Your Directors take the immense pleasure in presenting before you the Fourteenth (14^th) Annual Report of your
Company together with the Audited Financial Statements for the Financial Year (“FY”) ended March 31,2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY:

The Standalone and Consolidated Financial Statements for the FY ended March 31, 2025, forming part of this
Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to
as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 (“Act”) and other recognized accounting
practices and policies to the extent applicable. Necessary disclosures regarding Ind AS reporting have been
made under the Notes to Financial Statements. The Company’s performance during the FY under review as
compared to the previous FY is summarized below.

(' in Lakhs Except EPS)

STANDALONE FINANCIAL RESULTS:

For the financial year ended 31^st March, 2025, the Company has achieved a total income of Rs. 2,397.42 lakhs,
representing a decline of 14.25% as compared to the previous year’s total income of Rs. 2,795.83 lakhs. The
Company has incurred a net loss of Rs. 56.06 lakhs during the year, which, however, reflects a significant
improvement as against the net loss of Rs. 287.36 lakhs reported in the financial year 2023-24.

CONSOLIDATED FINANCIAL RESULTS:

For the financial year ended 31^st March, 2025, the Company recorded a total income of Rs. 2,404.25 lakhs and
reported a net loss of Rs.171.56 lakhs. As the Company consolidated its accounts for the first time during this
year, no comparative figures for the previous financial year have been presented.

DETAILS OF SUBSIDIARY/ JOINT
VENTURE/ ASSOCIATE COMPANIES

Your Company continues to be a subsidiary of Ability
Games Limited, which holds a 50.12% equity stake
and is therefore the holding company.

The Board of Directors, at its meeting held on March 1,
2024, approved the incorporation of a new subsidiary
under the name “Insightly Dataworks Private Limited.”
Subsequently, the Company subscribed to 5,100 equity
shares of Rs. 10 each, representing a 51% equity
stake, and the said company was incorporated on
April 27, 2024, thereby becoming a subsidiary of your
Company. This subsidiary is expected to contribute
towards expanding the Company’s market presence in
India and unlocking new opportunities in the region.

Your Company successfully acquired a 51.01% equity
stake in ABCM App Private Limited, pursuant to a Share
Subscription Agreement and Shareholders’ Agreement.
Consequently, ABCM App Private Limited became a
subsidiary of the Company, its strategic acquisition has
enabled the Company to leverage ABCM’s technology
capabilities and user base, thereby strengthening
its presence in the fintech and digital markets, and
providing a competitive edge in the rapidly growing
digital ecosystem.

Pursuant to Section 129(3) of the Act, read with Rule
5 of the Companies (Account) Rules, 2014, a separate
statement containing the salient features of the Financial
Statements of Insightly Dataworks Private Limited and
ABCM App Private Limited in the prescribed format
AOC-1 is attached as Annexure A to this Report.

The audited Consolidated Financial Statements of your
Company for the FY ended March 31, 2025, prepared
in compliance with the provisions of Ind AS 27 issued
by the Institute of Chartered Accountants of India and
notified by the Ministry of Corporate Affairs (“MCA”),

Government of India also forms part of this Annual Report.

During the FY under review, there were no other
companies that became or ceased to become a
subsidiary company / associate company / joint venture
as mentioned above.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025,
there has been no change in the Company’s nature of
business.

TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3)(J) OF THE COMPANIES
ACT, 2013

The Board of Directors of your Company have decided
not to transfer any amount to reserves for the FY under
review.

DIVIDEND

The Board of Directors of your company, not declared
any Dividend for the current financial year due to due to
loss incurred by the Company.

LOANS, GUARANTEES AND

INVESTMENTS

Details of loans and guarantees given, investments
made and securities provided, if any, as covered under
the provisions of Section 186 of the Act are disclosed in
the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and
future outlook of the Company and its businesses is
given in the Management Discussion and Analysis
Report which forms part of this Report as Annexure B.

SHARE CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital:

Authorised Share Capital of the Company is Rs. 11,16,00,000 (Rupees Eleven Crore Sixteen Lakh Only) divided
into 1,11,60,000 (One Crore Eleven Lakh Sixty Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

b. Issued, Subscribed & Paid-Up Capital:

Issued, Subscribed and Paid-up capital is Rs. 10,31,93,750 (Rupees Ten Crore Thirty-One Lakhs Ninety-
Three Thousand Seven Hundred Fifty) divided into 1,03,19,375 (One Crore Three Lakh Nineteen Thousand
Three Hundred Seventy-Five) equity shares of Rs. 10/- (Rupees Ten) each.

