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To,

The Members,

Your Directors are pleased to present the 44 th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL PEFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (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:

(Amount in Lakhs)

Particulars	Standalone
	Year ended 31.03.2026	Year ended 31.03.2025
Revenue From Operations	-	51.98
Other Income	54.38	86.80
Total Income	54.38	138.77
Total Expenses	239.79	185.08
Profit/(Loss) Before Tax	(185.41)	(46.31)
Taxation
- Current Tax	-	7.88
- Previous Tax	-	-
- Deferred Tax Asset	-	(1.03)
- MAT Credit Entitlement	-	-
Profit/(Loss) After Tax	(185.41)	(53.16)
Other Comprehensive Income (net of tax)	-	-
Total Comprehensive Income for the year	(185.41)	(53.16)

APPROPRIATION:

Interim Dividend	Nil	Nil
Final Dividend	Nil	Nil
Tax on distribution of dividend	Nil	Nil
Transfer of General Reserve	Nil	Nil

The Financial Statements for the financial year ended March 31, 2026, forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of the Company on its website: https://www.acirealty.co.in/

2. FINANCIAL HIGHLIGHTS:

During the year ended March 31, 2026, Operational Revenue including other income was Rs. 54.38/- Lakhs as compared Rs. 138.77/- Lakhs in the previous year and Profit / (Loss) Before Tax was Rs. (185.41)/- Lakhs as compared to Rs. (46.31)/- in previous year while Net Profit / (Loss) Ater Tax for the financial year ended March 31, 2026 was Rs. (185.41)/- Lakhs as compared to Rs. (53.16)/- Lakhs in previous year.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. BUSINESS OPERATIONS AND CHANGE IN NATURE OF BUSINESS:

During the financial year 2025-26, there was no change in nature of business. The Company continued to be engaged in the business of real estate development, construction, contracting, building, town planning, infrastructure development and estate development, including residential layout schemes, slum rehabilitation and redevelopment projects (SRA) in Mumbai and other allied real estate development activities.

In order to enable the Company to undertake new business activities, it is proposed to alter the Main Object Clause of the Memorandum of Association (MOA) by replacing the existing Main Object Clause with new clauses of the MOA. The proposed new Main Objects encompass activities relating to aviation and airline services, aviation training and skill development, development and operation of airports and other aviation infrastructure, research, development, manufacturing and commercialisation of aircraft, drones, UAVs and aerospace technologies, defence equipment and systems, scientific and technological research and development, and infrastructure, EPC, logistics and allied activities. The Board of Directors, at its meeting held on August 10, 2026, approved the proposed alteration of the Main Object Clause, which is subject to the approval of the members of the Company at the Extra-Ordinary General Meeting (EGM) proposed to be held on September 9, 2026, and such other statutory and regulatory approvals as may be required under applicable laws.

4. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

5. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF 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.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds or shares which were required to be transferred to the Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

6. TRANSFER TO RESERVE:

During the financial year under review, the Company has incurred a loss. Accordingly, no amount has been transferred to the General Reserve or any other Reserve of the Company.

7. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26 or the previous financial years.

Your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

8. LOANS FROM DIRECTORS:

During the financial year under review, the Company has not taken any loan from the Directors. However, the Board of Directors, at its meeting held on May 29, 2026, passed a resolution approving the acceptance of an unsecured loan of up to ^2 Crores, in one or more tranches from Mr. Sanjay Mandavia.

Mr. Sanjay Mandavia has furnished a declaration in writing to the Company confirming that the amount has not been given out of funds acquired by him by way of borrowing or accepting loans or deposits from any other person.

Accordingly, the said amount falls within the exclusion provided under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, and hence is not considered as a Deposit for the purposes of the said Rules.

9. SHARE CAPITAL:

Particulars	As at March 31, 2026		As at March 31, 2025
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	13,50,00,000	13,50,00,000	13,50,00,000	13,50,00,000
Issued, Subscribed & Paid- Up Capital: Equity Shares of Rs 10/- each	11,04,90,900	11,04,90,900	11,04,90,900	11,04,90,900

However, subsequent to the closure of the financial year, the Board of Directors at its meeting held on August 10, 2026, subject to the approval of the Members of the Company, approved the proposal for increase in the Authorised Share Capital of the Company from Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty Lakhs Only), comprising 13,50,00,000 (Thirteen Crores Fifty Lakhs) Equity Shares of ^1/- (Rupee One Only) each, to Rs. 50,00,00,000/- (Rupees Fifty Crores Only), comprising 50,00,00,000 (Fifty Crores) Equity Shares of ^1/- (Rupee One Only) each.

