amount relating to
financial year 2021-2022 (Final) Rs. 1,94,416 and
2022-2023 (Final) Rs. 1,47,521 shall remain same
in the Unpaid Dividend Account of the Company.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 ('the Rules'), all unpaid or unclaimed dividend
are required to be transferred by the Company to the
IEPF established by the Government of India, after
the completion of seven years. Further, according to
the said Rules, the shares on which dividend has not
been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred
to the demat account of the IEPF Authority. During
the year under review, the Company has not
transferred any amount to the IEPF as no amounts
were due to be transferred.

During the Financial Year 2025-26, the unclaimed
dividend relating to financial year 2017-2018
(Interim) of Rs. 1,81,966/- and 1,82,617 equity
shares were transferred to IEPF as on 01.08.2025.

TRANSFER TO RESERVES

During the period under review, your Company has
not transferred any amount to the reserves.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND DATE OF
REPORT AFTER THE BALANCE SHEET DATE

Other than the points mentioned hereunder, there
were no material changes and commitments
affecting the financial position of the Company
occurred between the end of the financial year to
which this financial statement relates and the date
of this report.

• The Hon'ble NCLT vide order dated 27th June
2025 has ordered to hold a Court Convened
Extra-Ordinary General Meeting on 09th
August, 2025 at the Registered Office of the
Company for taking approval of Shareholders,

Secured Creditors and Unsecured Creditors.
The Shareholders, Secured Creditors and
Unsecured Creditors vide Court Convened
Extra-Ordinary General Meeting on 09th
August, 2025 has conveyed consent with 100%
votes cast in favor for the aforesaid scheme. At
present, the Scheme is before the deliberation
of the Hon'ble National Company Law Tribunal,
Chennai.

• During the Financial Year 2025-26, the
unclaimed dividend relating to financial year
2017-2018 (Interim) of Rs. 1,81,966/- and
1,82,617 equity shares were transferred to IEPF
as on 01.08.2025.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report
for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 as amended ("Listing
Regulations”), is presented in a separate section
forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Companies
Act, 2013 (hereinafter referred to as "the Act”),
Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended
(hereinafter referred to as "Listing Regulations”)
and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company
for the financial year 2024-25, together with the
Auditors' Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE
COMPANIES / HOLDING COMPANIES / JOINT
VENTURES

A statement containing the salient features of the
financial statement of Subsidiary Companies/

Associate Companies, as per Section 129(3) of the

Companies Act, 2013 is provided in Form No. AOC

-1 [Annexure I].

DIRECTORS' RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of

section 134 of the Companies Act, 2013, Directors,

to the best of their knowledge and belief, state that-

i. in the preparation of the annual financial
statements for the year ended 31st March 2025,
the applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

ii. such accounting policies have been selected
and applied consistently and made such
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
the end of the financial year 31st March 2025
and of the profit/loss of the Company for that
period;

iii. proper and sufficient care have been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. annual financial statements have been prepared
on a going concern basis;

v. internal financial controls have been laid down
and followed by the Company and that such
internal financial controls are adequate and are
operating effectively; and

vi. proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by
the Securities and Exchange Board of India ("SEBI”).
The Company has also implemented several best
governance practices. The report on Corporate
Governance as stipulated under the Listing
Regulations forms part of this Annual Report. The
requisite certificate from the Statutory Auditors
of the Company confirming compliance with the
conditions of Corporate Governance is attached to
the report on Corporate Governance.

Pursuant to the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements, Regulations, 2015 applicable to the
Company, the report on Corporate Governance
along with the certificate from a Practicing
Company Secretary certifying compliance with
conditions of Corporate Governance for the year
ended 31st March, 2025 is annexed as Annexure- II.

RELATED PARTY TRANSACTIONS

During the Financial year 2024-25, Related Party
Transactions as defined under Section 188 of the
Act read with Companies (Meeting of Board and its
Powers) Rules, 2014, and the Listing Regulations,
as amended, were at arm's length and in ordinary
course of business.

