Your Directors have the pleasure in presenting the 31^st Annual Report together with the audited financial statements o
Uniparts India Limited (the "Company") for the financial year ended March 31, 2025.

1. Financial Results

The financial performance of your Company for the Financial Year March 31, 2025, is summarized below: -

2. Financial Statement

The Standalone and Consolidated Financial
Statements of your Company for the Financial Year
ended March 31, 2025, are prepared in compliance
with the applicable provisions of the Companies Act,
2013 ("the Act"), Indian Accounting Standards ("Ind
AS") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 [ the "Listing Regulations"].

3. Results of Operations and State of
Company's affairs

On consolidated basis for the financial year 2024-25,
your Company achieved total revenue from
operations of INR 9,636.97 million as compared to
the revenue of INR 11,395.35 million of the previous
financial year ended 2023-24, from continuing
operations. The profit after tax for the financial year
2024-25, is INR 880.04 million as compared to the
profit after tax of INR 1,246.88 million of the previous
financial years 2023-24.

On standalone basis for the financial year 2024-25,
your Company achieved total revenue from
operations of INR 5,738.17 million as compared to its
total revenue of INR 7,046.65 million of the previous
financial year 2023-24 from continuing operations.
The profit after tax for the year 2024-25, is INR 829.25
million as compared to the of INR 1,414.06 million of
the previous financial year 2023-24.

The operational performance of the Company has
been comprehensively covered in the Management
Discussion and Analysis Report. The Management
Discussion and Analysis Report for the year under
review, as stipulated under the Listing Regulation, is
presented in a separate section forming part of the
Annual Report.

4. Transfer to Reserve

The Board of Directors of the Company has not
transferred any amount to the Reserves for the year
under review.

5. Dividend

During the financial year 2024-25, the Board of
Directors has declared an interim dividend of
Rs. 6.75/- per equity share (i.e., 67.50%) and a second
interim dividend of Rs. 7.50/- per equity share
(i.e., 75%) in its meeting dated August 08, 2024 and
February 06, 2025, respectively.

The Board has decided not to recommend a final
dividend for the financial year 2024-25. The dividend
payout has been determined in accordance with
the Dividend Distribution Policy of the Company.
Pursuant to Regulation 43A of the Listing Regulations,
the Company had adopted the Dividend Distribution
Policy which is available on the Company's website
at: https://www.unipartsgroup.com/home/code_of_
conduct_policies

6. Material Development during the year

The Uniparts Group has implemented Solar Power
Purchase with a Solar Power Producer for contracting
a power capacity of 5.5 MWp for manufacturing
facilities at Noida units and the power flow has
commenced with effect from September 10, 2024.
This initiative marks progress towards adopting green
energy solutions and reducing our carbon footprints.

During the year, one more manufacturing facility
of Uniparts Group has successfully installed and
is operating Effluent Treatment Plant (ETP) & Low
Temperature Evaporator (LTE). This ETP and LTE have
a capacity of 30 KLD each and are part of ongoing
ECO initiative aimed at enhancing sustainability and
efficiency in our operations. Benefits of the ETP and
LTE :-

- Water Conservation

- Energy Efficiency & Cost Saving

- Environmental Impact

- Stringent Environmental Regulatory Compliance.

7. Material Changes and Commitments after
the Financial Year affecting the Financial
Position of the Company

There are no material changes or commitments
that occurred after March 31, 2025, which may
affect the financial position of the Company or may
require disclosure.

8. Share Capital

During FY 2024-25, there was no change in the
authorised, subscribed and paid-up share capital of the
Company. As on March 31, 2025, the authorised share
capital of the Company stood at INR 60,00,00,000/-
divided into 6,00,00,000 equity shares of INR 10/-
each and the subscribed and paid-up share capital
of the Company stood at INR 45,13,37,580/- divided
into 4,51,33,758 equity shares of INR 10/- each.

