Uniinfo Telecom Services Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your directors have pleasure in presenting the 14th Annual Report of your Company (‘the company’ or ‘UTSL’) along with the Audited Standalone and Consolidated Financial Statements, for the Financial Year ended 31st March, 2024. The performance of the company has been referred to wherever required.

FINANCIALS HIGHLIGHTS

( Rs. In Lakhs)

Particulars	Standalone		Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31st March 2024	31st March 2023	31st March 2024	31st March 2023
Total Revenue	5008.77	3458.15	5007.38	3594.00
Total Expenses	4942.68	3450.80	4956.91	3517.38
Profit /(Loss) before exceptional items and Tax	66.09	7.35	50.47	76.62
Exceptional ltems	(163.63)	0.00	0.00	0.00
Profit /(Loss) before Tax	(97.54)	7.35	50.47	76.62
Less:
1. Current Tax	-	-	-	-
2. Deferred Tax	(03.74)	15.79	(3.74)	15.79
Profit or Loss After Tax	(93.80)	(8.44)	54.21	60.83
Other Comprehensive Income	23.01	22.26	20.28	29.39
Profit for the period	(70.79)	13.83	74.50	90.22
Earning Per Equity Share (EPS)
(1) Basic	(0.88)	(0.08)	0.51	0.57
(2) Diluted	(0.88)	(0.08)	0.51	0.57

COMPANY’S PERFORMANCE

• Standalone Performance highlights

The total revenue for the year ended March 31, 2024, was Rs. 5008.77 Lakhs, compared to Rs. 3458.15 Lakhs for the previous year. The company incurred a loss of Rs. 70.79 Lakhs. The Earnings per Share (EPS) for the financial year 2023-24 was Rs. (0.88).

• Consolidated Performance highlights

During the financial year under review, on a consolidated basis, the total revenue was Rs. 5007.38 Lakhs for the year ended March 31, 2024, compared to Rs. 3594.00 Lakhs for the previous year. The company reported a profit of Rs. 74.50 Lakhs. The Earnings per Share (EPS) for the financial year 2023-24 was Rs. 0.51.

FUTURE PROSPECTS

Telecom has been globally recognized as backbone of all present and future advancements. As the Company deals in Telecom support services, the system integration capabilities which have been built over decade can be easily utilized for geographic expansion as well as expansion in fast growing sectors like E-surveillance and Electric Charging Infrastructure.

DIVIDEND

The Board of Director to conserve the resources of the Company and maintain the liquidity has decided not to be declaring dividend on Equity Shares for the year ended 31st March 2024.

TRANSFER TO RESERVES

There is no mandatory requirement for transfer of the profits to the general reserves, therefore, to provide an open-ended opportunity to utilize the profits towards the Company activities, during the year under review the Board have not considered appropriate to transfer any amount to the general reserves

CHANGE IN CONTROL AND NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of business during the period under review.

DEPOSITORY SYSTEM:

All the equity shares of the Company are in dematerialized form at National Securities Depository Limited and Central Depository Services India Limited.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 10,69,31,200 divided into 10693120 equity shares of Rs. 10/- each. There is no change in Equity Share Capital of the Company during the year.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report, is annexed as “Annexure - I” and gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

ANNUALRETURN

Pursuant to Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, , the Annual Return of the Company for the financial year ended 31st March, 2024 has been uploaded on the website of the Company and the web link of the same https://uni-info.co.in/wp-content/uploads/2024/08/Annual-Return-2023-24.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards followed along with proper explanation relating to material departures, if any;

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 the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) The proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Financial Statements have been prepared on a ‘going concern’ basis;

e) The proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2024

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, and standard operating procedure, authorization and approval procedures. The internal financial control of the Company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

INTERNALAUDITORS

Internal Audit for the financial year 2023-24 was conducted by M/s Rawka Agrawal & Co., Chartered Accountants. The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

The Company has re-appointed M/s Rawka Agrawal & Co., Chartered Accountants, Indore in the Board Meeting held on 26th May, 2023 for financial year 2023-24. The purpose of this Internal Audit is to examine that the process and procedures followed and the operations carried out by the company meet with the requirements prescribed by SEBI, Stock Exchange and Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSON

As on March 31,2024, the Company has six Directors with an optimum combination of Executive and Non-Executive Directors including one women director.