During FY 2025-26, there was no change in the issued, subscribed and paid-up share capital of the Company, and no corporate action such as rights issue, preferential allotment, bonus issue, stock split, buy-back or other alteration in the capital structure was undertaken.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on August 10, 2026, approved, subject to the approval of the members at the EGM proposed to be held on September 9, 2026, the issuance and allotment on a preferential basis of up to 3,20,00,000 fully paid-up Equity Shares of Re. 1/- each at an issue price of Rs. 1.53/- per Equity Share, aggregating up to Rs. 4,89,60,000/-.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

11. DETAILS AND REPORT ON PERFORMANCE OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company /Joint Venture /Associate Company during the year under review.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year 2025-26, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") were not applicable to the Company, as the Company did not meet the prescribed eligibility criteria/thresholds specified under the Act and the rules made thereunder for applicability of CSR provisions. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate or implement a CSR Policy, undertake CSR activities or incur any expenditure towards CSR during the financial year under review. Consequently, the disclosures prescribed under Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, including disclosures relating to CSR expenditure, are not applicable to the Company for the financial year 2025-26.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

(A) Conservation of energy:

Steps taken or impact on conservation of energy.	The operations of the Company do not involve high energy consumption. However, the Company has for many years been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
Steps taken by the company for utilizing alternate sources of energy.	None
Capital investment in energy conservation equipment	Nil

(B) Technology absorption:

Efforts made towards technology absorption	None
Benefits derived like product improvement, cost reduction, product development or import substitution
In the case of imported techno beginning of the financial year):	ogy (imported during the last three years reckoned from the
Details of technology imported	None
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo-

Further, the details pertaining to Foreign Exchange Earnings and Outgo are tabled below:

Particulars		April 01, 2025, to March 31,	April 01, 2024, to March
		2026	31, 2025
Actual Foreign earnings	Exchange	NIL	NIL
Actual Foreign outgo	Exchange	NIL	NIL

14. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

Adequate internal controls systems and checks are in place commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

16. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD-1 AND SECRETARIALSTANDARD- 2:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Meetings of the Board of Directors and General Meetings.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of March 31, 2026, the Company's Board had six members. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI 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.

Below are the changes in the composition of the Board during F.Y. 2025-2026,

i) Appointment:

Mr. Pradeep Natvarlal Dhanuka (DIN: 00326544) was appointed as Executive Director and Chief Financial Officer during the period of F.Y. 2025-2026 with effect from July 18, 2025.

Mrs. Nidhi Pradeep Dhanuka (DIN: 00326545) was appointed as Non-Executive - Non-Independent Director during the period of F.Y. 2025-2026 with effect from July 18, 2025.

Mr. Sanjay Natvarlal Mandavia (DIN: 03606814) was appointed as Executive Director with effect from February 21, 2026.

Mr. Navneet Kumar (DIN: 10725183) was appointed as Non-Executive Independent Director with effect from April 24, 2026.

ii) Cessation:

Mr. Kushal Chand Jain (DIN: 03545081) has resigned from the position of Managing Director of the company with effect from September 05, 2025.

Mr. Pradeep Natvarlal Dhanuka has resigned from the position of Managing Director and Chief Financial Officer of the company with effect from May 18, 2026.

Mrs. Krishna Vyas and Mr. Hemantkumar S Jain have resigned from the position of Non-Executive Independent Director of the Company with effect from August 14, 2026

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 (the 'Act') and SEBI Listing Regulations.

As of March 31, 2026, the Board of the Company comprises Six Directors out of which two Executive Directors, three Independent Directors and one Non-Executive Non-Independent Director including one Woman Director.

None of the directors of the company are disqualified under the provisions of the Act.

iii) Retirement by rotation:

In accordance with the provisions of the Act, Mrs. Nidhi Dhanuka (DIN: 00326545) Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. Your Directors recommend her approval.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from her pursuant to Section 164 (1) and (2) of the Companies Act, 2013.