Omnibus approval for related party transactions (at
arm's length and in ordinary course of business),
which were foreseen and repetitive in nature were
obtained from the Audit Committee. During the
period under review, your Company did not enter
into any Related Party Transactions, which may
be considered material in terms of Section 188 of
the Companies Act, 2013 read with Companies
(Meeting of Board and its Powers) Rules, 2014,
as amended, and Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The disclosure in Form AOC-2
is annexed as Annexure- III to this Report. Suitable
disclosure as required by the Indian Accounting
Standards (Ind AS 24) has been made in the notes
to the Financial Statements.

RISK MANAGEMENT POLICY

Information on the development and
implementation of a Risk Management Policy for
the Company including identification therein of
elements of risk, which in the opinion of the Board
may threaten the existence of the Company, is
given in the Management Discussion and Analysis
Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has in place adequate financial
controls commensurate with the size of the
business. During the year, such controls were
tested and no reportable material weaknesses in
the design or operation were observed.

The internal financial controls with reference to the
financial statements were adequate and operating
effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in conformity with
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
the relevant provisions of the Companies Act, 2013.
The Directors possess requisite qualifications and
experience in general corporate management,
strategy, finance, administration and other allied
fields, which enable them to contribute effectively
to the Company in their capacity as Directors
of the Company. None of the directors of the
company is disqualified under the provisions of

the Companies Act, 2013 ('Act') or under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Changes in Directors

Resignation of Mr. K. R. Chandrasekaran:

Mr. K. R. Chandrasekaran [DIN: 00212855], Director
resigned from the Board as on 13th November, 2024

Appointment of Mr. N. R. Panicker

The Nomination and Remuneration Committee
at their meeting held on 13th November, 2024
considered the appointment of Mr. N. R. Panicker
[DIN: 00236198] as an Additional Director of the
Company on account of resignation of Mr. K. R.
Chandrasekaran.

The Board of Directors appointed Mr. N. R. Panicker
[DIN: 00236198] as an Additional Director of the
Company as per the recommendation of the
Nomination Remuneration Committee and Audit
Committee, at their meeting held on 13th November,
2024 subject to the shareholders' approval.

Subsequently, the regularization of the appointment
of Mr. N. R. Panicker [DIN: 00236198] as Managing
Director of the Company was placed before
shareholders for approval through Postal Ballot.
The Appointment was approved by Shareholders
by way of Special Resolution dated 18th December,
2024.

Retirement by Rotation:

The Independent Directors hold office for a fixed
term not exceeding five years from the date of their
appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at
least two-thirds of the total number of Directors
(excluding independent directors) shall be liable to
retire by rotation. Accordingly, Ms. Shruthi Panicker
(DIN: 07148631), Director, being the longest in

the office amongst the Directors liable to retire
by rotation, retires from the Board by rotation this
year and, being eligible, has offered himself for
reappointment.

The Board of Directors recommends his re¬
appointment at Item No. 3 of the Notice Calling the
39th Annual General Meeting for consideration of
the Shareholders.

The Brief resume and other details relating to Mr.
K Nagarajan, Independent Director and Shruthi
Panicker, Director who is proposed to be re¬
appointed, as required under Regulation 36(3)
of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended ("Listing
Regulations”), is given in Annexure to the notice
calling 39th Annual General Meeting.

Change in Key Managerial Personnel:

The Board of Directors at their meeting held on 13th
November, 2024 took note of the resignation of Mr.
N. R. Panicker as Chief Executive Officer with effect
from 13th November, 2024.

The Board of Directors at their meeting held on
31st August 2024 approved the resignation of
Ms. Deepika K from the position of Whole Time
Company Secretary and Compliance Officer of the
Company with effect from closing business hours
of 31st August 2024.

Pursuant to the recommendation of Nomination
and Remuneration at their meeting held on 31st
August 2024, The Board of Directors at their
meeting held on 31st August 2024 appointed Mr.
Vishnu S to the position of Whole Time Company
Secretary and Compliance Officer of the Company
with effect from 01st September, 2024.

The Company has filed all disclosures to the Stock
Exchange as per the SEBI regulations.

The Company has received declarations from all the
Independent Directors of the Company confirming
that:

a) they meet the criteria of independence
prescribed under the Act and the Listing
Regulations and

b) they have registered their names in the
Independent Directors' Databank.

