Unipro Technologies Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your
Company (‘the Company’) along with the audited "Financial statement for the "Fiscal
Year ended March 31,2024.

1. Financial summary/highlights,

The performance during the period ended 31^st March, 2024 has been as under:

Particulars	Standalone
	2023-24	2022-23
Turnover/Income (Gross)	0	0
Other Income	--	--
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(26,48,817)	(12,43,806)
Less: Depreciation/ Amortization/ Impairment	38,051	76,103
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(26,10,767)	(11,67,703)
Less: Finance Costs	18,075	5,000
Profit /loss before Exceptional items and Tax Expense	(25,92,691)	(11,62,703)
Add/(less): Exceptional items	--	--
Profit /loss before Tax Expense	(25,92,691)	(11,62,703)
Less: Tax Expense (Current & Deferred)	---	—
Profit /loss for the year (1)	(25,92,691)	(11,62,703)
Total Comprehensive Income/loss (2)	---	—
Less: T ransfer to Debenture Redemption Reserve	---	—
Less: T ransfer to Reserves	---	—
Less: Dividend paid on Equity Shares	---	—
Less: Dividend paid on Preference Shares	---	—
Less: Dividend Distribution Tax	---	—
Net Loss for The Period	—	—

2. Performance Review:

During the year under review, the Company has recorded no income and loss of
Rs. 25,92,691 as against no income and loss of Rs 11,62,703 in the previous financial
year ending 31.03.2023.

5. Dividend:

Keeping the Company’s growth plans in mind, your Directors have decided not to
recommend dividend for the year.

6. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company
during the year under review.

7. Material changes & 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 during the end of the Financial Year of the
Company to which the financial statements relate and the date of the report.

8. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and company’s
operations in future.

9. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor
and Education and Protection Fund for the financial year ended 31^st March 2024.

10. Details of utilization of funds:

During the year under review, the Bank has not raised any funds through Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. Details of Nodal Officer:

The Company has designated Mr. D. V. Ramana Reddy as a Nodal Officer for the
purpose of IEPF.

12. Revision of financial statements:

There was no revision of the financial statements for the year under review.

13. Change in the nature of business, if any:

During the period under review and the date of Board’s Report there was no change in
the nature of Business.

14. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended
March 31, 2024 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.

15. Criteria for determining qualifications, positive attributes and independence of a
director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing
Regulations, the NRC has formulated the criteria for determining qualifications, positive
attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an
appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the
Directors are expected to demonstrate high standards of ethical behaviour,
communication skills and independent judgment. The Directors are also expected to
abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)

(b) of the Listing Regulations.

16. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associated
with corporate and business organizations. They understand Company’s business and
activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the
Board has shown all the Independent Directors Company’s business and Floriculture
activities and were also introduced to Company’s staff.

17. Independent director’s familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenario
within the Floriculture Activities, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the
Company, significant development so as to enable them to take well-informed decisions
in timely manner. The familiarization programme also seeks to update the Directors on
the roles, responsibilities, rights and duties under the Act and other statutes. The policy
on Company’s familiarization programme for Independent Directors is hosted on your
Company''s website and its web link is www.uniprolimited.com

18. Mechanism for Evaluation of the Board:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the
provisions of the Companies Act, 2013, The Board of Directors of the Company on
recommendation of Nomination and Remuneration Committee, adopted Board
Evaluation Policy to comply with the various provisions of the Act, the Listing Regulations
and the SEBI circular dated January 5, 2017 which provides further clarity on the process
of Board Evaluation (“SEBI Guidance Note") and SEBI circular dated February 5, 2019.

i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their
performance and fulfilment of the independence criteria prescribed under the Act and
SEBI Listing Regulations; and

ii. Evaluation of the Board of Directors, its Committees and individual Directors, including
the role of the Board Chairman.

An IDs’ meeting, in accordance with the provisions of Section 149(8) read with Schedule
IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was
convened on February 14, 2020, mainly to review the performance of Independent
Directors and the Chairman & Managing Director as also the Board as a whole. All IDs
were present at the said meeting.

The above evaluation was done keeping in view the following factors:

(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board
development, diversity, governance, leadership, directions, strategic input, etc.

(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards,
risk mitigation, sustainability, strategy formulation and execution, financial planning &
performance, managing human relations, appropriate succession plan, external
relations including CSR, community involvement and image building, etc.

