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Action Construction Equipment Ltd.

Directors Report

NSE: ACEEQ BSE: 532762ISIN: INE731H01025INDUSTRY: Auto - Construction Vehicles

BSE   Rs 1003.30   Open: 1006.05   Today's Range 996.65
1016.55
 
NSE
Rs 1001.00
+2.00 (+ 0.20 %)
+4.25 (+ 0.42 %) Prev Close: 999.05 52 Week Range 917.10
1599.55
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11920.23 Cr. P/BV 8.62 Book Value (Rs.) 116.19
52 Week High/Low (Rs.) 1600/917 FV/ML 2/1 P/E(X) 29.13
Bookclosure 14/08/2025 EPS (Rs.) 34.36 Div Yield (%) 0.20
Year End :2025-03 

Your Directors are pleased to present the 31st Annual Report on the business and operation of
the Company together with Audited Statement of Accounts for the financial year ended March
31, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013("Act"):

The summarized financial highlights are depicted below:

( ' in Crores)

PARTICULARS

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from operations

3320.32

2911.54

3327.05

2913.80

Other Income

99.64

76.19

100.32

77.10

Total Income

3419.96

2987.73

3427.37

2990.90

Earnings Before Depreciation, Finance
costs, Exceptional Items and Tax

599.32

479.26

606.08

480.34

Less: Depreciation and amortization
expenses

27.65

22.89

28.31

23.24

Less: Finance Costs

28.56

23.14

28.65

23.17

Profit before exceptional items and Tax

543.11

433.23

549.12

433.94

Less: Exceptional items

-

-

-

-

Profit Before Tax

543.11

433.23

549.12

433.94

Less: Tax expense (Net)

139.48

105.59

139.88

105.74

Profit After Tax

403.63

327.64

409.24

328.20

Other Comprehensive income for the
year (net of tax)

-0.26

-0.38

-00.2

-0.24

Total Comprehensive income for the year

403.37

327.26

409.22

327.96

FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)

The brief highlights of the Company's performance (standalone)
during the financial year 2024-25:

• Total revenue from operations increased to ' 3320.32 Crores
as against ' 2911.54 Crores in the previous year-an increase of
14.04%.

• Earnings before Interest, Depreciation, Amortization, Exceptional
Items & Tax for the current year is ' 599.32 crores against
' 479.26 crores in the previous year an increase of 25.06%.

• Profit before Tax (PBT) and Profit after Tax (PAT) for the current
year are ' 543.11 crores and ^403.63 crores respectively
against ' 433.23 crores and ' 327.64 crores in the previous
year an increase of 25.36% and 23.19% respectively.

• Earnings per share is ' 27.52 for the year under review.
CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company
during the financial year ended March 31, 2025.

AMOUNTS Transferred TO Reserves

During the year under review, no amount was transferred to any of
the reserves by the Company.

Further, moment in reserves & surplus is provided in note no. 14 of
standalone financial statement and consolidated financial statement.

DIVIDEND

The Board of Directors at their meeting held on May 26, 2025, has
recommended payment of ' 2.00 i.e. (100%) per equity share of the
face value of ' 2 (Rupee Two) each as final dividend for the financial
year ended March 31, 2025. The payment of final dividend is subject
to the approval of the shareholders at the ensuing Annual General
Meeting (AGM) of the Company.

The record date for the purpose of dividend will be August 14, 2025.

DIVIDEND DISTRIBUTION pOLICY

In compliance with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Board of Directors of the Company have
adopted the Dividend Distribution Policy of the Company ("the
Policy"). The Policy inter alia, lays down various parameters for the
declaration/recommendation of dividend.

The policy is available on the Company's website at the following
https://www.ace-cranes.com/public/front/pdf/Dividend_
Distribution_Policy_ACE_2021.pdf.

UNCLAIMED DIVIDENDS

Details of outstanding and unclaimed dividends previously
declared and paid by your Company are given under the Corporate
Governance Report which forms part of this Annual Report.