Detailed information about the Directors is provided
in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS
AND STATEMENT ON COMPLIANCE OF CODE OF
CONDUCT

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
Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed
that they have complied with Schedule IV of the Act
and the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing
Regulations, the Independent Directors have
confirmed that he meets the criteria of independence
as provided in clause (b) of sub-regulation (1) of
Regulation 16 and that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an
objective independent judgement and without any
external influence.

During the year, Independent Directors of the
Company had no pecuniary relationship or
transactions with the Company, other than
sitting fees, commission and reimbursement of

expenses incurred by them for the purpose of
attending meetings of the Board of Directors and
Committee(s).

The Directors possess integrity, expertise and
experience in their respective fields

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Independent Directors are familiarized about the
Company's operations and businesses. Interaction
with the Business heads and key executives of the
Company is also facilitated. Detailed presentations
on important policies of the Company are also made
to the directors. Direct meetings with the Chairman
are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the
group practices.

DISCLOSURES RELATED TO REMUNERATION TO
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

The information required under Section 197 of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are attached to this report as Annexure IV.

PERFORMANCE EVALUATION

The Company has a policy for performance
evaluation of the Board, Committees and other
individual Directors including Independent Directors,
which includes criteria for performance evaluation
of Non- Executive Directors and Executive Directors.
In accordance with the manner specified by the
Nomination and Remuneration Committee, the
Board carried out an annual performance evaluation
of the Board, its Committees and Individual
Directors. The Independent Directors carried out an
annual performance evaluation of the Chairperson.
The Chairman of the respective Committees shared
the evaluation report with the respective Committee
members.

The performance of each Committee was
evaluated by the Board, based on the report of
evaluation received from respective Committees. A
consolidated report was shared with the Chairman
of the Board for his review and for giving his
feedback to each Director.

AUDITORS AND AUDIT REPORT

Statutory Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants was
appointed as the Statutory Auditors of the Company
for a period of 5 years at the Annual General Meeting
of the Company held on 29th September 2021 to
hold the office till the conclusion of 40thAnnual
General Meeting of the Company.

Auditor's Comment

1. Refer to Note no. 47A to the Standalone
Annual Financial Statements regarding the
recoverability of loan given to one of its
Subsidiary Companies of Rs. 663.04 Lakhs
outstanding as on 31st March 2025 (Previous
year Rs 490.88 lakhs), which also includes debt
on account of preference shares that were not
redeemed as on 31st March 2025, that are
significantly overdue. The Management is of the
view that there is no diminution to the carrying
value of these loans and advances. However,
in the absence of sufficient appropriate audit
evidence regarding the timing of repayment
and extent of cash flows that will be available
from the respective company to settle these
dues, we are unable to comment upon the
recoverability of the carrying value of the said
as at 31st March 2025 and the consequential
impact thereof, if any, on the accompanying
Statement.

Management Response:

The Company has proposed to amalgamate
the said subsidiary with the Company effective
from 1st April 2024 and the necessary steps
have been initiated in this regard.

The Company is of the view that there is no
diminution to the carrying value of these loans
and advances, considering the fact that the
subsidiary Company is being proposed to be
amalgamated with the Company. Further the
amount due towards loans and advances will
get eliminated in the books while giving effect
to the merger order for the proposed merger,
subsequent to the receipt of approval from the
statutory authorities.

Auditors Comments:

2. Refer to Note no. 47 B to the standalone
financial statement regarding the carrying
value of the unquoted Investment of its one
associate company amounting to Rs. 487.79
Lakhs. The Management has not recognized
the diminished value based on an independent
valuer who valued at Rs. 172.82 Lakhs on 28th
February 2025 in respect of this investment.
The Management is of the opinion that there is
no diminishing value of these investments and
considers the Present Value as Fair Value. In
the absence of sufficient appropriate evidence
to support the management conclusion, we
are unable to comment upon adjustments, if
any, that may be required to the carrying value
of these investments and their consequential
impact on the accompanying standalone
financial statements.

