Unified Data- Tech Solutions Ltd Directors Report

To the Shareholders,

Your directors take pleasure in presenting the 15^th Annual Report and the audited financial statements of the Company for the year ended 31stMarch 2025.

OVERVIEW

Incorporated in year 2010, Unified Data-Tech Solutions Limited is a technology company specializing in system integration. We provide comprehensive IT solutions, including data centre infrastructure, virtualization, data protection, networking, cybersecurity, secure application delivery etc. Our services cater to a wide range of industries, such as Banking, Finance, Insurance, Manufacturing, Pharmaceuticals, IT and IT enabled services etc. We collaborate closely with clients to develop, implement, and manage cost-effective, secure, and high performance IT solutions that meet their unique requirements, providing ongoing support to optimize their systems.

FINANCIAL PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 ("Act"), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared its standalone financial statements for the FY 2024-25. The financial highlights of the Company for FY 2024-25, are as follows: (Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	22,026.00	26,037.87
Other Income	925.44	642.46
Total	22,951.44	26,680.33
Profit / (Loss) before Depreciation and Tax	4,525.02	3,430.18
Less: Depreciation	50.32	63.46
Less: Exceptional Item	-	-
Profit / (Loss) Before Tax	4,474.70	3,366.72
Less: Provision for Ta x	1,092.26	858.52
Less: Provision for Deferred Tax	(33.72)	5.71
Profit / (Loss) After Tax	3,416.16	2,502.49
Less: Prior Period Adjustments	--	0.01
Income Tax for Earlier Years	8.59	--
Profit (Loss) carried to the Balance Sheet	3,407.57	2,502.48

BRIEF DESCRIPTION OF THE COMPANYS WORKING

DURING THE YEAR:

During the financial year 2024 2025, your Company earned a total income of 22,951.44 lakhs compared , to 26,680.33 lakhs in the corresponding previous year. The Company reported a net profit of 3,407.57 lakhs showing a significant increase from the net profit , of 2,502.48 lakhsearned in the previous year. A major milestone was achieved during the year with the Companys conversion from a private limited company to a public limited company on 26th November 2024. This strategic transition marked a critical step toward enhanced transparency, improved regulatory compliance, and long-term business scalability.

Following this transformation, the Company successfully listed its equity shares on the BSE SME Platform on 29th May 2025 This listing marked the . beginning of a new era, significantly enhancing the Companys visibility in capital markets and providing access to broader funding opportunities to support future expansion plans.

During the year under review, the Company altered the object clause of its Memorandum of Association thereby adding the following object clause subsequent to the existing clause one: "2. To design, implement, and manage data centre infrastructure, including servers, storage solutions, networking equipment, and security systems; to provide virtualization technologies, private and hybrid cloud solutions, secure application delivery, and data protection services; to offer disaster recovery planning, high availability solutions, and managed IT services; to provide technology advisory, system integration, and operational management services; and to offer networking and cybersecurity solutions, including but not limited to firewalls, VPNs, intrusion detection systems, endpoint security, and network segmentation; to develop cloud-native applications, data analytics, artificial intelligence, and machine learning solutions related to the business." During the year under review, there was no change in the nature of the businessof the Company.

In order to conserve the Companys reserves and maintain financial flexibility to support ongoing and future business operations, the Board of Directors has decided not to recommend any dividend for the financial year 2024 2025. This decision has been taken in the long-term interest of the Company, with a focus on strengthening the financial position, supporting growth initiatives, and ensuring adequate liquidity to meet and strategic requirements.

TRANSFER TO RESERVES:

During the financial year 2024 2025, the Company has transferred a sum of 3,407.57 lakhs to the General Reserves maintained by the Company. This transfer reflects the Companys continued commitment to strengthening its financial foundation and ensuring long-term sustainability. The reserves will serve as a vital resource to support future business expansion, meet unforeseen contingencies, and enhance the Companys overall financial stability.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

Subsequent to the end of the financial year 2024 2025, a significant development took place that may have a material impact on the financial position of the Company. The Company successfully listed on the BSE

SME Platform on 29th May 2025.

This transition to a publicly listed entity is expected to enhance the Companys visibility, strengthen its governance structure, and improve access to capital markets, thereby potentially impacting its financial and operational dynamics in the periods ahead. Except for the above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

SHARE CAPITAL:

During the year under review, the following changes took place in the capital structure of the Company.

The Authorised Share Capital of the Company was increased from Rs. 25,00,000/- (Rupees Twenty-Five Lakh only) divided into 25,000 (Twenty-Five) Thousand Equity Shares of Rs. 100/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore only) divided into 20,00,000 (Twenty Lakh) Equity Shares of Rs. 100/- each effective 24thAugust, 2024. Subsequently, effective 16th September 2024, the Authorised Share Capital of the Company was increased from Rs. 20,00,00,000/- (Rupees Twenty Crore only) divided into 20,00,000 (Twenty Lakh) Equity Shares of Rs. 100/- each to Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only) divided into 24,00,000 (Twenty-Four Lakh) Equity Shares of Rs. 100/- each.