9. Employee Stock Option Schemes

As on financial year ended March 31, 2025, the
Company has two Employee's Stock Option Schemes
("ESOP Schemes") namely: -

i) Uniparts Employee Stock Option Plan 2007
("ESOP 2007"); and

ii) Uniparts Employee Stock Option Scheme 2023
("ESOS 2023")

In accordance with the terms of the aforesaid
schemes, options may be granted to employees of the
Company and subsidiaries which gives them rights
to receive equity shares of the Company having face
value of INR 10/- (Indian rupee ten) each on vesting.
The Company confirms that the ESOP Schemes are in
compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations").

Further, details for employee stock options plans of the
Company also form part of the notes to accounts of
the financial statements. The Company has obtained
certificate(s) from Secretarial Auditor confirming that
ESOP 2007and ESOS 2023 have been implemented
in accordance with the SEBI SBEB Regulations. The
said certificate(s) will be made available for inspection
by the members electronically during business hours
till ensuing Annual General Meeting ("AGM") of
the Company.

The disclosures pursuant to Rule 12(9) of the
Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of the SEBI SBEB Regulations
are attached to this report as "ANNEXURE-A" as well
as on the website of the company at https://www.
unipartsgroup.com/home/notices

10. Credit Rating

The present credit rating of the Company is as under:

11. Subsidiaries, Joint Ventures and
Associate Companies

During the year under review and till the date of this
report, no company has become or ceased to be a
subsidiary, joint venture or associate of the Company.

A statement providing details of performance
and salient features of the financial statements of
Subsidiary companies, as per Section 129(3) of the Act,
which also reflects their contribution to the overall
performance of the company during the period
under report, is attached to the financial statements
of the Company.

The audited financial statement including the
consolidated financial statement of the Company and
all other documents required to be attached thereto is
put up on the Company's website and can be accessed
at https://www.unipartsgroup.com/home/annuat_
report. The financial statements of the subsidiaries, as
required, are put up on the Company's website and
can be accessed at https://www.unipartsgroup.com/
home/subsidiary_company_report. The Company
has formulated a policy for determining Material
Subsidiaries and the same is placed on the Company's
website at the link: https://www.unipartsgroup.com/
home/code_of_conduct_policies.

12. Particulars of Loans, Guarantees or
Investments under Section 186 of the
Companies Act, 2013

Particulars of loans, guarantees and investments
covered under Section 186 of the Act, forms part of
notes to the financial statements provided in this
Annual Report.

13. Particulars of Contracts or Arrangements
with Related Parties

In line with the requirements of the Act and the
Listing Regulations, all contracts / arrangements /
transactions entered into by the Company during
the financial year with related parties were in its
ordinary course of business and on an arm's length
basis. During the year, the Company had not entered
into any contract / arrangement / transaction with
related parties which could be considered material
in accordance with the policy of the Company on
materiality of related party transactions or which is
required to be reported in Form No. AOC-2 in terms of
Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

Related Party Transactions entered during FY 2024-25
were in compliance with the Act and SEBI Listing
Regulations, details whereof are disclosed in Note
40 to the Standalone Financial Statement which sets
out related party disclosures pursuant to Ind AS/
applicable accounting standards.

The Policy on Related Party Transactions as approved
by the Board is put up on the Company's website and
can be accessed at https://www.unipartsgroup.com/
home/code_of_conduct_policies

There were no materially significant related party
transactions which could have potential conflict with
the interest of the Company at large.

14. Internal Financial Controls

Your Company has in place adequate internal
financial controls, with reference to financial
statements, commensurate with the size, scale and
complexity of its operations. An extensive risk-
based program of internal audits and management
reviews provides assurance to the Board regarding
the adequacy and efficacy of internal controls. The
internal audit plan is also aligned to the business

objectives of the Company, which is reviewed and
approved by the Audit Committee. Further, the Audit
Committee monitors the adequacy and effectiveness
of your Company's internal control framework.
The internal control system has been designed to
ensure that financial and other records are reliable
for preparing financial and other statements and for
maintaining accountability of assets.