In compliance with the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel as on March 31,2024 are as follows:

S. No.	Key Managerial Person Name	DIN/PAN	Designation
1.	Mr. Kishore Kumar Bhuradia	03257728	Chairman & Managing Director
2.	Mr. Pranay Kumar Parwal	03257731	Whole time Director
3.	Mr. Anil Kumar Jain	00370633	Whole time Director
4.	Mr. Prakash Chandra Chhajed	08037849	Non-Executive Independent Director
5.	Mrs. Sudha Rathi	00353472	Non-Executive Independent Director
6.	Mr. Manish Sharma	10259255	Non-Executive Independent Director
7.	Mr Brijesh Kumar Shrivastava	-	Chief Financial Officer
8.	Mr. Sandeep Patel	-	Company Secretary & Compliance Officer

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL - Board of Directors

The Change in Directors of the Company are as follow

S. No.	Name	Designation	Appointment/Cessation	Effective Date
1.	Pramod Deogirikar	Non-Executive Independent Director	Cessation	11th August, 2023
2.	Manish Sharma	Non-Executive Independent Director	Appointment	12th August, 2023

- Key Managerial Personnel

The Change in Key managerial personal of the Company are as follow

S. No.	Name	Designation	Appointment/Cessation	Effective Date
1.	Astha Jain	Company Secretary & Compliance Officer	Cessation	26th May, 2023
2.	Sandeep Patel	Company Secretary & Compliance Officer	Appointment	27th May, 2023
3.	Mr. Anil Kumar Jain	Chief Financial Officer	Cessation	04th September, 2023
4.	Mr Brijesh Kumar Shrivastava	Chief Financial Officer	Appointment	05th September, 2023

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Pranay Kumar Parwal (Whole time Director) (DIN: 03257731) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. Mr. Pranay Kumar Parwal is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2023-24. All the Independent Directors have also registered themselves with Independent Directors’ Databank.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors. Further as per the provisions of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business:

The Board met 06 (Six) Meetings of the Board were held on the following dates during the financial year 2023-24:

1. Friday, 26th May, 2023;

2. Friday, 11th August,, 2023;

3. Monday, 4th September, 2023;

4. Thursday, 9th November, 2023;

5. Wednesday, 6th December, 2023

6. Wednesday, 14th February, 2024.

Details of such meetings are provided in the Corporate Governance Report, which forms part of this report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on Novermber 9, 2023. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

MATERIAL CHANGES Material Changes and Commitments:

There has been no material changes and commitments affecting the financial position of the Company between the financial year ended on 31st March, 2024 and date of this report. There has been no change in the nature of business of the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators / Courts / Tribunals, which would impact the going concern status of the Company and its future operation.

NOMINATION AND REMUNERATION POLICY

The Company has a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and for determination of their remuneration. The salient features of Nomination & Remuneration Policy are stated in the Corporate Governance Report. In addition, the Chairman was also evaluated on the key aspects of his role. The Nomination & Remuneration Policy duly approved by the Board has been posted on the Company’s website https://uni-info.co.in/wp-content/uploads/2017/11/Nomination-Remuneration-Policy-1.pdf

BOARD COMMITTEE

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee and;

4. Corporate Social Responsibility (CSR) Committee

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of Annual Report. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 2 wholly owned subsidiaries as on 31st March, 2024. There are no associates or joint venture companies with the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

The Board of Directors during the year taken the following decision regarding our subsidiaries, Uni Info Telecom Services (Private) Limited in Sri Lanka, Uniinfo Technologies QFZ LLC in Qatar, and Uniinfo Telecom Services (Thailand) Limited in Thailand.

1. Closure of Uni Info Telecom Services (Private) Limited in Sri Lanka and Uniinfo Technologies QFZ LLC at their meeting held on 04th September, 2023, approved the closure of Uni Info Telecom Services (Private) Limited in Sri Lanka and Uniinfo Technologies QFZ LLC in Qatar. Despite initial plans, no business operations were initiated in these subsidiaries. The closure processes for both entities are currently underway.