SHARE CApITAL

During the year under review, there was no change in the
Authorised share capital of your Company. The authorised equity
share capital of your Company is ' 55.25 Crores and the Paid up
share capital is ' 23.82 Crores and during the year Company has
not issued any:

(a) Shares with differential rights;

(b) Sweat equity shares;

(c) Bonus shares;

(d) Debenture, bond and any other securities and

During the year, the company has not done any buy back of equity
shares.

employee stock option scheme (ESOS)

Your Company grants share-based benefits to eligible employees with
the objective of attracting and retaining talent, encourage employees
to align individual performance with the Company objectives and
to promote their active participation in the growth of the Company

through Action Construction Equipment Limited Employee Stock
Option Scheme 2021 ("Scheme"). The Scheme is in line with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB & SE Regulations") and there were no material changes to the
scheme during the financial year 2024-25.

Other details pertaining to the ESOS are provided in Note No. 44 of the
notes to Accounts of Standalone Financial Statement of the Company.

The Scheme is being implemented in accordance with SEBI (SBEB &
SE Regulation 2021) and the resolution passed by the Members. The
Secretarial Auditors certificate would be available during the Annual
General Meeting for inspection by the members.

In terms of regulation 14 of the SBEB Regulations, a statement giving
complete details, as at March 31, 2025, is available on the website of
the Company at https://www.ace-cranes.com.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). The listing
fee for the year 2025-26 has already been paid to both the Stock
Exchanges.

CREDIT RATING

ICRA Limited has reaffirmed the Long-Term Credit Rating [ICRA]
AA (Stable) (pronounced ICRA double A ) with a stable outlook and
Short-Term Credit Rating of [ICRA]A1 (pronounced ICRA A one plus)
for the bank loan facilities. This indicates Company's sound financial
health and its ability to meet the financial obligations and outlook on
the long-term rating is Stable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

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 relate and the date of this report.

DISCLOSURES RELATING TO SUBSIDIARY COMPANY AND
CONSOLIDATED FINANCIAL STATEMENTS

As per provisions of Companies Act read with rules made there
under and applicable accounting standards, list of subsidiaries of
your Company is provided as part of the notes to the consolidated
financial statements

As on March 31, 2025, the Company has following subsidiaries
Companies/Firms/trusts.

S. No.

Name of the
Company/Firm/Trust

Status

Country

holding

1.

Crane Kraft India
Private Limited

Wholly Owned
Subsidiary

India

100%

2.

SC Forma SA

(under Voluntary Liquida¬
tion)

Subsidiary

Company

Romania

89.52%

3.

Namo Metals

Partnership Firm

India

90.00%

4.

Ace Emergency Re¬
sponse Service Trust

Trust

India

100%

5

Action Construction
Equipment Limited
Employees Welfare
Trust

Trust

India

100%

Note: SC Forma SA, Romania a subsidiary of the Company is under
Voluntary liquidation process as per applicable laws in Romania.

In accordance with Section 129(3) of the Companies Act, 2013,
Regulations 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and applicable Accounting
Standards, the Company has prepared consolidated financial
statements of the Company and its subsidiaries, which form part
of the Annual Report. For details, please refer to the Consolidated
Financial Statements.

A statement containing the salient features of the financial
statement/highlights of performance of our subsidiaries in the
prescribed Form
AOC-1 is attached as Annexure-I to this Report.

There are no associates and Joint Venture Companies within the
meaning of Section 2(6) of the Companies Act, 2013 (Act) and there
has been no material change in the nature of the business of the
subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financial
statements and related information of the Company and accounts
of its subsidiaries, are available on the website of the Company at
www.ace-cranes.com. These documents will also be available for
inspection during business hours at our registered office.

In terms of the Company's Policy on determining "material
subsidiary", during the financial year ended March 31, 2025, there
is no material subsidiary of the Company whose income exceeds
10% of the consolidated income of the Company in the immediately
preceding financial year.

The Policy for determining material subsidiaries may be accessed
on the Company's website at the following link https://www.ace-
cranes.com/public/front/pdf/Policy-for-Determining-Material-
Subsidiaries-ACE.pdf

DIRECTORS AND KEY MANAGERIAL pERSONNEL

As on March 31, 2025, your Company's Board had eight members
comprising of four Executive Promoter Directors and four
Independent Directors, including one Independent Woman
Director. The details of Board and Committee composition and
other details are available in the Corporate Governance Report,
which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board
has identified core skills, expertise, and competencies of the
Directors in the context of your Company's business for effective
functioning. The key skills, expertise and core competencies of

the Board of Directors are detailed in the Corporate Governance
Report, which forms part of this Annual Report.
Appointment/Re-appointment

