To The Members, Accel Limited

Your directors are elated to present their report on the Company's Business Operations along with the Audited Financial Statements for the year ended 31st March 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

REVIEW OF OPERATIONS

During the year under review, your Company recorded a total revenue of Rs. 16,816.70 lakhs (Previous Year Rs. 16,648.46 lakhs) on a standalone basis. The Company reported a Net Profit after tax of Rs. 543.66 lakhs (Previous Year Rs. 178.77 lakhs) on a standalone basis, and Rs. 533.23 lakhs (Previous Year Rs. 183.76 lakhs) on a consolidated basis.

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 really division focusing on providing ready-to-use plug and play IT space, in their own built-up space in KINFRA SEZ, Trivandrum.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year 2025-26.

MERGER APPLICATION

As reported in the previous year, the Board of Directors had proposed the merger of M/s. Accel Media Ventures Limited ("AMVL"), a subsidiary of the Company, with the Company ("the Scheme"), with effect from the appointed date of 1st April 2024, and an application in this regard was filed before the Hon'ble National Company Law Tribunal, Chennai ("NCLT").

The Hon'ble NCLT, vide its order dated 10th March 2026, has sanctioned the Scheme of Amalgamation of AMVL with the Company. Pursuant to the said order, AMVL stands amalgamated with the Company with effect from the appointed date of 1st April 2024, and the Authorised Share Capital of the Company stands revised in accordance with the Scheme. The Company has given effect to the Scheme in the Audited Standalone and Consolidated Financial Results for the year ended 31st March 2026, and the figures for the previous year have been restated accordingly.

to the Scheme in the Audited Standalone and Consolidated Financial Results for the year ended 31st March 2026, and the figures for the previous year have been restated accordingly.

Pursuant to the Scheme, the allotment of equity shares to the eligible shareholders of AMVL (other than the Company) was made by the Company on 4th May 2026, in the ratio of one equity share of the Company for every two equity shares held in AMVL. The Company has also made an application to BSE Limited for listing of the equity shares issued pursuant to the Scheme, which is currently under process.

SHARE CAPITAL

The paid-up share capital of the Company at the beginning of the financial year was Rs. 11,51,44,802/- consisting of 5,75,72,401 nos. of equity shares of Rs. 2/- each.

Pursuant to the NCLT order dated 10th March 2026 sanctioning the Scheme of Amalgamation of AMVL with the Company, the Authorised Share Capital of the Company stands revised to Rs. 33,75,00,000/- divided into 16,87,50,000 equity shares of Rs. 2/- each and Rs. 7,75,00,000/- divided into 77,50,000 cumulative preference shares of Rs. 10/- each.

As on 31st March 2026, the paid-up share capital of the Company remained at Rs. 11,51,44,802/- consisting of 5,75,72,401 equity shares of Rs. 2/- each, with an amount of Rs. 12.13 Lakhs shown as "Shares pending allotment consequent to Merger", pending issuance of equity shares to the eligible shareholders of AMVL as per the Scheme. Subsequent to the year end, the Company allotted the said shares on 4th May 2026.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2025-26, with a view to conserve resources for the Company's business requirements.

The dividend of Rs. 0.30/- per share [15% of the total paid-up share capital], aggregating to Rs. 172.72 Lakhs, recommended by the Board for the financial year 2024-25 and approved by the shareholders at the previous Annual General Meeting, was paid during the financial year 2025-26.

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 Rules'), 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 the demat account of the IEPF Authority.

During the Financial Year 2025-26, the unclaimed dividend relating to the financial year 2018-2019 amounting to Rs. 1,81,966/-, together with 1,82,617 equity shares on which the said dividend remained unclaimed, were transferred to the Investor Education and Protection Fund on 25th July 2025.

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, in compliance with the aforesaid Rules, the Company transferred an amount of Rs. 1,81,966/- (relating to the unclaimed dividend for the financial year 2018-2019) to the IEPF, and 1,82,617 equity shares corresponding to such unclaimed dividend were transferred to the demat account of the IEPF Authority on 25th July 2025. A public notice in this regard was published prior to the said transfer, in accordance with the Rules.

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

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

Pursuant to the NCLT order dated 10th March 2026, the Scheme of Amalgamation of AMVL with the Company has become effective, and the Company allotted equity shares to the eligible shareholders of AMVL on 4th May 2026 in terms of the Scheme.

The Company has made an application to BSE Limited for listing of the equity shares issued pursuant to the Scheme, which is currently under process.

Mr. S. V. Rao (DIN: 06600739) ceased to be a Whole-time Director of the Company with effect from 26th April 2026, on account of retirement. He was thereafter appointed as an Additional

(Non-Executive) Director of the Company with effect from 27th April 2026. As the said appointment, being that of an Additional Director, required ratification by the Members within three months, and such ratification did not take place within the said period, Mr. S. V. Rao resigned from the position of Additional Director with effect from the close of business hours on 24th July 2026.

