Yudiz Solutions Ltd Directors Report

<dhhead-BOARDS REPORT</dhhead-

Dear Members,

Yudiz Solutions Limited ("Your Company")

Your Directors take the immense pleasure in presenting before you the Fourteenth (14^th) Annual Report of your Company together with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.

FINANCIAL HIGHLIGHTS & PERFORMANCE SUMMARY:

The Standalone and Consolidated Financial Statements for the FY ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind AS reporting have been made under the Notes to Financial Statements. The Companys performance during the FY under review as compared to the previous FY is summarized below.

( in Lakhs Except EPS)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
Revenue from Operations	2,095.36	2,615.59	2,100.72
Other Income	302.06	180.25	303.53
Total Revenue	2,397.42	2,795.83	2,404.25
Total Expenses	2,597.00	3,132.94	2,720.62
Profit before Tax	(199.58)	(337.10)	(316.37)
Taxations	(143.52)	(49.75)	(144.81)
Profit after Tax	(56.06)	(287.36)	(171.56)
Total Comprehensive Income	(50.52)	(217.08)	(166.02)
Equity Shares	1031.94	1031.94	1031.94
Earnings Per Share (Basic / Diluted)	(0.54)	(3.09)	(1.66)

STANDALONE FINANCIAL RESULTS:

For the financial year ended 31 ^st March, 2025, the Company has achieved a total income of Rs. 2,397.42 lakhs, representing a decline of 14.25% as compared to the previous years total income of Rs. 2,795.83 lakhs. The

Company has incurred a net loss of Rs. 56.06 lakhs during the year, which, however, reflects a significant improvement as against the net loss of Rs. 287.36 lakhs reported in the financial year 2023 24.

CONSOLIDATED FINANCIAL RESULTS:

For the financial year ended 31 ^st March, 2025, the Company recorded a total income of Rs. 2,404.25 lakhs and reported a net loss of Rs.171.56 lakhs. As the Company consolidated its accounts for the first year, no comparative figures for the previous financial year have been presented.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

Your Company continues to be a subsidiary of Ability Games Limited, which holds a 50.12% equity stake and is therefore the holding company.

The Board of Directors, at its meeting held on March 1, 2024, approved the incorporation of a new subsidiary under the name "Insightly Dataworks Private Limited." Subsequently, the Company subscribed to 5,100 equity shares of Rs. 10 each, representing a 51% equity stake, and the said company was incorporated on April 27, 2024, thereby becoming a subsidiary of your Company. This subsidiary is expected to contribute towards expanding the Companys market presence in India and unlocking new opportunities in the region.

Your Company successfully acquired a 51.01% equity stake in ABCM App Private Limited, pursuant to a Share Subscription Agreement and Shareholders Agreement. Consequently, ABCM App Private Limited became a subsidiary of the Company, its strategic acquisition has enabled the Company to leverage ABCMs technology capabilities and user base, thereby strengthening its presence in the fintech and digital markets, providing a competitive edge in the rapidly growing digital ecosystem.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Account) Rules, 2014, a separate statement containing the salient features of the Financial Statements of Insightly Dataworks Private Limited and ABCM App Private Limited in the prescribed format AOC-1 is attached as Annexure A to this Report.

The audited Consolidated Financial Statements of your Company for the FY ended March 31, 2025, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India and notified by the Ministry of Corporate Affairs ("MCA"),

Government of India also forms part of this Annual Report.

During the FY under review, there were no other companies that became or ceased to become a subsidiary company / associate company / joint venture as mentioned above.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2025, there has been no change in the Companys nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of your Company have decided not to transfer any amount to reserves for the FY under review.

DIVIDEND

The Board of Directors of your company, not declared any Dividend for the current financial year due to due to loss incurred by the Company.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure B.

SHARE CAPITAL STRUCTURE OF THE COMPANY

a. Authorised Capital:

Authorised Share Capital of the Company is Rs. 11,16,00,000 (Rupees Eleven Crore Sixteen Lakh Only) divided into 1,11,60,000 (One Crore Eleven Lakh Sixty Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

b. Issued, Subscribed & Paid-Up Capital:

Issued, Subscribed and Paid-up capital is Rs. 10,31,93,750 (Rupees Ten Crore Thirty-One Lakhs Ninety-Three Thousand Seven Hundred Fifty) divided into 1,03,19,375 (One Crore Three Lakh Nineteen Thousand Three Hundred Seventy-Five) equity shares of Rs. 10/- (Rupees Ten) each.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