The Board of Directors, in their meeting held on May 26, 2025,
had recommended for re-appointment Mr. Shriniwas vashisht
(DIN: 06572418) and Dr. Jagan Nath Chamber (DIN: 08841478),
as Non-Executive Independent Directors of the Company for a
further period of 5 years w.e.f. September 24, 2025 and November
06, 2025 respectively subject to the approval of the shareholders
in the ensuing Annual General Meeting. Their re-appointment(s)
are appropriate and in the best interest of the Company. Details
related to their re-appointment(s) as required to be disclosed
under Companies Act/listing Regulations are given in the notice of
31st AGM.

Re-appointment of Directors retiring by rotation

In accordance with the provisions of Companies Act, 2013 and
rules made thereunder (hereinafter referred as "the Act") and
Articles of Association of the Company, Mrs. Surbhi Garg (DIN:
01558782), Whole-Time Director of the Company will retire by
rotation at the ensuing AGM and being eligible, offers herself for
re-appointment. Details related to her re-appointment as required
to be disclosed under Companies Act/listing Regulations is given in
the notice of 31st AGM.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses
incurred by them for the purpose of attending meetings of the
Board/ Committee(s) of the Company.

Declaration By Independent Directors

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with criteria
of independence as prescribed under sub-section (6) of Section
149 of the Act and under Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015

(hereinafter referred as "the Listing Regulations").

In the opinion of Board of Directors of the Company, Independent
Directors on the Board of Company hold highest standards of
integrity and are highly qualified, recognized and respected
individuals in their respective fields. It's an optimum mix of expertise
(including financial expertise), leadership and professionalism.

KEY MANAGERIAL PERSONNELS (KMP)

Pursuant to the provisions of Section 203 of the Companies Act,
2013 read with Rules made thereunder following are designated as
Key Managerial Personnel (KMP) of the Company:

> Mr. Vijay Agarwal, Chairman & Managing Director;

> Mrs. Mona Agarwal, Whole-Time Director;

> Mr. Sorab Agarwal, Whole-Time Director;

> Mrs. Surbhi Garg, Whole-Time Director;

> Mr. Rajan Luthra, Chief Financial Officer (CFO); and

> Mr. Anil Kumar, Company Secretary & Compliance Officer.

number of board meetings

The Board met 4 (Four) times during the year under review. The
intervening gap between the 2 (two) meetings did not exceed 120
days, as prescribed under the Companies Act, 2013 and SEBI Listing
Regulations. The details of Board meetings and the attendance of
the Directors are provided in the Corporate Governance Report,
which forms part of this Annual Report.

Independent Directors' Meeting

Pursuant to the requirements of Schedule IV of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, separate Meeting of the
Independent Directors of the Company was also held on February
07, 2025, without the presence of Non-Independent Directors and
members of the management, to review the performance of Non¬
Independent Directors and the Board as a whole, the performance
of the Chairperson of the Company, taking into account the views
of Executive Directors, and also to assess the quality, quantity
and timeliness of flow of information between the Company
management and the Board.

ANNUAL GENERAL MEETING

During the financial year 2024-25, 30th Annual General Meeting of
the Company was held on August 27, 2024 at 12:00 noon through
Video Conferencing ("VC")/Other Audio Visual Means ("OAVM").

COMMITTEES OF THE BOARD

As required under the Companies Act, 2013 and the SEBI Listing
Regulations, your Company has constituted various Statutory
Committees. Additionally, the Board has constituted internal
management committee of Directors named as "Committee of
Board of Directors (COB)" for taking the administrative decisions
of the Company. As on March 31, 2025 the Board comprised the
following committees/sub-committees.

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee;

(e) Risk Management Committee.

(f) Committee of Board of Directors (COB)

During the year, all recommendations made by the committees
were approved by the Board. A detailed note on the composition
of the Board and its committees, including its terms of reference is
provided in the Corporate Governance Report forming part of this
Annual Report.

