డైరెక్టర్ల నివేదిక Unipro Technologies Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘Unipro’) along with the audited "Financial statement for the "Fiscal Year ended March 31,2025.

1. Financial summary/highlights,

The performance during the period ended 31^st March, 2025 has been as under:

(Amount in Lakhs)
Particulars	Standalone
	2024-25	2023-24
Turnover/Income (Gross)	-	-
Other Income	6.63	-
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(34.81)	(258.71)
Less: Depreciation/ Amortisation/ Impairment	0.19	0.38
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(35)	(259.09)
Less: Finance Costs	0.03	0.18
Profit /loss before Exceptional items and Tax Expense	(35.03)	(259.27)
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(35.03)	(259.27)
Less: Tax Expense (Current & Deferred)
Profit /loss for the year (1)	(35.03)	(259.27)
Total Comprehensive Income/loss (2)	-	-
Total (1 2)	(35.03)	(259.27)
Balance of profit /loss for earlier years
Less: Transfer to Debenture Redemption Reserve	0	0
Less: Transfer to Reserves	0	0
Less: Dividend paid on Equity Shares	0	0
Less: Dividend paid on Preference Shares	0	0

Less: Dividend Distribution Tax	0	0
Balance carried forward	(35.03)	(259.27)

2. Overview & state of the company’s affairs:

During the year under review, the Company has recorded no income and loss of Rs. 35.03 lakhs as against no income and loss of Rs. 259.27 lacs in the previous financial year ending 31.03.2024.

3. Dividend:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year

4. Transfer to reserves:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year

5. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company’s website.

6. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts or tribunals:

The details of significant and material orders passed by the Regulators /Courts and Appellate Tribunals, during the year under review and till the date of this report are mentioned hereunder:

The Company approached the Hon’ble Securities Appellate Tribunal, Mumbai, seeking restoration of its listing status on BSE Limited, which had been revoked pursuant to the order passed by the BSE Delisting Committee vide its order dated 05.01.2024. The Company submitted a detailed appeal, highlighting the grounds on which the delisting order was contested, and requested immediate reinstatement of its securities to the exchange.

After considering the submissions and the merits of the case, the Hon’ble Securities Appellate Tribunal, Mumbai, vide its order dated 25.02.2025, directed that the Company’s listing on BSE Limited shall be restored forthwith. Additionally, the Tribunal ordered that the demat accounts of the promoters of the appellant Company, which had been frozen in connection with the delisting proceedings, shall be defreezed immediately to enable normal trading and transfer of shares.

8. Transfer of un-claimed dividend to Investor Education and Protection:

The Company has not transferred any amount against un-claimed dividend to Investor Education and Protection Fund during the period under report.

9. Details of Nodal Officer:

The Company has designated Mr. D. V. Ramana Reddy as a Nodal Officer for the purpose of IEPF.

10. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEpf”), constituted by the Central Government During the Year, the Company has not transferred any amount to Investor Education and Protection Fund

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2024-25.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there has been no non-compliance with the requirements of the Act.

14. Companies which have become or ceased to be subsidiaries:

The Company has no subsidiaries during the Financial Year ended March 31, 2025, Since the Company has not subsidiaries during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

15. Corporate Governance and Code of Conduct:

The Company is having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year i.e 31st March 2025, is exempt under Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company is accordingly filing declaration, with Stock Exchange (i.e., BSE Limited), of non-applicability of provisions of corporate governance as mentioned in concerned regulation. Therefore, declaration/certification/information required to be disclosed as per Para C, D and E of Schedule V read with Regulation 34 are not applicable to the Company and hence, Corporate Governance Report, Declaration and Compliance Certificate pursuant to Para C, D and E of Schedule V of Listing Regulations, respectively, not attached to this report.

16. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section and forming part of this Board Report & Annual Report.

17. Familiarisation Programme for the Independent Directors

The Company conducts Familiarization Programme for Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities. They have full opportunity to interact with Senior Management Personnel and are

provided all documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

The details of familiarization programme imparted to the Independent Directors of the Company has been disclosed on the website of the Company and can be accessed through the following link at: http://www.uniproltd.com.

18. Board Evaluation:

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in February 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Act, an annual Board effectiveness evaluation was conducted for FY 2024-25 on February 13, 2025, involving the following:

i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfilment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and

ii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.

An IDs’ meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on February 13th, 2025, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. All IDs were present at the said meeting.

(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc.

(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc.

(iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgement, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc.

(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc.

(v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations.

19. Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2025, the Company’s Board comprised of Five Directors, out of which Two are promoter Directors. In addition, there are three independent Directors on the Board. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have one half of total Directors as independent Directors. The nonexecutive Directors are appointed or re-appointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the non-executive Directors other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.

