Uniparts India Ltd Directors Report

Dear Members,

Your Directors have the pleasure in presenting the 30^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2024.

1. Financial Results

The financial performance of your Company for the Financial Year March 31, 2024, is summarized below: -

PARTICULARS	STANDALONE		CONSOLIDATED
	31-03-2024	31-03-2023	31-03-2024	31-03-2023
Turnover	7,046.65	9,292.36	11,395.35	13,660.21
Other Income	922.97	483.22	93.25	162.23
Profit/(loss) before finance charges, tax, depreciation (PBITDA)	1,912.25	2,143.12	2,107.09	3,132.33
Less: Finance Charges	20.17	31.84	56.37	59.73
Profit Before Depreciation and Amortization expenses (PBTDA)	1,892.08	2,111.28	2,050,72	3,072.60
Less: Depreciation	273.83	260.53	417.16	390.28
Profit Before Tax (PBT)	1,618.25	1,850.75	1,633.56	2,682.32
Provision for Taxation	204.19	355.50	386.68	633.39
Profit/(loss) After Tax (PAT)	1,414.06	1,495.25	1,246.88	2,048.93
Other Comprehensive Income	32.57	(15.63)	(5.44)	(111.13)
Total Comprehensive Income for the year	1,446.63	1,479.62	1,241.44	1,937.80
Earning Per Share (in INR) (Basic)	31.91	33.81	28.13	46.32
Earning Per Share (in INR) (Diluted)	31.33	33.13	27.62	45.40

2. Financial Statement

The Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2024, are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [ the "Listing Regulations"].

3. Operational Highlights

On consolidated basis for the financial year 202324, your Company achieved total revenue from operations of INR 11,395.35 million as compared to the revenue of INR 13,660.21 million of the previous financial year 2022-23, from continuing operations. The profit after tax for the financial year 2023-24, is INR 1,246.88 million as compared to the profit after tax of INR 2,048.93 million of the previous financial year 2022-23.

On standalone basis for the financial year 202324, your Company achieved total revenue from operations of INR 7,046.65 million as compared to its total revenue of INR 9,292.36 million of the previous financial year 2022-23 from continuing operations. The profit after tax for the year 2023-24, is INR 1,414.06 million as compared to INR 1,495.25 million of the previous financial year 2022-23.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulation, is presented in a separate section forming part of the Annual Report.

4. Transfer to Reserve

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

5. Dividend

During the financial year 2023-24, the Board of Directors has declared an interim dividend of Rs. 8.00/- per equity share (i.e., 80.00%) and a second interim dividend of Rs. 6.00/- per equity share (i.e., 60%) in its meeting dated November 09, 2023, and February 08, 2024, respectively.

The Board has decided not to recommend a final dividend for the financial year 2023-24. The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company. Pursuant to Regulation 43A of the Listing Regulations, the Company had adopted the Dividend Distribution Policy which is available on the Companys website at: https://www.unipartsgroup.com/home/code of conduct policies

6. Material Development during the year

Transition towards Green Energy

Uniparts Group in its constant endeavor to transition towards green energy and subsequently reduce its carbon footprints, has executed an open access Solar Power Purchase Agreements with a Solar Power Producer for a term of 25 years for contracting a power capacity of 5.5 MWp for manufacturing facilities at Plot No. B-208/A1 & A2, Phase-2, Noida, Uttar Pradesh - 201305 and 142A/30 to 142A/51, NSEZ, Noida - 201305, Uttar Pradesh.

Further, with respect to manufacturing facility situated at Visakhapatnam - 531011, Andhra Pradesh, the Company has erected and installed a captive solar power plant of power capacity of 1000 KWp.

7. Material Changes and Commitments after the Financial Year affecting the Financial Position of the Company

There are no adverse material changes or commitments that occurred after March 31, 2024, which may affect the financial position of the Company or may require disclosure.

8. Share Capital

As on March 31, 2024, the authorised share capital of the Company stood at INR 60,00,00,000/- divided into 6,00,00,000 equity shares of INR 10/- each and the paid-up share capital of the Company stood at INR 45,13,37,580/- divided into 4,51,33,758 equity shares of INR 10/- each. During the year under review, the Company has not issued shares with the differential voting rights nor has granted any stock options or sweat equity.

9. Employee Stock Option Schemes

During the financial year under review, the Company has formulated Uniparts Employee Stock Option Plan 2023 ("ESOP 2023") and aligned the Uniparts Employee Stock Option Plan 2007 ("ESOP 2007") in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021pursuant to the resolution passed by the shareholders through postal ballot on January 09, 2024. As on financial year ended on March 31, 2024, the Company has two Employees Stock Option Plans ("ESOP Schemes") namely: -

i) Uniparts Employee Stock Option Plan 2007 ("ESOP 2007"); and

ii) Uniparts Employee Stock Option Plan 2023.

In accordance with the terms of the aforesaid schemes, options may be granted to employees of the Company and subsidiaries which gives them rights to receive equity shares of the Company having face value of INR 10/- (Indian Rupees ten) each on vesting. The Company confirms that the ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations").