2. Voluntary Liquidation of Uniinfo Telecom Services (Thailand) Limited: Following further evaluation, the Board decided to proceed with the voluntary liquidation of Uniinfo Telecom Services (Thailand) Limited, a wholly owned subsidiary of our company in Thailand. The resolution for this was passed at the meeting held on 06th December, 2024. We are pleased to report that the voluntary liquidation process was successfully completed on 9th February, 2024. We have received Certificate No. 10091220118396 from the Office of Partnerships and Companies in Thailand confirming the completion of the liquidation.

The Board of Directors in their meeting held on 06th December, 2023 have approved the write-off of the Overseas Direct Investment (ODI) of Rs. 47.24 Lakhs in equity capital, Rs 110.69 Lakhs in loan and Rs. 5.70 Lakhs in Interest accounts pertaining to UniInfo Telecom Services (Thailand) Limited for liquidation and form AOC-1 for UniInfo Telecom Services (Thailand) Limited is not required.

These decisions reflect our commitment to optimizing our operational structure and focusing on ventures that align closely with our strategic goals. We believe that these actions will streamline our operations and enhance shareholder value in the long term.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements, are available on the website of the Company www.uni-info.co.in

Further, Pursuant to the provisions of Section 129 of the Companies Act, 2013, a statement containing the salient features of financial statements of the Company’s subsidiaries in Form AOC-1 is attached as “Annexure - II” and forms part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2023-24 and 2024-25 to National Stock Exchange of India Ltd. according to the prescribed norms & regulations.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report, is annexed herewith as “Annexure - III”.

CODE FOR PROHIBITION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company at the URL: https://uni-info.co.in/wp-content/uploads/2017/11/Code-of-Conduct-for-Prevention-of-Insider-T rading.pdf

The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

PARTICULARS OF LOANS, GUARANTEES OR AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Notes of the Financial Statement).

DISCLOSURE REQUIREMENTS

- As per the Provisions of the SEBI (LODR) Regulation, 2015, the corporate governance report with auditor’s certificate thereon and management discussion and analysis are attached, which form part of this report.

- Details of the familiarization programme of the independent directors are available on the website of the Company https://uni-info.co.in

- The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the company’s website https://uni-info.co.in/wp-content/uploads/2017/11/Vigil-Mechanism.pdf.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, AND REDRESSAL) ACT, 2013

UTSL is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. The Company has also constituted an Internal Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Prevention of the Sexual Harassment Policy is available on the company’s website https://uni-info.co.in/wp-content/uploads/2017/11/Prevention-of-Sexual-Harassment.pdf.

Internal Complaint Committee comprises of the following:

1. Mrs. Swati Deo Presiding Officer

2. Ms. Ragini Sen Member

3. Mrs. Sudha Rathi Member

4. Mr. Rajesh Sahani Member

5. Mr. Anil Mundra Member

Statement showing the number of complaints filed and the number of complaints pending as on the end of the financial year is shown as under:-

Category	No. of complaints	No. of complaints filed	No. of complaints pending
	pending at the beginning of	during the F.Y. 2023-24	as at the end of F.Y. 2023-24
	F.Y. 2023-24
Sexual Harassment	Nil	Nil	Nil

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions that were entered on an arm’s length basis and in the ordinary course of business, there are no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. Since, there are no material related party transactions in the company. Therefore, the company is not required to attach Form AOC-2 with this report.

The Policy on Related Party Transactions is approved by the Board is available at the web link: https://uni-info.co.in/wp-content/uploads/2021/07/AmendedPolicvonRelatedPartvTransaction.pdf

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.

CODE OF CONDUCT

In compliance with Regulation 26(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013 the Company has framed and adopted a Code of Conduct (the “Code”). The Code is applicable to the Members of the Board, the Senior Management, Officers and Employees of the Company.

