Uniinfo Telecom Services Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 13th 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, 2023. The performance of the company has been referred to wherever required.

FINANCIALS HIGHLIGHTS

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Total Revenue	3458.15	3990.39	3594.00	4165.70
Total Expenses	3450.80	4278.36	3517.38	4590.89
Profit or Loss before Tax	7.35	(287.97)	76.62	(425.20)
Less:
1. Current Tax	-	-	-	-
2. Deferred Tax	15.79	(140.44)	15.79	(140.44)
3.Short/(Excess)Provisions for earlier years		-		-
4. CSR	-	-	-	-
Profit or Loss After Tax	(8.44)	(147.53)	60.83	(284.76)
Other Comprehensive Income	22.26	20.71	29.39	20.71
Profit for the period	13.83	(126.83)	90.22	(264.05)
Earning Per Equity Share (EPS)
(1) Basic	(0.08)	(1.38)	0.57	(2.66)
(2) Diluted	(0.08)	(1.38)	0.57	(2.66)

COMPANYS PERFORMANCE

• Standalone Performance highlights

•The total revenue was registered at Rs. 3458.15 Lakhs for the year ended 31st March, 2023, as against Rs. 3990.39 Lakhs for the corresponding previous year. The Company has incurred loss of Rs. 8.44 Lakhs. The Earning per Share ("EPS") was at Rs. (0.08) for the financial year 2022-23.

• Consolidated Performance highlights

During the financial year under review, on a consolidated basis, the total revenue was Rs. 3594.00 Lakhs for the year ended 31st March, 2023 as against Rs. 4165.70 Lakhs in previous financial year. During the financial year the Company has incurred the profit of Rs. 60.83 Lakhs. The Earning per Share ("EPS") is Rs. 0.57.

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 stations.

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 2023.

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, 2023 is 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.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2022-23, 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 Companys operations during the year.

ANNUAL RETURN

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, 2023 has been uploaded on the website of the Company and the web link of the same https://uni-info.co.in/wp- content/uploads/2021/07/Annual-Return-2022-23.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)? 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, 2023, 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, 2023 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:-

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

The Company has adequate financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, 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.

INTERNAL AUDITORS

Internal Audit for the financial year 2022-23 was conducted by M/s Rawka Agrawal & Co., Chartered Accountants, Indore. 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 30th May, 2022. 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

The Members at the 12th Annual General Meeting of the Company held on 29th September, 2022, pursuant to the provisions of section 152 approved the appointment of Mr. Anil Kumar Jain (DIN: 00370633), Whole-Time Director, who was liable to retire by rotation and being eligible offered himself for reappointment.

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 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. Pramod Deogirikar (Ceased w.e.f. 11th August, 2023)	00064665	Non-Executive Independent Director
7.	Mr. Manish Sharma (Appointed w.e.f.12th August, 2023	10259255	Non-Executive Independent Additional Director
8.	Mr. Anil Kumar Jain	00370633	Chief Financial Officer
9.	Mrs. Astha Jain (Ceased w.e.f. 26-05-2023)	-	Company Secretary & Compliance Officer
10.	Mr. Sandeep Patel (Appointed w.e.f. 27-05-2023)	-	Company Secretary & Compliance Officer

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL - Board ofDirectors

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 Additional 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

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. Kishore Kumar Bhuradia (Chairman & Managing Director) (DIN: 03257728) is liable to retire by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting. Mr. Kishore Kumar Bhuradia 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 2022-23. 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 Five (Five) Meetings of the Board were held on the following dates during the financial year 2022-23:

1. Monday, 30th May, 2022;

2. Friday, 12th August,, 2022;

3. Monday, 05th September, 2022;

4. Monday, 14th November, 2022;

5. Tuesday, 14th February, 2023;

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

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board, Managing Director and Executive Director Some of the performance indicators, based on which the Directors are evaluated, include:

i. The ability to contribute to and monitor the corporate governance practices.

ii. The ability to contribute by introducing best practices to address business challenges and risks.

iii. Active participation in long-term strategic planning iv. Commitment to the fulfillment of a directors obligations and fiduciary responsibilities, these include participation in Board and committee meetings.