Further on 19th September 2024, the Company made issue of Bonus shares to existing shareholders. The Company allotted 20,04,000 equity shares of Rs.100 each to existing shareholders as on record date 18th September 2024, in the ratio of 400 Equity Shares for every 1 Equity Share held. At the members meeting held on 28th September 2024, the Company obtained approval for the sub-division of share capital. Consequently, all 24,00,000 Equity Shares of 100 each were sub-divided into 2,40,00,000 Equity Shares of 10 each, such that 1 Equity Share of 100 was subdivided into 10 Equity Shares of 10 each.

During the year under review, the Company did not issue any shares with differential voting rights, nor did it grant any stock option or sweat equity shares. The Company has not called for Buy back of Shares during the current financial year.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

On May 29, 2025, the equity shares of our Company got listed on BSE Limited, SME Platform, post successful Offer for sale of 52,92,000 Equity Shares having face value of 10/-each of (representing 26.34% of the paid-up share capital of the Company) each at an Offer Price of 273/- per Equity Share (including a share premium of 263/- per Equity Share)aggregating to 14,447.16 lakhs by Mr. Hiren Rajendra Mehta (Promoter Selling Shareholder) .The following were the important milestones/ dates for the Offer:

Date	Particulars
21stMay, 2025	Anchor Issue
22ndMay, 2025	Opening of Offer period
26thMay, 2025	Closing of Offer period
27thMay, 2025	Basis of Allotment
28thMay, 2025	Credit of shares to demat A/c
	of eligible investors
29thMay, 2025 s	Listing of equity share

Your Company completed its IPO successfully. The Offer was subscribed 84.4792 times (excluding Anchor Allocations).

The Board is gratified and humbled by the faith shown in the Company by its members. The Board also places on record its appreciation for the support provided by various Book Running Lead Managers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, other intermediaries and employees of the Company for making the IPO of the Company a grand success.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March, 2025 the Company does not have any Subsidiary Company, Joint Venture or Associate Company.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V

OF COMPANIES ACT, 2013:

Your Company has not accepted any fixed deposits from the public under Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31stMarch, 2025 is available on the Companys website at www.udtechs. com

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2025, shall be filed within 60 days of ensuing Annual General Meeting and will be available on the website of the Company at www.udtechs.com .

BOARD OF DIRECTORS

COMPOSITION:

The Board comprises of 5 (Five) Directors, of which 2 (Two) are Independent Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013, and provisions of Articles of Association of the Company, Mr. Hiren Rajendra Mehta (DIN: 02972140) retires by rotation and being eligible, offer himself for reappointment. Your directors recommend the same at the ensuing Annual General Meeting. During the year, following persons have been appointed by the Board of the Company: 1) Mr. Chetan Shyamsunder Mundhada (DIN: 10484767) has been appointed as a Non-Executive Director of the Company w.e.f. 26th November, 2024.

2) Mrs. Annapurna Devendra Dubey (DIN: 08760434) has been appointed as an Independent Director of the Company for a term upto 5 (Five) consecutive years w.e.f. November 26, 2024.; 3) Mr. Mayank Modi (DIN: 10810194) has been appointed as an Independent Director of the Company for a term upto 5 (Five) consecutive years w.e.f. November 26, 2024.; Change in Designations: 1. The designation of Mr. Hiren Rajendra Mehta (DIN: 02972140), was changed from Director to Chairman cum Managing Director (CMD) of the Company w.e.f. 26th November, 2024.

2. The Designation of Mr. Rajendra Kantilal Mehta (DIN 07897279), was changed from Director to Whole Time Director (WTD) of the Company w.e.f. 26th November, 2024.

During the year, following persons has given resignation from the Company: 1) Mrs. Harshaben Mehta (DIN: 06849561), Director of the Company has given resignation w.e.f. 30^th November, 2024; The Board has also appointed Mrs. Khadija Taher Raniwala as Company Secretary and Compliance Officer w.e.f. 26th November, 2024 as Key Managerial Personnel and Mr. Shrawan Shrikrishna Shukla as Chief Financial Officer w.e.f. 26th November, 2024 as Key Managerial Personnel.

INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the familiarization program for Independent Directors is also available on website of the Company. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non Independent Director was also carried out by the Independent Director. The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS

A meeting of the Independent Directors was held on March 20, 2025 pursuant to Section 149(8) read with Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT,Additionally OF COMPLIANCE WITH SECRETARIAL

STANDARDS:

Your directors confirm that the Company has complied with applicable secretarial standards.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 23 (Twenty-Three) times during the financial year on the following dates:

Sr. No.	Date	No. of Directors Eligible to attend the meeting	No. of Directors attended.
1	01.04.2024	3	3
2	30.04.2024	3	3
3	06.05.2024	3	3
4	30.07.2024	3	3
5	16.08.2024	3	3
6	23.08.2024	3	3
7	28.08.2024	3	3
8	31.08.2024	3	3
9	07.09.2024	3	3
10	19.09.2024	3	3
11	27.09.2024	3	3
12	09.10.2024	3	3
13	17.10.2024	3	3
14	05.11.2024	3	3
15	26.11.2024	3	3
16	28.11.2024	6	6
17	30.11.2024	6	6
18	03.12.2024	5	5
19	10.12.2024	5	5
20	13.01.2025	5	3
21	23.01.2025	5	3
22	27.02.2025	5	3
23	20.03.2025	5	3

several committees meetings were held including Audit Committee, which met 3 (three) times during the year.

