Unicommerce eSolutions Ltd Directors Report

To the Members of

Unicommerce eSolutions Limited

We, Board of Directors of Unicommerce eSolutions Limited (hereinafter referred to as "your Company/Company"), present the 14^th Annual Report of your Company together with audited financial statements for the financial year ("F.Y.") ended on March 31, 2025. This being the first report following the Initial Public Offering (IPO) and listing on the Stock Exchanges, the Board extends a warm welcome to all our public shareholders and look forward to your ongoing trust and support.

1. FINANCIAL PERFORMANCE - An Overview

Your Companys financial performance during the financial year ended March 31, 2025 as compared to the previous financial year, is summarized below: (H million)

	Consolidated		Standalone
Particulars
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from contract with customers	1,347.90	1,035.81	1,137.06	1,035.81
Other income	54.05	58.53	62.61	58.53
Total income (I)	1,401.95	1,094.34	1,199.67	1,094.34
Total expense (II)	1,160.86	919.55	908.32	919.55
Profit before tax (III= I-II)	241.09	174.79	291.35	174.79
Income tax expense (IV)	64.88	43.62	74.50	43.62
Profit for the year (V= III-IV)	176.21	131.17	216.85	131.17
Other comprehensive income, net of tax (VI)	2.11	2.00	2.34	2.00
Total comprehensive income for the year, net of tax (VII= V+VI)	178.32	133.17	219.19	133.17
Basic earnings per equity share [amount in absolute]	1.60	1.19	1.97	1.19
Diluted earnings per equity share [amount in absolute]	1.58	1.17	1.94	1.17

Your Company has prepared consolidated financial statements w.e.f December 17, 2024 for the first time for the year ended March 31, 2025. As a result, the figures for the financial year ended March 31, 2025 are not directly comparable.

The financial statements of your Company for the fiscal year ended March 31, 2025, have been prepared in accordance with Indian Accounting Standards ("Ind AS"), as prescribed under the Companies Act, 2013 read with the rules framed thereunder ("Act"), along with other accounting principles generally accepted in India. Detailed disclosures are provided in the financial statements appended to this report.

The fiscal year 2024-25 was a landmark period in your Companys journey. Anchored by our mission to simplify e-commerce, we advanced meaningfully across all strategic priorities from expanding our product portfolio and onboarding leading brands to driving AI-led efficiencies and improving our profitability. The year was further distinguished by a successful IPO, a strategic acquisition, and sustained profitable growth, marking important milestones in strengthening our position in the e-commerce enablement space.

The broader e-commerce market witnessed relatively subdued growth during the year. In this environment, your Company remained focused on levers within our control, including adding new clients, enhancing our product offerings, optimising our platforms and operations through AI and maintaining disciplined cost management practices. These efforts not only support our performance in the near term but also reinforce our position. We believe that the long-term growth prospects of the e-commerce industry remain intact and will continue to open meaningful opportunities for us.

During the year, your Company delivered a revenue growth of 30.1% year-on-year, reaching H1,347.90 million compared to H1,035.81 million in the previous year. This performance reflects the strength of our diversified base of more than 7,000 clients as of March 31, 2025, supported by a strong and scalable business model. Profitability improved sharply, with adjusted EBITDA rising 56.3% to H283.90 million, profit before tax increasing by 37.9% to H241.09 million, and profit after tax growing by 34.3% to H176.21 million. These results were enabled by consistent improvements in operational efficiency and disciplined cost management practices.

A key highlight of the year was the acquisition of Shipway Technology Private Limited, adding capabilities in shipping aggregation, logistics automation and marketing automation through the Shipway and Convertway platforms. Together with Uniware, this positions us as a comprehensive SaaS provider across the e-commerce value chain, further aligning with our long-term vision of becoming the one-stop platform for e-commerce automation. Despite the significant investment as a part of the acquisition, we closed the year with a robust cash balance of H353.05 million, providing financial strength and flexibility for future opportunities. With strong fundamentals, a large and growing client base, and a growing portfolio of e-commerce automation SaaS solutions, your Company remains well-positioned to capture growth opportunities, reinforce profitability, and create enduring value for stakeholders. Looking ahead, we will continue to combine disciplined execution with innovation-led initiatives, ensuring that our business is future-ready and resilient.