(iii) Independent Directors: Participation, managing relationship, ethics and integrity,
Objectivity, brining independent judgment, time devotion, protecting interest of
minority shareholders, domain knowledge contribution, etc.

(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion
of training and development of directors etc.

(v) Committees: Terms of reference, participation of members, responsibility delegated,
functions and duties, objectives alignment with company strategy, composition of
committee, committee meetings and procedures, management relations.

Performance evaluation was done on the scale of 1 to 5, 1 being very poor and 5 being
outstanding. The outcome of performance evaluation is given below:

Categories	Rating (out of 5)
Board as a whole	4.89
Individual Directors
D. V. Ramana Reddy	4.68
K. Ramgopal Reddy	4.78
S. Somshekar	4.46
B. Mallikarjun Reddy	4.59
D. Aparna Reddy	4.73
Audit Committee	4.56
Stakeholder Relationship Committee	4.25
Nomination & Remuneration Committee	4.65

Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:

Observations of Board evaluation carried out for the year
Previous year’s observations and actions taken	Since no observations were received, no actions were taken.
Proposed actions based on current year observations	Since no observations were received, no actions were taken.

19. Composition of Board of Directors:

The composition of the Board of Directors of the company is an appropriate combination
of executive and non-executive Directors with right element of independence. As on
March 31, 2024, the Company’s Board comprised of five Directors, One promoter
Director. In addition, there are two independent Directors and two non -executive
directors on the Board including one-woman Director. In terms of Regulation 17(1) (b) of
SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company
is required to have one half of total Directors as independent Directors. The non¬
executive Directors are appointed or re-appointed based on the recommendation of the

Nomination & Remuneration Committee which considers their overall experience,
expertise and industry knowledge. One third of the non-executive Directors other than
independent Directors, are liable to retire by rotation every year and are eligible for
reappointment, subject to approval by the shareholders.

20. Audit Committee Recommendations

During the year, all recommendations of Audit Committee were approved by the Board
of Directors.

21. Number of Board Meetings:

During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with
Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations
was held on 14.02.2024.

22. Audit Committee Recommendations

During the year, all recommendations of Audit Committee were approved by the Board
of Directors.

23. Number of Board Meetings:

During the year, four meetings of the Board of Directors of the Company were convened
and held in accordance with the provisions of the Act. The date(s) of the Board Meetings
for the period under review are 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with
Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations
was held on 14.02.2024.

24. Attendance of Board Meetings:

Name	No of Meetings held	No of Meetings attended
D. V. Ramana Reddy	4	4
K. Ramgopal Reddy	4	4
S. Somshekar	4	4
B. Mallikarjun Reddy	4	4
D. Aparna Reddy	4	4

25. Committees of the Board:

In compliance with the provisions of Sections 177, 178 of the Act, the Board constituted,
Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship
committee and Risk Management Committee. The details of composition of the
Committees, their meeting and attendance of the members are:

26. Audit Committee: Terms of reference of Audit committee covers all the matters
prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act,
2013.

A. Brief Description of Terms of Reference: - Overview of the Company’s financial
reporting process and disclosure of its financial information to ensure that the financial
statements reflect a true and fair position and that sufficient and credible information is
disclosed.

i. Oversight of the Company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. Recommending the appointment and removal of External Auditors, fixation of audit
fee and approval for payment for any other services;

iii. Review and monitor the auditor’s independence and performance, and effectiveness
of audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:

(a) Matters required to be included in the Directors’ Responsibility Statement to be
included in the Board’s Report in terms of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by
management;

(d) Significant adjustments made in the financial statements arising out of audit
findings;

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management and the
statutory auditors;

vii. Examination of the financial statement and the auditors’ report thereon;

viii. Review and monitor statutory auditor’s independence and performance and
effectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties;

x. Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it is
necessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management, statutory auditors and the internal auditors about the
nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about their findings
with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture-holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and related
matters;

xx. Approval of appointment of Chief Financial Officer after assessing the qualifications,
experience and background, etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct for
Prevention of Insider Trading and supervise its implementation under the overall
supervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Companies Act, 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results of operations;

• statement of significant related party transactions (as defined by the audit
committee), submitted by management;

• management letters / letters of internal control weaknesses issued by the statutory
auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

• Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review the financial
statements, in particular, the investments made by the unlisted subsidiary company.