Further, during the period under review, your Company has not bought back any of its securities / has not
issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued
any shares under Employee stock option plan and there has been no change in the voting rights of the
shareholders.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The details of the utilisation of IPO proceeds as on March 31,2025 is as follow:

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) of the Act, the Board of Directors of the Company confirms and submits that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there
have been no material departures;

b) the selected accounting policies were applied consistently and the judgements and estimates made are
reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March
31,2025 and of the losses of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern’ basis;

e) adequate system of internal financial controls has been laid down and the said system is operating effectively; and

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Act does not apply to the Company; as the Company has not declared any

dividend for the period under review.

BOARD COMPOSITION, BOARD OF DIRECTORS, BOARD MEETINGS, KEY MANAGERIAL
PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Composition

Your Company have optimum combination of Executive and Non-Executive Directors of Board. As on
March 31,2025, The Board of company consists of following Directors

(@) Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and
Independent Director of the Company with effect from April 01, 2024.

(a) Mr. Nisarg Nalinbhai Pathak was appointed as a director in the category of Non-Executive and Independent
Directors of the Company by the members in the Annual General Meeting held on September 30, 2024.

(#)Mr. Suraj Chokhani, Whole-Time Director of the Company was ceased to be member of Board with effect from
February 28, 2025 due to vacation of office of Director pursuant to provisions contained in Section 167(1)(b) of
the Act.

($)Mr. Santosh Purabia was appointed as an Additional Directorin the category of Non-Executive Non-Independent
Director of the Company by the Board in their Board Meeting held on March 18, 2025. The said appointment will
be subject to the approval of members in the ensuing Annual General Meeting.

b) Appointment & Re-appointment of Directors

During the year under review, based on the recommendation of the Nomination and Remuneration Committee,
the Board has considered and approved the appointment of Mr. Nisarg Nalinbhai Pathak (DIN: 10625562)
as an Additional Director in the category of Non-Executive and Independent Director of the Company for a
consecutive term of 5 (five) years commencing on May 28, 2024. The appointment was approved by the
members of the Company at the Annual General Meeting held on September 30, 2024.

Further, during the year under review, based on the recommendation of the Nomination and Remuneration
Committee, the Board has considered and approved the appointment of Mr. Santosh Chimabhai Purabia
(DIN: 07995867) as an Additional Directors in the category of Non-Executive Non-Independent Director of the
Company with effect from March 18, 2025, subject to the approval of Members at the ensuing Annual General
Meeting. The Board recommends his appointment.

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Bharat
Shamjibhai Patel (DIN: 00243783) retires by rotation and being eligible, offers himself for re-appointment at
the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the
re-appointment of Mr. Bharat Shamjibhai Patel, who is liable to retire by rotation, as Director of the Company.

In line with the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General
Meetings, the requisite details of directors seeking appointment/re-appointment is furnished in the Annexure
to the Notice of the 14th AGM.

c) Cessation of Directors:

During the year under review, Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the
position of Non-Executive and Independent Director of the Company with effect from April 01, 2024 due to
extensive overseas travel commitments. He further confirmed that there is no other material reason other than
stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule
III of the Listing Regulations. The Board have accepted his resignation at their meeting held on May 28, 2024.

Further, the Board has noted the vacation of office of Director, Mr. Suraj Chokhani (DIN: 03547280) Whole¬
Time Director of the Company, with effect from February 28, 2025, pursuant to provisions contained in Section
167(1)(b) of the Companies Act, 2013.

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

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, Nine (9) meetings of board of directors of the Company.
The intervening gap between the Meetings was within the period prescribed under the Act.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

(@) Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and
Independent Director of the Company with effect from April 01, 2024.

(^A) Mr. Nisarg Nalinbhai Pathak was appointed as a director in the category of Non-Executive and Independent
Directors of the Company by the members in the Annual General Meeting held on September 30, 2024.