2. INITIAL PUBLIC OFFERING AND LISTING

The financial year 2024-25 was a landmark period for your Company, marked by the successful completion of its IPO and subsequent listing on the BSE Limited and National Stock Exchange of India Limited on August 13, 2024.

The issue received an overwhelming response across all investors. The strong demand across all investor categories, including Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs), reflects the markets confidence in our business model, growth prospects, governance, Board of Directors, Auditors and management team. The successful completion of the IPO marks a significant milestone in the Companys growth journey.

The Board places on record its sincere appreciation for the support and trust reposed by investors, and acknowledges the dedicated efforts of the entire team, lead managers, legal advisors, registrars, and all other stakeholders involved in the IPO process.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure – I which includes details on review of operations, performance and future outlook of the Company, forming an integral part of this report.

4. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except for the following:-

a) Your Company acquired 42.76% of the Share Capital of Shipway Technology Private Limited (Shipway), on a fully diluted basis (47.51% on an issued basis) vide Amended and Restated Shareholder(s) Agreement on December 17, 2024. The Company had to acquire the remaining stake in Shipway for a non cash consideration basis either by way of a merger or a share swap. Pursuant to Board meeting dated March 20, 2025, the Board of Directors approved the acquisition of the remaining stake of 57.24% (on fully diluted basis) in Shipway through a share swap arrangement. The shareholders, vide a special resolution passed through postal Ballot on April 19, 2025, have in-principle approved the allotment of 6,033,189 equity shares of the Company for the purpose of acquisition of remaining stake of 57.24% (on fully diluted basis) shareholding of Shipway. The Company obtained the in-principle approvals from the stock exchanges on July 17, 2025 and the Company completed the 100% acquisition of Shipway on August 7, 2025 and allotted the shares of the Company on August 7, 2025. b) Your Company, vide Shareholders resolution dated December 11, 2024, approved the proposal for entitlement of nomination/appointment of majority of Directors on its Board by the Promoter Company - AceVector Limited; entitlement to nominate one non-executive nominee on its Board by B2 Capital Partners, until it has the Minimum Shareholding i.e. the shareholding of not less than 8% (Eight percent) of the Equity Share Capital of your Company ; and entitlement to nominate one non-executive nominee on its Board by SB Investment Holdings (UK) Limited, until it has the Minimum Shareholding i.e. the shareholding of not less than 8% (Eight percent) of the Equity Share Capital of your Company. Furthermore, AceVector Limited shall subject to oversight of the Board and the Shareholders as required under Applicable Law, exercise control over the day to day management and operations of your Company and its right to control the management and policy decisions.

The Policy on Determination of Materiality as approved by the Board is available on the Companys website and can be accessed at https:// unicommerce.com/investor-relations/.

5. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the year under review.

6. DIVIDEND

In order to conserve profits of the current year for the growth initiatives that your Company is pursuing, including ploughing back of profits, prospective Mergers and Acquisitions, expansion of our client base, enhancement of our platform, creating new products and driving growth in international markets, the Board of Directors of your Company, after considering holistically the relevant circumstances and the business plan of your Company, has decided that it would be prudent, not to recommend any dividend for the year under review

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has adopted the Dividend Distribution

Policy of the Company. The said policy is published on the website of the Company and can be accessed at https://infowordpress.s3.ap-south-1.amazonaws. com/wp-content/uploads/2024/09/16131614/ Policy-Dividend-Distribution.pdf

7. TRANSFER TO RESERVES

Keeping in line with the Companys strategy to retain internal accruals for funding growth opportunities, meeting working capital needs, and addressing potential contingencies, the Board has not proposed any transfer of profits to the General Reserve for the year. The entire surplus of profit for the year is carried forward to the Statement of Profit and Loss under "Reserves and Surplus".

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2024-25, the Company was not required to transfer any fund to the Investor Education and Protection Fund.