The composition and terms of reference of all the Committee(s) of
the Board of Directors of the Company is in line with the provisions
of the Act and Listing Regulations & there were no changes in the
composition of the committees.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down
a framework in relation to remuneration and appointment of
Directors, Key Managerial Personnel and Senior Management of
the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to
Executive and Non-Executive Directors (by way of sitting fees), Key
Managerial Personnel, Senior Management and other employees.
The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Directors and criteria for
appointment of Key Managerial Personnel / Senior Management
and performance evaluation. The above policy has been posted on
the website of the Company at the following link https://www.ace-
cranes.com/public/front/pdf/RemunerationPolicyACE.pdf
.

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a
diverse board in its success. The Board has adopted the Board
Diversity Policy which sets out the approach to the diversity of the
Board of Directors. The said Policy is available on your Company's
website at the following link https://www.ace-cranes.com/public/
front/pdf/Board-Diversity-Policy-ACE.pdf.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED
ENTITY

Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there
is no agreement impacting the management or control of the
Company or imposing any restrictions or creating any liability upon
the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of Sub-section (3) of Section
134 of the Companies Act, 2013, your Directors hereby confirm
that they:

(i) Have followed in the preparation of Annual Accounts for the
financial year 2024-25, the applicable Accounting Standards
and no material departures have been made for the same;

(ii) 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 as at March 31, 2025 and of
the profit of the Company for the year ended on that date;

(iii) Had taken proper and sufficient care 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) Had prepared the annual accounts on a going concern basis;

(v) 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

(vi) Have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation
25 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, Independent Directors at their
separate meeting, without participation of the Non-Independent
Directors and Management have considered and evaluated the
Board's performance and performance of the Chairman and Non
Independent Directors. The Independent Directors in the said
meeting have also assessed the quality, quantity and timeliness of
flow of information between the Company Management and the
Board.

The Board of Directors has evaluated the performance of each of

the Independent Directors (without participation of the relevant
Director). The Board has carried out the annual evaluation of its own
performance and that of its Directors individually. The evaluation
criteria as approved by the Nomination and Remuneration
Committee included various aspects of the functioning of Board
such as composition, process and procedures including adequate
and timely information, attendance, decision making, roles and
responsibilities etc.

The performance of individual directors including the Chairman
was evaluated on various parameters such as industry knowledge &
experience, vision, commitment, time devoted etc. The evaluation
of Independent Directors was based on aspects like participation
& contribution to the Board decisions, knowledge, experience and
integrity etc.

STATUTORY AUDITORS

As per provisions of Section 139(1) of the Act, the Company has
appointed M/s B S R & Co. LLP, Chartered Accountants (Firm Regn.
No. 101248W/W-100022) as Statutory Auditors of the Company
for a period of 5 (Five) years (April 01, 2022 to March 31, 2027 i.e.
till the conclusion of the 33rd AGM to be held in the calendar year
2027, in the AGM of the Company held on September 20, 2022.

Representative of M/s B S R & Co. LLP, Statutory Auditors of your
Company attended the previous AGM of the Company held on
August 27, 2024.

STATUTORY AUDITORS' REPORT

Statutory Auditors have expressed their unmodified opinion on
the Standalone and Consolidated Financial Statements and their
reports do not contain any qualifications, reservations, adverse
remarks, or disclaimers. The Notes to the financial statements
referred in the Auditor's Report are self-explanatory. The Auditor's
Report is enclosed with the financial statements forming part of
this Annual Report.

SECRETARIAL AUDITORS

pursuant to the provisions of Regulation 24A & other applicable
provisions of the SEBI Listing Regulations read with Section 204 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, on the recommendation of the
Audit Committee, the Board of Directors at their meetings held
on May 26, 2025 have approved appointment of M/s Vasisht &
Associates, Practising Company Secretaries subject to the approval
of the shareholders as Secretarial Auditors of the Company for a
term of 5(Five) consecutive years, to hold office from April 1, 2025
upto March 31, 2030.

A detailed proposal for appointment of Secretarial auditor forms
part of the Notice convening this AGM.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for FY 2024-25 given by the Secretarial

Auditors in Form No. MR-3 is annexed with this Report as
Annexure-II. There are no qualifications, reservations or adverse
remarks made by Secretarial Auditors in their Report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY

There is no material unlisted Indian subsidiary of the Company as
on March 31, 2025 and as such the requirement under Regulation
24A of the SEBI Listing Regulations regarding the Secretarial Audit
of material unlisted Indian subsidiary is not applicable to the
Company for FY 2024-25.

