Ultra Wiring Connectivity Systems Ltd Directors Report

To,

The Members,

Ultra Wiring Connectivity System Limited

(Formerly known as Ultra Wiring Connectivity System Private Limited)

Your directors take pleasure in presenting the 19^th Annual Report together with the Audited Accounts for the financial year ended March 31, March 2024.

1. FTNANCTAL RESULTS:

The Financial Statements for the Financial Year ended on March 31, 2024, forming part of the Directors Report, has been prepared in accordance with the Companies Act, 2013 and the rules made thereunder.

The financial performance of the Company for the Financial Year ended on March 31, 2024 is summarised as below:

(Figures in Thousands)

Particulars	2023-24	2022-23
Revenue from Operations	4,19,059.81	4,43,345.00
Other Income	438.23	1,043.67
Total Income	4,19,498.03	4,44,388.67
Expenses
Production Cost	2,60,241.84	2,84,947.07
Changes in inventories of Finished goods, work- in- progress, Stock in Trade	-6,139.63	1,426.43
Employee Benefit Expenses	65,099.17	46,312.78
Finance Cost	4,878.44	4,850.19
Depreciation and Amortization expenses	11,019.86	9,215.77
Other Expenses	56,296.35	67,415.63
Total Expenses	3,91,396.02	4,14,167.87
Net Profit Before Exceptional Items and Tax	28,102.01	30,220.80
Exceptional items		-
Net Profit Before Tax	28,102.01	30,220.80
Tax Expenses	8615.54	7968.65
Profit for the Year	19,486.47	22,252.15

2. COMPANYS PERFORMANCE REVIEW:

The Company operates in the auto components industry and is engaged in production and manufacturing of Couplers, Connectors and allied products Blade Fuse and Wiper-Blades for OEMs and Tier 1 manufacturers. The total revenue from operations for the FY 2023-24 is Rs.

4,194.98 Lacs as against 4,443.45 Lacs in the previous year, which shows small decrease of 5.48%. Profit before tax of the Company has decreased by 7.01% to Rs. 281.02 Lacs as against 302.21 Lacs in the previous year.

The prospective vision of the Company with the evaluation of the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of the Annual Report.

3. DTVTDEND:

Considering the funds requirement for future expansion and to face the existing market challenges, no dividend is proposed to the members for Financial Year 2023-24, as per the Companies (Declaration and Payment of Dividend) Rules, 2014.

4. LTSTTNG:

The Companys shares are listed on the National Stock Exchange Ltd. (NSE) - Emerge and are actively traded. The listing fee for the year 2023-24 has already been paid.

5. HOLDTNG. SUBSIDI ARIES AND ASSOCI ATES:

The Company does not have any holding, subsidiary and associate Company.

6. TRANSFER TO RESERVES-

During the year under review, the Company has transferred Rs. 19486470 to General Reserve for future expansion and to face the existing market challenges.

7. PARTTCULARS OF LOANS. GUARANTEE OR TNVESTMENT UNDER SECTTON 186 OF THE COMPANTES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

SHARE CAPTTAL:

There is no change in the Authorized and paid-up Share Capital of the Company during the period under review.

The Authorized Share Capital of the Company is Rs. 5,50,00,000.00 divided into 55,00,000 Equity Shares of Rs. 10/- each.

The paid-up Equity Share Capital of the Company is Rs. 5,20,35,710.00 divided into 52,03,571 Equity Shares of Rs. 10/- each.

• Tssue of Equity Shares with Differential Rights-:

During the period under review, the Company has not issued any Equity Shares with Differential Rights.

• Issue of Employee Stock Options-:

During the period under review, the Company has not issued any Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

• Issue of Sweat Equity Shares-:

During the period under review, the Company has not issued any sweat equity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

During the year under review-:

(a) Issue of equity Shares with differential rights	: Nil
(b) Issue of sweat equity shares	: Nil
(c) Issue of employee stock options	: Nil
(d) Provision of money by company for purchase of its own shares	: Nil
by employees or by trustees for the benefit of employees	: Nil
(e) Debentures	: Nil

8. OTHER DISCLOSURES UNDER THE COMPANIES ACT. 2013:

i. EXTRACT OF THE ANNUAL RETURN:

In accordance with the Companies Act, 2013, Annual Return in the prescribed format is available at Companys website at https://www.ultrawiring.com.

ii. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

The Board met Six (6) times during the financial year 2023-24 i.e. May 27, 2023, July 08, 2023, August 21, 2023, November 14, 2023, December 29, 2023 and March 23, 2024. The maximum interval between any two meetings did not exceed 120 days.

iii. GENERAL MEETINGS:

During the year under review no Extra Ordinary General Meeting (EGM) was held.

iv. COMMITTEES OF THE BOARD:

The Board had constituted various committees which are as follows:

a. Audit Committee:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

The Role and powers of the committee are as under:

1) Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor

3) and the fixation of audit fees.

4) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

5) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement in the Boards 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.

b. Major accounting entries involving estimates based on the exercise of judgment by management.

c. Significant adjustments made in the financial statements arising out of audit findings.

d. Compliance with listing and other legal requirements relating to financial statements.

e. Disclosure of any related party transactions.

f. Modified opinion(s) in the draft audit report.

6) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

7) 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

8) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.

9) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

10) Scrutiny of inter-corporate loans and investments.

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

12) Evaluation of internal financial controls and risk management systems.

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

14) 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.

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

16) 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.

17) 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.

18) 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.

19) To review the functioning of the Whistle Blower mechanism, in case the same exists.

20) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

21) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

22) To implement Ind AS (Indian Accounting Standards), whenever required.

23) Monitoring the end use of funds raised through public offers and related matters. The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutory auditors.

4. Internal audit reports relating to internal control weaknesses.

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

24) Statement of deviations:

a) Half yearly 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).

POWERS OF THE AUDIT COMMITTEE:

• Investigating any activity within its terms of reference;

• Seeking information from any employee;

• Obtaining outside legal or other professional advice; and

• Securing attendance of outsiders with relevant expertise, if it considers necessary.

b. Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013. The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

1. Redressal of shareholders/investors complaints;

2. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of the Company; and

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013. The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) 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.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

vi. CHANGES TN NATURE OF BUSTNESS:

There has been no change in the nature of business of the Company during the financial year ended March 31, 2024.

vii. RELATED PARTY TRANSACTIONS:

The Company has in place a robust process for approval of related party transactions and on dealing with related parties. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. An omnibus approval is obtained from the Audit Committee, for the related party transactions.

The Board has amended the Policy on Relate Party Transactions as required under the Listing Regulations and in accordance with the recommendations of Institutional Investor Advisory Services (IiAS), which is available on the website of the Company at https://www.ultrawiring.com/pdf/policy-on-materiality-of-related-party-20-12-2021.pdf.

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arms length basis in terms of provisions of the Act. Further, there were no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification have been separately provided in that regard. The details of the related party transactions as per Indian Accounting Standards are set out in Note 31 to the financial statements of the Company.

The Company in terms of regulation 23(9) of the Listing Regulations have disclosed the statement of related party transactions on a consolidated basis for the half year ended on 30^th September 2023 and 31^st March 2024 to the Stock Exchanges.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the members during the year under review.

9. SHIFTING OF REGISTERED OFFTCE OF THE COMPANY

The Company has made an application to the Honble Regional Director Delhi (North Region) for shifting of its registered office from B-78, Nirman Vihar, New Delhi- 110092 to Plot No 287, 287 A & B, Sector 59, HSIIDC Industrial estate, Ballabgarh, Faridabad- 121004. The Honble Regional Director, has passed order dated July 26, 2019 for the confirmation of shifting of registered office from National Capital Territory of Delhi to Haryana. Further the Company has shifted its registered office to the above said place with effect from 26^th August 2019. In this regard the Company has also received the certificate from the Registrar of Companies, NCT of Delhi & Haryana dated 26th July 2019.

10. WHISTLE BLOWER POLTCY/VTGTL MECHANISM/ RTSK MANAGEMENT:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil Mechanism Policy/ Whistle Blower policy.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same. The management has taken all necessary steps to identify the elements of risks, if any. The management has implemented an effective and meaningful system to safeguard the assets of the company. The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. environmental, business, operational, financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential for achieving the goals of the organisation.

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.ultrawiring.com.

11. STATUTORY AUDTTORS THETR REPORT AND NOTES TO FTNANCTAL STATEMENTS AND FRAUD. TF ANY:

In terms of provisions of Section 139 of the Act, M/s Sanmarks & Associates, Chartered

Accountants (Firm Registration No. 003343N) were reappointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on August 23, 2019, to hold office till the conclusion of 19^th AGM of the Company to be held in 2024. The Report given by M/s Sanmarks & Associates, on the financial statements of the Company for the FY 2023-24 is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Therefore, it does not call for any further comments. Also, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with the notes is enclosed with the financial statements. The observations made in the Auditors Report which contains unmodified opinion are self-explanatory and does not contain any qualification/modified opinion.

As the term of M/s Sanmarks & Associates as the Statutory Auditors of the Company expires at the conclusion of 19^th AGM, the Board of Directors of the Company at their meeting held on August 28, 2024, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s Kishore & Kishore, Chartered Accountants, Lucknow (FRN 000291 N) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 19^th AGM till the conclusion of the 24^th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s Kishore & Kishore, Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 19^th AGM of the Company.

The Company has received the written consent and a certificate that M/s Kishore & Kishore, Chartered Accountants satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. M/s Kishore & Kishore, Chartered Accountants is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It was established in the year 1964. It has its head office at Aligarh, Lucknow apart from many other branch offices in various cities in India.

With an experience of more than 50 years, firm is providing varied range of professional services to its clients through its own offices at New Delhi, Lucknow, Bangalore & Mathura in the field of Statutory Audit for banks, insurance companies, Taxation, Tax Audit, Information and Cyber Security Assurance audit, ISO Standard Audit, Management Audit, Internal Audit, Concurrent Audit, Investigation, Inspection & Special audit, Counselling in Corporate and other laws, Establishing systems for accounts and finance, preparing Manuals, Review of Operational, Financial Accounting and Internal Control, Systems, Policies, etc., Goods & Service-Tax (GST), IFRS, Due Diligence, Forensic etc.