9. CAPITAL STRUCTURE

Authorised Share Capital: The Authorised Share Capital of your Company as on March 31, 2025 is H15,24,44,000 (Indian Rupees Fifteen Crore Twenty

Four Lakh Forty Four Thousand only) consisting of 15,00,00,000 (Fifteen Crores) equity shares of face value of H1 each and 11,350 (Eleven Thousand Three Hundred Fifty) compulsorily convertible Series A preference shares of face value of H100 each; 13,090 (Thirteen Thousand and Ninety) compulsorily convertible Series B preference shares of face value of H100 each.

Issued, Subscribed and Paid-up Share Capital: The Issued, Subscribed and Paid-Up Share Capital of your Company as on March 31, 2025 is H10,32,63,232

(Indian Rupees Ten Crores Thirty-Two Lakh Sixty-Three Thousand Two Hundred and Thirty-Two only), divided into 10,32,63,232 equity shares of H1 each.

Listing of Equity Shares on the Stock Exchanges:

During the F.Y. 2024-25 , your Company listed its Equity Shares on The BSE Limited and National Stock Exchange of India Limited with effect from August 13, 2024.

Details of the Issues/allotments during the year under review:-

Date of Issue/allotment	Number of Shares Issued/ allotted	Details of Issue/allotment
June 8, 2024	10,240 equity shares	The Board of Directors of your Company vide resolution dated June 8, 2024 approved allotment of 40 Equity shares of H1 each of the Company upon exercise of vested option by its employees under ESOP Scheme, 2019 and 10,200 Equity shares of H1 each of the Company towards Bonus entitlement (in the ratio of 255:1) in terms of authority conferred by the shareholders through a resolution passed on October 27, 2023 at its Extra Ordinary General Meeting.
July 3, 2024	10,47,808 equity shares	The Board of Directors of the Company vide resolution dated July 3, 2024 approved allotment of 4,093 Equity shares of H1 each of the Company upon exercise of vested option by its employees under ESOP Scheme, 2019 and 10,43,715 Equity shares of H1 each of the Company towards Bonus entitlement (in the ratio of 255:1) in terms of authority conferred by the shareholders through a resolution passed on October 27, 2023 at its Extra Ordinary General Meeting.
July 6, 2024	4,24,88,320 equity shares	The Board of Directors of the Company vide resolution dated July 6, 2024 approved allotment of 1,65,970 Equity shares of H1 each of the Company at a premium of H9 per share against conversion of series ‘A & ‘B of compulsorily convertible preference shares and 4,23,22,350 Equity shares of H1 each (in the ratio of 255:1) of the Company towards Bonus entitlement in terms of authority conferred by the shareholders through a resolution passed on October 27, 2023 at its Extra Ordinary General Meeting.
March 20, 2025	8,29,184 equity shares	The Board of Directors of the Company vide resolution dated March 20, 2025 approved allotment of 3239 Equity shares of H1 each of the Company upon exercise of vested option by its employees under ESOP Scheme, 2019 and 825,945 Equity shares of H1 each of the Company towards Bonus entitlement (in the ratio of 255:1) in terms of authority conferred by the shareholders through a resolution passed on October 27, 2023 at its Extra Ordinary General Meeting.

Shares with Differential Voting Rights: Your Company has not issued any shares with differential rights and hence, no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished here in this report.

10. STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered Accountants were appointed as the Statutory Auditors of your Company for the period of 5 (five) consecutive years to hold office from the conclusion of the 9^th Annual General Meeting ("AGM") to the conclusion of the 14^th AGM of your Company on a remuneration to be mutually agreed by the Board of Directors and the Statutory Auditors.

M/s S.R. Batliboi & Associates LLP, Chartered Accountants have issued the Financial Statements and Audit Report for the financial year 2024-25 without any qualifications, reservations or adverse remarks or disclaimer in its report. The report is self-explanatory and therefore, do not call for any further explanation or comments from the Board.

During the year under review, the Auditors has not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3) of the Act.

The Report of the Statutory Auditors along with its Annexures forms a part of this Annual Report. The Auditors Report to the Members for the year under review was issued with an unmodified opinion.