The details of the utilisation of IPO proceeds as on March 31, 2025 is as follow:

	Planned as per	Utilized	Pending to Be
Particulars
	Prospectus		Utilized
Unidentified Acquisition (In India & Abroad)	615.54	614.47	1.07
Development of New Product & Technology	615.54	166.29	449.25
Networking & cabling	123.10	-	123.10
Branding & Marketing Expenses	487.00	-	487.00
Capital Expenditure	173.46	-	173.46
Working Capital Requirement	1,057.61	152.37	905.24
General Corporate Purposes	727.75	-	727.75
Issue Expenses	684.04	526.24	157.80
Total	4,484.04	1,459.37	3,024.67

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) of the Act, the Board of Directors of the Company confirms and submits that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there have been no material departures;

b) the selected accounting policies were applied consistently and the judgements and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the losses of the Company for the year ended on that date;

c) proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern basis;

e) adequate system of internal financial controls has been laid down and the said system is operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 of the Act does not apply to the Company; as the Company has not declared any dividend for the period under review.

BOARDCOMPOSITION,BOARDOFDIRECTORS,BOARDMEETINGS,KEYMANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board Composition

Your Company have optimum combination of Executive and Non-Executive Directors of Board. As on March 31, 2025, The Board of company consists of following Directors

Name of Director	Category Cum Designation	Date of Appointment / Change in Designation	No. of shares held as on March 31, 2025
Mr. Bharat Shamjibhai Patel	Whole Time Director	01/09/2022	8,09,997
Mr. Suraj Chokhani(#)	Whole Time Director	01/09/2022	Nil
Mr. Pratik Bhaskarbhai Patel	Managing Director	01/09/2022	8,09,997
Mr. Chirag Rajendrakumar Leuva	Chief Executive Officer & Director	01/09/2022	8,09,997
Mr. Amit Joshi	Independent Director	12/09/2022	Nil
Ms. Jija Roy	Independent Director	12/09/2022	Nil
Mr. Utpal Vaishnav	Independent Director	28/01/2023	Nil
Mr. Vidhur Bhogilal (@)	Independent Director	28/01/2023	Nil
Mr. Nisarg Nalinbhai Pathak (^)	Independent Director	28/05/2024	Nil
Mr. Santosh Purabia($)	Non-Executive Director	18/03/2025	Nil

(@) Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from April 01, 2024.

(^) Mr. Nisarg Nalinbhai Pathak was appointed as a director in the category of Non-Executive and Independent Directors of the Company by the members in the Annual General Meeting held on September 30, 2024.

(#)Mr. Suraj Chokhani, Whole-Time Director of the Company was ceased to be member of Board with effect from

February 28, 2025 due to vacation of office of Director pursuant to provisions contained in Section 167(1)(b) of the Act.

($)Mr. Santosh Purabia was appointed as an Additional Director in the category of Non-Executive Non-Independent Director of the Company by the Board in their Board Meeting held on March 18, 2025. The said appointment will be subject to the approval of members in the ensuing Annual General Meeting.

b) Appointment & Re-appointment of Directors

During the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Nisarg Nalinbhai Pathak (DIN: 10625562) as an Additional Director in the category of Non-Executive and Independent Director of the Company for a consecutive term of 5 (five) years commencing on May 28, 2024. The appointment was approved by the members of the Company at the Annual General Meeting held on September 30, 2024.

Further, during the year under review, based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Santosh Chimabhai Purabia (DIN: 07995867) as an Additional Directors in the category of Non-Executive Non-Independent Director of the Company with effect from March 18, 2025, subject to the approval of Members at the ensuing Annual General Meeting. The Board recommends his appointment.

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Bharat Shamjibhai Patel (DIN: 00243783) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Bharat Shamjibhai Patel, who is liable to retire by rotation, as Director of the Company.

In line with the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of directors seeking appointment/re-appointment is furnished in the Annexure to the Notice of the 14th AGM.

c) Cessation of Directors:

During the year under review, Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from April 01, 2024 due to extensive overseas travel commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on May 28, 2024.