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 2025-26, together with the Auditors' Report forms part of this Annual Report.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / HOLDING COMPANIES / JOINT VENTURES

Consequent to the amalgamation of AMVL with the Company with effect from 1st April 2024, AMVL has ceased to be a subsidiary of the Company. As on 31st March 2026, the Company has one subsidiary, namely Cetronics Technologies Private Limited (50% holding), and one associate company, namely Secureinteli Technologies Private Limited (formerly known as BizCarta Technologies India Private Limited) (30.97% holding). A statement containing the salient features of the financial statement of the Subsidiary/Associate Company, as per Section 129(3) of the Companies Act, 2013, is provided in Form No. AOC-1 [Annexure I].

The Company does not have any "material subsidiary" as defined under Regulation 16(1)(c) of the Listing Regulations, and accordingly the policy for determining material subsidiaries is not attracted for the financial year 2025-26.

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

? in the preparation of the annual financial statements for the year ended 31st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

? 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 31s t March 2026 and of the profit/loss of the Company for that period;

? 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 irregu larities;

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

? 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

? 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 2026 is annexed as Annexure-II.

RELATED PARTY TRANSACTIONS

During the Financial Year 2025-26, 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 the 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.

The Policy on Related Party Transactions as approved by the Board is available on the Company's website at www.accel-india.com/investors .

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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy, duly approved by the Nomination and Remuneration Committee and the Board, which lays down the criteria for determining qualifications, positive attributes and independence of Directors, and the policy relating to the remuneration of Directors, Key Managerial Personnel and other employees, in terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations. The salient features of the said Policy are disclosed in the Corporate Governance Report and the Policy is available on the Company's website at www.accel-india.com/investors .

Changes in Directors

Re-appointment of Mr. Nagarajan Krishnamurthy:

Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13th August 2025, Mr. Nagarajan Krishnamurthy (DIN: 02172617) was re-appointed as an Independent Director of the Company for a second term of five years, with effect from 1st October 2025 up to 30th September 2030, by way of Special Resolution passed by the members at the 39th Annual General Meeting held on 29th September 2025.

Alteration in terms of remuneration of Mr. N. R. Panicker:

The members, at the 39th Annual General Meeting held on 29th September 2025, approved by way of Special Resolution the alteration in the terms and conditions of remuneration of Mr. N. R. Panicker (DIN: 00236198), Chairman and Managing Director of the Company, effective from 1st April 2025, in supersession of the terms approved earlier vide Postal Ballot dated 13th November 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. During the year, Ms. Shruthi Panicker (DIN: 07148631), Director, who retired by rotation at the 39th Annual General Meeting held on 29th September 2025, being eligible, was re-appointed as a Director of the Company at the said meeting.

Mr. N. R. Panicker (DIN: 00236198), Chairman and Managing Director, being the longest in office amongst the Directors liable to retire by rotation, retires by rotation at the ensuing 40th Annual General Meeting and, being eligible, has offered

himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.

Change in Key Managerial Personnel

Mr. Rajesh Kumar Nandi ceased to be the Chief Financial Officer of the Company with effect from 31st October 2025, consequent to his resignation.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Senthil R as the Chief Financial Officer of the Company with effect from 12th November 2025.

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

? they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

? 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 Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they meet 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 is attached to this report as Annexure-IV.

No commission was paid or is payable to the Managing Director or the Whole-Time Director, whether by the Company or by any of its subsidiary companies, during the financial year 2025-26, in terms of Section 197(14) of the Act.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company has an existing Employee Stock Option Scheme. During the financial year 2025-26, there was no fresh grant, vesting or exercise of options under the Scheme, and accordingly there is nothing to report under Section 62(1)(b) of the Act read with the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year under review.

MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act is not applicable to the Company for the financial year 2025-26.

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 (Firm Reg. No. 100186W) continue as the Statutory Auditors of the Company, having been appointed for a period of 5 years at the Annual General Meeting of the Company held on 29th September 2021, to hold office till the conclusion of the 40th Annual General Meeting of the Company.

Auditor's Comment

Refer to Note no 48 to the Standalone Financial Statements regarding the carrying value of unquoted Investment of its one associate company amounting to Rs. 487.79 Lakhs. The management has not recognized at 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 audit 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 review undertaken, the Company understands that the valuation report was prepared by a registered valuer and was duly approved by the Board of Directors and shareholders of the associate company at a duly convened meeting. The Company is of the opinion that there is no diminution in the value of this investment and considers the present value to be the fair value. The

Company has done a turnover of Rs. 9.15 Crores during the financial year ended 31st March 2026 and is poised to achieve higher growth in turnover in the coming years, resulting in higher profitability. The Company is of the view that the reduction in valuation is purely temporary in nature and is confident of a turnaround, and hence considers the impairment, if any, to be only temporary.