(#)Mr. Suraj Chokhani, Whole-Time Director of the Company was ceased to be member of Board with effect from
February 28, 2025 due to vacation of office of Director pursuant to provisions contained in Section 167(1)(b) of
the Act.

d) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31,2025 are as under:

(#) During the year under review, the Board has
noted the vacation of office of Director, Mr. Suraj
Chokhani (DIN: 03547280), Whole-Time Director
of the Company, with effect from February
28, 2025, pursuant to provisions contained in
Section 167(1)(b) of the Companies Act, 2013.

Change in Company Secretary and Compliance

Officer:

(*) During the year under review, Mr. Deepak Kantilal
Jain, Company Secretary & Compliance Officer
of the Company had tendered his resignation
with effect from April 11, 2024. The Board have
confirmed his resignation at their meeting held
on May 28, 2024.

($) During the year under review, the Board had
appointed Mrs. Raveena Bohra, Company
Secretary & Compliance Officer of the Company
in their Board Meeting held on May 28, 2024. She
had tendered her resignation from the position
of Company Secretary & Compliance Officer of
the Company with effect from October 31,2024.
The Board have confirmed her resignation at
their meeting held on November 13, 2024.

(%) Further, based on the recommendation of
Nomination and Remuneration Committee,
Board has appointed Mrs. Prerana Joshi,
Company Secretary & Compliance Officer of the
Company with effect from November 01,2025, in
their Board Meeting held on November 13, 2024.

Change in Chief Financial Officer:

(@) During the year under review, Ms. Zarna
Hiteshkumar Shah, Chief Financial Officer of
the Company had tendered her resignation
with effect from January 31, 2025. She further
confirmed that there is no other material
reason other than stated herein, pursuance to
Regulation 30 of the Listing Regulations read
with clause 7B of Part A of Schedule III of the

Listing Regulations. The Board have confirmed
her resignation at their meeting held on March
18, 2025.

(~) Further, based on the recommendation of Audit
Committee & Nomination and Remuneration
Committee, the Board has appointed Mr. Bharat
Thakkar, Chief Financial Officer of the Company
in their Board Meeting held on March 18, 2025.

e) Committees

The Board’s committees focus on certain specific
areas and make informed decisions with the authority
delegated to them. Each committee of the Board
functions according to its charter that defines its
composition, scope, power and role in accordance
with Act and the Listing Regulations. Presently, the
Company is having following Board Committees:

• Audit Committee

The Audit Committee assists the Board in its
responsibility for overseeing the quality and integrity
of the accounting, auditing and reporting practices
of the Company and its compliance with the legal
and regulatory requirements. The Committee’s
purpose is to oversee the accounting and financial
reporting process of the Company, the audits of the
Company’s financial statements, independence,
performance and remuneration of the statutory
auditors, the performance of internal auditors, etc.
The Composition of the Audit Committee meets the
requirements of Section 177 of the Act and Listing
Regulations. All the recommendations of Audit
Committee have been accepted by the Board of
Directors of the Company.

During the year under review, five meetings of the
Audit Committee were held i.e. on May 28 2024,
August 29 2024, November 13 2024, January 10
2025 and March 18 2025. The intervening gap
between two meetings did not exceed one hundred
and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the
Company acts as Secretary of the Committee.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee formed pursuant to Section 178 of the Act and Listing
Regulations, for the purpose, inter alia, to assess the remuneration payable to the Managing Director/ Whole
Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on
remuneration payable to the senior executives

During the year under review, three meetings of the Nomination and Remuneration Committee were held i.e.
on May 28 2024, November 13 2024 and March 18 2025.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY
2024-25 are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

• Stakeholders Relationship Committee

Pursuant to Section 178 of the Act and Listing Regulations, the Board has delegated the powers to the

committee, inter alia, to approve transfer/transmission of shares, considering and resolving the grievances, to
oversee the performance of the Registrar & Share Transfer Agent and to all other matters related thereto.

During the year under review, one meeting of the Stakeholders Relationship Committee were held i.e. on
November 13, 2024.

The details of the Stakeholder Relationship Committee meetings attended by its members during FY 2024-25
are given below:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of Listing Regulations. Further, all necessary
declarations with respect to independence have been received from all the Independent Directors and along with
the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to
the Act. The terms and conditions for the appointment of the Independent Directors are given on the website
of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of
independence specified in the Act and the Listing Regulations and that they are independent of the management.

In the opinion of the board, there has been no change in the circumstances which may affect their status as
independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency
in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on November 13, 2024, inter alia, to discuss:

- Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.