Management Response:

Based on the preliminary review, the Company is
of the understanding that Valuation report was
prepared by a registered valuer. Further the said

Valuation was approved by Board of Directors
and shareholders of the associate company in
a duly convened meeting. The Company is of
the opinion that there is no diminishing value of
these investments and considers the Present
Value as Fair Value

3. Refer note no. 48 to the Standalone Financial
statements for the year, the balance at the end
of the financial year for trade receivables, trade
payables, loans & advances and advances
received from the customers are subject to
confirmation. The Management is of the view
that there is no permanent diminution/Changes
to the carrying value of these trade receivables,
loans & advances, advance received and trade
payables; however, provisions as per policy has
been made in this regard in the accompanying
financial statements.

Management Response:

The Company is of the view that there is no
permanent change to the carrying value of
these loans and advances, trade receivables
and trade payables except for the provision
considered in this regard in the accompanying
financial statements.

Auditors Comments:

4. Refer Note no. 52A to the Standalone financial
statements where the Company has proposed
to amalgamate one of its subsidiary companies.

Management Response:

The Company has proposed to amalgamate
one of its subsidiaries M/s. Accel Media
Ventures Limited with the Company effective
from 1st April 2024 and the necessary steps
have been initiated in this regard. This matter
is before the deliberation of Hon'ble NCLT,
Chennai.

Auditors Comments:

In respect of loans and advances in the nature
of loans granted by the Company, the schedule
of repayment of principal and the payment
of the interest has not been stipulated and
accordingly, we are unable to comment as to
whether the repayments/receipts of principal,
interest are regular.

Management Response:

The company has given unsecured loans to
subsidiaries, which is repayable on demand.
There is no repayment schedule as it is
repayable on demand. The Company has
initiated necessary actions to collect the loan
amount.

Auditors Comments:

Refer note number (iii)(d) to the Company
(Audit Report) Order, 2020 of the Standalone
Financial Statements for the year, (d) In the
absence of stipulated schedule of repayment
of principal and payment of interest in respect
of loans or advances in the nature of loans, we
are unable to comment as to whether there is
any amount which is overdue for more than
90 days. Reasonable steps have been taken
by the Company for recovery of such principal
amounts and interest.

5. Management Response:

The company has taken necessary steps for
recovery of the principal amounts and interest
thereon.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants
was appointed as the Internal Auditors of
the Company for the Financial Year 2023¬
24 and they have played an important role in

strengthening the internal controls within the
Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of
the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, as amended, your Directors
appointed M/s. JM & Associates, Company
Secretaries to undertake the Secretarial Audit
of your Company for the financial year 2023¬
24. The Report of the Secretarial Auditor for the
financial year 2024-25 is annexed as 'Annexure
V' to this Report.

Auditor's Comment

1. During the year under review, the Company has
generally complied with applicable Secretarial
Standards (SS-1 and SS-2) issued by The
Institute of Company Secretaries of India.

Management response

The Company has necessary policies and practices

that ensures compliance with the provisions of the

Companies Act, 2013 and Secretarial Standards

(SS-1 and SS-2) issued by The Institute of Company

Secretaries of India.

Auditor's Comment

2. During the year under review, the Company
has generally complied with provisions of the
Act and Rules made thereunder in respect of
filing in forms and returns with the Registrar
of Companies and Regional Director, Chennai
within the prescribed time, extended the time
notified by the Authority and few forms were
filed with such other additional time and
additional fees as provided under Section 403
of the Companies Act, 2013.

Management response

The Company has taken all necessary steps to
avoid paying additional fees, for filing purposes.

DISCLOSURES

COMMITTEES OF THE BOARD

There are various Board constituted Committees
as stipulated under the Act and Listing
Regulations namely Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, and Corporate Social
Responsibility (CSR) Committee. Brief details
pertaining to composition, terms of reference,
meetings held and attendance - of these
Committees during the year have been enumerated
in Corporate Governance report.

I. Meetings of the Board

Seven (7) Meetings of the Board of Directors
were held during the year. The particulars of
meetings held and attended by each Director
are detailed in the Corporate Governance
Report.

II. Audit Committee

The Audit Committee comprises of 3 [three]
Directors namely Mr. K. R. Varma (Chairman),
Mr. K. Nagarajan and Mr. Rangarajan Raghavan
as on 31st March 2025. During the year all
the recommendations made by the Audit
Committee were accepted by the Board.