Auditor's Comment

Clause number 3(iii) (d) of the CARO report says, 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.

Auditor's Comment

Clause number 3(iii)(d) of the CARO report says, 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.

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.

Internal Auditors

M/s. Varma & Varma, Chartered Accountants, continue as the Internal Auditors of the Company. There has been no change in the Internal Auditors during the financial year 2025-26.

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, and Regulation 24A of the Listing Regulations, the members at the 39th Annual General Meeting held on 29th September 2025, on the recommendation of the Audit Committee and the Board, approved the appointment of M/s. JM & Associates, Practicing Company Secretaries (Peer Review No. 1100/2021), as the Secretarial Auditors of the Company for a term of five years, commencing from the financial year 2025-26 till the financial year 2029-30. There has been no change in the Secretarial Auditors during the financial year 2025-26. The Report of the Secretarial Auditor for the financial year 2025-26 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 ensure 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.

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

In terms of Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2025-26 has been obtained from a Practicing Company Secretary and filed with BSE Limited within the prescribed timeline.

Declaration on Code of Conduct

Pursuant to Schedule V(D) of the Listing Regulations, a declaration signed by the Managing Director, confirming compliance with the Code of Conduct by the Board of Directors and Senior Management of the Company for the financial year 2025-26, forms part of the Corporate Governance Report.

DISCLOSURES

COMMITTEES OF THE BOARD

There are various Board constituted Committees as stipulated under the Act and Listing Regulations, namely the 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 the Corporate Governance Report.

I. Meetings of the Board

Eight (8) meetings of the Board of Directors were held during the financial year 2025-26. The dates on which the said meetings were held are as follows:

The attendance of each Director at the Board Meetings held during the financial year 2025-26 is given below:

I. 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 2026. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Four (4) meetings of the Audit Committee were held during the financial year 2025-26, on 29th May 2025, 13th August 2025, 12th November 2025 and 12th February 2026. The attendance of the members at the said meetings is given below:

III. Nomination And Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Rangarajan Raghavan (Chairman), Ms. Shruthi Panicker and Mr. K. Nagarajan as on 31st March 2026.

Three (3) meetings of the Nomination and Remuneration Committee were held during the financial year 2025-26, on 29th May 2025, 13th August 2025 and 12th November 2025. The attendance of the members at the said meetings is given below:

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 2026.

One (1) meeting of the Stakeholders Relationship Committee was held during the financial year 2025-26, on 12th November 2025. The attendance of the members at the said meeting is given below:

V. Corporate Social Responsibility Committee

The Committee comprises of the following Directors:

? Mr. K. Nagarajan (Chairman)

? Mr. Rangarajan Raghavan

? Mr. K. R. Varma

Two (2) meetings of the CSR Committee were held during th e financial year 2025-26, on 21st July 2025 and 12th February 2026. The attendance of the members at the said meetings is given below:

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 the 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 Whistleblower 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. An 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. A POSH case Sub Judice, Hon'ble Additional Labour Office, Lucknow pertaining to previous year was disposed by court during the reporting period.

During the financial year 2025-26, the status of complaints under the said Act is as follows:

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

During the reporting period, the Company has taken appropriate steps for ensuring compliance with the provisions relating to the 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 relevant Notes to 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 2026 is available on 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) Regulations, 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 the Company's website at https://www.accel-india.com/investors .

CEO/CFO CERTIFICATION

As required under 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The requirement to submit a Business Responsibility and Sustainability Report under Regulation 34(2)(f) of the Listing Regulations is applicable to the top 1,000 listed entities by market capitalisation. As the Company does not fall within the said threshold, the BRSR is not applicable to the Company for the financial year 2025-26.

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 the Company's operations in the future, other than the order of the Hon'ble NCLT sanctioning the

Scheme of Amalgamation referred to above. Scheme of Amalgamation referred to above, and not for cash consideration.)

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

ACKNOWLEDGEMENTS

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016, and no application has been made and no proceeding is pending under the said Code as at the end of the financial year.

There was no instance of one-time settlement of loans taken from Banks or Financial Institutions during the year, and hence disclosure of the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking the loan from Banks/Financial Institutions is not applicable.

The Company did not undertake any preferential allotment or Qualified Institutions Placement during the year, and accordingly disclosure of utilisation of proceeds under Regulation 32(7A) of the Listing Regulations is not applicable. (The equity shares allotted during the year were issued solely as consideration under the Scheme of Amalgamation referred to above, and not for cash consideration.)

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/- N R PANICKER Chairman & Managing Director DIN: 00236198

Sd/- K NAGARAJAN Director DIN: 02172617

Place: Chennai Date: 11-08-2026