M/sS.R.Batliboi&AssociatesLLP,CharteredAccountants have served as the Statutory Auditors of the Company for a continuous 2 (two) terms of 5 (five) years each and the tenure of the appointment ends as on the conclusion of 14^th (Fourteenth) Annual General Meeting of the Company. Therefore, in accordance with Section 139(2) of the Act read with rules made thereunder, M/s S.R. Batliboi & Associates LLP, cannot be re-appointed as Statutory Auditors of the Company for a further term. The Board of Directors places on record its deep appreciation for the professional services, guidance, and support provided by M/s S.R. Batliboi & Associates LLP, during their association with the Company.

Accordingly, as per the recommendations of the Audit Committee and the Board of Directors at the meetings held on 12^th August, 2025 and 28^th August, 2025 respectively, M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Firm registration no. 012754N/ N500016), having its registered office at Sucheta Bhawan, 11A Vishnu Digambar Marg, New Delhi - 110 001, India, is proposed to be appointed as Statutory Auditors of the

Company, for a period of 5 (five) years, commencing from the conclusion of 14^th (Fourteenth) Annual General meeting till the conclusion of 19^th (Nineteenth) Annual General meeting of the Company. M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under. The Board is confident that the appointment of M/s Price Waterhouse Chartered Accountants LLP will further enhance the Companys audit and governance framework and ensure the continuation of high standards of financial reporting and compliance.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company currently comprises of 6 (six) Non-Executive Directors [including 3 (three) Independent Directors] and 1 (one) Executive Director (Managing Director and Chief Executive Officer), the details of the Board of Directors are given as under:-

Name of the Director	DIN	Designation	Date of Initial appointment	Category
Mr. Manoj Kumar Kohli	00162071	Chairman	December 6, 2023	Independent, Non-Executive, Chairman
Mr. Kasaragod Ullas Kamath	00506681	Independent Director	December 6, 2023	Non-Executive
Ms. Sairee Chahal	00333336	Independent (Woman) Director	December 6, 2023	Non-Executive
Mr. Kapil Makhija	07916109	Managing Director and Chief Executive Officer (KMP)	September 12, 2017	Executive
Mr. Kunal Bahl	01761033	Nominee Director	December 6, 2023	Non Independent and Non- Executive Nominee Director, Nominated by AceVector Limited
Mr. Rohit Kumar Bansal	01884522	Nominee Director	December 6, 2023	Non Independent and Non- Executive, Nominee Director, Nominated by AceVector Limited
Mr. Bharat Venishetti	08317416	Nominee Director	March 18, 2019	Non Independent and Non- Executive, Nominee Director, Nominated by AceVector Limited.

Mr. Kapil Makhija was appointed as the Managing Director and Chief Executive Officer of the Company pursuant to Board and Shareholders resolution, each dated December 19, 2023. However, during the year under review, he was further re-appointed as the Managing Director and Chief Executive Officer of the Company with effect from September 11, 2024 for a period of 5 (five) years upto September 10, 2029 at the Extraordinary General Meeting held on 30^th June, 2024.

In accordance with the Companies Act, 2013 and as noted by the Board of directors of the Company on December 19, 2023 and with reference to Articles of Association of the Company, Mr. Bharat Venishetti (DIN: 08317416) retires by rotation and offer himself for re-appointment, which the Directors consider to be in the best interests of the Company and therefore recommend for the approval of the shareholders at the ensuing Annual General Meeting of the Company.

None of the directors resigned from the Board of Directors of the Company during the F.Y. 2024-25.

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors and representation from the management of the Company, the Board of Directors has confirmed that each of the Independent Directors meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company. Further, none of the Nominee Directors of the Company has had any pecuniary relationship or transactions with the Company.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at https://unicommerce.com/ investor-relations/

Key Managerial Personnel and Senior Management Personnel

During the year under review, following changes took place :-

Mr. Ajinkya Jain (ACS – 33261) had resigned from the post of Company Secretary and Key Managerial

Personnel of the Company from the close of business hours on 6^th December, 2024.

