Your directors are pleased to present the Twenty Sixth Annual Report
together with the Audited Financial Statements and Auditors’ report
thereon for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

The summary of Financial Results for the Year ended March 31, 2025:

Notes:

1. There are no material changes and commitments affecting the financial position
of the Company between the end of the financial year and the date of this report.

2. Your Company doesn’t have any subsidiaries so there is no need to prepare
consolidated financial statement for the F. Y. 2024-25.

2. OPERATIONAL REVIEW:

The Annual Audited Financial Statements for the financial year 2024-2025,
forming part of this Annual Report, have been prepared in accordance with
Indian Accounting Standards (Ind-AS) notified under Section 133 of the
Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules,
2015 and presentation requirements of Division II of Schedule III of Companies
Act, 2013 and applicable Rules (hereinafter referred to as “the Act”)

In accordance with the provisions of Section 136(1) of the Act, the Company has
placed on its website www.umaconverter.com Annual Report of the Company
including Financial Statements for the financial year 2024-2025.

These documents will also be available for inspection during working hours at
the registered office of the Company at Santej, Gandhinagar. Any member
interested in obtaining such document may write to the Company Secretary and
the same shall be furnished on request.

Key Highlights on Financial Performance:

-Total Income: The total income increased by 22.27 % to Rs.227,84,73,338/-in
comparison to Rs. 186,34,88,626 /-of Previous Financial Year 2023-2024.
-EBIDTA: The EBIDTA of the Company for the year 2024-25 is Rs. 5,03,66,821
in comparison to Rs. 17,50,44,319 /- of Previous Financial Year 2023-2024.
-PAT: The PAT of the Company for the year 2024-25 is Rs. 2,70,32,036/- in
comparison to Rs. 4,18,81,630 /- of Previous Financial Year 2023-2024.

ISO CERTIFICATION:

Your Company accords utmost importance to Environment, Health & Safety
(EHS) at each and every stage of its business operations through its EHS
Management System which provides a structured framework for managing the
Environment and Occupation Health & safety risks and opportunities and is
dedicated in providing a safe and healthy working environment to all its
employees and workers. Our health and safety policy takes into account all
occupational hazards and diligently undertakes efforts to propagate training on
workplace safety. Further, our environmental approach also focuses on
improving our existing processes and systems and adopting more efficient
processes to reduce our carbon footprint and safeguard our natural resources.
Company is an ISO 9001:2015 & 22000:2018 approved and certified by Alcumus
ISOQAR. Our Company (UNIT II) is certified by Alcumus ISOQAR for BRCGS
standard as Global Standard for Packaging Materials.

3. DIVIDEND:

In view of the planned business growth, your directors deem it proper to
preserve the resources of the Company for its activities and therefore, do not
propose any dividend for the Financial Year ended March 31, 2025.

4. RESERVES:

The Company has not transferred any amount to the General Reserves. However,
a profit of Rs. 270.32 Crores has been transferred to Reserves & Surplus.

5. CAPITAL STRUCTURE:

During the year under review your company has not made any allotment of
shares, accordingly the Authorised Share Capital of the Company as on the date
of balance sheet stood at Rs. 22,00,00,000/- divided into 2,20,00,000 equity
shares of Rs. 10/- each and the Paid-up Share Capital of the Company as on the
date of balance sheet stood at Rs. 20,27,42,860/- (Rupees Twenty Crore
Twenty-Seven Lacs Forty-Two Thousand Eight Hundred Sixty Only) divided into
2,02,74,286 (Two Crore Two Lacs Seventy-Four Thousand Two Hundred Eighty-
Six) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

6. SUBSIDIARY/JOINT VENTURE COMPANIES:

Your Company does not have any subsidiary, joint venture or associate company
which have become or ceased to be one during the year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part this
Directors’ Report.

8. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of this Directors’
Report.

9. SECRETARIAL STANDARDS:

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

10. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has
put in place a mechanism for reporting illegal or unethical behavior. The
Company has a Vigil mechanism and Whistle blower policy under which the
employees are free to report violations of applicable laws and regulations and
the Code of Conduct. Employees may also report to the Chairman of the Audit
Committee. During the year under review, no employee was denied access to
the Audit Committee. Whistle blower policy of the Company has been uploaded
on the website of the Company and can be accessed at www.umaconverter.com.

11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Company has adopted (1) '’Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"
(“Fair Disclosure Code”) incorporating a policy for determination of
“Legitimate Purposes” as per Regulation 8 and Schedule A to the said
regulations and (2) “Code of Conduct to Regulate, Monitor and Report Trading
by Designated Persons” as per Regulation 9 and Schedule B to the said
regulations.

