Unitech International Ltd Directors Report

To,

The Members,

The Directors of the Company take pleasure in presenting their 29^thAnnual Report together with the annual audited financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS:

The summary of the Company’s financial performance for the financial year 2023-24 as compared to the previous financial year 2023-24 is given below: (Rs in Lacs)

Particulars	For the Year Ended March 31, 2024	For the Year Ended March 31, 2023
Revenue from operations	502.69	2314.09
Other Income	3.63	11.43
Total Income	506.32	2325.52
Expenditure (excluding depreciation)	3081.16	3345.63
Depreciation	146.17	158.00
Total Expenditure	3227.33	3503.63
Profit / (Loss) before Tax	(2721.01)	(1178.11)
Tax	-	-
Deferred Tax	9.92	13.62
Profit / (Loss) after tax	(2711.09)	(1164.49)
Earnings per share (Basic)	(27.14)	(11.73)
Earnings per share (Diluted)	(27.14)	(11.73)

HIGHLIGHTS ON COMPANY PERFORMANCE:

During the year Company has earned income of Rs. 506.32 (in Lacs)/- for the year 2023-2024 including other income as compared to Rs. 2325.52 (in Lacs)/- in the previous year. The Net loss after tax was Rs. (2711.09)/- (in Lacs) for the year 2023-2024 against the Net loss of Rs. (1164.49)/- in the previous year.

DIVIDEND:

During the year under review, owing to the fund requirements for business expansion plans and to conserve the resources, your Directors do not recommend any dividend.

SHARE CAPITAL:

There are no changes in the Share Capital of the Company during the financial year.

TRASNFER TO RESERVES:

The Company has transferred Rs. (2711.09)/- to reserves and surplus during the Financial Year 2023-24.

DEPOSITS:

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the Financial Statement.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2024 and the date of this report other than those disclosed in this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations.

DETAILS OF REMUNERATION TO DIRECTORS:

Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 has been appended as ANNEXURE I

EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as ANNEXURE II and also provided on the website of the Company www.unitechinternationalltd.com

AUDITORS:

1. Statutory Auditors

M/s. ADV and Associates (Firm Registration No. 128045W) Statutory Auditors of the Company is reappointed for the F Y 2024-2025.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates LLP, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-2025.

The Report of the Secretarial Auditor is annexed herewith as ANNEXURE III and forms an integral part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as ANNEXURE IV.

BOARD OF DIRECTORS:

The Board of Directors of the Company is not duly constituted as per the provisions of the Companies Act, 2013 & applicable provisions, rules & regulations of SEBI (LODR) Regulations, 2015, during the year 2023-24.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act forms part of Corporate Governance Report . Gist of this policy is given in ANNEXURE V to this report. The detailed policy is available on the Company’s website www.unitechinternationalltd.com

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with rules issued thereunder, Regulation 17(10) of the Listing Regulations and guidance note issued by SEBI, the Independent Directors of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.

BOARD COMMITTEES:

Your Company has following Committees of Board, viz, 1. Audit Committee

2. Stakeholders’ Relationship Committee 3. Nomination and Remuneration Committee Details of its compositions are as follows:

Sr. No.	Name of the Committee	Members of the Committee as on 31.03.2022
1.	Audit Committee	Mr. Dipak Kothari - Chairman
		Mr. Thomas Joseph Member
		Mrs. Grace Mathoor Member
		Mr. Joseph Mathoor Member
2.	Nomination and Remuneration Committee	Mr. Dipak Kothari Chairman
		Mr. Thomas Joseph Member
		Mrs. Grace Mathoor Member
		Mr. Joseph Mathoor Member
3.	Stakeholders’ Relationship Committee	Mr. Dipak Kothari - Chairman
		Mr. Thomas Joseph Member
		Mrs. Grace Mathoor Member
		Mr. Joseph Mathoor Member

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors’ Responsibility Statement, your Directors hereby confirm that: ? in the preparation of the annual accounts, the applicable accounting standards have been followed; ? appropriate accounting policies have been selected and applied consistently and estimates and judgments made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; ? proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; ? the annual accounts have been prepared on a going concern basis; and ? proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under regulation 34 of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on the Company’s policies and strategy apart from other Board matters.

During the financial year 2023-24, 6 (Six) board meetings were held on 07.06.2023, 14.08.2023, 06.09.2023, 10.11.2023, 28.12.2023 and 14.02.2024. The gap between the two board meetings did not exceed 120 days.

The 28^th Annual General Meeting of the Shareholders was held on 29.09.2023. No Extra-Ordinary General Meeting of the Company was held during the years.

COMMITTEE MEETINGS:

During the financial year 2023-24, committee meetings held during the year are as mentioned below:

1. Audit Committee meetings were held on 07.06.2023, 14.08.2023, 10.11.2023 and 14.02.2024.

2. Stakeholders’ Relationship Committee meetings were held on 28.12.2023

3. Nomination and Remuneration Committee meetings were held on 07.06.2023 and 10.11.2023

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to nature of activities which are being carried on by the Company, the particulars as prescribed under

Section 134(3)(m) of the Act read with Companies’ (Accounts) Rules, 2014 regarding Conservation of Energy and

Technology Absorption, and research and development are as follows:

Power & fuel Consumption

Sr. No.	Particulars	2023-2024	2022-2023
1	Electricity units KWH( In Rs)	46719.8	76,756
2	Value in Rs.	503254	7,30,789

Consumption per unit of production

Sr. No.	Particulars	2022-2023	2022-23
1	Cost per unit (Rs.)	10.77	10
2	Consumption per ton of Production (Rs.)	678.82	261

RESEARCH & DEVELOPMENT:

During the year the board of Director has not conducted any Research & Development activity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Efforts are being made towards Technology adaption and innovation. The Company at present does not have any formal technical collaboration.

FOREIGN EXCHANGE EARNINGS AND OUTGO: (In Rs.)

Sr. No.	Particulars	2023-2024	2022-23
1	Foreign Exchange Earnings	-	2,85,00,639
2	Foreign Exchange outgoings	-	3,73,70,796

LISTING OF SHARES OF THE COMPANY:

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2023-2024 on time.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2023-2024, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Company’s website www.unitechinternationalltd.com.

Constitution of POSH Committee:

Sr. no	Post of Committee Member	Employee Name	Designation	Mobile no.	Email ID
1	Presiding officer	Grace Mathoor	Woman Director	9819417140	unitech.international1@gmail.com
2	Member	Swati Jain	Company Secretary	7987204346	csswatijain2016@gmail.com
3	Member	Komal Desai*	Woman employee	9930623224	complianceunitech@gmail.com
4	External Member	Mital Mulik	Consultant	8080319020	mitalwadhel@gmail.com

*Reconstitued w.e.f. 27.12.2023

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

No. of Complaints received	Nil
No. of Complaints disposed off	Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

ACKNOWLEDGEMENTS:

The Directors express their sincere gratitude to the BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited, other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support. The Directors also place on record their sincere appreciation for the continued support extended by the Company’s stakeholders and trust reposed by them in the

Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year.

On behalf of the Board of Directors
Sd/-	Sd/-
RohaanBhathena	Joseph Mathoor
Managing Director	Director and Chief Financial Officer
DIN: 08332428	DIN: 02087812
Date: 05.09.2024
Place: Mumbai