- Review the performance of the Chairman of the Company, taking into the account of the views of the
Executive and Non- Executive Directors.

- Assess the quality, content and timeliness of
flow of information between the management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

All the Independent Directors were present in the
meeting.

FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing
Regulations, the Independent Directors have been
familiarized about the Company by the functional heads
of various departments of the Company which includes
detailed presentations on the vision and mission of the
Company, its operations, business plans, technologies
and also future outlook of the entire industry.

ANNUAL PERFORMANCE EVALUATION
BY THE BOARD

Performance evaluation is integral to enhancing the
effectiveness of the Board and its Directors, offering
benefits to both individuals and the Company as a whole.
In accordance with the provisions of the Act, the Board of
Directors conducted an annual performance evaluation
of the performance of Board as a whole, its Committees,
Individual Directors and Chairman of the Board.

The evaluation of the Board encompassed criteria
such as the composition and role of the Board,
communication and relationships within the Board,
functioning of Board Committees and processes,
conduct of meetings, review of Executive Directors’
performance, contribution of Board members to
corporate governance, succession planning, and
strategic initiatives.

Similarly, the evaluation of Committees focused on
their independence, conduct of meetings, frequency
and quality of discussions, effectiveness in providing
recommendations to the Board, and contributions
towards governance and strategic direction. Individual

Directors were evaluated based on their participation
and contributions in Board and Committee meetings,
representation of shareholder interests, enhancement
of shareholder value, expertise in providing strategic
guidance, risk oversight, and understanding of the
Company’s business strategy. The performance of
Chairman of the Company and Managing Director
was also evaluated at the additional parameters like
competence, effective leadership and ability to steer
the Meetings.

Pursuant to the provisions of the Act read with Rules
made thereunder and as provided in Schedule IV to the
Act and applicable regulations of Listing Regulations,
the Nomination and Remuneration Committee has
carried out an annual evaluation of the performance
of the Board and its Committees and of the Directors
individually and the findings were thereafter shared
with the Board Members as well as the Chairman of
the Company. In a separate meeting of Independent
Directors, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the
Company was evaluated by the Independent Directors.
The Board of Directors expressed their satisfaction with
the evaluation process.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice
of interest under Section 184(1) i.e. in Form MBP 1,
intimation under Section 164(2) i.e. in Form DIR 8 and
declaration as to compliance with the Code of Conduct
of the Company.

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

There are no material changes and commitments,
affecting the financial position of the Company which

have occurred between the financial year of the Company to which the financial statements relate and the date
of signing of this report.

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

RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate
business risks and opportunities. The Directors of the
Company take pro-active steps to minimize adverse
impact on the business objectives and enhance the
Company’s competitive advantage. Presently no
material risk has been identified by the directors except
of general business risks, for which the Company is
leveraging on their expertise and experience.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, and the
related CSR Rules, the Company’s net worth, turnover,
and net profit for the FY 2025 did not meet the thresholds
specified. Therefore, the Company is not required to
undertake any CSR activities or prepare a separate
CSR report for the financial year under review.

INSURANCE

Your Company has a broad-banded approach towards
insurance. Adequate cover has been taken for all
movable and immovable assets against numerous
risks and hazards.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT,
2013.

Your Company has always believed in providing a safe
workplace for every woman employee working with
your Company. Your Company has a policy on the
prevention of sexual harassment at the workplace which
is in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules thereunder. Your
Company has complied with the provisions relating to
the constitution of the Internal Complaints Committee
(ICC) and the same has been duly constituted in
compliance with the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The said policy is in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. There was no complaint
outstanding / received from any employee during the
financial year 2024-25 and hence, no complaint is
pending as on March 31,2025 for redressal.

DISCLOSURE UNDER THE MATERNITY
BENEFIT ACT, 1961:

Your Company is in compliance of the Maternity Benefit
Act, 1961.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE,
2016

During the year under Review, neither any application
was made nor any proceedings were pending under
Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF: Not Applicable

DETAILS OF SIGNIFICANT & MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS

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

COMPANY’S POLICY RELATING TO
DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF
THEIR DUTIES

Your Company’s policy on Directors’ appointment and
remuneration and other matters provided in Section
178(3) of the Companies Act, 2013 is available on the
website of the Company at and have been displayed
on website www.yudiz.com .