All the Members of the Board, the Senior Management, Officers and Employees have affirmed compliance to the Code as on 31st March, 2024. Declaration to this effect, signed by Managing Director cum CEO, forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company''s Corporate Governance Practices are a reflection of the value system encompassing culture, Policies and relationships with its stakeholders. Integrity and transparency are a key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this Annual Report.

Pursuant to the migration of Uniinfo Telecom Services Limited the Company presents its report on Corporate Governance, in accordance with the Regulation 34 of the SEBI (LODR) Regulations, 2015, ensuring that we follow the corporate governance guidelines and diligently follow best corporate practices.

The particulars of disclosures on the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, required under Section C of Schedule V of SEBI (LODR) Regulations, 2015 is annexed herewith as “Annexure - IV” to this Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee under the Chairmanship of Mrs. Sudha Rathi, Independent Director ofthe Company, in order to conduct and review Corporate Social Responsibility activities in a prudent manner.

During the year 2022-23 the Company has earned a profit (Profit before Tax) of Rs. 7.35 Lakhs which is less that the limit prescribed under Section 135 of the Companies Act, 2013, therefore the applicability of CSR does not arise to the Company in the Year 2023-24.

Policy may be accessed on the Company''s website at the link: https://uni-info.co.in/wp-content/uploads/2017/11/CSR-policy -UTSL.pdf

AUDITORS AND AUDIT REPORT

M/s A B M S & Associates, Indore (M.P.), be and is hereby appointed as Statutory Auditors in Extra Ordinary General Meeting which was held on 01st March, 2021, and is re-appointed as Statutory Auditor of the Company for a period of 5 (Five) consecutive years from the conclusion of 11th Annual General Meeting (29th September, 2021) till the conclusion 16th Annual General Meeting of the Company.

The Auditor’s Report for the financial year 2023-24 does not contain any material qualification, reservation or adverse remark. The Auditor’s report is annexed with financial statements in this annual report for your kind perusal and information.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Board has appointed CS Manish Maheshwari, Proprietor of M. Maheshwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as “Annexure - V” in ‘Form No. MR-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Board’s Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure - VI” to this Report.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and have been outlined in Corporate Governance Report which forms part of this Annual Report. The policy provides for adequate safeguards against victimisation of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy may be accessed on the Company''s website at the link: https://uni-info.co.in/wp-content/uploads/2017/11/Vigil-Mechanism.pdf.

FOREIGN EXCHANGE EARNINGS AND OUTGO Activity in foreign currency -

Particulars	2023-24	2022-23
The Foreign Exchange earned in terms of actual inflows during the year;	0.00	5.38
And the Foreign Exchange outgo during the year in terms of actual outflows.	0.00	5.95

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Policy on Risk Management may be accessed on the Company''s website at the link: https://uni-info.co.in/wp-content/uploads/2017/11/Policy-on-Risk.pdf.

GENERAL

Your directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b) Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) There have been no material changes and commitments affecting the financial position of the Company which have occurred

between financial year ended on 31st March, 2023, to which the financial statements relate and the date of this report.

e) The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;

f) There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

g) There are no voting rights exercised by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

GREEN INITIATIVES

Electronic copies of the Annual report for the year 2024 and the Notice of the 13th Annual General Meeting are sent only to Members whose email addresses are registered with the Company/ depository participant(s). To support the “Green Initiative”, Members who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

ACKNOWLEDGEMENT

The Board of Directors acknowledges the gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs, Auditors, Advisors and Consultants other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central -State - Local Government and other regulatory Authorities, Bankers, Financial Institutions, Business Associates and Shareholders and Members. The Directors also record their appreciation of the dedication of all the employees at all level for their support and commitment to ensure that the Company continues to grow.

for and on behalf of the Board of Directors

Date: 03.09.2024 Place: Indore

Kishore Kumar Bhuradia DIN:03257728 Managing Director

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 8^thAnnual Report of your Company (‘the company’ or ‘UTSL’) along with the audited financial statements, for the financial year ended March, 312018. The performance of the company has been referred to wherever required.

Results of our operations (In Rs.)