15. Risk Management

The Company has a strong risk management
framework comprising of risk governance structure
and defined risk management processes. The Board
of Directors of the Company has formed a Risk
Management Committee to frame, implement and
monitor the risk management plan for the Company.
The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness. The
major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

The Risk Management Policy of the Company can be
accessed at https://www.unipartsgroup.com/home/
code_of_conduct_policies

16. Corporate Social Responsibility (CSR)

The CSR policy, formulated by the Corporate Social
Responsibility ("CSR") Committee and approved by
the Board, continues unchanged. The policy can be
accessed at https://www.unipartsgroup.com/home/
corporate_social_responsibility_csr

In terms of the CSR Policy, the focus areas of
engagement shall be affordable healthcare solutions,
access to quality education, promotion of sports,
community developments, rural transformation,
environmental sustainability and other need-
based initiatives.

The annual report on CSR activities is annexed
herewith and marked as "ANNEXURE-B" to
this Report.

17. Secretarial Standards

The Company is in compliance with all the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India.

18. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Paramjit
Singh Soni (DIN: 00011616), Vice Chairman and
Executive Director of the Company, retires by rotation
at the ensuing Annual General Meeting and being
eligible has offered himself for re-appointment.
The Board of Directors has recommended his re¬
appointment.

During the year under review, Mr. Alok Nagory (DIN:
00478140) and Ms. Shradha Suri (DIN: 00176902),

Non-Executive Independent Directors, ceased to be
directors of the Company, pursuant to completion
of their second term of office on August 22, 2024.
The Board places on record its deepest gratitude and
appreciation towards the valuable contribution made
by Mr. Alok Nagory and Ms. Shradha Suri towards the
growth and governance of the Company during their
tenure as directors of the Company.

Mr. Ajaya Chand (DIN: 02334456) was appointed as a
Non-Executive Independent Director of the Company
for a period of 3 years (from August 08, 2024 to August
07, 2027), by the Board of Directors in its meeting dated
August 08, 2024, based on the recommendation of
the Nomination and Remuneration Committee. The
Shareholders approved his appointment including
tenure in previous Annual General Meeting of the
Company held on September 20, 2024.

Mr. Sudhakar Simhachala Kolli has resigned as Chief
Executive Officer of Uniparts Olsen Inc. (A US based
wholly owned subsidiary) and Group Chief Operating
Officer of the Uniparts Group, with effect from
November 25, 2024. The Board places on record its
deep sense of appreciation for the services rendered
by him and for his contributions to the Company.

Ms. Tanushree Bagrodia (DIN: 06965596) was
appointed as Whole Time Director of the Company
for a term of 3 years (from November 25, 2024 to
November 24, 2027), by the Board of Directors
in its meeting dated November 25, 2024, based
on the recommendation of the Nomination and
Remuneration Committee. The Shareholders vide
Postal Ballot resolution dated January 03, 2025,
approved her appointment as Whole Time Director
including tenure. The Board has also approved her
appointment as Group Chief Operating Officer in the
abovementioned meeting of the Board of Directors,
based on the recommendation of the Nomination
and Remuneration Committee.

Declaration by Independent Directors

The Board of Directors has received declarations
from all the Independent Directors of the Company
confirming that they meet with criteria of
independence as prescribed both under sub-section
(6) of Section 149 read with Schedule IV of the Act and
under Regulation 16(1)(b) read with Regulation 25 of
the Listing Regulations. The Board is of the opinion
that they are the persons of integrity and possesses
relevant expertise and experience.

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, Committee(s)
and meeting of the Independent Directors. The
details of remuneration and/ or other benefits of

the Independent Directors are mentioned in the
Corporate Governance Report.

Policy on Appointment and Remuneration

The Company has devised Nomination and
Remuneration Policy which sets out the guiding
principles for the Nomination and Remuneration
Committee for¬

a) Selection of Directors and determining
Directors' independence;

b) Appointment of the Senior Managerial
Personnel; and

c) Remuneration of Directors, Key Managerial
Personnel, Senior Management and
other employees.