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (‘SEBI (PIT) Regulations’), the Board
has adopted a code of conduct to regulate, monitor and
report trading by Designated Persons to preserve the
confidentiality of price sensitive information, to prevent
misuse thereof and regulate trading by designated
persons. It prohibits the dealing in the Company’s
shares by the promoters, promoter group, directors,
designated persons and their immediate relatives, and
connected persons, while in possession of unpublished
price sensitive information in relation to the Company,
and during the period(s) when the Trading Window to
deal in the Company’s shares is closed. Pursuant to
the above, the Company has put in place adequate
and effective system of internal controls to ensure
compliance with the requirements of the SEBI (PIT)
Regulations. The code can be accessed on the
Company’s website at www.yudiz.com.

AUDITORS

a. STATUTORY AUDITORS

M/s. Das & Prasad, Chartered Accountant (FRN:
303054E), were appointed as Statutory Auditors
of the Company in the Annual General Meeting
held on November 30, 2021, to hold the office till
the conclusion of the Annual General Meeting to be
held in relation to the financial year ended on 2026.
They have confirmed that they are not disqualified
from continuing as Auditor of the Company.

The Report issued by M/s. Das & Prasad, Chartered
Accountant (FRN: 303054E), Statutory Auditor for
FY 2024-25 does not contain any qualification,

reservation, adverse remark or disclaimer.

b. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, your Company was falling under criteria of
Secretarial Audit for FY 2024-25. The Company
had appointed M/s. Shilvi Patel & Associates,
Practicing Company Secretary as Secretarial
Auditor of the Company for Financial Year 2024¬
25. The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or
disclaimer.

The Secretarial Audit Report issued in form MR-3 is
annexed as Annexure-C.

c. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 (1) of the
Act and Rule 13 of the Companies (Accounts) Rules,
2014, the Board of Directors of your Company
has appointed M/s Pranita Singh & Associates,
Chartered Accountants, Membership Number:
440304, as Internal Auditor of the Company for the
financial year 2024-25 to conduct periodic audit of
all operations of the Company. The Audit Committee
of the Board of Directors has reviewed the findings
of Internal Auditors regularly.

MAINTENANCE OF COST RECORDS AND
COST AUDIT

Pursuant to Section 148(1) of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014, the cost audit records
maintenance is not applicable to the Company.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act
and rules framed thereunder, including any statutory

modifications/ amendments thereto for the time being
in force, the annual return in form MGT-7 for FY 2024¬
25 is placed on the Company’s website. The same can
be accessed at www.yudiz.com.

DISCLOSURE UNDER RULE-5 OF THE
COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

Disclosure required under Section 197 of the
Companies Act, 2013 read with Rule-5 of the
Companies (Appointment and remuneration) Rules,
2014 have been annexed as Annexure D.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

All related party transactions which were entered into
during the financial year were at arm’s length basis
and were in the ordinary course of business and with
the omnibus approval of the Audit Committee. There
were no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons
which may have a potential conflict with the interest of
the Company at large. All related party transactions,
wherever applicable, are placed before the Audit
Committee. The Company has also implemented a
policy on the materiality of related party transactions and
their handling, which is accessible on the Company’s
website i.e. www.yudiz.com.

In compliance with the provisions of Section 134(3)
of the Companies Act, 2013, particulars of contracts
or arrangements with related parties referred to in the
provisions of Section 188(1) of the Companies Act,
2013 are enclosed, in the Form AOC-2, as part of this
report as Annexure E.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the
Compliance with the Corporate Governance provisions

shall not apply in respect of the following class of the
Companies:

a. Listed entity having paid up equity share capital
not exceeding Rs. 10 Crore and Net worth not
exceeding Rs. 25 Crore, as on the last day of the
previous financial year;

b. Listed entity which has listed its specified securities
on the SME Exchange.

Since, our Company falls in the ambit of aforesaid
exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the Company
and it does not form the part of the Annual Report for
the financial year 2024-25.

INTERNAL CONTROL SYSTEMS & THEIR
ADEQUACY

Internal controls encompass a set of rules, policies
and procedures to provide reasonable assurance
for achievement of the organizational objectives in
operational effectiveness and efficiency, reliable
financial reporting and compliance with laws,
regulations and policies. Your Company’s internal
control systems are commensurate with the size and
nature of its operations, which records transactions
and operations; ensures protection against misuse or
loss of the Company’s assets; ensures efficiency in
operations of the plant and facilitates transparency and
accuracy of financial reporting.