Further, details for employee stock options plans of the Company also form part of the notes to accounts of the financial statements. The relevant information related to ESOP has been given in financials of the Company. The Company has obtained certificate(s) from Secretarial Auditor confirming that ESOP 2007 and ESOP 2023 have been implemented in accordance with the SEBI ESOP Regulations. The said certificate(s) will be made available for inspection by the members electronically during business hours till ensuing Annual General Meeting ("AGM") of the Company.

The disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are attached to this report as "ANNEXURE A".

10. Credit Rating

The present credit rating of the Company is as under:

Rating Agency	ICRA Limited
Long Term Rating	ICRA AA minus
Short Term Rating	ICRA A1 plus

11. Subsidiaries, Joint Ventures and Associate Companies

During the year under review and till the date of this report, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary companies, as per Section 129(3) of the Act, is attached to the financial statements of the Company.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Companys website and can be accessed at https://www.unipartsgroup.com/home/annual report The financial statements of the subsidiaries, as required, are put up on the Companys website and can be accessed at https://www.unipartsaroup.com/home/subsidiarv company report. The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the Companys website at the link: https://www.unipartsgroup.com/ home/disclosures-regulation-sebi-regulations2

12. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of notes to the financial statements provided in this Annual Report.

13. Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer Note 40 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS/applicable accounting standards.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at https://www. unipartsgroup.com/home/code of conduct policies

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

14. Internal Financial Controls

Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with the size, scale and complexity of its operations. An extensive risk- based program of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company, which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Companys internal control framework. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

15. Risk Management

The Company has a strong risk management framework comprising of risk governance structure and defined risk management processes. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

16. Corporate Social Responsibility (CSR)

The CSR policy, formulated by the Corporate Social Responsibility ("CSR") Committee and approved by the Board, continues unchanged. The policy can be accessed at https://www.unipartsgroup.com/home/corporatesocialresponsibility.csr

In terms of the CSR Policy, the focus areas of engagement shall be affordable healthcare solutions, access to quality education, promotion of sports, community developments, rural transformation, environmental sustainability and other need-based initiatives.

The annual report on CSR activities is annexed herewith and marked as "ANNEXURE B" to this Report.

17. Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by the Instituted of Company Secretary of India.

18. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Herbert Klaus Coenen (DIN: 00916001), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors has recommended his re-appointment.

During the year under review, Mr. Sharat Krishan Mathur (DIN: 01217742), Non-Executive Independent Director ceased to director of the Company, pursuant to completion of his second term of office on March 31, 2024. The Board places on record its deepest gratitude and appreciation towards the valuable contribution made by Mr. Mathur towards the growth and governance of the Company during his tenure as director of the Company.

Mr. Gurdeep Soni (DIN: 00011478) was appointed as "Chairman and Managing Director" of the Company, for a period of 3 years from April 01, 2021 to March 31, 2024. The Board of Directors, at its meeting held on November 9, 2023, based on the recommendation of Nomination and Remuneration Committee, reappointed Mr. Gurdeep Soni as Managing Director of the Company for a period of 5 years, i.e., from April 1, 2024 to March 31, 2029 (without any remuneration) which was approved by the Shareholders of the Company vide Postal Ballot resolution dated January 09, 2024.

Ms. Celine George (DIN: 02563846) was appointed as Non-Executive Independent Director of the Company for a period of 2 years, by the Board of Directors in its meeting dated November 09, 2023, based on the recommendation of the Nomination and Remuneration Committee. The Shareholders vide Postal Ballot resolution dated January 09, 2024, approved her appointment including tenure.

Mr. Parmeet Singh Kalra (DIN: 06928230) was appointed as Non-Executive Independent Director of the Company for a period of 5 years, by the Board of Directors in its meeting dated February 08, 2024, based on the recommendation of the Nomination and Remuneration Committee. The Shareholders vide Postal Ballot resolution dated April 21, 2024, approved his appointment including tenure.

Mr. Ajaya Chand (DIN: 02334456) has been appointed as a Non-Executive Independent Director of the Company for a period of 3 years, by the Board of Directors in its meeting dated August 08, 2024, based on the recommendation of the Nomination and Remuneration Committee, subject to the approval of Shareholders. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, commends his appointment at the ensuing AGM.

Declaration by Independent Directors

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 read with Schedule IV of the Act and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors, Committee(s) and meeting of the Independent Directors. The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

Policy on Appointment and Remuneration

The Company has devised Nomination and Remuneration Policy which sets out the guiding principles for the Nomination and Remuneration Committee for

a) Selection of Directors and determining Directors independence;

b) Appointment of the Senior Managerial Personnel; and

c) Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees.

The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The aforesaid policy is put up on the Companys website at https://www.unipartsgroup.com/home/code of conduct policies.

19. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, Directors confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed and there was no material departure.

b. they 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 on March 31, 2024, and of the profit of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

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

20. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the SEBI.

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

21. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, we have provided the Business Responsibility and Sustainability Report (BRSR) as a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.

22. Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out the annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

23. Auditors and Auditors Report

A. Statutory Auditors

M/s. S.C. Varma & Co., Chartered Accountants (Firm Registration Number 000533N), were appointed as Auditors of the Company for a term of 5 (five) years i.e. commencing from the conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting of the Company. They have confirmed their eligibility and qualifications required under the Act for holding office as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditor

The Board of Directors of the Company had appointed M/s. Sanjay Grover and Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report of the Company and Gripwel Fasteners Private Limited, a material subsidiary company, for the financial year ended March 31, 2024, are annexed herewith marked as "ANNEXURE C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

C. Cost Auditor

The Board of Directors of the Company has appointed M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration no. 00180) to conduct Cost Audit of the Company for the financial year 2023-24 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

24. Board and its Committees.

A. Meetings of the Board

During the financial year 2023-24, five meetings of the Board of Directors were held. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

B. Audit Committee

During the financial year 2023-24, four meetings of the Audit Committee were held. The Audit Committee of the Company comprised of Mr. Parmeet Singh Kalra, Non-Executive Independent Director (Chairman), Mr. Alok Nagory, Non-Executive Independent Director, Mr. Sharat Krishan Mathur, Non-Executive Independent Director and Mr. Gurdeep Soni, Chairman & Managing Director, as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board. The particulars of the meetings held and attended by each Member are detailed in the Corporate Governance Report.

C. Corporate Social Responsibility Committee

During the financial year 2023-24, one meeting of the Corporate Social Responsibility Committee was held. The Corporate Social Responsibility Committee comprised of Mr. Gurdeep Soni, Chairman & Managing Director (Chairman), Mr. Sharat Krishan Mathur, Non-Executive Independent Director, Ms. Celine George, Non-Executive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and Executive Director, as members. The particulars of the meetings held and attended by each Member are detailed in the Corporate Governance Report.

D. Nomination and Remuneration Committee

During the financial year 2023-24, three meetings of the Nomination and Remuneration Committee were held. The Nomination and Remuneration Committee of the Company comprised of Mr. Alok Nagory, Non-Executive Independent Director (Chairman), Ms. Celine George, Non-Executive Independent Director, Mr. Sharat Krishan Mathur, Non-Executive Independent Director, Ms. Shradha Suri, NonExecutive Independent Director and Mr. Gurdeep Soni, Chairman & Managing Director, as members. The particulars of the meetings held and attended by each Member are detailed in the Corporate Governance Report.

E. Stakeholders Relationship Committee

During the financial year 2023-24, one meeting of the Stakeholders Relationship Committee was held. The Stakeholders Relationship Committee comprised of Mr. Parmeet Singh Kalra, Non-Executive Independent Director (Chairman), Mr. Sanjeev Kumar Chanana, Non-Executive Independent Director, Mr. Sharat Krishan Mathur, Non-Executive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and Executive Director. The particulars of the meetings held and attended by each Member are detailed in the Corporate Governance Report.

F. Risk Management Committee

During the financial year 2023-24, two meetings of the Risk Management Committee were held. The Risk Management Committee comprised of Mr. Herbert Coenen, Non-Executive Director (Chairman), Mr. Parmeet Singh Kalra, Non-Executive Independent Director, Mr. Sharat Krishan Mathur, Non-Executive Independent Director, Mr. Gurdeep Soni, Chairman & Managing Director, Mr. Sudhakar Kolli, Group Chief Operating Officer and Mr. Rohit Maheshwari, Group Chief Financial Officer. The particulars of the meetings held and attended by each Member are detailed in the Corporate Governance Report.

The details of the composition, dates of meetings, attendance and terms of reference of each of the Committees are disclosed in the Corporate Governance Report, which forms part of this report.

25. Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company.

Over the years, the Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. The mechanism under the Policy has been appropriately communicated within the organization. This Policy inter-alia provides a direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Company reached out to employees through physical / virtual sessions with an aim for creating greater awareness on this subject. During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Companys website at the link: https://www.unipartsgroup.com/ home/disclosures-regulation-sebi-regulations2

26. Prevention of Sexual Harassment at Workplace

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder.

All women associate (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy.

The Company has constituted Internal Complaints Committee under the POSH Act and during the year under review, no complaints were received by the Committee.

27. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as "ANNEXURE D" to this report.

28. Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website and can be accessed at https://www.unipartsgroup. com/home/annual return

29. Particulars of Employees and related disclosures

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

In terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company on email id compliance.officer@unipartsgroup.com.

30. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review:

i) Details relating to deposits covered under Chapter V of the Act;

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme except Employees Stock Option Plan referred to in this report;

iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

vi) No fraud has been reported by the Auditors to the Audit Committee or the Board;

vii) There has been no change in the nature of business of the Company;

viii) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016

ix) There was no instance of one-time settlement with any Bank or Financial Institution.

31. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, business partners, customers, vendors and members during the year under review. The Board of Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

Gurdeep Soni

Chairman & Managing Director

DIN: 00011478

Date: August 08, 2024

Place: Noida, Uttar Pradesh