The Policy also provides for the factors in evaluating
the suitability of individual Board members with
diverse background and experience that are relevant
for the Company's operations.

The aforesaid policy is put up on the Company's
website at https://www.unipartsgroup.com/home/
code_of_conduct_policies.

19. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act Directors
confirm that:

a. in preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable Accounting Standards have been
followed and there was no material departure
from the same.

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as on March 31, 2025, and of the
profit of the Company for that period;

c. 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;

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

e. 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; and

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

20. Corporate Governance

The Company is committed to maintaining the
highest standards of Corporate Governance and
adhering to the Corporate Governance requirements
set out by the SEBI.

The detailed Corporate Governance Report of the
Company in pursuance of the Listing Regulations
forms part of the Annual Report of the Company.
The requisite Certificate from a Practicing Company
Secretary confirming compliance with the conditions
of Corporate Governance as stipulated under the
Listing Regulations is attached to the Corporate
Governance Report.

21. Business Responsibility and

Sustainability Report

In accordance with the Listing Regulations, we
have provided the Business Responsibility and
Sustainability Report (BRSR) as a part of this Annual
Report describing the initiatives undertaken by
the Company from an environmental, social and
governance perspective during the year under review.

22. Performance Evaluation

To comply with the provisions of Section 134(3)(p) of
the Act and Rules made thereunder and Regulation
17(10) of Listing Regulations, the Company has
a policy for performance evaluation of the Board,
Committees and other individual Directors (including
Independent Directors) which include 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 annual performance evaluation of
the Board, its Committees and Individual Directors.
The Independent Directors carried out the annual
performance evaluation of the Chairperson, the non¬
independent directors and the Board as a whole. The
Chairman of the respective Committees shared the
report on evaluation with the respective Committee
members. The performance of each Committee was
evaluated by the Board, based on report on evaluation
received from respective Committees. A consolidated
report was shared with the Chairman of the Board for
his review and giving feedback to each Director.

23. Auditors and Auditors' Report

A. Statutory Auditors

M/s. S.C. Varma & Co., Chartered Accountants (Firm
Registration Number 000533N), were appointed
as Auditors of the Company for a term of 5 (five)
years i.e. commencing from the conclusion of 28^th

Annual General Meeting held on July 28, 2022 till
the conclusion of 33^rd Annual General Meeting of
the Company. They have confirmed their eligibility
and qualifications required under the Act for holding
office as Auditors of the Company.

The report given by the Auditors on the Financial
Statements of the Company for financial year 2024-25
forms part of this Annual Report. There have been no
qualification, reservation or adverse remarks given
by the Auditor in their report affecting the financial
position of the Company.

Further, the Notes on financial statement referred to
in the Auditors' Report are self-explanatory and do
not call for any further comments.

During the year under review, no instances of fraud
have been reported by the Statutory Auditors under
Section 143(12) of the Act and the rules framed
thereunder, neither to the Company nor to the
Central Government.

B. Secretarial Auditor

The Board of Directors of the Company had appointed
M/s. Sanjay Grover and Associates, Company
Secretaries, to conduct Secretarial Audit for the
financial year 2024-25 as required under Section 204
of the Act and rules made thereunder. The Secretarial
Audit Report of the Company and Gripwel Fasteners
Private Limited, a material subsidiary company,
for the financial year ended March 31, 2025, are
annexed herewith marked as "ANNEXURE-C"
to this Report. The Secretarial Audit Report does
not contain any qualification, reservation, adverse
remark or disclaimer.

Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019
dated February 8, 2019, the Company has also
undertaken an audit for all applicable compliances
as per the Listing Regulations and circular
guidelines issued thereunder. The Annual Secretarial
Compliance Report for the financial year 2024-25 has
also been submitted to the Stock Exchanges within
the stipulated timeline.