Based on the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board of Directors of the Company approved the appointment of Mr. Anil Kumar (FCS – 8023), Group Company Secretary of AceVector Limited – Holding Company, as the Company Secretary and Key Managerial Personnel of the Company with effect from February 28, 2025.

The Company has complied with the provisions of Regulation 16(1)(d) read with Regulation 30 and all other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue of Capital & Disclosure requirements) Regulations, 2018 in respect of appointment and resignation of Senior Management Personnel of the Company to the Stock Exchanges.

The Policy on Remuneration, Insider Trading, Familiarization Programme For Independent Directors and Diversity of Board of Directors as approved by the Board is available on the Companys website and can be accessed at https:// unicommerce.com/investor-relations/

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

13. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the submission of Business Responsibility and Sustainability Report is not applicable to the Company and hence the same is not attached with this report.

14. CORPORATE SOCIAL RESPONSIBILITY POLICY

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, the Board of Directors of your Company has constituted a Corporate Social Responsibility

(‘CSR) Committee. The composition and terms of reference of the CSR Committee is provided in the Report on Corporate Governance, which forms an integral part of this Annual Report. The CSR activities required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure - II forming part of this report.

CSR Policy of the Company has also been uploaded on the Companys website and may be accessed at https://infowordpress.s3.ap-south-1.amazonaws. com/wp-content/uploads/2024/09/16131222/ Policy-Corporate-Social-Responsibility-CSR.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company invested an amount of H68,40,85,710 (Indian rupees sixty eight crore forty lakh eighty five thousand seven hundred and ten only) for acquisition of 42.76% stake on a fully diluted basis (47.51% on an issued basis) of Shipway Technology Private Limited (‘Shipway) on November 11, 2024. Subsequently, your Company acquired the remaining stake of 57.24% (on fully diluted basis) by way of share swap transaction wherein the Board allotted 60,33,189 equity shares to the shareholders of Shipway pursuant to necessary Board, Shareholders and Stock Exchanges approvals.

The Company has neither advanced any loans nor given guarantees in terms of provisions of Section 186 of the Companies Act, 2013 during the year under review.

16. RELATED PARTY TRANSACTIONS

During the year under review, related party transactions entered into by the Company with related parties as defined under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arms length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large. Further, all the Related Party Transactions (‘RPTs) are placed before the Audit Committee for the review and approval and prior Omnibus Approval was obtained for Related Party Transactions (‘RPT) which were repetitive in nature.

All transactions with related parties are in accordance with the policy on related party transactions formulated by the Company. Form No. AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are "not at arms length basis" and also which are "material and at arms length basis", is provided as Annexure - III to this Report. The Statutory Auditors Report does not indicate any exceptions in respect of compliances in relation to the RPTs during the F.Y. 2024-25. During the F.Y. 2024-25, the Company amended the Policy on Dealing with Related Parties in view of the amendments issued by SEBI and to simplify the process of transaction approval sought from the Audit Committee. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https:// infowordpress.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2024/09/16132125/Policy-Materiality-of-Related-Party-Transactions-and-Dealing-with-Related-Party-Transactions-RPTs.pdf

17. SECRETARIAL AUDITORS AND AUDITORS REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s Naresh Verma & Associates, Company Secretaries, (FCS:5403) was appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit for the F.Y. 2024-25. The Report of the Secretarial Auditor is attached as Annexure - IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The report of the Secretarial Auditor for the financial year ended March 31, 2025 is self-explanatory and therefore, do not call for any further explanation or comments from the Board.

Further, CS Naresh Verma (FCS 5403 and CP No. 4424), sole proprietor of M/s Naresh Verma & Associates (Peer Review Certificate no. 3266/2023) based on the recommendation of the Audit Committee and the Board, are to be appointed as the Secretarial Auditor for a term of five consecutive years, commencing from F.Y. 2025–26 to F.Y. 2029–30 subject to the approval of the shareholders in the forthcoming Annual General Meeting. They have confirmed that their appointment complies with the eligibility criteria in terms of SEBI Listing Regulations. The resolution seeking members approval for their appointment forms part of the Notice convening the ensuing AGM.