POLICY OF DIRECTORS APPOINTMENT AND

REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the Listing Regulations, the Company has formulated and adopted a policy on Nomination, Remuneration and Board Diversity. The said Policy governs the appointment and remuneration of directors, senior management and Key Managerial Personnel and also lays down the criteria for determining qualifications, positive attributes, independence of a director and other matters. The Nomination and Remuneration Policy is available on the website of the Company www.udtechs.com/investors.php

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review. M/s J. S. Bhatia & Co., Chartered Accountants, (Firm Registration No. 118806W) the Statutory Auditors of the Company, were appointed at 14th Annual General Meeting until the conclusion of 19th Annual General Meeting of Company in terms of the provisions of Section 139 of the Companies Act, 2013.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT

REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s Dayanand Sharma & Associates, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024 25. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure "A". COST RECORD:

The provision of cost audit as per section 148 is not applicable on the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with ectively. reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business and the size of its operation. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that: a) All applicable Accounting Standards have been ee followed in the preparations of the annual accounts with proper explanation relating to material departures; b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2025 and of the profit and loss of the Company for that period; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts; e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately; f) There is proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

DISCLOSURES AS PER SECTION 134(3)(m) OF THE

COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Considering the nature of the business of the Company, which is engaged in the service sector, the provisions relating to conservation of energy and technology absorption are not applicable. Accordingly, no particulars are required to be furnished in this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Rs. 20.27 Lakhs

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015.

The Committee was on November 28^th 2024 as mentioned below:

The Committee met 3 times during the year on 1. 30.11.2024 2. 03.12.2024 3. 20.03.2025

and all the members attended all the meetings. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy of the Company is available on the website of the Company www.udtechs.com/investors.php

The Committee was constituted on 28th November 2024 as mentioned below:

Sr. No Name	DIN	Chairperson/ Member
1. Mayank Modi (Independent Director)	10810194	Chairperson
2. Annapurna Devendra Dubey (Independent Director)	08760434	Member
3. Chetan Mundhada (Non-Executive Director)	10484767	Member

During the year under review the Committee met two times on 1. 30.11.2024 2. 20.03.2025 and all the Directors attended both the meetings.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013 and the 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has re-constituted the Stakeholders Relationship Committee. The Committee was re-constituted on November 30^th 2024 as mentioned below:

Sr. No Name	DIN	Chairperson/ Member
1. Annapurna Devendra Dubey (Independent Director)	08760434	Chairperson
2. Hiren Rajendra Mehta (Chairman & Managing Direc- tor)	02972140	Member
3. Rajendra Kantilal Mehta (Whole- time Director)	07897279	Member

During the year under review, the Committee met once on 20th March 2025 and was attended by all the members.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. In terms of the CSR Policy, the focus areas of engagement inter alia shall be food for poor and education for poor through renowned Trust.

Annual Report on CSR activities of the Company is annexed herewith and marked as Annexure "B" to this Report.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time, to the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details are given as Annexure "C". CORPORATE GOVERNANCE REPORT :

In terms of the provisions of regulation 15 (2) b of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified is not applicable during the year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is attached herewith as Annexure "D".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

During the financial year under review, the Company has not granted any loans or provided any guarantees falling under the provisions of Section 186 of the Companies Act, 2013. All investments made by the Company during the year were within the limits prescribed under the said Section.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS

WITH RELATED PARTIES:

All the transactions entered during the financial year 2024-25 were in ordinary course of business and on arms length basis. There are no such details which are required to be disclosed in terms of provisions of Section 188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC 2 is not required.

MATERIAL ORDERS OF JUDICIAL BODIES /

REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Companys commitment towards creating a respectful workplace that is free from any form of harassment and discrimination is exemplified by its ‘zero-tolerance approach towards any act of sexual harassment. The Company has a comprehensive policy which is in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is available at the website of the Company www.udtechs.com/ investors.php . A group level Internal Complaints Committee ("ICC") has been constituted as per procedure prescribed in the law. All such investigations are conducted as per the tenets of the law and the Companys policy. The list of ICC members has been prominently displayed in the office. Following are the details of sexual harassment cases for financial year 2024-25:

Number of complaints filed during the	NIL
financial year
Number of complaints disposed off during	NIL
the financial year
Number of complaints pending as at the end	NIL
of the financial year

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.