In terms of SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024,
the Audit Committee and the Board of Directors of
the Company have recommended the appointment
of M/s. Sanjay Grover and Associates, Peer Reviewed
Firm of Company Secretaries in Practice, as Secretarial
Auditors of the Company to conduct Secretarial Audit
for a period of 5 (Five) years commencing from the
financial year 2025-26 to 2029-30, for the approval of
shareholders in the ensuing Annual General Meeting.

M/s. Sanjay Grover & Associates have given their
consent to act as Secretarial Auditors of the Company

and confirmed that their aforesaid appointment
(if made) would be within the prescribed limits
under the Act & Rules made thereunder and Listing
Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules
made thereunder and Listing Regulations.

C. Cost Auditor

The Board of Directors of the Company, on the
recommendation of the Audit Committee, has
appointed M/s. Vijender Sharma & Co., Cost
Accountants (Firm Registration no. 000180) to
conduct Cost Audit of the Company for the financial
year 2024-25 under Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014.
The Cost Audit Report issued during the financial
year 2024-25, does not contain any qualification,
reservation, or adverse remark.

The Company has received a certificate confirming
their eligibility and consent to act as the Cost Auditors
for FY 2025-26, in accordance with the limits
specified under Section 141 of the Act and Rules
framed thereunder.

In accordance with the provisions of Section 148(1)
of the Act, read with the Companies (Cost Records
and Audit) Rules, 2014, the Company has made and
maintained cost accounts and records.

24. Board and its Committees.

A. Meetings of the Board

During the financial year 2024-25, six meetings of
the Board of Directors were held. The particulars of
the meetings held and attended by each Director are
detailed in the Corporate Governance Report.

The gap between two meetings of the Board was
within the time prescribed under the Act and the
Listing Regulations.

B. Audit Committee

During the financial year 2024-25, six meetings of the
Audit Committee were held. The Audit Committee of
the Company comprises Mr. Parmeet Singh Kalra,
Non-Executive Independent Director (Chairman),
Mr. Ajaya Chand, Non-Executive Independent
Director and Mr. Gurdeep Soni, Chairman &
Managing Director, as Members. During the year, all
the recommendations made by the Audit Committee
were accepted by the Board. The particulars of the
meetings held and attended by each Member are
detailed in the Corporate Governance Report.

C. Corporate Social Responsibility Committee

During the financial year 2024-25, one meeting of
the Corporate Social Responsibility Committee was

held. The Corporate Social Responsibility Committee
comprises Mr. Gurdeep Soni, Chairman & Managing
Director (Chairman), Ms. Celine George, Non¬
Executive Independent Director and Mr. Paramjit
Singh Soni, Vice Chairman and Executive Director,
as Members. The particulars of the meeting held
and attended by each Member are detailed in the
Corporate Governance Report.

D. Nomination and Remuneration Committee

During the financial year 2024-25, four meetings
of the Nomination and Remuneration Committee
were held. The Nomination and Remuneration
Committee of the Company comprises Mr. Parmeet
Singh Kalra, Non-Executive Independent Director
(Chairman), Ms. Celine George, Non-Executive
Independent Director, Mr. Ajaya Chand, Non¬
Executive Independent Director and Mr. Gurdeep
Soni, Chairman & Managing Director, as Members.
The particulars of the meetings held and attended
by each Member are detailed in the Corporate
Governance Report.

E. Stakeholders Relationship Committee

During the financial year 2024-25, one meeting
of the Stakeholders Relationship Committee was
held. The Stakeholders Relationship Committee
comprises Mr. Parmeet Singh Kalra, Non-Executive
Independent Director (Chairman), Mr. Sanjeev Kumar
Chanana, Non-Executive Independent Director and
Mr. Paramjit Singh Soni, Vice Chairman and Executive
Director, as Members. The particulars of the meeting
held and attended by each Member are detailed in the
Corporate Governance Report.