SECRETARIAL COMpLIANCE REpORT

Pursuant to regulation 24A of SEBI (Listing Obligations and
Diclouser Requirements) Regulations 2015, as ammended, in
addition to secretarial audit, Annual Secretarial Compliance
Report given by M/s Vasisht & Associates, Company Secretaries
on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder is annexed as
Annexure-III.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is
required to have the audit of its cost records conducted by a Cost
Accountant in practice.

Pursuant to the provisions of Section 141 read with Section 148 of
the Companies Act, 2013 and Rules made thereunder, M/s Vandana
Bansal & Associates, Cost Accountants (Firm Registration No.
100203) has been appointed as the Cost Auditors of the Company
for the year ending March 31, 2025. A resolution seeking approval
of the Shareholders for ratifying the remuneration payable to
the Cost Auditors for FY 2025-26 is provided in the Notice of the
ensuing Annual General Meeting.

Cost audit report for financial year 2024-25 will be filed with the
Ministry of Corporate Affairs within stipulated time period.

INTERNAL AUDIT

The Board of Directors of the Company has appointed M/s Ernst
& Young (EY)
as Internal Auditor of the Company, to audit the
function and activities of the Company and to review various
operations of the Company; the Company continued to implement
their suggestions and recommendations to improve the control
environment.

DETAILS IN RESpECT OF FRAUDS REpORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REpORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors, Secretarial Auditors, Cost Auditors & internal
Auditor of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143 (12) of the
Companies Act, 2013, including rules made there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Details of the CSR Committee are provided in the Corporate
Governance Report, which forms part of this Annual Report. The
CSR policy is available on the Company's website at link https://
www.ace-cranes.com/public/front/pdf/CSR Policy-New Policy
2021.pdf. The Annual Report on CSR activities is annexed and forms
part of this report as
Annexure - IV. During the financial year, your
Company has met its CSR obligations in terms of Section 135 of the
Act. Your Company has spent more than 2% of its statutory CSR
obligations.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain highest standards of
corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI Listing Regulations, forms part of this
Annual Report along with the required certificate from a Practicing
Company Secretary, regarding compliance of the conditions of
corporate governance.

Your Company has formulated and implemented a Code of Conduct
for all Board members and senior management personnel of the
Company ("Code of Conduct"), who have affirmed the compliance
thereto. The Code of Conduct is available on the website of your
Company and the link for the same is https://www.ace-cranes.com/
public/front/pdf/11-CODE-OF-BUSINESS-CONDUCT-AND-ETHICS.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year as stipulated
under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended is separately given
and forms part of this Annual Report and provides a more detailed
analysis on the performance of individual businesses and their
outlook.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit
Committee and Board for its approval. An omnibus approval from
Audit Committee is obtained at the beginning of the financial year
for the related party transactions which are repetitive in nature. All
transactions with related parties entered into during the year under
review were at arm's length basis and in the ordinary course of
business and in accordance with the provisions of the Act and the
rules made thereunder, the SEBI Listing Regulations and Company's
Policy on Related Party Transactions.

During the year, your Company has not entered into any transactions
with related parties which could be considered material in terms of
Section 188 of the Act.

Further, the prescribed details of related party transactions of the
Company in Form No.
AOC-2, in terms of section 134 of the Act
read with Rule 8 of the Company (Accounts) Rules, 2014 is given as

Annexure-V to this report.

The Policy on materiality of related party transactions and dealing
with related party transactions may be accessed on the Company's
website at https://www.ace-cranes.com/home/investor-policies-
and-programme-codes
.

Your Directors draw attention of the members to note 33 in the
notes to accounts in the Standalone Financial Statements and to
note 34 in the notes to accounts in the Consolidated Financial
Statements which sets out related party disclosures.

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the
stock exchanges, for the related party transactions.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2025 comprises of the
following Directors: Mr. Avinash Parkash Gandhi (Chairman),
Mr. Vijay Agarwal, Mr. Shriniwas Vashisht, and Dr. Jagan Nath
Chamber as Members. For more details kindly refer to the section
'Committees of the Board-Audit Committee', in the Corporate
Governance Report, which forms part of this Annual Report.

All recommendations of Audit Committee were accepted by the
Board of Directors.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee in
Compliance with the requirements of Regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The details of this Committee and its terms of reference are
set out in the Corporate Governance Report, which forms part of
this Annual Report.