Further, the Board has noted the vacation officeof Director, Mr. Suraj Chokhani (DIN: 03547280) Whole-

Time Director of the Company, with effect from February 28, 2025, pursuant to provisions contained in Section 167(1)(b) of the Companies Act, 2013.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

-MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2025, Nine (9) meetings of board of directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

SN	Date of Meeting	Board Strength	No. of Directors Present
1.	28/05/2024	8	6
2.	26/06/2024	8	6
3.	22/07/2024	8	6
4.	29/08/2024	8	6
5.	05/09/2024	8	5
6.	30/09/2024	8	6
7.	13/11/2024	8	7
8.	10/01/2025	8	4
9.	18/03/2025	8	5

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Sr.	Name of Director	Board Meetings			AGM
No.		No. of Meeting Entitled to Held	No. of Meeting attended	%	(30/09/2024)
1.	Mr. Bharat Shamjibhai Patel	9	9	100.00	Yes
2.	Mr. Suraj Chokhani(#)	9	0	0	No
3.	Mr. Pratik Bhaskarbhai Patel	9	8	88.88	Yes
4.	Mr. Chirag Rajendrakumar Leuva	9	9	100.00	No
5.	Mr. Amit Joshi	9	6	66.66	No
6.	Ms. Jija Roy	9	7	77.77	Yes
7.	Mr. Utpal Vaishnav	9	4	44.44	No
8.	Mr. Vidhur Bhogilal(@)	9	0	0	N.A.
9.	Mr. Nisarg Nalinbhai Pathak(^)	9	8	88.88	Yes

(@) Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from April 01, 2024.

(^) Mr. Nisarg Nalinbhai Pathak was appointed as a director in the category of Non-Executive and Independent Directors of the Company by the members in the Annual General Meeting held on September 30, 2024.

(#)Mr. Suraj Chokhani, Whole-Time Director of the Company was ceased to be member of Board with effect from

February 28, 2025 due to vacation of office of Director pursuant to provisions contained in Section 167(1)(b) of the Act.

d) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are as under:

-Mr. Bharat Shamjibhai Patel, (DIN: 00243783) Chairman and Whole-Time Director

-Mr. Pratik Bhaskarbhai Patel, (DIN: 05262863) Managing Director

Mr. Chirag Rajendrakumar Leuva, (DIN: 03612154) Chief Executive Officer

-Mr. Suraj Chokhani, (DIN: 03547280) Whole-Time Director(#)

Ms. Zarna Hiteshkumar Shah, Chief Financial Officer(@)

Mr. Bharat Thakkar, Chief Financial Officer(~)

Mr. Deepak Jain, Company Secretary and Compliance Officer (*)

Mrs. Raveena Bohra, Company Secretary and Compliance Officer ($)

Mrs. Prerana Joshi, Company Secretary and Compliance Officer (%)

(#) During the year under review, the Board has noted the vacation of office of Director, Mr. Suraj

Chokhani (DIN: 03547280), Whole-Time Director of the Company, with effect from February 28, 2025, pursuant to provisions contained in Section 167(1)(b) of the Companies Act, 2013.

Change in Company Secretary and Compliance

Officer:

(*) During the year under review, Mr. Deepak Kantilal Jain, Company Secretary & Compliance Officer of the Company had tendered his resignation with effect from April 11, 2024. The Board have confirmed his resignation at their meeting held on May 28, 2024.

($) During the year under review, the Board had appointed Mrs. Raveena Bohra, Company

Secretary & Compliance Officer of the Company in their Board Meeting held on May 28, 2024. She had tendered her resignation from the position of Company Secretary & Compliance Officer of the Company with effect from October 31, 2024.

The Board have confirmed her resignation at their meeting held on November 13, 2024.

(%) Further, based on the recommendation of Nomination and Remuneration Committee, Board has appointed Mrs. Prerana Joshi,

Company Secretary & Compliance Officer of the

Company with effect from November 01, 2025, in their Board Meeting held on November 13, 2024.

Change in Chief Financial Officer:

(@) During the year under review, Ms. Zarna

Hiteshkumar Shah, Chief Financial Officer of the Company had tendered her resignation with effect from January 31, 2025. She further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the

Listing Regulations. The Board have confirmed her resignation at their meeting held on March 18, 2025.