F. Risk Management Committee

During the financial year 2024-25, two meetings
of the Risk Management Committee were held.
The Risk Management Committee comprises
Mr. Herbert Klaus Coenen, Non-Executive Director
(Chairman), Mr. Parmeet Singh Kalra, Non-Executive
Independent Director, Mr. Gurdeep Soni, Chairman &
Managing Director and Mr. Rohit Maheshwari, Group
Chief Financial Officer, as Members. The particulars
of the meetings held and attended by each Member
are detailed in the Corporate Governance Report.

The details of the composition, dates of meetings,
attendance and terms of reference of each of
the Committees are disclosed in the Corporate
Governance Report, which forms part of this report.

25. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the
Act, read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22
of the Listing Regulations and in accordance with

the requirements of Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015, the Board of Directors had approved the Policy
on Vigil Mechanism/Whistle Blower and the same
has been hosted on the website of the Company.

Over the years, the Company has established a
reputation for doing business with integrity and
displays zero tolerance for any form of unethical
behavior. The mechanism under the Policy has been
appropriately communicated within the organization.
This Policy inter-alia provides a direct access to the
Chairperson of the Audit Committee. It is affirmed
that no personnel of the Company has been denied
access to the Audit Committee. The Company
reached out to employees through physical / virtual
sessions with an aim for creating greater awareness
on this subject. During the year under review, the
Company has not received any complaints under
the said mechanism. The Whistle Blower Policy of
the Company has been displayed on the Company's
website at the link: https://www.unipartsgroup.com/
home/code_of_conduct_policies.

26. Prevention of Sexual Harassment
at Workplace

The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) and
the Rules thereunder.

All women associate (permanent, temporary,
contractual and trainees) as well as any women
visiting the Company's office premises or women
service providers are covered under this Policy.

Pursuant to the above provisions, the Company has
constituted Internal Complaints Committee under
the POSH Act and during the year under review, no
complaints were received by the Committee.

27. Energy Conservation, Technology
Absorption and Foreign Exchange
Earnings and Outgo

The particulars relating to conservation
of energy, technology absorption, foreign
exchange earnings and outgo, as required to
be disclosed under Section 134(3)(m) of the Act,
read with Rule 8 of the Companies (Accounts)
Rules, 2014 are appended as "ANNEXURE-D"
to this report.

28. Annual Return

As required under Section 134(3)(a) of the Act, the
Annual Return is available on the Company's website
and can be accessed at https://www.unipartsgroup.
com/home/annual_return.

29. Particulars of Employees and related
disclosures

In terms of provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the
names of top ten employees in terms of remuneration
drawn and names and other particulars of the
employees drawing remuneration in excess of the
limits set out in the said rules forms part of this Report.

In terms of the second proviso to Section 136(1) of
the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the
Company. Any member interested in obtaining such
particulars may write to the Company on email id
compliance.officer@unipartsgroup.com.

30. General

The Board of Directors states that no disclosure or
reporting is required in respect of the following items
as there were no transactions or applicability on these
items during the year under review:

i) Details relating to deposits covered under Chapter
V of the Act;

ii) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

iii) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme
except employees' stock option plans referred to
in this report;

iv) 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;

v) No significant or material orders were passed
by the Regulators or Courts or Tribunals which
impact the going concern status and Company's
operations in future;

vi) No fraud has been reported by the Auditors to the
Audit Committee or the Board;

vii) There has been no change in the nature of
business of the Company;

viii) There is no application made by or against the
Company and accordingly, no proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016.

Date: May 27, 2025
Place: Noida, U.P.

ix) There was no instance of one-time settlement
with any Bank or Financial Institution. Therefore,
there is no reportable instance of difference in
the amount of valuation.

31. Acknowledgement

The Board of Directors would like to express their
sincere appreciation for the assistance and co¬
operation received from the financial institutions,
banks, Government authorities, business partners,
customers, vendors and members during the year
under review. The Board of Directors also wish to
place on record their deep sense of appreciation for
the committed services by the Company's executives,
staff and workers.

For and on behalf of the Board of Directors

Gurdeep Soni

Chairman & Managing Director
DIN: 00011478