The Company has also formulated the Risk Management Policy,
to identify risks and minimize their adverse impact on business
and strives to create transparency which in turn enhances the
Company's competitive advantage.

According to the aforesaid business risk policy, the Company has
identified the business risks associated with its operations and an
action plan for its mitigation of the same is put in place. The business
risks and its mitigation have been dealt with in the Management
Discussion and Analysis Section of this Annual Report.

INTERNAL CONTROL SYSTEMS AND Their ADEQUACY

Your Company maintains adequate internal control system and
procedures commensurate with its size and nature of operations.
The internal control systems are designed to provide a reasonable
assurance over reliability in financial reporting, ensure appropriate
authorization of transactions, safeguarding the assets of the
Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well defined delegation of

authority and a comprehensive Management Information System
coupled with quarterly reviews of operational and financial
performance, a well-structured budgeting process with regular
monitoring of expenses and Internal audit. The Internal Audit
reports are periodically reviewed by the management and the
Audit Committee and necessary improvements are undertaken, if
required.

During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for Directors and
employees in confirmation with Section 177 of the Act and
Regulation 22 of SEBI Listing Regulations, to facilitate reporting of
the genuine concerns about unethical or improper activity, without
fear of retaliation.

The vigil mechanism of your Company provides for adequate
safeguards against victimisation of whistle blowers who avail of the
mechanism and also provides for direct access to the Chairman of
the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit
Committee. The Whistle Blower Policy is available on Company's
website at https://www.ace-cranes.com/public/front/pdf/5-
Whistle-Blower-Policy.pdf
. During the year, no case of genuine
concerns received under this policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) and that such
systems are adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF
SEXUAL Harassment OF WOMEN AT WORKPLACE

The Company has laid down sexual harassment policy pursuant
to provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made
thereunder. The objective of this policy is to provide protection
against sexual harassment of women at workplace and for the
prevention and redressal of complaints of sexual harassment and
for matters connected therewith. The Company has zero tolerance
on sexual harassment at workplace. During the financial year 2024¬
25, no complaint was received under this policy.

RESEARCH AND DEVELOPMENT

Your Company continues to invest in a comprehensive Research
& Development (R&D) program to develop a unique source of
sustainable competitive advantage and build future readiness
by leveraging contemporary advances in several relevant areas
of science and technology and blending the same with classical
concepts of product development.

The Company has dedicated R&D centers at Jajru Road, Faridabad
and at Dudhola Link Road, Dudhola Village, Palwal. Both these
centers have accreditations from the Ministry of Science and
Technology, Govt. of India. Both the centers continuously carries
out Research and Developments for developing new products
and also focus on the quality of products, making them more
economical, cost effective and user friendly.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the
regulators or courts or tribunals impacting the going concern
status and Company's operations in future.

PARTICULARS OF REMUNERATION OF DIRECTORS/ kMP/
EMPLOYEES

In terms of provisions of Section 197(12) of the Act, read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the
prescribed limits are available with the Company Secretary. In terms
of the first proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of
the Company. Any member interested in obtaining such particulars
may write to the Company Secretary of the Company and the same
will be furnished on request. Disclosures pertaining to remuneration
and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is enclosed as
Annexure- VI and
forms an integral part of this Report.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any
public deposits under Chapter V of the Companies Act, 2013 and
as such, no amount on account of principal or interest on public
deposits was outstanding as of March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013.

Particulars of loans, guarantees and investments under Section 186
of the Companies Act, 2013 as at the end of the financial year 2024¬
25 are provided in the notes to standalone financial statements.

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

Information pursuant to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required
to be disclosed under the Companies Act, 2013 is annexed as
Annexure-VII and forms a part of this report.

ANNUAL RETURN

The extracts of the Annual Return of the Company in Form MGT-
9
, as they stood on the close of the financial year i.e. March 31,
2025 is furnished in
Annexure-VIII and forms part of this Report.
Further, a copy of the Annual Return of the Company containing
the particulars prescribed under section 92 of the Companies Act,
2013, in Form
MGT-7, as they stood on the close of the financial
year i.e. March 31, 2024 is uploaded on the website of the
Company and link for the same is https://www.ace-cranes.com/
home/mgt-7.

