Pace Digitek Ltd

To

The Members,

Pace Digitek Infra Private Limited

Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board's Report shall be prepared based on the stand-alone financial statements of the company.

The Company's financial performance for the year under review along with the previous year figures is given hereunder:

(Amount in Lakhs)

2. RESULTS OF OPERATIONS

The Company is engaged in Sale of Power Management Unit/lntegrated power management Unit and servicing of Telecom Sites. The market for products and service is widespread throughout the Country.

During the financial year ended 31st March 2024 total revenue of the Company was Rs. 239628.71/- as against the revenue for the previous year which was Rs. 18140.59/-. The Company has posted a net profit of Rs. 16499.03/- against net profit of Rs. 662.16/- in the previous year.(The above given amounts are in Lakhs)

Your Directors expect a higher growth in profits and revenue in the forth-coming years. The Board places its gratitude to all the employees and the other managerial personnel who contributed for the performance of the Company during the year.

3. HOLDING COMPANY

The Company shares are held by individuals and there has been no change in the shareholding during the year under review.

4. ANNUAL RETURN

Copy of the Annual return of the Company, as made out under Section 92 of the Companies Act, 2013, is pursuant to sub section 3 thereof, is required to be placed on the website of the Company, if any. Accordingly, the copy of Annual Return of the Company, as required, is placed at http://pacepowersystems.com/

5. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The details of the Board meetings and Corporate Social Responsibility (CSR) Committee meetings convened during the year under review has been given as Annexure A to this report.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to

Directors' responsibility Statement, it is hereby confirmed that: —

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have led down internal financial controls to be followed by the Company and such internal controls are adequate and operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. STATUTORY AUDITORS

M/s. Manish P C Jain & Co, Chartered Accountants (Registration number 026187S) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2023 and the auditor holds office for a period of 5 years i.e., till the conclusion of the Annual General Meeting to be held in the year 2028.

There is a change in the Statutory Auditors of the Company due to resignation of M/s Manish &

Rohit w.e.f 01s' July, 2023.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND COMPANY SECRETARY IN PRACTICE IN THEIR REPORTS

The auditors have made certain observations relating

a. The company has not updated the Fixed Assets register. Thus, proper records showing full particulars including quantitative details and situation of Property, Plant & Equipment have not been maintained.

The management confirms having periodically verified the fixed assets physically, and is confident that there are no discrepancies, and further entries in registers shall also be made.

b. The Company has been sanctioned working capital limits in excess of Rs.5 crores, in aggregate, at points of time during the year, from bank on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly stock statements as submitted to the banks or financial institutions are not in agreement with the books of accounts.

The Management confirms the differences are due to the accounting adjustments and all it had made changes post reconciliation and changes in the reclassification, and will ensure these adjustments/modifications will be reviewed before submitting the details with the Banks.

The remarks regarding Company's Secretary's Certificate are not provided as it is part of MGT-7 reporting. We are yet to identify a Practising Company Secretary for issuing the same for the FY 2023-24.

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

The details of the Investments made by the Company under Section 186 are given in the Note 13 to Balance Sheet of the Company and the details of the Guarantee provided by the company under Section 186 are given in Note 14and 40to the Financials Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particular of Contracts or Arrangements made with related parties pursuant to Section 188(1) of Companies Act, 2013 are furnished in Form AOC-2 as Annexure B and is attached to this report.

11. RESERVES

In this financial year no amount was transferred to General Reserve.

12. DIVIDEND

Your Directors do not recommend the dividend for the financial year under review.

13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

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

Conservation of energy: Significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment. Your Company constantly evaluates new technologies and invests to make its infrastructure more energy- efficient. Air conditioners with energy efficient screw compressors for central air conditioning and air conditioners with split air conditioning for localized areas are used.

Also, the Company is engaged in the continuous process of energy conservation through improved operational and maintenance practices.The energy conservations measures taken in the Company are expected to result in energy savings.

Research and Development {R&D), Technology absorption, adaptation and innovation, Research and development of new products, processes and methodologies continue to be of importance at your Company.