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee
comprises of Mr. Rangarajan Raghavan
(Chairman), Mrs. Shruthi Panicker and Mr. K.
Nagarajan as on 31st March 2025.

IV. Stakeholders Relationship Committee

The stakeholders Relationship Committee
comprises of Mr. Rangarajan Raghavan
(Chairman), Mr. K. R. Varma and Mr. K.
Nagarajan as on 31st March 2025.

V. Corporate Social Responsibility Committee

The Company has constituted a CSR
Committee during the financial year 2023-24.
The Committee comprises of the following
Directors:

1. Mr. K. Nagarajan (Chairman)

2. Mr. Rangarajan Raghavan

3. Mr. K. R. Varma

The details of the Corporate Social
Responsibility activities undertaken by the
Company and the amount spent towards the
same are given in detail in "Annexure VI”.

COMPLIANCE OF SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company
is complying with the Secretarial Standards issued
by the Institute of Company Secretaries of India
and approved by Central Government with respect
to meetings of the Board of Directors and General
meetings.

VIGIL MECHANISM

The Company has established a robust Vigil
Mechanism and a Whistle-blower policy in
accordance with the provisions of the Act and Listing
Regulations. The Vigil Mechanism is supervised by
an 'Ethics & Compliance Task Force' comprising a
member of the Board as the Chairperson and senior
executives as members.

Protected disclosures can be made by a
whistleblower through an e-mail, or dedicated

telephone line or a letter to the Ethics & Compliance
Task Force or to the Chairman of the Audit
Committee. The Vigil Mechanism and Whistle¬
blower policy is put up on the Company's website
and can be accessed at www.accel-india.com.

REPORTING UNDER THE 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 the workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints committee (ICC) has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under
this policy. One case was reported relating to Sexual
harassment complaints during the financial year
2024-25.

REPORTING WITH RESPECT TO COMPLINCE OF
PROVISIONS RELATING TO MATERNITY BENEFIT
ACT, 1961

During the reporting period, the company has taken
Appropriate Steps for Ensuring the compliance of
provisions relating to Maternity Benefit Act, 1961.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Information regarding loans, guarantees and
investments covered under the provisions of the
Companies Act, 2013 are detailed in the Financial
Statements [Refer Note no.22 and 24 of the
Financial Statements].

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

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act, 2013 read with Rule, 8
(3) of The Companies (Accounts) Rules, 2014, is
annexed herewith as "Annexure VII to this Report”.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March
2023 is available in the official website of the
Company www.accel-india.com.

CODE OF CONDUCT FOR THE PREVENTION OF
INSIDER TRADING

The Board of Directors have adopted the Insider
Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading)
Regulation, 2015 as amended from time to time.
The Insider Trading Policy of the Company lays

down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares
of the Company, as well as the consequences
of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals
by employees and to maintain the highest ethical
standards of dealing in Company securities.

The Insider Trading Policy of the Company covering
code of practices and procedures for fair disclosure
of unpublished price sensitive information and code
of conduct for the prevention of insider trading, is
available on our website: - https://www.accel-india.
com/investors

CEO/CFO CERTFICATION

As required Regulation 17(8) read with Schedule
II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO/CFO
certification is attached with the annual report.

GENERAL

Your directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions on these items during
the year under review:

• Details relating to deposits covered under
Chapter V of the Act.

• Issue of equity shares with differential rights as
to dividend, voting or otherwise.

• The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefit of employees.

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

• No fraud has been reported by the Auditors to
the Audit Committee or to the Board.

• There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and
Bankruptcy Code, 2016.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to
thank all its shareholders, valued customers, Banks,
Government and statutory authorities, investors
and stock exchanges for their continued support
to the Company. Your Directors wish to place on
record their deep sense of appreciation for the
committed services by employees. Your Directors
acknowledge with gratitude the encouragement
and support extended by the valued shareholders
and the Promoters of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

N R PANICKER S. V. RAO

MANAGING DIRECTOR WHOLE-TIME

DIN: 00236198 DIRECTOR

DIN: 06600739

PLACE: CHENNAI
DATE: 13.08.2025