(~) Further, based on the recommendation of Audit Committee & Nomination and Remuneration

Committee, the Board has appointed Mr. Bharat

Thakkar, Chief Financial Officer of the Company in their Board Meeting held on March 18, 2025.

e) Committees

The Boards committees focus on certain specific areas and make informed decisions with the authority delegated to them. Each committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with Act and the Listing Regulations. Presently, the Company is having following Board Committees:

-Audit Committee

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the

Companys financial statements, independence, performance and remuneration of the statutory auditors, the performance of internal auditors, etc. The Composition of the Audit Committee meets the requirements of Section 177 of the Act and Listing Regulations. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

During the year under review, five meetings of the

Audit Committee were held i.e. on May 28 2024, August 29 2024, November 13 2024, January 10 2025 and March 18 2025. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
			Held	Attended
1.	Ms. Jija Roy	Chairperson, Non- Executive Independent Director	5	4	80%
2.	Mr. Amit Joshi	Member, Non-Executive Independent Director	5	5	100%
3.	Mr. Bharat Shamjibhai Patel	Member, Executive Director	5	5	100%

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the

Company acts as Secretary of the Committee.

-Nomination and Remuneration Committee

The Nomination and Remuneration Committee formed pursuant to Section 178 of the Act and Listing Regulations, for the purpose, inter alia, to assess the remuneration payable to the Managing Director/ Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on remuneration payable to the senior executives

During the year under review, three meetings of the Nomination and Remuneration Committee were held i.e. on May 28 2024, November 13 2024 and March 18 2025.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
			Held	Attended
1.	Mr. Amit Joshi	Chairman, Non-Executive Independent Director	3	3	100.00%
2.	Ms. Jija Roy	Member, Non-Executive Independent Director	3	3	100.00%
3.	Mr. Utpal Maheshkumar Vaishnav	Member, Non-Executive Independent Director	3	1	33.33%

The Company Secretary of the Company acts as Secretary of the Committee.

-Stakeholders Relationship Committee

Pursuant to Section 178 of the Act and Listing Regulations, the Board has delegated the powers to the committee, inter alia, to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent and to all other matters related thereto.

During the year under review, one meeting of the Stakeholders Relationship Committee were held i.e. on November 13, 2024.

The details of the Stakeholder Relationship Committee meetings attended by its members during FY 2024-25 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2024-25		Percentage of attendance
			Held	Attended
1.	Mr. Amit Joshi	Chairman, Non-Executive Independent Director	1	1	100.00
2.	Mr. Utpal Maheshkumar	Member, Non-Executive	1	1	100.00
	Vaishnav	Independent Director
3.	Mr. Pratik Bhaskarbhai	Member, Executive Director	1	1	100.00
	Patel

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of Listing Regulations. Further, all necessary declarations with respect to independence have been received from all the Independent Directors and along with the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directorsof fulfilthe conditions of Company independence specified in the Act and the Listing Regulations and that they are independent of the management.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors 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) to all independent directors on the board.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on November 13, 2024, inter alia, to discuss:

- Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.

- Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Performance evaluation is integral to enhancing the effectiveness of the Board and its Directors, offering benefitsto both individuals and the Company as a whole.

In accordance with the provisions of the Act, the Board of Directors conducted an annual performance evaluation of the performance of Board as a whole, its Committees, Individual Directors and Chairman of the Board.

The evaluation of the Board encompassed criteria such as the composition and role of the Board, communication and relationships within the Board, functioning of Board Committees and processes, conduct of meetings, review of Executive Directors performance, contribution of Board members to corporate governance, succession planning, and strategic initiatives.

Similarly, the evaluation of Committees focused on their independence, conduct of meetings, frequency and quality of discussions, effectiveness in providing recommendations to the Board, and contributions towards governance and strategic direction. Individual

Directors were evaluated based on their participation and contributions in Board and Committee meetings, representation of shareholder interests, enhancement of shareholder value, expertise in providing strategic guidance, risk oversight, and understanding of the Companys business strategy. The performance of Chairman of the Company and Managing Director was also evaluated at the additional parameters like competence, effective leadership and ability to steer the Meetings.

Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of the performance of the Board and its Committees and of the Directors individually and the findings were thereafter shared with the Board Members as well as the Chairman of the Company. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

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

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.