18. INTERNAL AUDITORS AND ADEQUACY OF INTERNAL CONTROL SYSTEMS

The Company maintains adequate internal control systems, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures in all areas of its operations. The services of internal and external auditors including but not limited to secretarial auditors, statutory auditors etc., are sought from time to time as well as in-house expertise and resources. The Company believes that it has sound internal control systems commensurate with the nature and size of its business. The Company continuously upgrades these systems in line with best-in-class practices.

These reports and deviations are regularly discussed with the Management and actions are taken, whenever necessary. The Audit Committee of the Board of Directors of the Company, periodically reviews the adequacy of the internal control systems.

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, BDO India LLP bearing LLP registration no. AAB-7880, were appointed as Internal Auditors to undertake internal audit of the Company for F.Y. 2024-25.

The Internal Audit Report does not contain any qualification, reservation, or adverse remarks.

19. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance of the Company for the year under review, is attached as Annexure – V forming an integral part of this report.

Certificate from CS Naresh Verma (FCS 5403 and CP No. 4424), sole proprietor of M/s Naresh Verma & Associates (Peer Review Certificate no. 3266/2023), a Practicing Company Secretary regarding the compliance with the conditions of the Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), is annexed to the Report on Corporate Governance and forms an integral part of this Report.

20. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) and 134(3)(a) of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company in Form MGT-7 for the financial year ended on March 31, 2025 is available on the website of the Company at https://unicommerce.com/investor-relations/

21. MEETINGS OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND SHAREHOLDERS

During the financial year under review, the Board of Directors met 13 (thirteen) times. The details of dates of the above meetings including the attendance of the Directors along with other requisite details are given in the Report of Corporate Governance which forms an integral part of this Report.

22. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review, the particulars of Subsidiary, Joint Ventures and Associate Companies are as under:-

AceVector Limited is the Holding Company and one of the Promoters of your Company. AceVector currently holds 28.42% of the issued and paid up capital of your Company. Despite the current level of shareholding in your Company, AceVector holds your Company in accordance with the requirements of Ind AS 110 – Consolidated Financial Statements and do a line by line consolidation as a subsidiary in the consolidated financial statements of AceVector Limited. This consolidation is based on AceVectors ability and the right to appoint majority of the directors to the board and effective control over the day to day management and operations of your Company. Shipway Technology Private Limited is the material wholly owned subsidiary of your Company in compliance with the provisions of the Companies Act, 2013 and IND AS 110 . In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, Shipway Technology Private Limited, unlisted subsidiary of the Company has been identified as "material subsidiary" for the Financial Year 2024-25.

In terms of the provisions of Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has nominated Mr. Bharat Venishetti, Mr. Prankur Chaturvedi, Mr. Saurabh Kumar Choudhary - its nominee and Ms. Sairee Chahal as an Independent Director on the Board of its material subsidiary – Shipway Technology Private Limited.

During the year under review, the Board has reviewed the affairs of the subsidiary company. The Consolidated Financial Statements of the Company are prepared in accordance with the Companies Act, 2013 read with rules made thereunder and applicable IND AS along with the relevant documents and Auditors Report thereon forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Companies Act, 2013 read with rules made thereunder, the Annual Report of the Company containing therein the audited standalone and consolidated financial statement and the audited financial statements of the subsidiary company have been placed on the website of the Company. The audited financial statements in respect of the subsidiary company shall also be kept open for inspection at the Registered Office/Corporate Office of the Company during working hours for a period of 21 days before the date of ensuing AGM. The aforesaid documents are also available to the members who are interested in obtaining the same upon a request made to the Company.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the financial statements of the subsidiary company in a prescribed format in Form AOC – 1 is annexed as Annexure – VI to this report. The Policy on Determining Material Subsidiaries as approved by the Board is available on the Companys website and can be accessed at https:// infowordpress.s3.ap-south-1.amazonaws.com/ wp-content/uploads/2024/09/16131457/Policy-Determining-Material-Subsidiaries.pdf.