• Carrying out any other function as may be referred to the Committee by the Board.

• Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.

B. Internal Audit

The Company has adequate internal control and Internal Audit system commensurate
with its size and nature of its business. The Internal Audit Plan is approved by the Audit
Committee and the Internal Auditors directly present their report to the Audit Committee
for their consideration.

C. Composition, Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions of
Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All
members of the Committee are financially literate, with Mr S. Somshekar, as Chairman
of the Committee, having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by its
members during the financial year ended 31st March 2024 are as under:

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. S. Somshekar	Chairman	NED(I)	4	4
Mr. K. Ramgopal Reddy	Member	NED(I)	4	4
Mr. B. Mallikarjun Reddy	Member	NED	4	4

The Audit Committee met 4 times during the financial year 2023-24 and the gap between
any two meetings did not exceed 120 days. The dates on which the Audit Committee
Meetings held were: 30.05.2023, 14.08.2023, 14.11.2023 and 14.02.2024. Requisite
quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board of
Directors.

During the year, the Audit Committee inter alia reviewed key audit findings covering
Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks
affecting the Company which were presented to the Committee. The Chairman of the
Audit Committee briefed the Board members on the significant discussions which took
place at Audit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of the
Company held on 30 September, 2023.

27. Directors and key managerial personnel:

As on date of this report, the Company has five Directors, out of those three are
Independent Directors excluding one Woman Independent Director.

a) Re-Appointment of Directors of the Company:

(i) Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules,2014, Mrs. D. Aparna
Reddy - Whole Time Director & Chief Financial Officer is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Mr. D. V. Ramana Reddy, Managing Director of the company.

• Ms. D. Aparna Reddy - Whole Time Director & Chief Financial Officer.

3. Regulatory Affairs Between the End of Financial Year and Date of Report

The following were the regulatory affairs occurred as on the date of Board’s Report -

> As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April, 2018, the Central
Depository Services (India) Limited (CDSL) was appointed as the Designated Depository
for the purpose of monitoring the Foreign Investment Limits in the Company.

> As per SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated 28th May, 2018,
the Central Depository Services (India) Limited (CDSL) was appointed as the Designated
Depository for the purpose of System Driven Disclosures in Securities Market for the
Company.

4. Green Initiative:

Securities and Exchange Board of India (SEBI) has vide its circular no.
SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20^th April, 2018 mandated that all the
shareholders, whose ledger folio do not have or having incomplete details with respect
to their PAN and Bank particulars, must submit the same to the Registrar and Transfer
Agent (RTA) or the Company.

Your active co-operation is required in this regard and in order to be a part of the green
initiative, to help in conserving trees for a greener India and to enable the Company to
disseminate to you all the requisite documents and information electronically, i.e. through
emails and make payments of dividend directly into your bank account, you are
requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend
amount directly into your bank account through National Automated Clearing House
(NACH), a separate form is attached for providing your bank details, kindly fill and sign
the form and submit with RTA/Company (for shares held in physical form) or with your
depository participant (for shares held in demat form), as the case may be, along with
requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and
submit with RTA/Company (for shares held in physical form) or with your depository
participant (for shares held in demat form), as the case may be, along with requisite
documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the
dividend payment instrument, in case where NACH details are not registered with the
Company / RTA.

5. Statutory Audit and Auditors Report:

The members of the Company at their Annual General Meeting held on 30th September,
2019 have appointed M/s. V Ravi and Co., as statutory auditors of the Company to hold
office until the conclusion of 39th Annual General meeting of the Company.

The existing Statutory Auditors /s. V Ravi and Co., chartered accountants, Hyderabad
will retire at the ensuing Annual General Meeting. Accordingly, pursuant to the provisions
of sections 139 of the companies Act, 2013 read with rules made there under, and based
on the recommendation of the Audit Committee, the Board in its meeting held on
14.08.2024 has appointed M/s M. M. Reddy & Co., Chartered Accountants, Hyderabad
as the statutory auditors of the company, from the conclusion of 39th Annual General
Meeting for a period of five Years till the conclusion of this 44th Annual General Meeting
subject to the approval of members in ensuing Annual General Meeting.