Particulars	2017-2018	2016-2017
Total Revenue	360,785,553	278,766,010
Total Expenses	308,416,416	260,857,769
Profit or Loss before Tax	53,834,279	18,097,630
Less:
1. Current Tax	16,650,000	6,367,254
2. Deferred Tax	(1,615,440)	(303,849)
… 3. Earlier Year Tax	24,904	(114,375)
4. CSR	-	-
Profit or Loss After Tax	38,774,815	12,148,599
Earning Per Equity Share (EPS)
(1) Basic	5.43	1.78
(2) Diluted	5.43	1.78

Company’s Performance

Total revenue from operations at Rs. 36.07 crores for the year ended 31^stMarch, 2018, as against Rs. 27.87 crores for the corresponding previous period, increase is mainly on account of increase revenues from new projects.

Dividend

The Board of Director to conserve the resources of the Company and maintain the liquidity has decided not to be declaring dividend on Equity Shares for the year ended 31^st March 2018.

Appointment of the Registrar and Transfer Agent of the company

The Company has appointed the Link Intime India Private Limited for conducting Registrar & Transfer Agent activities.

Management’s Discussion and Analysis Report

Management Discussion and Analysis forms an integral part of this report is annexed as Annexure -1 which gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses.

Report on Corporate Governance

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this report.

Annual Return

The details forming part of the extract of the Annual Return as on 31^st March, 2018 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the Annexure II to this report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 the Company as at March 31,2018 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Internal Financial Controls and Their Adequacy

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Directors and Key Managerial Person

In compliance with the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:-

S.No.	Key Managerial Person Name	DIN/PAN	Designation
1.	Kishore Bhuradia#	03257728	Managing Director
2.	Pranay Kumar Parwal%	03257731	Whole time Director
3.	Anil Kumar Jain%	00370633	Whole time Director
4.	Prakash Chandra Chhajed@	08037849	Non-Executive Independent Director
5.	ShalabhAgrawal@	02098148	Non-Executive Independent Director
6.	SudhaRathi@	00353472	Non-Executive Independent Director
7.	NireshMaheshwariA	ABWPM2515K	Chief Financial Officer
8.	AnchalKabra*	COYPK7958B	Company Secretary
9.	KhushbooMundra$	CKMPM3774R	Company Secretary

During the Year under review, the following changes occurred in the position of Directors/KMPs of the Company:

# Mr. Kishore Bhuradia(DIN: 03257728) was appointed as a Managing Director of the company for the period of 5 years i.e. from 29^th December, 2017 till 28^th December, 2022, in the Board Meeting held on 29^th December 2017.

%Anil Kumar Jain (DIN: 00370633) and Pranay Kumar Parwal (DIN: 03257731) were appointed as Whole time Director for the period of 5 years i.e. from 29^th December, 2017 till 28^th December, 2022, in the Board Meeting held on 29^th December 2017.

@ As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Mr. Prakash Chandra Chhajed, Mr. ShalabhAgrawal and Mrs. Sudha Rathi were appointed as the Additional Directors (Non-Executive Independent Director) of the company with effect from 29^th December, 2017 subject to approval of Shareholders in the Extra Annual General Meeting of the company held which was held on 8^th January 2018 to hold office for the period of 5 years. The Company has received declarations from all the Independent Directors confirming that each of them meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and per SEBI (LODR) Regulations 2015.

^ANireshMaheshwari was appointed as Chief Financial Officer with effect from 17^th January 2018.

*Ms. AnchalKabra had resigned from the post of Company Secretary of the company with effect from 31^st May 2018.

$Ms. KhushbooMundra was appointed as Company Secretary of the company with effect from 18^th June, 2018.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force).

Meetings of the Board of Directors

The following Meetings of the Board of Directors were held during the Financial Year 2017-18:

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1.	28.06.2017	3	3
2.	08.09.2017	3	3
3.	13.10.2017	3	3
4.	15.12.2017	3	3
5.	29.12.2017	3	3
6.	17.01.2018	6	6
7.	25.01.2018	6	6
8.	21.02.2018	6	6
9.	13.03.2018	6	6

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17( 10) of the Listing Regulations and the circular issued by SEBI dated 5^th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board was carried out for the financial year 2017-18.