23. VIGIL MECHANISM/WHISTLE BLOWER

The Company has adopted ‘Unicommerce eSolutions Limited –Whistle Blower Policy which outlines the Companys commitment to ensure that all directors and employees are able to raise concerns regarding any serious irregularities or any unfair practice or any event of misconduct of any illegal activity occurring in the company. The same is hosted on the website of the Company at the link https://infowordpress.s3.ap-south-1.amazonaws. com/wp-content/uploads/2024/09/16133230/Policy-Whistle-Blower.pdf

The purpose of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees and third parties wishing to raise a concern about serious irregularities that could have grave impact on the operations and performance of the business of the Company. While this Policy is intended to protect genuine Whistle-blowers from any unfair treatment as a result of their disclosure, misuse of this protection by making frivolous and bogus complaints with mala fide intentions is strictly prohibited. Personnel who make a complaint with mala fide intention and which is subsequently found to be false will be subject to strict disciplinary action.

During the year under review, the status of the concerns or complaints reported, stands as follows:-

No. of concerns or complaints outstanding as on April 1, 2024	:	Nil
No. of concerns or complaints received during the year	:	Nil
No. of concerns or complaints resolved/disposed off, during the year	:	Nil
No. of concerns or complaints outstanding as on March 31, 2025	:	Nil

24. PERFORMANCE EVALUATION OF THE BOARD

In order to ensure that the Board of Directors and the Committees of the Board of Directors are functioning effectively and to comply with the statutory requirements, the annual performance evaluation of the Board of Directors, the Committees of the Board of Directors and Directors individually was conducted during the year. The evaluation, during the year under review, was carried out based on the criterion and framework approved by the Nomination and Remuneration Committee. A detailed disclosure on the parameters and the process of Board evaluation as well as the outcome has been provided in the Report on Corporate Governance.

At a separate meeting of Independent Directors of the Company, the performances of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, considering the views of Executive Directors and Non-Executive Directors.

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel. They are also updated on all business-related issues and new initiatives. Independent Directors are also encouraged to visit the facilities of the Company and engage with Senior Management. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors. Such familiarisation programmes help the Independent Directors to understand the Companys strategy, business model, operations, markets, organisation structure, risk management etc. and such other areas as may arise from time to time. The policy on the familiarisation programmes imparted to the Independent Directors is posted on the website of the Company and may be accessed at https://infowordpress.s3.ap-south-1.amazonaws. com/wp-content/uploads/2024/09/16131908/ P o l i c y - F a m i l i a r i s a t i o n - P r o g r a m m e - f o r -Independent-Directors.pdf

The ‘Policy for evaluation of the performance of the Board of Directors as approved by the Board is available on the Companys website and can be accessed at https://infowordpress. s3.ap-south-1.amazonaws.com/wp-content/ uploads/2024/09/16131746/Policy-Evaluation-of-performance-of-Board-of-Directors.pdf

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNELS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and Senior Management & Key Managerial Personnel Appointment and Remuneration Policy formulated in accordance with Section 178(3) of the Act read with the Regulation 19(4) of the Listing Regulations including but not limited to the details of remuneration to Non-Executive Directors, has been disclosed in the Report on Corporate Governance which forms an integral part of this Annual Report. The ‘Nomination and Remuneration Policy as approved by the Board is available on the Companys website and can be accessed at https://infowordpress. s3.ap-south-1.amazonaws.com/wp-content/ uploads/2024/09/16132356/Policy-Nomination-Remuneration-NRC.pdf

26. RISK MANAGEMENT

The Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.Inordertoachievethekeyobjective,thePolicy establishes a structured and disciplined approach to Risk Management, including the development of the Risk Register, in order to guide decisions on risk evaluation and mitigation related issues.

The Policy on Risk Management as approved by the Board is available on the Companys website and can be accessed at https://infowordpress. s3.ap-south-1.amazonaws.com/wp-content/ u p l o a d s / 2 0 2 4 / 0 9 / 1 6 1 3 2 8 1 5 / P o l i c y - R i s k -ManagementRM.pdf

27. PARTICULARS OF EMPLOYEES

The information pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - VII which forms part of this Report. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 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 as set out in the said rules are provided in this Annual Report.

