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ACE SOFTWARE EXPORTS LTD.

26 November 2025 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE849B01010 BSE Code / NSE Code 531525 / ACESOFT Book Value (Rs.) 78.49 Face Value 10.00
Bookclosure 20/11/2025 52Week High 369 EPS 3.34 P/E 78.23
Market Cap. 397.75 Cr. 52Week Low 176 P/BV / Div Yield (%) 3.33 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors are pleased to present the 31st 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