The Performance Evaluation of the Board, the Committees and each individual Director was carried out through a feedback mechanism sought by way of questionnaire covering the Boards functioning composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on responses received from the Directors. The details of the process of performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

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, 2023 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 Companys website https://uni-info.co.in/wp-content/uploads/2021/07/Nomination-Remuneration-Policy.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 3 wholly owned subsidiaries as on 31st March, 2023. There are no associates or joint venture companies with the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The Company has incorporated its three Subsidiaries - Uniinfo Telecom Services (Thailand) Limited on 09.01.2019, Uni Info Telecom Services (Private) Limited on 17.08.2020 &Uniinfo Technologies QFZ LLC on 16.09.2021.

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 Companys subsidiaries in Form AOC-1 is attached as "Annexure - II" and forms part of this report.

AUDIT COMMITTEE

Your Company, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has formed the Audit Committee under the Chairmanship of Mr. Prakash Chandra Chhajed. The composition of Audit Committee has been stated under Corporate Governance Report and forms an integral part of report.

All recommendations made by the Audit Committee were accepted by the Board. The role of the Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws. All possible measures are taken by the Committee to ensure the objectivity and independence of Independent Auditors.

LISTING & DEPOSITORY FEE

The Company has paid Annual Listing Fee for the financial year 2022-23 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/Fair-Disclosure-Policy.pdf.

The Code requires Trading Plan, pre-clearance for dealing in the Companys 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 auditors 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 Companyhttps://uni- info.co.in/wp-content/uploads/2021/07/Familiarization-Programme.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 companys 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 companys 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. SudhaRathi Chairperson

2. Mrs. Astha Jain Secretary (up to 26.05.2023)

3. Mr. Kishore Kumar Bhuradia Member

4. Mr. Pranay Kumar Parwal 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 pending at the beginning of F.Y. 2022-23	No. of complaints filed during the F.Y. 2022-23	No. of complaints pending as at the end of F.Y. 2022-23
Sexual Harassment	Nil	Nil	Nil

RELATED PARTY TRANSACTIONS

During the period under review, all related party transactions that were entered on an arms 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/AmendedPolicyonRelatedPartyTransaction.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, 2022. Declaration to this effect, signed by Managing Director cum CEO, forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Companys 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 Boards Report.

CORPORATE SOCIAL RESPONSIBILITY

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

During the year 2021-22 the Company has earned a Loss (Profit before Tax) of Rs. (126.83 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 2022-23.

Policy may be accessed on the Companys 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 Auditors Report for the financial year 2022-23 does not contain any material qualification, reservation or adverse remark. The Auditors 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 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 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 Boards 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 Companys 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 -

(In Rs.)

Particulars	2022-23	2021-22
The Foreign Exchange earned in terms of actual inflows during the year;	5.38	21.04
And the Foreign Exchange outgo during the year in terms of actual outflows.	5.95	12.36

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 Companys website at the link: https://uni- info.co.in/wp-content/uploads/2017/11/Policy-on-Risk.pdf.

HUMAN RESOURCE

The management believes that competent and committed human resources are vitally important to attain success in the organization. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skillsets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

UTSL believes People are its biggest asset and human resource development is the key to organizational growth. With the keywords ‘communication and collaboration, the Company encourages individual employees to share their knowledge, experience, findings and problem awareness through various means to build energetic worksites where every member can work on tackling problems.

UTSL HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of- the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry. Some of the practices, programs, and welfare measures that were put in place to demonstrate care and empathy towards employees are listed below: -

1. Awareness Sessions: Considering that there was general panic and fear among the employees, your Company made it a point to have awareness sessions on COVID-19 and steps taken by the organization. In Companies, the supervisors organized small group interactions continuously to drive the message of safe social distancing, usage of masks and need for self-isolation in case of any COVID symptoms.

2. Employee & Family Connect: Your Company always believes that success of employees is in major part dependent on the support system provided by the family members at home and made it a point to engage family members in events through online talent shows and singing competitions.

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 2023 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: 04.09.2023
Place: Indore	Kishore Kumar Bhuradia
	Chairman & Managing Director
	DIN: 03257728