18. KEY MANAGERIAL PERSONNEL:

During the period under review, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Dilip Kumar Dhariwal, Chief Financial Officer, resigned with effect from September 5, 2025

• Mr. Pradeep Dhanuka, appointed as Managing Director and Chief Financial Officer, with effect from September 5, 2025

• Mr. Kushal Chand Jain, Managing Director, resigned with effect from September 5, 2025

• Ms. Sarika Mehta, Company Secretary & Compliance officer

• Mr. Sanjay Mandavia, Executive Director, with effect from April 24, 2026

19. DECLARATION FROM INDEPENDENT DIRECTORS :

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended) and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

20. INDEPENDENT DIRECTORS' MEETING:

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met separately on March 6, 2026, without the presence of the Non-Independent Directors and members of the management.

The Independent Directors, inter alia, deliberated upon and reviewed the following matters:

a. Performance of the Non-Independent Directors and the Board as a whole;

b. Performance of the Chairperson of the Company, taking into account the views of the Executive Directors and Non-Executive Directors;

c. Quality, quantity and timeliness of the flow of information between the Company's management and the Board, which is necessary for the Board to effectively and reasonably perform its duties; and

d. Compliance with the applicable provisions of Schedule IV to the Companies Act, 2013, relating to the Code for Independent Directors.

All Independent Directors were present at the meeting. The Independent Directors expressed their satisfaction with the overall performance of the Board, its Committees and the Chairperson, and also

with the quality, quantity and timeliness of the information provided by the management to the Board.

21. DISQUALIFICATION OF DIRECTORS:

During the financial year 2025-2026 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

Further, the Company has also taken a certificate of non-disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the annual report.

22. NUMBER OF MEETINGS OF THE BOARD:

The Board met 07 (Seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act 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.

23. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31, 2026, the Board has constituted the following committees:

a) Audit Committee:

The Audit Committee of Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the Annual Report.

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary of the Company acts as a secretary to the Committee.

The details of the meetings of the Audit Committee held during the year under review and the attendance of the members thereof forms part of the Corporate Governance Report forming part of the annual report.

During the financial year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

b) Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Board of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Nomination and Remuneration Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the annual report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive

attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Minimum Qualification, Positive Attributes, Independence, and Experience are the major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company.

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.acirealty.co.in/

The details of the meetings of the Nomination & Remuneration Committee held during the year under review and attendance of each member thereof forms part of the Corporate Governance Report forming a part of the annual report.

c) Stakeholder Relationship Committee:

The Stakeholder & Relationship Committee of the Board of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee as on the year ended March 31, 2026, forms part of the Corporate Governance Report forming part of the annual report.

The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.

The details of the meetings of the Stakeholders' Relationship Committee held during the year under review and attendance of each member thereof forms part of the Corporate Governance Report forming part of the annual report.

24. BOARD EVALUATION:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014, the Board has carried out the formal annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The manner in which the evaluation was carried out has been explained below:

• Performance Evaluation criteria: Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman by the Nomination and Remuneration committee as per the structured mechanism who were evaluated on following parameters / criteria:

• Participation and contribution by a director,

• Commitment (including guidance provided to senior management outside of Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behavior and judgment,

• Observance of Code of Conduct, and

• Impact and influence

In the opinion of the Board, Independent Directors of the Company possess the necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.

At the Board meeting that followed the above-mentioned meeting of the Independent Directors, 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.

25. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Members of the Board of the Company are afforded many opportunities to familiarize themselves with the Company its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company its various operations and the industry in which it operates in addition to regular presentation on technical operations marketing and exports and financial statements. In addition to the above Directors are periodically advised about the changes effected in the Corporate Law Listing Regulations with regard to their role's rights and responsibilities as Directors of the company. The same is available on the website of the company.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment which also stipulates various terms and conditions of their engagement.

Executive Directors provide an overview of the operations and familiarize the new Independent and NonExecutive Directors on matters related to the Company's values and commitments. They are also introduced to the organization structure constitution of various committee's board procedures risk management strategies etc.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of

affairs of the Company at the end of financial year and of the profit/loss of the Company for the year;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

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

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

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as "Annexure 4" to this report .

28. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under provisions of Regulation 15 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as "Annexure 5" to this report.

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance and is provided as "Annexure 6" to this report.