20. Meetings of the Board:

The Board of Directors duly met Four (4) times on 30.05.2024, 14.08.2024, 14.11.2024 and 13.02.2025 and in respect of which meetings, proper notices were

given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Name of Director	Relationship with other Directors	Category	No. of Meeting s Held	No. of Meetings Attended	Whether Attended Last AGM
Mr. D.V. Ramana Reddy	Spouse of Mrs. D. Aparna Reddy, Whole Time Director	Promoter- Executive	4	4	Yes
Mrs. D. Aparna Reddy	Spouse of Mr. D.V. Ramana Reddy, Managing Director	Promoter- Executive	4	4	Yes
Mr.S. Somshekar	None	Independent Director	4	4	Yes
Mr. B. Mallikarjun Reddy	None	Independent Director	4	4	Yes
Mr. K. Ramgopal Reddy	None	Independent Director	4	4	Yes

21. Governance Structure:

Board of Directors: Provides strategic direction, formulates and ensures long-term business strategy, enhances shareholder value, and safeguards stakeholder interests.

Board Committees: Leverage specialized expertise to provide insightful

recommendations, ensure effective oversight, and guide strategic direction across key operational areas.

Management: Implements policies, procedures, and oversees day-to-day

operations, driving effective execution

22. Unipro code of conduct for the prevention of insider trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.uniproltd.com

23. Committees of the board:

The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors.

24. Audit committee:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.

The Audit Committee acts as an interface between the Statutory and Internal Auditors, the Management, and the Board. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes; reviewing the Company’s established systems and processes for internal financial controls and governance; and reviews the Company’s statutory and internal audit processes.

A. Brief Description of Terms of Reference: -

Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

(1) oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) Review and monitor the auditor’s independence and performance, and effectiveness of audit process.

(5) reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(6) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(7) To review the financial statements, in particular, the investments made by the unlisted subsidiary Company.

(8) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement], and making appropriate recommendations to the board to take up steps in this matter;

(9) To formulate the scope, functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal Auditor.

(10) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

(11) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

(12) Discussion with internal auditors any significant findings and follow up there on.

(13) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

(14) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

(15) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

(16) To review the functioning of the Whistle Blower mechanism.

(17) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

(18) Valuation of undertakings or assets of the Company, wherever it is necessary.

(19) Scrutiny of inter-corporate loans and investments.

(20) Evaluation of internal financial controls and risk management systems.

(21) Approval or any subsequent modification of transactions of the Company with related parties.

(22) appoint a person having such qualifications and experience and registered as a valuer in such manner, on such terms and conditions as may be prescribed and appointed by the audit Committee for valuation, if required to be made, in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets or net worth of a Company or its liabilities.

(23) To ensure proper system for storage, retrieval, display or printout of the electronic records as deemed appropriate and such records shall not be disposed of or rendered unusable, unless permitted by law provided that the back-up of the books of account and other books and papers of the Company maintained in electronic mode, including at a place outside India, if any, shall be kept in servers physically located in India on a periodic basis.

(24) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances / investments existing as on the date of coming into force of this provision.

(25) Reviewing the compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively.

(26) To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

(27) Carrying out any other function as is mentioned in the terms of reference of the Committee.

B. The Audit Committee shall have powers, which should include the following:

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

d. To secure attendance of outsiders with relevant expertise, if it considered necessary.

C. The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

D. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Mr. S. Vijaya Saradhi, as Chairman of the Committee, having the relevant accounting and financial management expertise.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. K. Ramgopal Reddy	Chairman	NED(I)	4	4
Mr. B. Mallikarjun Reddy	Member	NED(I)	4	4
Mr. S. Somshekar	Member	NED(I)	4	4

The Audit Committee met 4 times during the financial year 2024-25 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 30^th May 2024, 14^th August 2024, 14^th November 2024 and 13^th February 2025. Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 30^th September, 2024.

25. Nomination and remuneration committee:

The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board.

The NRC is vested with all the necessary powers, authority to identify persons who are qualified to become Directors, Key Managerial Personnel and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal, and shall carry out evaluation of every Director’s performance.

Terms of Reference: The terms of reference of the Nomination & Remuneration Committee, inter alia, includes the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of performance of independent directors and the Board;

c. Devising a policy on Board diversity;

d. Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

e. Analysing, monitoring and reviewing various human resource and compensation matters, including the compensation strategy;

f. Determining the Company’s policy on specific remuneration packages for executive directors including pension rights and any compensation payment.

g. Recommending the remuneration, in whatever form, payable to non-executive directors and the senior management personnel and other staff (as deemed necessary);

h. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

i. Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

j. Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

k. Administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme”) including the following:

i. Determining the eligibility of employees to participate under the ESOP Scheme.

ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;

iii. Date of grant;

iv. Determining the exercise price of the option under the ESOP Scheme;

l. Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme”) and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

m. Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as amended, by the Company and its employees, as applicable;

n. Performing such other activities as may be delegated by the Board of Directors and/ or are statutorily prescribed under any law to be attended by the Nomination and Remuneration Committee; and

o. Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations or other applicable laws or by any other regulatory authority.

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, reflecting the short and long term performance objectives appropriate to the working of the Company and its goals

(iv) The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct;

(v) The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

(vi) The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee;

(vii) The right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

(viii) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares;

(ix) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares;

(x) The grant, vest and exercise of option in case of employees who are on long leave;

(xi) Allow exercise of unvested options on such terms and conditions as it may deem fit; xii. The procedure for cashless exercise of options;

(xii) Forfeiture/ cancellation of options granted;

(xiii) Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration:

• the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action;

• for this purpose, global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and the vesting period and the life of the options shall be left unaltered as far as possible to protect the rights of the employee who is granted such option

There were Two Nomination and Remuneration Committee Meetings held during the financial year 2024-25 on 17.01.2024 and 13.02.2025.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. K. Ramgopal Reddy	Chairman	NED(I)	4	4
Mr. B. Mallikarjun Reddy	Member	NED(I)	4	4
Mr. S. Somshekar	Member	NED(I)	4	4

26. Performance evaluation criteria for independent directors:

The Nomination & Remuneration Committee shall evaluate each individual with the

objective of having a group that best enables the success of the company’s

business.

Policy:

1. The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

2. In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

• General understanding of the company’s business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

• shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and other relevant laws.

3. Criteria of independence

3.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NRC Committee shall take into account the nature of and the time involved in a director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

4.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a wholetime Director in any listed company.

4.4 A Director shall not be a member in more than 10 committees or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

27. Pecuniary Relationship or Transactions of the Non-Executive Directors Vis-AVis the Listed Company:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

A. Criteria for making payments to non-executive directors:

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

2. Remuneration to Non - Executive Directors

2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3. Remuneration to other employees

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

28. Independent directors’ meeting:

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 13.02.2025, to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines 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 of the Company were present at the meeting.

As required under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company regularly familiarizes Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. The details of the familiarization program is given at company’s website (www.uniproltd.com/ Investor Relations).

i) Remuneration policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities should and individual performance.

Policy for selection of directors and determining directors’ independence:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director” means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Remuneration policy for Directors, key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director” means a director appointed to the Board of the company.

2.2 "Key Managerial Personnel” means

(i) The Chief Executive Office or the Managing Director or the Manager;

(ii) The Company Secretary;

(iii) The Whole-Time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013 2.3"Nomination and Remuneration committee” means the committee constituted

by Board in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

29. Stakeholder’s relationship committee:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include:

(a) Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc., assisting with quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of investor services;

(g) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority;

(h) To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board of Directors from time to time;

(i) To approve requests for transfer, transposition, deletion, consolidation, subdivision, change of name, dematerialization, rematerialisation etc. of shares, debentures and other securities;

(j) To monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other securities of the Company; and

(k) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations

The Committee comprises of 3 independent Directors. In the financial year 2024-25, 4 meetings of the Committee were held on 30^th May 2024, 14^th August 2024, 14^th November 2024 and 13^th February 2025. Composition of committees and member’s attendance at the meetings during the year are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. K. Ramgopal Reddy	Chairman	NED(I)	4	4
Mr. B. Mallikarjun Reddy	Member	NED(I)	4	4
Mr. S. Somshekar	Member	NED(I)	4	4

30. Name and designation of compliance officer:

Ms. Chandni Vardani is the Company Secretary & Compliance Officer of the Company.

31. Details of complaints/requests received, resolved and pending during the year 2024-25:

Number of complaints	Number
Number of complaints received from the investors comprising nonreceipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	0
Number of complaints resolved	0
Number of complaints not resolved to the satisfaction of the investors as on March 31,2025	0
Complaints pending as on March 31,2025	0
Number of Share transfers pending for approval, as on March 31,2025	0

32. Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

33. Directors and key managerial personnel:

As on date of this report, the Company has Nine Directors, out of those Six are Independent Directors including one Woman Director.

a) Appointment/Re-appointment of Directors of the Company:

• Appointment of Mr. P S Vijayender Goud (DIN: 10715139) as an Independent Director of the company in the ensuing AGM.

• Appointment of Mr. Eppalapalli Ramesh (DIN: 07470529) as an Independent Director of the company in the ensuing AGM.

• Appointment of Mr. Sandra Sudheer Kumar (DIN: 09660439) as an Independent Director of the company in the ensuing AGM.