The Auditors’ Report for fiscal year 2023-2024 does not contain any qualification,
reservation or adverse remark. The Auditors’ Report is enclosed with the financial
statements in this Annual Report. The Company has received audit report with
unmodified opinion for Standalone Audited Financial Results of the Company for the
Financial Year ended March 31,2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.

6. Internal auditors:

The Board of Directors based on the recommendation of the Audit Committee has
appointed Mr. I. Ravinder Reddy as the Internal Auditor of your Company. The Internal
Auditors are submitting their reports on quarterly basis.

7. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the
financial year under review under sub Section (12) of Section 143 of the Companies Act,
2013.

8. Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been
taken to conserve energy wherever possible by using energy efficient computers and
purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

9. Insurance:

The properties and assets of your Company are adequately insured.

10. Particulars of loans, guarantees:

The Company has not availed any facilities of Credit and Guarantee.

11. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated
under Regulation 4(3) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is
presented in a separate section forming part of the annual report.

12. Risk management policy:

Your Company follows a comprehensive system of Risk Management. Your Company
has adopted a procedure for assessment and minimization of probable risks. It ensures
that all the risks are timely defined and mitigated in accordance with the well-structured
risk management process.

13. Corporate governance:

A Separate section titled “Report on Corporate Governance” along with the Auditors’
Certificate on Corporate Governance as stipulated under Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as a part of this Annual Report.

14. Committees of the board:

Currently the Board has 4 committees: The Audit Committee, the Nomination and
Remuneration Committee, the Stakeholder Relationship Committee and the Risk
Management Committee. A detailed note on composition of the Board and its committees
is provided in the Corporate Governance Section of the Annual Report.

15. Extract of Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on
the Company’s website URL: www.uniprolimited.com

16. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 7,00,00,000/- divided into 70,00,000
equity shares of Rs.10/- each. The company’s paid up capital is Rs. 6,08, 49,000/-
divided into 60,84,900 equity shares of Rs. 10/- each.

17. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of
independence as prescribed under the provisions of the Companies Act, 2013 and
Regulations 16(1) (b) and 25 of the Listing Regulations such declarations are annexed
herewith as Annexure-1 to this report.

18. Policy on Directors appointment and Remuneration and other details:

The Company’s policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Corporate
Governance Report, which forms part of Annual Report.

19. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2024,
the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on 31^st March 2024 and of the profit
and loss of the Company for the financial year ended 31 March 2024;

c) proper and sufficient care 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) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and,

f) Proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.

20. Secretarial Standards:

The company is in compliance with Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General
Meetings.

21. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations. The Company has a vigil mechanism to deal with fraud and
mismanagement, if any. The policy is on the website of the Company.

22. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of
Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.

23. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and
standard costing system. Moreover, the management team regularly meets to monitor
goals and results and scrutinizes reasons for deviations in order to take necessary
corrective steps. The Audit Committee which meets at regular intervals also reviews the
internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the
Statutory Auditors and the Audit Committee reviews them regularly.

24. Related Party Transactions:

There are no materially significant related party transactions 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.

25. Disclosure about cost audit:

Cost Audit is not applicable for the financial year 2023-24.

26. Ratio of remuneration to each director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014, no remuneration has been paid
to any of the Directors of the Company for the financial year 2023-24.

27. Non-executive directors’ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

28. Industry based disclosures as mandated by the respective laws governing the
company:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

29. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013 read with rules made thereunder, your Company has
constituted Internal Complaints Committee which is responsible for redressal of
complaints related to sexual harassment. During the year under review, there were no
Complaints pertaining to sexual harassment.

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the Rules made
thereunder. With the objective of providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The policy
is available on the website at w[email protected].

As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining
to sexual harassment.

30. Appreciation & acknowledgement:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers,
vendors, as well as regulatory and governmental authorities. Your Directors also thanks
the employees at all levels, who through their dedication, co-operation, support and
smart work have enabled the company to achieve a moderate growth and is determined
to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other "financial institutions and shareholders of the Company like SEBI, BSE,
NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.

For and on behalf of the Board
Unipro Technologies Limited

Sd/- Sd/-

Place: Hyderabad D. Aparna Reddy D. V. Ramana Reddy

Date:13.08.2024 Whole Time Director Managing Director

(DIN: 03298728) (DIN: 02957936)