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles, the company has created a corporate structure based on business needs and maintains a great degree of transparency through regular disclosures with a focus on adequate control systems.

29. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its status. Your Company is registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company received no complaints on SCORES during the financial year 2025-26.

30. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on March 31, 2026 is available on the Company's website http://www.acirealty.co.in/investor-relations.php

31. RELATED PARTY TRANSACTIONS:

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of

the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All related party transactions ("RPT") entered into during the financial year 2025-26 were in accordance with the Company's RPT Policy and on an arms' length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party transactions.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm's length basis.

Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

33. STATUTORY AUDITORS & AUDITORS' REPORT:

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No.: 106456W), Mumbai, were appointed as the Statutory Auditors of the Company for a period of five years commencing from the financial year 2025-26 and continuing up to the conclusion of the Annual General Meeting to be held for the financial year 2029-30.

The Auditors have issued their Report on the Financial Statements of the Company for the financial year ended March 31, 2026, which forms part of this Annual Report. And the Notes to the financial statements referred in the Auditors' Report are self-explanatory.

34. SECRETARIAL AUDITORS & AUDITORS' REPORT:

Pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the applicable provisions of the Companies Act, 2013 ("Act"), M/s. Nishant Bajaj & Associates, Practicing Company Secretaries (C.P. No. 21538; Peer Review No. 2582/2022) were appointed as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, at the Annual General Meeting of the Company held on September 30, 2025. However, M/s. Nishant Bajaj & Associates, Practicing Company Secretaries, resigned from the office of Secretarial Auditor of the Company with effect from close of business hours of August 27, 2026.

Consequent to the resignation, the Board of Directors, based on the recommendation of the Audit Committee and after considering the experience, professional expertise, market standing, efficiency of the audit team and independence of the proposed auditor, at its meeting held on August 27, 2026, approved the appointment of M/s. D Maurya and Associates, Practicing Company Secretaries, Mumbai (Peer Review No. 2544/2022) as the Secretarial Auditor of the Company, subject to the approval of the Members at the ensuing Annual General Meeting, for a term of five consecutive financial years commencing from FY 2026-27 to FY 2030-31.

M/s. D Maurya and Associates, Practicing Company Secretaries, have confirmed their eligibility and consent to act as the Secretarial Auditors of the Company and have further confirmed that they are not disqualified from being appointed as Secretarial Auditors under the applicable provisions of the Act and the SEBI Listing Regulations.

In accordance with the provisions of Section 204 and Section 134(3) of the Act, read with Regulation 24A of the SEBI Listing Regulations, the Company is required to obtain a Secretarial Audit Report from a Practicing Company Secretary. The Secretarial Audit Report issued by M/s. Nishant Bajaj & Associates, Practicing Company Secretaries, in Form MR-3 for the financial year ended March 31, 2026, forms part of this Directors' Report and is annexed hereto as "Annexure 1".

The Secretarial Auditors' Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comment from the Board. The observations, if any, made by the Auditors in their report for the financial year ended March 31, 2026 are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

35. INTERNAL AUDITORS & AUDITORS' REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed Ms. Divya Sarraf, as the Internal Auditor of the Company for financial year 2025-26.

The observations made in the Internal Auditors' Report, if any are self-explanatory and therefore do not call for any further comments.

The Board, upon the recommendation of the Audit Committee at their meeting head on August 27, 2026, has appointed M/s. JVJ & Co., Chartered Accountants, as the Internal Auditor of the Company for the financial year 2026-27.

36. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is not required to appoint a Cost Auditor.

37. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

38. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure 2" to this Report.

39. SEXUAL HARASSMENT POLICY:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-2026.

No. of Complaints pending at the beginning of the financial year	NIL
No. of Complaints Received	NIL
No. of Complaints Disposed off	NIL
No. of cases pending for more than 90 days	NIL

40. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

41. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct. Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an email, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on the raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation financial statements and reports, etc.

The employees of the Company have the right/option to report their concerns/grievances to the Chairman of the Board of Directors and it also provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine whistle-blowers are accorded with complete protection from any kind of unfair treatment or victimization.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The said policy is also available on the website of the Company at www.acirealty.co.in.

42. LISTING ON STOCK EXCHANGE:

The equity shares of the Company are listed on BSE Ltd having Nation-wide terminals.