• Appointment of Mr. Pudvi Raj Thandakamalla (DIN: 11194043) as a Whole Time Director of the company in the ensuing AGM.

b) Resignation/ Cessation of Directors of the Company:

During the year, no Director resigned or ceased to be Director of the Company.

c) Retire By Rotation:

In terms of Section 152(6) of the Companies Act, 2013, Mr. D. V. Ramana Reddy (DIN: 02957936) Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends reappointment of Mr. D. V. Ramana Reddy (DIN: 02957936) as Director of the Company.

d) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. D. V. Ramana Reddy, Managing Director of the company.

• Mr. D. Aparna Reddy, Chief financial officer of the company.

• Mr. Chandni Vardani, Company Secretary & Compliance Officer of the Company.

34. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 30th September, 2024 have appointed M/s. M M Reddy & Co., as statutory auditors of the Company to hold office until the conclusion of 39th Annual General meeting of the Company.

The Auditors’ Report for fiscal year 2024-2025 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for Audited Financial Results of the Company for the Financial Year ended March 31,2025 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

35. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2025.

The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed and forms integral part of this Report.

Secretarial Auditors Qualification:

The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial Year ended 31st March, 2025 and the explanations of the management are tabulated below:

S. No.	Observation/ Qualification	Explanation by the Management
1.	The Company did not appoint a Company Secretary during the	We acknowledge the observation regarding the absence of a Company Secretary during the financial year 2024-25. However, the

	financial year 2024-25.	Company has since taken corrective action and appointed Ms. Chandni Vardani, a qualified Company Secretary and Compliance Officer, with effect from January 17, 2025.
2.	Mr. K. Ramgopal Reddy, Mr. B. Mallikarjun Reddy, and Mr. S. Somshekar, Independent Directors (IDs), have not registered/renewed their details in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs (IICA) within the stipulated period.	We acknowledge the auditor''s observation concerning the non-registration or renewal of Mr. K. Ramgopal Reddy, Mr. B. Mallikarjun Reddy, and Mr. S. Somshekar. our independent directors, with the ID databank maintained by the Institute of Corporate Affairs (IICA) within the stipulated period. We assure you that we will promptly address this matter. We will ensure that all necessary registrations and renewals are completed in compliance with regulatory requirements.
3.	Certain event-based e-Forms required to be filed with the ROC during the audit period were not filed by the Company in a timely manner.	We acknowledge the observation that certain event-based e-Forms required to be filed with the Registrar of Companies (ROC) during the audit period were not submitted. The delay was unintentional and occurred due to administrative and procedural constraints. The Company is taking corrective measures to complete all pending filings at the earliest. Additionally, steps are being taken to strengthen internal compliance systems to ensure timely and accurate filing of all statutory forms in the future.
4.	The Company did not provide declarations from Independent Directors as required under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 and Schedule IV of the Companies Act, 2013, for	We acknowledge the observation that the Company did not provide declarations from Independent Directors as required under Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 149(7) and Schedule IV of the Companies Act, 2013, for audit verification. The omission was due to administrative oversight. The Company has since taken

	audit verification.	corrective measures to obtain the necessary declarations from all Independent Directors. These declarations have been duly recorded and are available for audit verification. The Board has reviewed and taken on record the declarations submitted by the Independent Directors, ensuring compliance with the applicable regulations.
5.	The Company failed to file Form ADT-3 for the resignation of the Statutory Auditor during the financial year 2024-25.	We acknowledge the observation that the Company did not file Form ADT-3 for the resignation of the Statutory Auditor during the financial year 2024-25. The delay was due to administrative oversight. The Company is taking immediate corrective actions to ensure compliance with the provisions of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014.
6.	The Company failed to file Form ADT-1 for the appointment of the Statutory Auditor during the financial year 2024-25.	We acknowledge the observation that the Company did not file Form ADT-1 for the appointment of the Statutory Auditor during the financial year 2024-25. The delay was due to administrative oversight. The Company is taking immediate corrective actions to ensure compliance with the provisions of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014.
7.	During the period under review, the Company remained continuously suspended from trading by BSE Limited due to certain non-compliances with regulations, lapses in corporate governance, and delays in submission of certain reports.	We regret the suspension of trading and acknowledge the underlying issues that led to this situation. The Company is fully committed to rectifying the non-compliances, enhancing governance practices, and ensuring the timely submission of all requisite reports. An action plan has been implemented to restore the Company''s good standing with BSE Limited and facilitate the earliest possible lifting of the trading suspension.

36. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

37. No Frauds reported by statutory auditors

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

38. Declaration by the Company

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

39. Annual Secretarial Compliance Report

The provisions of Regulation 24A of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Accordingly, the Company is not required to submit Annual Secretarial Compliance Report to the Stock Exchange.

40. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil 2. Foreign Exchange Outgo: Nil

41. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

42. Details of utilization of funds:

During the year under review, the Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

43. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company, prepared in accordance with Section 92(1) of the Act and Rule 11 of the Companies (Management and Administration) Rules, 2014, for the financial year 2024-25, is available in Form MGT-7 on the Company’s website at the following URL: https://www.uniproltd.com.

44. Insurance:

The properties and assets of your Company are adequately insured.

45. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 7,00,00,000/- divided into 70,00,000 equity shares of Rs.10/- each and the company’s paid up capital is Rs. 6,08,49,000/- divided into 60, 84,900 equity shares of Rs. 10/- each.

46. Particulars of Loans, Guarantees or Investments:

During the year the Company has not taken or given any loans, guarantees to/from any person or entity and did not make/get any investments from any entity/Individual

47. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as

prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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 and Committee(s).

48. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2025, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors 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 your Company as on 31st March 2025 and of the profit and loss of the Company for the financial year ended 31 March 2025;

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) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

49. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

50. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director & CEO and Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.uniprolimited.com.

51. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

52. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

53. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

54. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/ analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company''s website.

55. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website (https:// www.uniproltd.com/investors/ policies). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy	Brief Description	Website link
Board Diversity Policy	At Unipro Technologies Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,	https://www.uniproltd.com

	cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.
Nomination and Remuneration Policy	This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, key managerial personnel and other employees.	https://www.uniproltd.com
Related Party Transaction Policy	The policy regulates all transactions between the Company and its related parties	https://www.uniproltd.com
Policy on director’s appointment and remuneration:	The Policy on director’s appointment and remuneration:	https://www.uniproltd.com

58. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company for the financial year 2024-25.

59. Statement showing the names of the top ten employees in terms of remuneration Drawn and the name of every employee as per rule 5(2) & (3) of the companies (appointment & remuneration) rules, 2014:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if

any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

60. Secretarial standards:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

61. Statutory Compliance

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

62. Suspension of Trading:

The Company is under suspension on BSE due to penal reasons. However, the company under the new management lead by Mr. D.V. Ramana Reddy, Managing Director of the Company has been working aggressively towards revoking the company from suspension. The Board assures that all due efforts are being made to revoke the company from suspension and so shall be done soon.

63. Non - Executive Director’s Compensation and Disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

64. Industry based disclosures as mandated by the respective laws governing the company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

65. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

Company does not availed any loans from Banks and Financial Institutes.

66. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

67. Shares transferred to investor education and protection fund

No shares were transferred to the Investor Education and Protection Fund during the year under review.

68. CEO/ CFO Certification:

Certification from the Managing Director on the financial statements u/r regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024- 2025 is annexed in this Annual Report.

69. Related Party Transactions:

The company does not have any transactions with related parties as falls under the scope of Section 188(1) of the Act read with relevant rules.

70. Failure to implement any corporate action

During the year under review, no corporate actions were done by the Company.

71. Prevention of Sexual Harassment at Workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ("ICC”) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints pertaining to sexual harassment have been received.

72. Statement on Maternity Benefit Compliance:

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company for the financial year 2024-25, as no female employees were employed during that period.

73. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 26^th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies are sent through the permitted mode.

74. Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

75. Other Disclosures/reporting:

There has been no change in the nature of business of the Company as on the date of this Report. The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

76. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your
Company (‘the Company’) along with the audited "Financial statement for the "Fiscal
Year ended March 31,2024.

1. Financial summary/highlights,

The performance during the period ended 31^st March, 2024 has been as under:

Particulars	Standalone
	2023-24	2022-23
Turnover/Income (Gross)	0	0
Other Income	--	--
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(26,48,817)	(12,43,806)
Less: Depreciation/ Amortization/ Impairment	38,051	76,103
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(26,10,767)	(11,67,703)
Less: Finance Costs	18,075	5,000
Profit /loss before Exceptional items and Tax Expense	(25,92,691)	(11,62,703)
Add/(less): Exceptional items	--	--
Profit /loss before Tax Expense	(25,92,691)	(11,62,703)
Less: Tax Expense (Current & Deferred)	---	—
Profit /loss for the year (1)	(25,92,691)	(11,62,703)
Total Comprehensive Income/loss (2)	---	—
Less: T ransfer to Debenture Redemption Reserve	---	—
Less: T ransfer to Reserves	---	—
Less: Dividend paid on Equity Shares	---	—
Less: Dividend paid on Preference Shares	---	—
Less: Dividend Distribution Tax	---	—
Net Loss for The Period	—	—

2. Performance Review:

During the year under review, the Company has recorded no income and loss of
Rs. 25,92,691 as against no income and loss of Rs 11,62,703 in the previous financial
year ending 31.03.2023.

5. Dividend:

Keeping the Company’s growth plans in mind, your Directors have decided not to
recommend dividend for the year.

6. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company
during the year under review.

7. Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position
of the Company which have occurred during the end of the Financial Year of the
Company to which the financial statements relate and the date of the report.

8. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and company’s
operations in future.

9. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor
and Education and Protection Fund for the financial year ended 31^st March 2024.

10. Details of utilization of funds:

During the year under review, the Bank has not raised any funds through Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. Details of Nodal Officer:

The Company has designated Mr. D. V. Ramana Reddy as a Nodal Officer for the
purpose of IEPF.

12. Revision of financial statements:

There was no revision of the financial statements for the year under review.

13. Change in the nature of business, if any:

During the period under review and the date of Board’s Report there was no change in
the nature of Business.

14. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended
March 31, 2024 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.

15. Criteria for determining qualifications, positive attributes and independence of a
director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing
Regulations, the NRC has formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an
appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the
Directors are expected to demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The Directors are also expected to
abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)

(b) of the Listing Regulations.

16. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associated
with corporate and business organizations. They understand Company’s business and
activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the
Board has shown all the Independent Directors Company’s business and Floriculture
activities and were also introduced to Company’s staff.

17. Independent director’s familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenario
within the Floriculture Activities, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the
Company, significant development so as to enable them to take well-informed decisions
in timely manner. The familiarization programme also seeks to update the Directors on
the roles, responsibilities, rights and duties under the Act and other statutes. The policy
on Company’s familiarization programme for Independent Directors is hosted on your
Company''s website and its web link is www.uniprolimited.com

18. Mechanism for Evaluation of the Board:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the
provisions of the Companies Act, 2013, The Board of Directors of the Company on
recommendation of Nomination and Remuneration Committee, adopted Board
Evaluation Policy to comply with the various provisions of the Act, the Listing Regulations
and the SEBI circular dated January 5, 2017 which provides further clarity on the process
of Board Evaluation (“SEBI Guidance Note") and SEBI circular dated February 5, 2019.

i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their
performance and fulfilment of the independence criteria prescribed under the Act and
SEBI Listing Regulations; and

ii. Evaluation of the Board of Directors, its Committees and individual Directors, including
the role of the Board Chairman.

An IDs’ meeting, in accordance with the provisions of Section 149(8) read with Schedule
IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was
convened on February 14, 2020, mainly to review the performance of Independent
Directors and the Chairman & Managing Director as also the Board as a whole. All IDs
were present at the said meeting.

The above evaluation was done keeping in view the following factors:

(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board
development, diversity, governance, leadership, directions, strategic input, etc.

(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards,
risk mitigation, sustainability, strategy formulation and execution, financial planning &
performance, managing human relations, appropriate succession plan, external
relations including CSR, community involvement and image building, etc.

(iii) Independent Directors: Participation, managing relationship, ethics and integrity,
Objectivity, brining independent judgment, time devotion, protecting interest of
minority shareholders, domain knowledge contribution, etc.

(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion
of training and development of directors etc.

(v) Committees: Terms of reference, participation of members, responsibility delegated,
functions and duties, objectives alignment with company strategy, composition of
committee, committee meetings and procedures, management relations.

Performance evaluation was done on the scale of 1 to 5, 1 being very poor and 5 being
outstanding. The outcome of performance evaluation is given below:

Categories	Rating (out of 5)
Board as a whole	4.89
Individual Directors
D. V. Ramana Reddy	4.68
K. Ramgopal Reddy	4.78
S. Somshekar	4.46
B. Mallikarjun Reddy	4.59
D. Aparna Reddy	4.73
Audit Committee	4.56
Stakeholder Relationship Committee	4.25
Nomination & Remuneration Committee	4.65

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year
Previous year’s observations and actions taken	Since no observations were received, no actions were taken.
Proposed actions based on current year observations	Since no observations were received, no actions were taken.

19. Composition of Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination
of executive and non-executive Directors with right element of independence. As on
March 31, 2024, the Company’s Board comprised of five Directors, One promoter
Director. In addition, there are two independent Directors and two non -executive
directors on the Board including one-woman Director. In terms of Regulation 17(1) (b) of
SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company
is required to have one half of total Directors as independent Directors. The non¬
executive Directors are appointed or re-appointed based on the recommendation of the

Nomination & Remuneration Committee which considers their overall experience,
expertise and industry knowledge. One third of the non-executive Directors other than
independent Directors, are liable to retire by rotation every year and are eligible for
reappointment, subject to approval by the shareholders.

20. Audit Committee Recommendations

During the year, all recommendations of Audit Committee were approved by the Board
of Directors.

21. Number of Board Meetings:

During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with
Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations
was held on 14.02.2024.

22. Audit Committee Recommendations

During the year, all recommendations of Audit Committee were approved by the Board
of Directors.