The reports of the Internal Auditor are reviewed by the
Audit Committee. The Audit Committee also reviews
adequacy of internal controls, system and procedures,
insurance coverage of assets from various risks and
steps are taken to manage foreign currency exposures.
The Audit Committee also interacts with Internal
Auditors and Statutory Auditors of the Company to
ensure compliance of various observations made
during the conduct of audits and adequacy of various
controls.

DEPOSITS

During the year under review, The Company has not
accepted any deposit any deposit from the public /
members pursuant to Section 73 and Section 76 of the
Act read with the Companies (Acceptance of Deposits)
Rules, 2014, as amended from time to time, and
hence as on March 31, 2025, there are no deposits
outstanding, except as required statutorily and which
have been unclaimed at the end of the year under
review.

Further, details of monies accepted by the Company if
any, from Directors / relatives of Directors have been
disclosed in the notes attached to and forming part of
the Financial Statements of the Company prepared for
the Financial Year ended March 31,2025.

WEBSITE

The corporate website is www.yudiz.com reflecting the
details and business of the company. Also, the website
displays financial & corporate information.

DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITORS

During the year under review, there were no frauds
reported by the Company or fraud on the Company
by the officers and employees of the Company has
been noticed or reported or no fraud are reported by
the auditors to the Audit Committee or the Board under
section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL
STANDARDS OF ICSI:

Your company has complied with the provisions of
Secretarial Standards issued by Institute of Company
Secretaries of India to the extent applicable.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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, the Company had adopted
‘Whistle Blower Policy’ for Directors and employees.
A mechanism has been established for employees
to report concerns about unethical behaviour, actual
or suspected fraud, or violation of Code of Conduct
and Ethics. It also provides for adequate safeguards
against the victimization of employees who avail of
the mechanism and allows direct access to the Board
of Directors in exceptional cases. The Board will
periodically review the functioning of Whistle Blower
Mechanism.

During the year under review, no whistle blower event
was reported and mechanism functioning well. No
personnel have been denied access to the Chairperson
of Audit Committee. The policy is available on the
website of the company at www.yudiz.com.

SAFETY & ENVIRONMENT

Your Company is committed to providing a safe and
healthy working environment and achieving an injury
and illness free work place.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25
are being sent only electronically to Members whose
email addresses are registered with the company or
depositories in accordance with Regulation 36 of the
Listing Regulations. Members may take note that the
Notice and Annual Report for 2024-25 will also be
accessible at the website of the Company i.e. www.
yudiz.com.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among
its most important stakeholders. Accordingly, your
Company’s operations are committed to the pursuit
of achieving high levels of operating performance and
cost competitiveness, consolidating, and building for
growth, enhancing the productive asset and resource
base, and nurturing overall corporate reputation

CAUTIONARY STATEMENT

The statements contained in the Board’s Report contain
certain statements relating to the future and therefore
are forward looking within the meaning of applicable
laws and regulations. Various factors such as economic
conditions, changes in government regulations,
tax regime, other statues, market forces and other
associated and incidental factors may however lead to

variation in actual results.

ACKNOWLEDGEMENTS

We thank our stakeholders including our clients,
vendors, investors, bankers and employees for their
continued support. We place on record our appreciation
for the contribution made by our employees at all levels.
Our consistent growth was made possible by their hard
work, solidarity, cooperation and support. We thank
the Government of India, the Ministry of Corporate
Affairs, the Central Board of Direct Taxes, the Central
Board of Indirect Taxes and Customs, GST authorities,
Stock Exchanges and Securities and Exchange Board
of India (SEBI), various departments under the state
governments for their support, and look forward to their
continued support in the future.

For & on behalf of the Board of Directors
Yudiz Solutions Limited

Sd/- Sd/-

Bharat Shamjibhai Patel Pratik Bhaskarbhai Patel

Date: September 5, 2025 Whole Time Director Managing Director

Place: Ahmedabad DIN: 00243783 DIN: 05262863

Registered Office:

13th Floor, Bsquare 2, Iscon-Ambli Road,

Ahmedabad-380054, Gujarat, India