The following are some of the broad issues that are considered in performance evaluation:

Criteria for evaluation of Board and its Committees:

- Setting up of performance objectives and performance against them

- Board’s contribution to the growth of the Company

- Whether composition of the Board and its Committees is appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Board’s ability to respond to crisis

- Board communication with the management team

- Flow of quality information to the Board

Criteria for evaluation of Independent Directors

1. Demonstrates willingness to devote time and effort to understand the Company and its business

2. Demonstrates knowledge of the sector in which the Company operates

3. Quality and value of their contributions at board meetings

4. Contribution to development of strategy and risk management policy

5. Effective and proactive follow up on their areas of concern

Criteria for evaluation of Non-Independent Directors

1. Knowledge of industry issues and exhibition of diligence in leading the organization

2. Level of attendance at the Board and Committee meetings where he is a member

3. Effectiveness in working with the Board of Directors to achieve the desired results

4. Providing direction and support to the Board regarding its fiduciary obligations and governance role

5. Providing well-balanced information and clear recommendations to the Board as it establishes new policies.

Nomination and Remuneration Policy

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (LODR) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role, is annexed herewith marked as Annexure III to this Report

Board Committee

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

The company does not have Subsidiaries, Joint Ventures And Associate Companies.

Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

Particulars of Loans, Guarantees or and Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No. 13 and 14 of the Financial Statement).

Disclosure Requirements

- As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditor’s certificate thereon and management discussion and analysis are attached, which form part of this report.

- As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

- Details of the familiarization programme of the independent directors are available on the website of the Company (https://uni-info. co. in/wp-content/uploads/2018/01/Familiarization-Programmes.pdf)

- The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the company’s website at (https://uni-info. co. in/wp-content/uploads/2018/01/Vigil-Mechanism.pdf)

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, And Redressal) Act, 2013

UTSL is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. The Company has also constituted an Internal Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

Related Party Transactions

All contracts/arrangements/transactions entered into by the Company during the financial year with the related parties were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large.

All Related Party Transaction are placed before the Audit Committee is obtained on a quarterly/yearly basis for the transactions which are of a foreseen and repetitive nature. The Policy on Related Party Transactions is approved by the Board is available at the web link: (https://uni-info.co.in/wp-content/uploads/2018/01/pdf)

Conservation of Energy, Technology Absorption

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure IV to this Report.

Secretarial Auditor’s Report

The Board has appointed CS Manish Maheswari, Proprietor of M. Maheshwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Auditors and Audit report

M/s A.P.G & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to fill the casual vacancy occurred after resignation of M/s. NPM & Associates on 25^th January 2018, which was approved by the shareholders at the EGM held on 16^th February 2018.

M/s A.P.G & Associates, Chartered Accountants, having Firm Registration No. 119598W, Indore were appointed as Statutory Auditors of your Company at the Extra Ordinary General Meeting held on 16^th February 2018, for a term of one year. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s A.P.G & Associates who have given their consent as per the provisions of section 139(1) to act as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 13^th AGM to be held in the year 2023, subject to approval of Members in Annual General Meeting.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s A.P.G & Associates. Further, M/s A.P.G & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

The Auditor’s Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors report is marked as Annexure XI with financial statements in this annual report for your kind perusal and information.

Corporate Social Responsibility

As per Section 13 5 of the Companies Act, 2013, a company meeting the applicability threshold of CSR needs spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication for hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, working on health of under privileged sections of the society, environment sustainability, disaster relief and rural development projects etc. as per schedule VII of the Companies Act, 2013. Amount spent during the year Rs. NIL, as applicability of provisions arised on 31^st March 2018.

Foreign Exchange Earnings and Outgo

Activity in foreign currency

(In Rs.)

Particulars	2017-18	2016-17
The Foreign Exchange earned in terms of actual inflows during the year;	Nil	Nil
And the Foreign Exchange outgo during the year in terms of actual outflows.	3,43,145	Nil

Risk Management

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

Appreciation

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Kishore Bhuradia

Date: 02.08.2018 DIN:03257728

Place Indore Managing Director