INVESTORS EDUCATION AND pROTECTION FUND (IEpF)

In accordance with the applicable provisions of Companies
Act, 2013 read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), all unclaimed dividends are required to be transferred by
the Company to the IEPF, after completion of seven (7) years.

Further, according to IEPF Rules, the shares on which dividend has
not been claimed by the shareholders for seven (7) consecutive
years or more shall be transferred to the demat account of the IEPF
Authority.

The details relating to amount of dividend transferred to the IEPF
authority and corresponding shares on which dividends were
unclaimed for seven (7) consecutive years, are provided in the
Corporate Governance Report section of this Annual Report.

AWARDS AND RECOGNITIONS

Your Company continues to deliver unmatched performance
amongst its peers and has been conferred with awards every year.

The Company was awarded with many awards and recognition.

The significant awards in FY 2024-25 includes:

• India's Impactful Infra Leaders 2024 by ET Edge at the Times
Now India Infra Transformation Summit, June 27, 2024;

• Bestseller in Tower Cranes at 12th Annual Equipment India
Awards, October 2024;

> Bestseller in Mobile Cranes at 12th Annual Equipment India
Awards, October 2024;

> Listed as one of 'India's Top Value Creators' in 'India's Top 500
Value Creators' publication by Dun & Bradstreet unveiled at
the event held in Mumbai, November 2024;

> Best in Sales - Pick & Carry Cranes at Equipment Times Awards,
December 2024;

> Best in Sales - Tower Cranes at Equipment Times Awards,
December 2024;

> Listed amongst TOP 150 Wealth Creators 2025 by Dalal Street
Investment Journal Magazine, February, 2025;

> Listed amongst TOP 1000 Performing Companies for the year
2025 by Dalal Street Investment Journal Magazine, June, 2025.

BUSINESS RESpONSIBILITY AND SUSTAINABILITY REpORT

Pursuant to the provision of Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report (BRSR) for the
financial year 2024-25 is annexed as
Annexure-IX and forms part
of this report.

CYBER SECURITY

In view of increased cyber-attack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology
controls are being enhanced in-line with the threat scenarios.

Your Company's technology environment is enabled with real
time security monitoring with requisite controls at various layers
starting from end user machines to network, servers, application
and the data.

CODE FOR pREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in Company's shares by
Company's designated persons and their immediate relatives as
per the requirements under the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the procedures
to be followed by designated persons while trading/ dealing
in Company's shares and sharing Unpublished Price Sensitive
Information ("UPSI"). The Code covers Company's obligation to
maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize

with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished price
sensitive information which has been made available on your
Company's website at link https://www.ace-cranes.com/public/
front/pdf/10-CODE-OF-CONDUCT-FOR-PREVENTING-INSIDER-
TRADING.pdf Code of Conduct to Regulate and for Prevention
of Insider Trading.

OTHER INFORMATION

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review or said items are not
applicable to the Company:

1. The Managing Director and the Whole Time Directors has
not received any remuneration or commission from any of
its subsidiaries.

2. During the year under review, the Company has not done any
buy back of equity shares.

3. The Disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue,
right issue, preferential issue etc. is not applicable to the
Company.

4. No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the
Financial Year 2024-25 along with their status as at the end
of the financial year is not applicable to the Company

5. The requirement to disclose the 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 along with the reasons
thereof, is not applicable.

6. Your Company does not fall under the category of large
corporate, as defined under SEBI vide its circular SEBI/HO/
DDHS/CIR/P/2018/144 dated November 26, 2018, as such no
disclosure is required in this regard.

7. During the year under review, there is no revision of financial
statements and Directors' Report of your Company.

8. No political contribution made during the year under review.
ACKNOWLEDGEMENT

The Board places on record its appreciation for the support
and continued co-operation extended by all the customers,
vendors, dealers, bankers, regulators and business associates.
The Board places on record its appreciation to all the employees
for their dedicated and committed services. Your Directors
deeply acknowledge the continued trust and confidence that the
shareholders place in the management and is confident that with
their continued support, the Company will achieve its objectives
and emerge stronger in the coming years.

Action Construction Equipment Limited

Sd/-

Place : Faridabad Vijay Agarwal

Date : May 26, 2025 Chairman & Managing Director

 
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