28. EMPLOYEE STOCK OPTION PLAN

Details of Employee Stock Option Scheme/Plan (‘ESOS, ‘ESOP) in compliance with provisions of section 62(1)(b) read with rule 2(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Employee Stock Purchase for the financial year ended 31^st March, 2025 along with the Disclosures with respect to Employees Stock Option Scheme, 2017 of the Company, pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021, as on 31^st March, 2025, is enclosed herewith as Annexure - VIII forming an integral part of this report.

29. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and conducive working environment for the women employees of the Company and accordingly, the Company has in place formulated a policy on Prevention, prohibition of sexual harassment of women employees at the workplace of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Complaint Committee in accordance Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following are the details of the complaints received under POSH during the year:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as per Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as under:- Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy as far as possible. No additional proposals/investments were made to conserve energy. Since your Company has not carried on any industrial activity, disclosure regarding impact of measures on cost of production of goods, total energy consumption etc. is not applicable.

Technology Absorption, Adaptation and Innovation:

Your Company has not imported technical knowhow. Your Company has not established any separate Research and Development facilities.

Foreign Exchange Earnings/ Outgo: During the period under review, the Foreign Exchange Earnings and Outgo of your Company are as follows:

(Amount in H million)

Foreign Exchange earned	39.00	29.05
Foreign Exchange Outgo	24.65	24.91

31. RECEIPT OF ANY COMMISSION/ REMUNERATION BY THE MANAGING DIRECTOR OF COMPANY FROM ITS HOLDING COMPANY OR SUBSIDIARY COMPANY

The Managing Director of your Company has not received any remuneration or commission from the Holding company or Subsidiary of the Company.

32. STATUTORY DISCLOSURES

During the financial year 2024-25, your Company has complied with the following:-

the Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India (ICSI) on meetings of Board of Directors and General Meetings respectively.

Your Company has not issued any sweat equity shares under the Act.

There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Your Company has complied with the provisions of The Maternity Benefit Act, 1961 read with the rules made thereunder.

Public Deposits - During the financial year under review, your Company has not accepted any deposit under sections 73 to 76 of the Act, read with the Companies (Acceptance of Deposits)

Rules, 2014. Your Company has not been in default of repayment of deposit or payment of interest thereon. There are no unclaimed or unpaid deposits. Your Company is compliant with the requirements of the Companies Act, 2013 read with rules made thereunder.

33. GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs, Government of India (MCA) and Securities & Exchange Board of India, your Company is dispatching the Notice of the 14^th (Fourteenth) Annual General Meeting and the Annual Report of the Company for the F.Y. 2024-25, only be email to the shareholders whose email ids are either registered with the Depository Participants (‘DPs), Registrar and Transfer Agents (‘RTA) or the Company.

The Company supports the ‘Green Initiative undertaken by MCA, enabling electronic delivery of documents including Annual Report etc. to shareholders at their e-mail address already registered either with the DPs, RTA or the Company. Additionally, the Company conducts various meetings by means of electronic mode in order to ensure the reduction of its carbon footprint. In view of the above, shareholders who have not yet registered their email addresses, are once again requested to register the same with their DPs/ RTA/ Company for receiving all communications, including Annual Report, Notices, Circulars etc. from the Company electronically.

34. DIRECTOR RESPONSIBILITY STATEMENT AND ACKNOWLEDGEMENTS

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013, and saveas otherwise mentioned elsewhere in this Report, the Directors, to the best of their knowledge and belief, confirm that:-

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards, have been followed along with proper explanations relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year i.e. March 31, 2025 and profit and loss of your Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) theDirectorshavepreparedtheannualaccounts of your Company on a going concern basis; e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and f) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the stakeholders, financial institutions, banks, business associates, Government authorities, customers, vendors and members during the year under review and looks forward to their continued support in future.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys executives, staff and workers.

By the order of the Board
For Unicommerce eSolutions Limited
Kapil Makhija	Bharat Venishetti
Managing Director & CEO	Director
DIN-07916109	DIN-08317416
Date: September 1, 2025
Place: Gurugram