Note: The provisions of ratification of appointment of auditors have been omitted.

12. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed M/s Abhishek J & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for the period 2023-24.

The Secretarial Audit Report for the FY 2023-24 is self-explanatory and does not call for any further comments. The Secretarial Audit Report for the FY 2023-24 is attached to this report as "Annexure A".

13. DISCLOSURE OF SECRETARIAL STANDARDS:

During the Financial Year 2023-24, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

14. UPDATES ON BOARD OF DTRECTORS/KEY MANAGERIAL PERSONNEL (KMP):

a) PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been carried out by the Board of its own performance, of its committees and Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

b) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board of Directors and Key Managerial Personnel are as follow.

Sr. No Name of the Director and other	Designation
1 Mr. Sanj ay Mathur	Managing Director
2 Mrs. Archana Mathur	Director
3 Mr. Aditya Mathur	Independent Director
4 Mr. Rajinder Kumar Ahuja	Independent Director
5 Mr. Prabhat Bhatia	Chief Financial Officer
6 Mrs. Sarita Chaurasia	Company Secretary & Compliance Officer

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THE YEAR-

Retirement of director by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Archna Mathur,

(DIN: 00285041), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offered herself for re-appointment. Accordingly, the proposal for her re- appointment has been included in the notice convening the Annual General Meeting of the Company.

Appointment of Mr. Sanjay Mathur as Managing Director

The appointment of Mr. Sanjay Mathur (DIN-00285032) as Managing Director of the Company with effect from August 28, 2024 for a consecutive term of five years has been proposed in the ensuing AGM of the Company. Mr. Sanjay Mathur, aged 60 years owns more than 37+ years of experience in the field of engineering as well as administration. He has done his graduation in mechanical engineering. His qualification showcases his dedication to acquiring a profound understanding of technical and strategic business practices

Mr. Mathur extensive experience serves as a reservoir of expertise and insight. His hands-on involvement in various aspects of the business decisions has provided him with a deep appreciation for the nuances that drive success in this competitive landscape. With a keen eye for strategic opportunities and operational efficiencies, he has contributed significantly to the Companys growth trajectory.

As per the resolution item No. 2 and 4 respectively of the notice of 19^th Annual General Meeting of the company, brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the notice of the ensuing Annual General Meeting.

c) CODE OF CONDUCT:

The Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The confirmation of compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance for the year under review. The code of conduct for Directors and Senior Managerial Personnel is also placed on the website of the Company viz. www.ultrawiring.com.

d) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry. The Policy on Familiarization Program adopted by the Board of director and details of the same are available on the Companys website under the Investors Relations section of the website at www.ultrawiring.com.

15. MANAGEMENT DTSCUSSTON AND ANALYSTS REPORT:

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report marked as "Annexure-B".

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

17. DEPOSITS:

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company as the Company does not fall under the prescribed criteria.

19. CORPORATE GOVERNANCE:

The provisions of the Corporate Governance regulations shall not be applicable to the Company, since according to the provisions of Regulation 15(2)(b) of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. "The listed entity which has listed its specified securities on the SME Exchange are not liable to file the Corporate Governance Report under regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015".

20. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal 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.

21. STGNTFTCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS TMPACTTNG THE GOTNG CONCERN STATUS AND COMPANYS OPERATIONS TN FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

22. DTSCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHTBTTTON& REDRESSAL) ACT. 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been duly constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2023-24, no complaints were received by the Company related to sexual harassment.

23. CODE OF CONDUCT FOR THE PREVENTTON OF TNSTDER TRADTNG

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. The code requires 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 Un-Published Price Sensitive Information (UPPSI) in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

The Code of fair disclosure of unpublished price sensitive information is available on the Companys website under the Investors Relations section at www.ultrawiring.com.

24. PARTTCULARS OF EMPLOYEE:

The Company has no employee who is in receipt of remuneration of Rs.8,50,000/-per month or Rs.1,02,00,000/- per annum.

Information in accordance with the provisions of Section-134 (3) (q) and Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as "Annexure C"

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNTNGS AND OUTGO:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Particulars required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of Foreign exchange earnings and outgo are as follows (in Rs)

Particulars	2023-24
Foreign Exchange Earned	48,000
Foreign Exchange used for Import Purchase and Capital Goods	5960215.86

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors confirm: -

1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

2. That we 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, 2024 and of the losses of the Company for the period ended March 31, 2024;

3. That we have taken proper and sufficient care 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 frauds and other irregularities;

4. That we have prepared the Annual Accounts on a going concern basis;

5. That we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

6. That we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS:

Your Directors hereby express their appreciation for the cooperation and assistance received from stakeholders, banks, valued clients and business associates. Your directors also wish to place on record their deep sense of appreciation for the diligent support and efforts of the employees at all levels towards the operations and growth of the Company.

FOR ULTRA WIRING CONNECTIVITY SYSTEM LIMITED

Sd/-

Sanjay Mathur

Chairman & Managing Director

(DIN 00285032)

Date: August 28, 2024

Place: Faridabad