43. DEPOSITORY SYSTEM:

Your Company's equity shares are in Demat form. The Company has appointed National Securities Depository Limited (NSDL) as the designated depository to the Company.

44. RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy for the identification and management of risks, including the identification, assessment, monitoring, and mitigation of key business risks. Major risks

identified across business and functional areas are systematically addressed through appropriate mitigation measures on a continuous basis, commensurate with the nature, size, and complexity of the Company's operations and risk profile. The Policy has been formulated in accordance with the guidelines issued by SEBI and the Stock Exchanges in this regard.

45. 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, application and the data. During the year under review, your Company did not face any incidents or breaches or data breach or loss of data in cyber security.

46. CODE OF CONDUCT:

The 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 Securities and Exchange Board of India (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. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

47. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at March 31, 2026. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

48. RAISING OF FUNDS BY ISSUANCE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

During the period under review, company does not raise any funds by issuing convertible warrants on preferential basis.

49. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, the Promoter, Pujya Guruwar Textiles India Private Limited, sold an aggregate of 2,52,79,116 equity shares of the Company through market transactions on various dates.

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

50. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS:

Pursuant to Regulation 46(2)(f) of the SEBI (LODR), Regulation, 2015, the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at https://www.acirealty.co.in/

51. INSIDER TRADING:

The Board, in consultation with the Stakeholder's Relationship Committee, has laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy. The policy is available on the website at https://www.acirealty.co.in/.

52. MEANS OF COMMUNICATION:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company's Website and stipulated communications to the Stock Exchange where the Company's shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company's Policies etc.

53. HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that focus on people's attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.

The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 to protect and safeguard the interest of the employees.

54. WEBSITE:

The Company maintains a website at https://www.acirealty.co.in/, which provides basic information about the Company, including details of its business, financial information, shareholding pattern, contact details of the Designated Official responsible for assisting investors and handling investor grievances, and such other information as may be required under Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Company ensures that the contents of its website are updated periodically and that the information disclosed therein is maintained in accordance with the applicable provisions of the Listing Regulations.

55. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

56. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

57. DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013 forms part of the Corporate Governance report.

58. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

59. DISCLOSURE RELATED TO FUND RECEIVED FROM DIRECTOR AND ITS RELATIVE:

The Company has not received funds from its Directors and their relatives during the financial year. Such funds, being exempted under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, do not fall within the ambit of deposits. Accordingly, the Company has not been required to obtain necessary declarations from the Directors and their relatives confirming that the funds provided are out of their own sources and not borrowed.

However, the Board of Directors, at its meeting held on May 29, 2026, passed a resolution approving the acceptance of an unsecured loan of up to ^2 Crores, in one or more tranches from Mr. Sanjay Mandavia. Mr. Sanjay Mandavia has furnished a declaration in writing to the Company confirming that the amount has not been given out of funds acquired by him by way of borrowing or accepting loans or deposits from any other person. Accordingly, the said amount falls within the exclusion provided under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, and hence is not considered as a Deposit for the purposes of the said Rules.

60. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

There has been no one time settlement of Loans taken from Banks and Financial Institutions.

61. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

62. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT, 2013:

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility, and such feature has been duly enabled and operated throughout the year. The audit trail has been maintained and preserved in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

63. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014 READ WITH RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations. Accordingly, the Managing Director of the company has appointed by the Board of Director as the Designated Person under this rules.

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

The Company has not issued any shares with differential rights and hence no information as per

provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

65. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

66. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

As per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and other applicable Regulations, no equity shares were issued under the Employees Stock Option Scheme during the financial year.

67. DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:

The company is in compliance with the provisions of Rule 8 Of Companies (Accounts) Rules, 2014.

68. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

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

69. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

70. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

Regd Office:	By Order of The Board of Directors
Off No. 512, 5th Floor, Hubtown Solaris, NS Phadake Road, Saiwadi, NR Flyover Bridge,	For ACI INFO COM LIMITED
Andheri East, Mumbai 400069	Sd/-
	Sanjay Natvarlal Mandavia
CIN: L72200MH1982PLC175476	Whole Time Director
	DIN: 03606814
Date: August 27, 2026 Place: Mumbai	Sd/-
	Nidhi Dhanuka
	Director
	DIN: 00326545