Since business paradigms and technologies are changing rapidly, your Company has ongoing R&D programs for continuous product enhancement.

Your Company expects to draw the following benefits from its R&D activities:

• Continuous R&D evaluation would enhance quality, productivity and customer satisfaction.

• Quality improvement in existing range, development of new market segments, improvement in process, productivity, and cost control, increasein customer base and yield, improvement in energy consumption and energy efficiency and reduction in input material consumption.

The total Foreign Exchange Inflow and Outflow during the year under review is as follows:

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is in the process of setting up a Risk Management Policy commensurate with its size and business operations.

16. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in the nature of business.

17. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

The Company is duly constituted with Mr. Venugopalrao Maddisetty as the Managing Director, Mrs.Maddisetty Padma, Mr. Rajiv Maddisetty as the Directors of the Company at the end of the financial year.

There is no change in composition of the Board during the year.

18. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

Pace Renewable Energies Private Limited, Lineage Power Private Limited, Lineage Power Singapore Holdings PTE Limited, AP Digital Infra Private Limited are. the Subsidiary Companies pursuant to the provisions of Section 2(87) of Companies Act, 2013 and Inso Pace Private Limited is the Associate Company. The consolidated annual accounts and the related information of the subsidiaries are attached to the Company's Financial Statements for the year ended 31s! March 2024.

Your directors have reviewed the performance of the subsidiaries and there has been an upward trend in the growth of the subsidiaries.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

The Company has not accepted any deposits from the public.

During the year under review, the company has availed unsecured loans from the directors and Pace Power Systems the details are provided in Note 8 and 40 to the Financials Statements.

20. 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

No orders were passed by any Courts or Tribunals impacting the going concern status and company's operations in future.

21. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unclaimed Dividend during last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

22. CORPORATE SOCIAL RESPONSIBILITY

Particulars of Corporate Social Responsibility ("CSR") Policy as required under the provisions of Section 135 and schedule VII of the Companies Act, 2013 has been given as Annexure-C to this Report. . It is to report that the amount set aside towards CSR expenditure for the Financial year 2023-24 amounting to Rs. 23.93/- (in Lakhs) and the same was not spent during the year 2023- 24.

Further, it also to report that the amount set aside towards CSR expenditure during the year 2023-2024, could not be spent by the Board of Directors, as there were no ideal projects that could have been cleared by the Committee. Further the same has not been transferred to the separate bank account as per the provisions of Section 135 of the Companies Act, 2013.

The Committee and the Board of Directors have evaluated various activities which the Company could be associated with and has also identified the amounts that it needs to spend, having regard to the CSR policy of the Company. The Management is confident that it shall be deploying the said amounts on various CSR projects in the forthcoming years. The Company is in the process of identifying such projects, initiatives and avenues to deploy the amount assigned for CSR. The Board of Directors state that the unspent amount shall be spent for CSR activities as stated in the CSR policy in the forthcoming years.

23. CHANGE OF NAME

There was no change in the name of the Company during the year 2023-24.

24. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders, Cost Audit is applicable for the company. The Cost Audit has been duly carried out by the Cost Auditors M/s. Kamalakara & Co.

25. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENTS

The Company has established adequate internal control system, commensurate with the nature of its business and size of its operations in order to ensure quality and reliability of underlying processes focused towards achieving operational efficiency reliability of financial data and safeguarding of assets. Internal controls are evaluated by the external/internal auditors and supported by management reviews.

26. COMPLIANCE ON SECRETARIAL STANDARDS

The Company has duly complied with all the secretarial standards applicable from time to time.

27. SHARE CAPITAL

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

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

c. BONUS SHARES

The Company has not issued any Bonus Shares During the year under review,

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any shares having differential rights during the year.

f. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review,

28. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 fIBC)

There was no application initiated against or by the company under the IBC before the National Company Law Tribunal.

29. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

The company has not failed in implementing any corporate actions within the stipulated time.

a) Compliance of Provisions Under the Act: The Company is in the process of constituting the Internal Complaints Committee as specified under The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b) Details of cases filed and disposed under the Act: There were no cases filed with the Board under The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.