Unick Fix-A-Form And Printers Ltd Directors Report

To,

The Members

UNICK FIX-A-FORM AND PRINTERS LIMITED

The Directors of the Company feel amiable in presenting 33rd Annual Report of the Company Along with the Audited Statement of Accounts and Auditors Report for the Financial Year ended 31st, March, 2025 .

1.) FINANCIAL PERFORMANCE:

(Amt in Lacs)

Particulars	Current Year (F.Y. 2024-25)	Previous Year (F.Y. 2023-24)
Revenue from operations	5597.87	5581.45
Other Income	17.61	64.28
Total Revenue	5615.48	5645.73
Expenses (Other than finance cost)	5470.55	5607.43
Finance cost	206.56	222.49
Total expenses	5263.99	5384.94
Profit before tax	351.49	260.79
Less : Current tax	77.50	45.32
Deferred tax	12.95	19.88
Profit/Loss after tax	261.04	195.59

2. ) STATE OF COMPANYS AFFAIRS:

There is No change in the Nature of the Business of the Company during the Financial Year. Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under;

Revenue: During the financial year 2024-25, the revenue of the Company has decrease from Rs. 5645.73 lacs to Rs. 5615.48 lacs it shows that the revenue of the Company decreased by 0.53% approx. as compared to previous financial year.

Expenses: In Financial Year ended 31 March, 2025, the expense of the Company is decreased from Rs. 5384.94 lacs to Rs. 5263.99 lacs as compared to the previous financial year ended on 31 March, 2025. And the finance cost of the Company is decreased by Rs. 15.93 Lacs as compared to the previous financial year. Net Profit of the company increased by Rs. 90.70 Lacs as compared to the previous financial year 2023-24.

3. ) DIVIDEND:

Keeping in view the growth prospects of the Company the Board of your company has not recommended any Dividend for the Financial Year 2024-25.

4. ) MATERIAL CHANGES AND COMMITMENTS:

The Company has not undergone any Material Changes during the Financial Year that may affect the Financial Worth of the Company in any way. There are No Significant and Material orders passed by the Regulators, Tribunals or Courts which can have a Significant impact on the status of the Company of being a going concern and Companys Operations in future.

5. ) INTERNAL FINANCIAL CONTROL:

Your Directors state that there are adequate Internal Controls in the Company for ensuring the Smooth working of the Operations and growth of the organization

6. ) MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

As the requirement under SEBI (LODR), 2015 the Management is required to prepare MDAR , for that reason it has been annexed as Annexure V forming part of this Report.

7. ) REPORT ON CORPORAE GOVERNANCE:

Your Company has not been involved in any unethical Practices and has complied with all the Compliance related requirements. A detailed Report on Corporate Governance is required to be made by the Compliance Officer of the Company as per SEBI (LODR), 2015. The same has been annexed in the Report as Annexure VI.

8. ) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not required to prepare any Consolidated Financial Statement.

9. ) DEPOSITS:

The Company has not accepted any Deposits during the Financial Year 2024-25 which are required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.

10. ) 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, 2025, 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, 2025 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.

11. ) EMPLOYEE STOCK OPTION:

During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.

12. ) AUDITORS AND AUDITORS REPORT:

The Shareholders at their 32nd Annual General Meeting (AGM) held on 30th September, 2024 had approved the appointment of M/s. Ashok P Patel & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 112843W), Statutory Auditors to hold office for the period of five years from the conclusion of 32nd AGM till the conclusion of 37th Annual General Meeting. The Auditors in their Audit report have not made any adverse remark, qualification or reservation

13. ) ANNUAL REPORT:

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company and the web link of the same is http://unickfix-a-form.com/investor-relation/

14. ) CORPORATE SOCIAL RESPONSIBILITY:

As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules, 2014, hence the Company is not required to contribute in CSR.

15. ) DIRECTORS COMPOSITION:

Underneath a table has been provided consisting of the information regarding Directors of your Company.

S. No.	Name	Designation	Executive /Non- Executive
1.	Mr. Bhupen Navnit Vasa	Managing Director	Executive
2.	Mr. Hemen Navnit Vasa	Whole time Director	Executive
3.	Mr. Priyank Hemen Vasa	Whole time Director	Executive
4.	Mrs. Jyotiben Rajeshbhai Solanki	Independent Director	Non Executive
5.	Mr. Kinnar Manishkumar Shah	Independent Director	Non Executive
6.	Ms. Khushi Rajendra Bhatt	Independent Director	Non Executive
7.	Ms. Akansha Sisodiya	Independent Director	Non Executive

16.) MEETINGS OF BOARD:

S. No.	Date of the Meeting	Members Present
1.	30th May, 2024	7
2.	01st July, 2024	7
3.	31st July, 2024	7
4.	21st October,2024	7
5.	31st January, 2025	7

17. ) COMMITTEE OF BOARD OF DIRECTORS:

Pursuant to section 178 and other applicable provisions of the Companies Act,2013 Company had constituted the following Board Committees

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholder relationship committee

4. Independent Director committee

5. Share transfer committee

The composition of all committees has been stated under corporate governance report as an integral part of Annual Report.

18. ) BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as mutually evaluated their performance along with the performance of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Various aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated under this. The performance of the Directors was assessed individually and as a Whole.

19. ) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The particulars as 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 keeping in view the nature of activities undertaken by the company during the year under review.

Information required under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed in Annexure ‘Aand forms part of the report.

20. ) REMUNERATION TO DIRECTORS:

The remuneration paid to Executive, Non-Executive and Independent Directors are disclosed in the extract to the Annual Return in Form MGT-7.

21. ) RISK MANAGEMNT POLICY:

Major concern to your Company is monsoon. Our customer list is still dominated by pesticide majors. A good monsoon means good business for them which translate into large orders for us. The management try to develop the Pharma Clientele which dilute the risk of monsoon. Further that the competitive environment of the business, new technological up gradation, financial and debts market position, credit cycle etc. are the other risks involved, however, the company is forming strategies forehand

22. ) VIGIL MECHANISM:

Company has vigil mechanism in force to deal with instance of fraud and mismanagement, if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also contacted by employees to report any suspected or concerned incident of fraud/ misconduct.

23. ) SECRETERIAL AUDIT:

The board has appointed CS Vishakha Agrawal, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does contain qualification, reservation or adverse remark on formation of Financial Statements and Board will take action against it.

24. ) COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2024-25.

25. ) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

During the period under review, all related party transactions entered were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions as per the provisions of section 188 of the Companies Act, 2013 made by the Company with Promoters, Directors, KMPs or other designated persons or their relatives which may have a potential conflict with the interest of the Company at large. Since, there is no material related party transactions in the company which are not on arms length basis. Therefore, the company is not required to annex Form AOC-2 with this report.

Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the notes to the accounts attached with the financial statement, therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Companys website www.unickfix-a-form.com

26. ) RELATED PARTY TRANSACTION:

Your Company has formulated a policy on materiality of related party transactions and on dealing with Related Party Transactions (RPT Policy). The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. The updated Policy is available on the website of your Company. The Board of Directors of your Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy on related party transactions. All members of the Audit Committee are Independent Non-Executive Directors. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of a repetitive nature and/or entered in the ordinary course of business and are at arms length basis. All Related Party Transactions entered during the year 2024-25 were in Ordinary Course of the Business and at Arms Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-B and form part of this report. Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone financial statements forming part of this Report and Annual Accounts 2024-25.

27. ) DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Unick Fix-a-form & Printers Limited is to provide the healthy environment to 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 is available on companys website:www.unickfix-a-form.com

28. ) DECLARATON BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations. The Board considered and formed an opinion that all the independent directors meet the criteria of independence as required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank.

29).DISCLOUSER REQUIREMENT:

> As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, 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 Company www.unickfix-a-form.com During the year the company has not transferred any amount to General reserve

30. ) REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on companys website: www.unickfix-a-form.com

31. ) CHANGE IN SHARE CAPITAL

During the financial year 2024-25, there was no change in capital structure of the company. The Authorised Capital is ^20,00,00,000 and Paid-up Share Capital was ^ 5,48,50,000. Further that the Company:

(a) Has not allotted any shares with differential rights during the year, hence there is nothing to disclose under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

(b) Has not allotted any sweat equity shares during the year, hence there has not been anything to disclose under provisions of section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rule, 2014.

(c) Has not made any further issue of share capital during the year, hence there has not been anything to disclose under provisions of section 62(1)(b) of the Act read with Rule 12(2) of the Companies (Share Capital and Debenture) Rule, 2014.

32. ) CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.unickfix-a-form.com

33. ) PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-VOTING AT THE AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/ OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for e-voting including remote e-voting. The details regarding e-voting facility are being given with the notice of the Meeting.

34. ) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

35. ) GENERAL:

Your Directors state that during the year under review:

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

(b) There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31stMarch, 2025, to which the financial statements relate and the date of this report.

(c) Your Company has not declared and approved any Corporate Action viz buy back of securities, issuance of bonus shares, right shares of issuance of securities on preferential basis mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines.;

(d) There were no revisions in the Financial Statement and Boards 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 Valuation done at the time of one-time Settlement during the period under review.

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

36.) APPRECIATION:

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

Date : 31.07.2025	By order of the Board of Directors
Place : Changodar	For Unick Fix-A-Form & Printers Ltd
	Sd/-
	Bhupen Navnit Vasa
	(Managing Director)
	(DIN 00150585)