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

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
the steps taken or impact on conservation of	Your Company is taking due care for using
energy;	electricity in the office. The Company usually
- the steps taken by the company for utilizing	takes care for optimum utilization of energy.
alternate sources of energy;	No capital investment on energy conservation
- the capital investment on energy conservation equipments;	equipment made during the financial year
B) TECHNOLOGY ABSORPTION:
- the efforts made towards technology absorption;	The products of your company are developed using internal know-how; no outside technology is used for operational tasks. As a result, technological immersion is not necessary.
- the benefits derived like product improvement, cost reduction, product development or import substitution;
- in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	This strategy ensures that all products are developed in accordance with our specific standards and gives your company total control over the production process. By continuously innovating and adapting to shifting customer demands, your Company can maintain a competitive edge in the market by relying on internal know-how.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
- the expenditure incurred on Research and Development	Your Company has not incurred any expendi- ture on Research and Development for the Fi- nancial year 2024-25
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:
- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Foreign Exchange Earnings (Rs. In Lakhs):
	For FY 2024-25: 1,434.07
	For FY 2023-24: 1,756.43
	Foreign Exchange Outgo (Rs. In Lakhs):
	For FY 2024-25: 62.60
	For FY 2023-24: 22.97

RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identifiedby the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act, and the related CSR Rules, the Companys net worth, turnover, and net profit for the FY 2025 did not meet the thresholds specified. Therefore, the Company is not required to undertake any CSR activities or prepare a separate

CSR report for the financial year under review.

INSURANCE

Your Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

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

Your Company has always believed in providing a safe workplace for every woman employee working with your Company. Your Company has a policy on the prevention of sexual harassment at the workplace which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. Your Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (ICC) and the same has been duly constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2024-25 and hence, no complaint is pending as on March 31, 2025 for redressal.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:

Your Company is in compliance of the Maternity Benefit

Act, 1961.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant the Regulators / Courts which would impact the going concern status of the Company and its future operations.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at and have been displayed on website www.yudiz.com .

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI (PIT) Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Companys shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company, and during the period(s) when the Trading Window to deal in the Companys shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code can be accessed on the Companys website at www.yudiz.com.

AUDITORS

a. STATUTORY AUDITORS

M/s. Das & Prasad, Chartered Accountant (FRN:

303054E), were appointed as Statutory Auditors of the Company in the Annual General Meeting held on November 30, 2021, to hold the office till the conclusion of the Annual General Meeting to be held in relation to the financial year ended on 2026. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Report issued by M/s. Das & Prasad, Chartered

Accountant (FRN: 303054E), Statutory Auditor for

FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer.

b. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company was falling under criteria of Secretarial Audit for FY 2024-25. The Company had appointed M/s. Shilvi Patel & Associates,

Practicing Company Secretary as Secretarial Auditor of the Company for Financial Year 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Audit Report issued in form MR-3 is annexed as Annexure-C.

c. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 (1) of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed M/s Pranita Singh & Associates,

Chartered Accountants, Membership Number: 440304, as Internal Auditor of the Company for the financial year 2024-25 to conduct periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

MAINTENANCE OF COST RECORDS AND COST AUDIT

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and rules framed thereunder, including any statutory modifications/ amendments thereto for the time being in force, the annual return in form MGT-7 for FY 2024-25 is placed on the Companys website. The same can be accessed at www.yudiz.com.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and remuneration) Rules, 2014 have been annexed as Annexure D.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions which were entered into during the financial year were at arms length basis and were in the ordinary course of business and with the omnibus approval of the Audit Committee. There were no materially significant made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions, wherever applicable, are placed before the Audit Committee. The Company has also implemented a policy on the materiality of related party transactions and their handling, which is accessible on the Companys website i.e. www.yudiz.com.

In compliance with the provisions of Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in the provisions of Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as part of this report as Annexure E.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Internal controls encompass a set of rules, policies and procedures to provide reasonable assurance for achievement of the organizational objectives in operational effectiveness and efficiency, reliable financial reporting and compliance with laws, regulations and policies. Your Companys internal control systems are commensurate with the size and nature of its operations, which records transactions and operations; ensures protection against misuse or loss of the Companys assets; ensures efficiency in operations of the plant and facilitates transparency and accuracy of financial reporting.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

DEPOSITS

During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2025, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

Further, details of monies accepted by the Company if any, from Directors / relatives of Directors have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31, 2025.

WEBSITE

The corporate website is www.yudiz.com reflecting the details and business of the company. Also, the website displays financial & corporate information.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:

Your company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India to the extent applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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, the Company had adopted ‘Whistle Blower Policy for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism.

During the year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at www.yudiz.com.

SAFETY & ENVIRONMENT

Your Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024 25 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2024-25 will also be accessible at the website of the Company i.e. www. yudiz.com.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation

CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENTS

We thank our stakeholders including our clients, vendors, investors, bankers and employees for their continued support. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We thank the Government of India, the Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST authorities, Stock Exchanges and Securities and Exchange Board of India (SEBI), various departments under the state governments for their support, and look forward to their continued support in the future.