12. INSURANCE:

Your Company’s assets are adequately insured against all major risks.

13. PUBLIC DEPOSITS:

Your Company has not accepted any Public Deposits as defined under Section
73 of the Companies Act, 2013 and rules framed there under.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements.

15. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 and
the rules framed there under the Company has constituted a Corporate Social
Responsibility Committee of Directors. The composition of the CSR committee,
as per the applicable provisions of the Act and Rules, is as follows:

Mr. Ashok Ruplal Kavdia - Chairperson
Mr. Sumer Raj Lodha - Member
Mrs. Nirmala Lodha - Member

The role of the Committee is to formulate annual action plan in pursuance of
CSR policy and review CSR activities of the Company periodically and
recommend to the Board amount of expenditure to be spent on CSR annually.
CSR policy of the Company, inter alia, provides for CSR vision of the Company
including proposed CSR activities and its implementation, monitoring and
reporting framework.

Annual Report on CSR activities carried out by the Company during FY 24-25 is
enclosed as Annexure A to this report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act,
2013, with respect to Directors’ Responsibility Statement, your Directors
hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March
31, 2025, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently
and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards 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 directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate
and operating effectively;

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

17. AUDITORS:

Statutory Auditor:

M/s. Jain Chowdhary & CO., Chartered Accountants, (Firm Registration No:
113267W) was appointed as the Statutory Auditors of the Company to hold
office as the Statutory Auditors of the Company for the period of 5 years from
conclusion of 25th AGM till the conclusion of the 30th AGM of the Company to
be held in the year 2029.

The Auditors’ Report does not contain qualification remark and the Notes on
financial statements referred to in the Auditors’ Report are self-explanatory
and do not call for any further comments.

Cost Auditors:

The Company has maintained adequate Cost records required to be maintained
in terms of the Companies Act, 2013. Your directors have on the
recommendation of the Audit committee, re-appointed M/s. J. B. Mistri & Co.,
Cost and Management Accountants (FRN: 101067), as the Cost Auditor to audit
the cost records for the financial year ending 31^st March 2025. Remuneration
payable to the Cost Auditor is subject to ratification by the members of the
Company. Accordingly, a resolution seeking members’ ratification for the
remuneration payable to M/s. J. B. Mistri & Co., Cost and Management
Accountants (FRN: 101067), is included in the Notice convening the Annual
General Meeting, along with relevant details, including the proposed
remuneration

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have appointed M/s. Prachi Bansal and Associates,
Practicing Company Secretary, to undertake the Secretarial Audit of the
Company for FY 2024-25. Secretarial Audit Report for FY 2024-25 is enclosed
as Annexure-A to this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and
subject to approval of members being sought at the ensuing AGM, M/s. VTSN
and Associates, Practicing Company Secretaries has been appointed as a
Secretarial Auditor to undertake the Secretarial Audit of your Company for the
term of five consecutive financial years from FY 2025-26 till FY 2029-30.

M/s. VTSN and Associates, Practicing Company Secretaries has confirmed that
they are not disqualified to be appointed as a Secretarial Auditor and is eligible
to hold office as Secretarial Auditor of your Company.

The Secretarial Audit Report of your Company does not contain any
qualification, remark and statements referred to in the Auditors’ Report are
self-explanatory and do not call for any further comments.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The
Companies (Accounts) Rules, 2014, M/s. Rajendra R Jain and Co, Chartered
Accountants was appointed by the Board of Directors to conduct internal audit
of the Company for the financial year 2025-2026.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL

Your Company has an Internal Financial Control System commensurate with
the size, scale and complexity of its operations. Your Company has adopted
proper system of Internal Control and Risk Management to ensure that all
assets are safeguarded and protected against loss from unauthorized use or
disposition and that the transactions are authorized, recorded and reported
quickly.

19. REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective
sustainability policy and practices. In order to ensure transparent
communication of our sustainability efforts to all our stakeholders we have
made conscious efforts through technology innovation and effective
communication and transparency.

20. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court
or tribunal impacting the going concern status and your Company’s operations
in future.

21. MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year 2024-25. Details of
meetings are given in the Corporate Governance Report annexed herewith and
forms part of this report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

22. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own
performance and that of its committees and independent directors as per the
formal mechanism for such evaluation adopted by the Board. The performance
evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors in a Separate Meeting held
on February 8, 2025. The exercise of performance evaluation was carried out
through a structured evaluation process covering various criteria as
recommended by the Nomination and Remuneration Committee. Based on
performance of the board as a whole and its committees were proactive,
effective and contributing to the goals of the Company.

23. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related
party transactions entered into during the financial year under review were in
ordinary course of business and on an arm’s length basis. There were no
materially significant transactions with related parties during the financial
year which were in conflict with the interest of the Company. Accordingly,
information in Form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the
Board for approval. Prior omnibus approval of the Audit Committee is obtained
for the transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted are
placed before the Audit Committee and the Board of Directors for their review
and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded
on the Company’s website www.umaconverter.com The details of the transactions
with Related Party are provided in the accompanying financial statements.

24. DIRECTORS AND KMP:

During the year under review, on recommendation of Nomination and
Remuneration Committee, the Board of Directors of the Company at its Meeting
held on February 25, 2025 approved re-appointment of Mr. Sumer Raj Lodha
(DIN: 00033283) as Managing Director w.e.f. February 28, 2025 for a further
period of 5 years, subject to the approval of members at ensuing annual general
meeting of the company.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Abhishek Lodha (DIN: 07106811), Director of
the Company is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.

After the closure of financial year, the Board of Directors of the Company at
their meeting held on August 25, 2025 have approved re-appointment of Mr.
Pradeep Lodha (DIN: 01560437), as an Independent Director of the Company
for a further period of five years w.e.f. April 19, 2026, subject to the approval
of members at ensuing annual general meeting of the company
The requisite particulars in respect of Directors seeking appointment/re-
appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified
from being appointed as directors in terms of Section164 of the Companies Act,
2013.

Details of policy of appointment and remuneration of directors has been
provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in section 149(6) of the Companies Act,

2013. The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors’ Databank maintained with
the Indian Institute of Corporate Affairs ('IICA’) in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

25. COMMITTEES OF BOARD

With an objective of strengthen the governance standards and to comply with
the applicable statutory provisions, the Board has constituted various
committees. Details of such Committees constituted by the Board are given in
the Corporate Governance Report, which forms part of this Annual Report.

26. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors
have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Act
details of which needs to be mentioned in this Report.

27. PREVENTION OF SEXUAL HARASSMENT:

As per the requirement of the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, your Company has laid down a Prevention of Sexual
Harassment (POSH) Policy and has constituted Internal Complaints Committees
(ICs) at all relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs include external members
with relevant experience. The ICs, presided by senior women, conduct the
investigations and make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace. The ICs also work
extensively on creating awareness on relevance of sexual harassment issues,
including while working remotely. The employees are required to undergo
mandatory training on POSH to sensitize themselves and strengthen their
awareness.

During the year under review, your Company has not received any complaint
pertaining to sexual harassment.

28. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the benefits
as prescribed under the Act. The Company remains committed to supporting
working mothers and promoting a gender-inclusive workplace.

29. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section I34(3)(a) of the Act, the Annual
Return as on March 31, 2025 is available on the Company’s website at
www.umaconverter.com

30. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in
accordance with the provisions of section 197(12) of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.

The information required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Annual Report. Having regard to the provisions of Section 134 and
Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent
to the Members excluding such information. However, the said information is
available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of ensuing
AGM. Any shareholder interested in obtaining a copy of such statement may
write to the Company Secretary at the Registered Office of the Company or e¬
mail to cs@umaconverter.com.

31. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with
respect to conservation of energy, technology absorption and foreign exchange
earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are
provided in the Annexure-C to the Report.

32. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect
of the following matters, as there were no transactions or applicability
pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or
otherwise.

ii) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary
companies to the Managing Director of the Company.

iv) Change in the nature of business of the Company

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for corporate insolvency under Corporate
Insolvency Resolution Process under the Insolvency and Bankruptcy Code,
2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

33. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinted efforts of the employees
have enabled your Company to remain at the forefront of the industry. Your
directors place on records their sincere appreciation for significant contributions
made by the employees through their dedication, hard work and commitment
towards the success and growth of your Company. Your directors take this
opportunity to place on record their sense of gratitude to the Banks, Financial
Institutions, Central and State Government departments, their Local Authorities
and other agencies working with the Company for their guidance and support.

For, Uma Converter Limited For, Uma Converter Limited

Sd/- Sd/-

Sumer Raj Lodha Nirmala Lodha

Chairman and Managing Director Director

DIN: 00033283 DIN: 00033246

Date: August 25, 2025
Place: SANTEJ-GANDHINAGAR