Directors Report of Acetech E-Commerce Ltd.

Mar 31, 2024

The 1st Annual Report is being presented on the Business and operations of the company together with
the Audited Financial Statement for the financial year ended 31st March, 2024

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The financial statements for the year ended 31st March 2024, forming part of this Annual Report,
have been prepared in accordance with the applicable Accounting Standards.

The key highlights of the audited financial results of the Company for the financial year 2023-24 are
provided below:

(Amount in 00''s)

(Standalone) (Consolidated)

Particulars	2023-24 Rs.	2022-23 Rs.	2023-24 Rs.	2022-23 Rs.
Sales	00.0	00.0	42,254	00.0
Other Income	00.0	00.0	00.0	00.0
Total Income	00.0	00.0	42,254	00.0 00 0
Less: Total Expenditure	00.0-	_00.0	1,511	_00.0
Profit/(Loss) Before Tax
Tax
Current Tax	00.0	00.0	380	00.0
Deferred Tax	00.0	00.0	00.0	00.0
Profit/(Loss) After Tax	00.0	00.0	1,131	00.0 000
Earnings per share (Rs.) : Basic (In Rupees)	00.0 000	00.0 000	11.31 1131	00.0
Diluted (In Rupees)

Note:

There are no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this report.

2. TRANSFER TO RESERVE

The company has not conducted any business during the current year; therefore, this clause is not
applicable.

³. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S
AFFAIR

The Company has no business during the current year.

⁴- CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business of the Company done during the year.

5. DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013 (EVENTS SUBSEQUENT TO

THEDATE OF FINANCIAL STATEMENTS)

Alteration of Object Clause in MOA:

The Company has altered its Memorandum of Association by inserting a new Object Clause No. 37,
enabling the Company to enter into joint ventures and carry on business activities globally.

Change of Company Name:

The Company applied for change in its name from ACETECH VENTURES LIMITED to ACETECH E-
COMMERCE LIMITED to better reflect its focus on the e-commerce sector. The name has been
availed from the CRC, Manesar. Application for change of name has been filed with ROC which is still
under processing as on the date of signing of this report.

Increase in Authorized Capital:

The Authorized Share Capital of the Company has been increased from ^1,00,000 to ^20,00,00,000
to support the Company''s expanded business operations.

Alteration in AOA & MOA:

In line with the above changes, the Company has also amended its Articles of Association and
Memorandum of Association.

6. DIVIDEND

As the company is newly incorporated, no dividend has been declared.

7. MEETINGS

The Board of Directors of the Company held regular Board meetings throughout the year at regular
intervals in compliance with Companies Act, 2013. The maximum gap between any two Board
Meetings was less than one Hundred and Twenty days.

The Board of Directors met Two times in the financial year ended March 31, 2024. Dates on which
Board meetings were held are:

Meeting No.	Date of Board Meeting
1	05/03/2024
2	15/03/2024

The names of members of the Board, their attendance at the Board Meetings are as under

Name of Directors	MsmbfstfMflMfii WepfHdjTP-Sai 2/2
SWETA BIPPINKUMAR SARAOGI	_2/2_
VIJAY CHIRANJILAL SARAOGI	_2/2_
MADHAVI GOVINDPRASAD SHARMA

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no change in the constitution of Board of Directors of the Company.
Composition of the Board:

The Board is constituted as per the provisions of the Companies Act, 2013.The Board at present
comprises of the following directors:

N	an#e	)f Director	DIN	Designation
	1.	SWETA BIPPINKUMAR SARAOGI	07050186	DIRECTOR
	2.	VIJAY CHIRANJILAL SARAOGI	05320242	DIRECTOR
	3.	MADHAVI GOVINDPRASAD SHARMA	08428521	DIRECTOR

9. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration
Committee are not applicable to the Company.

10. DETAILSOFPOLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIALRESPONSIBILITY INITIATIVES:

Theprovisions of Corporate Social Responsibility are not applicable to the company.

11. RISKMANAGEMENT POLICY:

TheCompany has developed and implemented a risk management policy which identifies major
riskswhichmay threaten the existence of the Company. The same has also been adopted by your
Boardandisalso subject to its review from time to time. Risk mitigation process and measures have
beenalsoformulated and clearly spelled out in the said policy.

12. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has one subsidiary, Conceptive Brains Private Limited, and does not have any joint
ventures or associate companies as defined under the Companies Act, 2013.

13. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of the company and its future operations.

14. CHANGES IN SHARES CAPITAL:

The Company has not issued any Equity Shares during the year under review.

15. STATUTORY AUDITORS:

M/s. PANKAJ K JAIN & ASSOCIATES, Chartered Accountants (Firm Registration No. 0134186W), were
appointed as the statutory auditors of the Company to fill the casual vacancy caused by the
resignation of P D M S AND CO. Chartered Accountants. They will hold office until the conclusion of
the Annual General Meeting (AGM) to be held in 2024. M/s. PANKAJ K JAIN & ASSOCIATES, Chartered
Accountants have shown their unwillingness to continue as the statutory auditors of the

Company and hence, their appointment will be valid only till the AGM conducted for the year ended
31st March, 2024.

In view of the above, the Company has approached M/s. P D M S AND CO. Chartered Accountants,
to be appointed as statutory auditors of the company for the upcoming one term. The Company has
requested an eligibility certificate from P D M S AND CO. Chartered Accountants, the new incoming
auditors confirming that their appointment if made will be within the limits as laid under Companies
Act, 2013.