23. Number of Board Meetings:

During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with
Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations
was held on 14.02.2024.

24. Attendance of Board Meetings:

Name	No of Meetings held	No of Meetings attended
D. V. Ramana Reddy	4	4
K. Ramgopal Reddy	4	4
S. Somshekar	4	4
B. Mallikarjun Reddy	4	4
D. Aparna Reddy	4	4

25. Committees of the Board:

In compliance with the provisions of Sections 177, 178 of the Act, the Board constituted,
Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship
committee and Risk Management Committee. The details of composition of the
Committees, their meeting and attendance of the members are:

26. Audit Committee: Terms of reference of Audit committee covers all the matters
prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act,
2013.

A. Brief Description of Terms of Reference: - Overview of the Company’s financial
reporting process and disclosure of its financial information to ensure that the financial
statements reflect a true and fair position and that sufficient and credible information is
disclosed.

i. Oversight of the Company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit
fee and approval for payment for any other services;

iii. Review and monitor the auditor’s independence and performance, and effectiveness
of audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors’ Responsibility Statement to be
included in the Board’s Report in terms of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by
management;

(d) Significant adjustments made in the financial statements arising out of audit
findings;

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management and the
statutory auditors;

vii. Examination of the financial statement and the auditors’ report thereon;

viii. Review and monitor statutory auditor’s independence and performance and
effectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it is
necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about their findings
with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture-holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and related
matters;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct for
Prevention of Insider Trading and supervise its implementation under the overall
supervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Companies Act, 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit
committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory
auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review the financial
statements, in particular, the investments made by the unlisted subsidiary company.

• Carrying out any other function as may be referred to the Committee by the Board.

• Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

B. Internal Audit

The Company has adequate internal control and Internal Audit system commensurate
with its size and nature of its business. The Internal Audit Plan is approved by the Audit
Committee and the Internal Auditors directly present their report to the Audit Committee
for their consideration.

C. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of
Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All
members of the Committee are financially literate, with Mr S. Somshekar, as Chairman
of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its
members during the financial year ended 31st March 2024 are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. S. Somshekar	Chairman	NED(I)	4	4
Mr. K. Ramgopal Reddy	Member	NED(I)	4	4
Mr. B. Mallikarjun Reddy	Member	NED	4	4

The Audit Committee met 4 times during the financial year 2023-24 and the gap between
any two meetings did not exceed 120 days. The dates on which the Audit Committee
Meetings held were: 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024. Requisite
quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of
Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering
Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks
affecting the Company which were presented to the Committee. The Chairman of the
Audit Committee briefed the Board members on the significant discussions which took
place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the
Company held on 30 September, 2023.

27. Directors and key managerial personnel:

As on date of this report, the Company has five Directors, out of those three are
Independent Directors excluding one Woman Independent Director.

a) Re-Appointment of Directors of the Company:

(i) Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules,2014, Mrs. D. Aparna
Reddy - Whole Time Director & Chief Financial Officer is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Mr. D. V. Ramana Reddy, Managing Director of the company.

• Ms. D. Aparna Reddy - Whole Time Director & Chief Financial Officer.

3. Regulatory Affairs Between the End of Financial Year and Date of Report

The following were the regulatory affairs occurred as on the date of Board’s Report -

> As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April, 2018, the Central
Depository Services (India) Limited (CDSL) was appointed as the Designated Depository
for the purpose of monitoring the Foreign Investment Limits in the Company.

> As per SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28th May, 2018,
the Central Depository Services (India) Limited (CDSL) was appointed as the Designated
Depository for the purpose of System Driven Disclosures in Securities Market for the
Company.

4. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular no.
SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20^th April, 2018 mandated that all the
shareholders, whose ledger folio do not have or having incomplete details with respect
to their PAN and Bank particulars, must submit the same to the Registrar and Transfer
Agent (RTA) or the Company.

Your active co-operation is required in this regard and in order to be a part of the green
initiative, to help in conserving trees for a greener India and to enable the Company to
disseminate to you all the requisite documents and information electronically, i.e. through
emails and make payments of dividend directly into your bank account, you are
requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend
amount directly into your bank account through National Automated Clearing House
(NACH), a separate form is attached for providing your bank details, kindly fill and sign
the form and submit with RTA/Company (for shares held in physical form) or with your
depository participant (for shares held in demat form), as the case may be, along with
requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and
submit with RTA/Company (for shares held in physical form) or with your depository
participant (for shares held in demat form), as the case may be, along with requisite
documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the
dividend payment instrument, in case where NACH details are not registered with the
Company / RTA.

5. Statutory Audit and Auditors Report:

The members of the Company at their Annual General Meeting held on 30th September,
2019 have appointed M/s. V Ravi and Co., as statutory auditors of the Company to hold
office until the conclusion of 39th Annual General meeting of the Company.