16. BOARD COMMENTS ON THE REMARKS MADE BY THE AUDITOR IN AUDITORS'' REPORT:

The Auditors'' Report has the following disclosures:

The erstwhile LLP "Acetech Ventures LLP" has taken loan from its designated partners and partners

and the relative and friends of designated partner and partner. On the date of its conversion, the
loan stands in the books of the company as unsecured loan from others.

As per the Companies act, 2013, for the year ended 31st March, 2013, the status of the entity is a

PUBLIC LIMITED COMPANY and these loans are considered as DEPOSIT as per Section 73 and 76 of
the Companies'' Act, 2013 read with The Companies (Acceptance of Deposit) Rules, 2014.

The entity was a LLP for the major part of the financial year 01/04/2023 to 20/02/2024 and a PUBLIC

LIMITED COMPANY from 21/2/2024 to 31/03/2024. Hence, the payment of these loan amount upon
conversion of the LLP into Public Company could not be done before the closing of the year.

As on the date of signing of this report, repayment of the said deemed deposit amounting to Rs.
2,43,30,445 is still pending at the Company''s end.

Board''s Reply:

As the Company''s status was LLP for a major part of the financial year, acceptance of loan in LLP was
never prohibited. Upon the date of conversion from LLP to Public limited Company, these amount
came under the ambit of "Deposits". Further, as the law is silent on these kind of transactions upon
conversion of entity into different structure altogether, it becomes difficult to assess the time line
for repayment of these amounts.

The default under section 73 and 76 of the Companies Act, 2013 is purely due to conversion

formalities taking place and not an intentional default. The Company is trying to repay the loan
amount as soon as possible.

The Notes on Financial Statement referred to in the Statutory Auditors Report are self-explanatory
and do not call for any future comments.

17. EXTRACT OF ANNUAL RETURN:

The Company is having a Website, hence this requirement of hosting MGT 7 on the Company''s
website is applicable to the company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loans, Guarantee and Investments covered under section 186 of
the Companies Act, 2013 for the financial year ended 31st March 2024.

19. DEPOSIT:

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

However, the erstwhile LLP "Acetech Ventures LLP" has taken loan from its designated partners and

partners and the relative and friends of designated partner and partner. On the date of its

conversion, the loan stands in the books of the company as unsecured loan from others.

As per the Companies act, 2013, for the year ended 31st March, 2013, the status of the entity is a

PUBLIC LIMITED COMPANY and these loans are considered as DEPOSIT as per Section 73 and 76 of
the Companies'' Act, 2013 read with The Companies (Acceptance of Deposit) Rules, 2014.

The entity was a LLP for the major part of the financial year 01/04/2023 to 20/02/2024 and a PUBLIC

LIMITED COMPANY from 21/2/2024 to 31/03/2024. Hence, the payment of these loan amount upon
conversion of the LLP into Public Company could not be done before the closing of the year.

As on the date of signing of this report, repayment of the said deemed deposit amounting to Rs.
2,43,30,445 is still pending at the Company''s end.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the

Act or the details of deposits which are not in compliance with the Chapter V of the Act is not
applicable as no fresh loan or amount was accepted in the capacity of public limited company.
However, following is the amount brought forward from the books of LLP as borrowings from others
which are treated as deemed deposit is enclosed as Annexure B.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No agreement was entered with related parties by the Company during the current year. All the
related party transactions were entered by the Company in ordinary course of business and were in
arm''s length basis.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the company during the year under review. Company has not
carried out any specific research and development activities. The information related to technology
absorption and innovation is reported to be Nil.

22. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year, the total foreign exchange used was Rs. Nil and the total foreign exchange earned
was Rs. Nil.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013: The company has in place a policy for prevention of sexual
harassment in accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company did not receive any complain during
the year 2023-24.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Based on the framework of internal financial controls established and maintained by the Company,
work performed by the statutory auditors and external agencies, the reviews performed by
Management and the Board, is of the opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2023-24.

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.

26. OTHER DISCLOSURE

a. REPORTING OF ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

CODE.2016:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial
year.

b. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

C. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence
no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of the Act
read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
_e DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of
the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.

27. COMPLIANCE WITH SECRETARIAL STANDARD:

TheCompany has Complied with the applicable Secretarial Standards (as amended from time to
time)on meetings of the Board of Directors issued by The Institute of Company Secretaries of India
andapproved by Central Government under section 118(10) of the Companies Act, 2013.

28. DETAILS IN RESPECT OF FRAUD:

The Auditor''s Report doesn''t contain any information in relation to fraud.

29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement loan from the Banks or
Financial Institutions.

30. DIRECTORS''S RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of Sub- section (3) of Section 134 of
the Companies Act, 2013 shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
the directors have been 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 loss of the company for that year;

the directors have been taken proper and sufficient care for the maintenance of

^(c) 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; the directors have been prepared the annual accounts on a going

(d) concern basis; and the company is unlisted company, hence, clause (e) is not

(e) applicable the directors have devised proper systems to ensure compliance with the

(f) provisions

of all applicable laws and that such systems were adequate and operating
effectively.

31. ACKNOWLEDGEMENTS

The directorsplace on records their sincere appreciation for the assistance and co-operation extended
byBank, its employees, its investors and all other associates and look forward to continue fruitful
association with all business partners of the company.

For & On Behalf of Board of Directors,

ACETECH VENTURES LIMITED

SWETA SARAOGI MADHAVI SHARMA

(DIRECTOR) (DIRECTOR)

(DIN:07050186) (dIN:08428521)

Place: Thane

Date: 30th September, 2024.