The existing Statutory Auditors /s. V Ravi and Co., chartered accountants, Hyderabad
will retire at the ensuing Annual General Meeting. Accordingly, pursuant to the provisions
of sections 139 of the companies Act, 2013 read with rules made there under, and based
on the recommendation of the Audit Committee, the Board in its meeting held on
14.08.2024 has appointed M/s M. M. Reddy & Co., Chartered Accountants, Hyderabad
as the statutory auditors of the company, from the conclusion of 39th Annual General
Meeting for a period of five Years till the conclusion of this 44th Annual General Meeting
subject to the approval of members in ensuing Annual General Meeting.

The Auditors’ Report for fiscal year 2023-2024 does not contain any qualification,
reservation or adverse remark. The Auditors’ Report is enclosed with the financial
statements in this Annual Report. The Company has received audit report with
unmodified opinion for Standalone Audited Financial Results of the Company for the
Financial Year ended March 31,2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.

6. Internal auditors:

The Board of Directors based on the recommendation of the Audit Committee has
appointed Mr. I. Ravinder Reddy as the Internal Auditor of your Company. The Internal
Auditors are submitting their reports on quarterly basis.

7. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the
financial year under review under sub Section (12) of Section 143 of the Companies Act,
2013.

8. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been
taken to conserve energy wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

9. Insurance:

The properties and assets of your Company are adequately insured.

10. Particulars of loans, guarantees:

The Company has not availed any facilities of Credit and Guarantee.

11. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated
under Regulation 4(3) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is
presented in a separate section forming part of the annual report.

12. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company
has adopted a procedure for assessment and minimization of probable risks. It ensures
that all the risks are timely defined and mitigated in accordance with the well-structured
risk management process.

13. Corporate governance:

A Separate section titled “Report on Corporate Governance” along with the Auditors’
Certificate on Corporate Governance as stipulated under Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as a part of this Annual Report.

14. Committees of the board:

Currently the Board has 4 committees: The Audit Committee, the Nomination and
Remuneration Committee, the Stakeholder Relationship Committee and the Risk
Management Committee. A detailed note on composition of the Board and its committees
is provided in the Corporate Governance Section of the Annual Report.

15. Extract of Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on
the Company’s website URL: www.uniprolimited.com

16. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 7,00,00,000/- divided into 70,00,000
equity shares of Rs.10/- each. The company’s paid up capital is Rs. 6,08, 49,000/-
divided into 60,84,900 equity shares of Rs. 10/- each.

17. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of
independence as prescribed under the provisions of the Companies Act, 2013 and
Regulations 16(1) (b) and 25 of the Listing Regulations such declarations are annexed
herewith as Annexure-1 to this report.

18. Policy on Directors appointment and Remuneration and other details:

The Company’s policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Corporate
Governance Report, which forms part of Annual Report.

19. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2024,
the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;

b) the Directors 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 your Company as on 31^st March 2024 and of the profit
and loss of the Company for the financial year ended 31 March 2024;

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) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and,

f) Proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.

20. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General
Meetings.

21. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations. The Company has a vigil mechanism to deal with fraud and
mismanagement, if any. The policy is on the website of the Company.

22. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of
Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.

23. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and
standard costing system. Moreover, the management team regularly meets to monitor
goals and results and scrutinizes reasons for deviations in order to take necessary
corrective steps. The Audit Committee which meets at regular intervals also reviews the
internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the
Statutory Auditors and the Audit Committee reviews them regularly.

24. Related Party Transactions:

There are 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.

25. Disclosure about cost audit:

Cost Audit is not applicable for the financial year 2023-24.

26. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014, no remuneration has been paid
to any of the Directors of the Company for the financial year 2023-24.

27. Non-executive directors’ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

28. Industry based disclosures as mandated by the respective laws governing the
company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

29. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013 read with rules made thereunder, your Company has
constituted Internal Complaints Committee which is responsible for redressal of
complaints related to sexual harassment. During the year under review, there were no
Complaints pertaining to sexual harassment.

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy
is available on the website at w[email protected].

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining
to sexual harassment.

30. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers,
vendors, as well as regulatory and governmental authorities. Your Directors also thanks
the employees at all levels, who through their dedication, co-operation, support and
smart work have enabled the company to achieve a moderate growth and is determined
to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other "financial institutions and shareholders of the Company like SEBI, BSE,
NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.

For and on behalf of the Board
Unipro Technologies Limited

Sd/- Sd/-

Place: Hyderabad D. Aparna Reddy D. V. Ramana Reddy

Date:13.08.2024 Whole Time Director Managing Director

(DIN: 03298728) (DIN: 02957936)