Uniparts India Ltd

Your Directors have the pleasure in presenting the 31 st Annual Report together with the audited financial statements of Uniparts India Limited (the "Company") for the financial year ended March 31, 2025.

1. Financial Results

The financial performance of your Company for the Financial Year March 31, 2025, is summarized below: -

(Rs. in millions)

2. Financial Statement

The Standalone and Consolidated Financial Statements of your Company for the Financial Year ended March 31, 2025, 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. Results of Operations and State of Company's affairs

On consolidated basis for the financial year 2024-25, your Company achieved total revenue from operations of INR 9,636.97 million as compared to the revenue of INR 11,395.35 million of the previous financial year ended 2023-24, from continuing operations. The profit after tax for the financial year 2024-25, is INR 880.04 million as compared to the profit after tax of INR 1,246.88 million of the previous financial years 2023-24.

On standalone basis for the financial year 2024-25, your Company achieved total revenue from operations of INR 5,738.17 million as compared to its total revenue of INR 7,046.65 million of the previous financial year 2023-24 from continuing operations. The profit after tax for the year 2024-25, is INR 829.25 million as compared to the of INR 1,414.06 million of the previous financial year 2023-24.

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 2024-25, the Board of Directors has declared an interim dividend of Rs. 6.75/- per equity share (i.e., 67.50%) and a second interim dividend of Rs. 7.50/- per equity share (i.e., 75%) in its meeting dated August 08, 2024 and February 06, 2025, respectively.

The Board has decided not to recommend a final dividend for the financial year 2024-25. 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 Company's website at: https://www.unipartsgroup.com/home/code_of_ conduct_policies

6. Material Development during the year

The Uniparts Group has implemented Solar Power Purchase with a Solar Power Producer for contracting a power capacity of 5.5 MWp for manufacturing facilities at Noida units and the power flow has commenced with effect from September 10, 2024. This initiative marks progress towards adopting green energy solutions and reducing our carbon footprints.

During the year, one more manufacturing facility of Uniparts Group has successfully installed and is operating Effluent Treatment Plant (ETP) & Low Temperature Evaporator (LTE). This ETP and LTE have a capacity of 30 KLD each and are part of ongoing ECO initiative aimed at enhancing sustainability and efficiency in our operations. Benefits of the ETP and LTE :-

- Water Conservation

- Energy Efficiency & Cost Saving

- Environmental Impact

- Stringent Environmental Regulatory Compliance.

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

There are no material changes or commitments that occurred after March 31, 2025, which may affect the financial position of the Company or may require disclosure.

8. Share Capital

During FY 2024-25, there was no change in the authorised, subscribed and paid-up share capital of the Company. As on March 31, 2025, 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 subscribed and 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.

9. Employee Stock Option Schemes

As on financial year ended March 31, 2025, the Company has two Employee's Stock Option Schemes ("ESOP Schemes") namely: -

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

ii) Uniparts Employee Stock Option Scheme 2023 ("ESOS 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 rupee 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 SBEB Regulations").

Further, details for employee stock options plans of the Company also form part of the notes to accounts of the financial statements. The Company has obtained certificate(s) from Secretarial Auditor confirming that ESOP 2007and ESOS 2023 have been implemented in accordance with the SEBI SBEB 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 SBEB Regulations are attached to this report as "ANNEXURE-A" as well as on the website of the company at https://www. unipartsgroup.com/home/notices

10. Credit Rating

The present credit rating of the Company is as under:

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, which also reflects their contribution to the overall performance of the company during the period under report, 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 Company's website and can be accessed at https://www.unipartsgroup.com/home/annuat_ report. The financial statements of the subsidiaries, as required, are put up on the Company's website and can be accessed at https://www.unipartsgroup.com/ home/subsidiary_company_report. The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the Company's website at the link: https://www.unipartsgroup.com/ home/code_of_conduct_policies.

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

In line with the requirements of the Act and the Listing Regulations, 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 arm's 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.

Related Party Transactions entered during FY 2024-25 were in compliance with the Act and SEBI Listing Regulations, details whereof are disclosed in Note 40 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS/ applicable accounting standards.

The Policy on Related Party Transactions as approved by the Board is put up on the Company's 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 Company's 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.

The Risk Management Policy of the Company can be accessed at https://www.unipartsgroup.com/home/ code_of_conduct_policies

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/ corporate_social_responsibility_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 Institute of Company Secretaries 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. Paramjit Singh Soni (DIN: 00011616), Vice Chairman and 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 reappointment.

During the year under review, Mr. Alok Nagory (DIN: 00478140) and Ms. Shradha Suri (DIN: 00176902),

Non-Executive Independent Directors, ceased to be directors of the Company, pursuant to completion of their second term of office on August 22, 2024. The Board places on record its deepest gratitude and appreciation towards the valuable contribution made by Mr. Alok Nagory and Ms. Shradha Suri towards the growth and governance of the Company during their tenure as directors of the Company.

Mr. Ajaya Chand (DIN: 02334456) was appointed as a Non-Executive Independent Director of the Company for a period of 3 years (from August 08, 2024 to August 07, 2027), by the Board of Directors in its meeting dated August 08, 2024, based on the recommendation of the Nomination and Remuneration Committee. The Shareholders approved his appointment including tenure in previous Annual General Meeting of the Company held on September 20, 2024.

Mr. Sudhakar Simhachala Kolli has resigned as Chief Executive Officer of Uniparts Olsen Inc. (A US based wholly owned subsidiary) and Group Chief Operating Officer of the Uniparts Group, with effect from November 25, 2024. The Board places on record its deep sense of appreciation for the services rendered by him and for his contributions to the Company.

Ms. Tanushree Bagrodia (DIN: 06965596) was appointed as Whole Time Director of the Company for a term of 3 years (from November 25, 2024 to November 24, 2027), by the Board of Directors in its meeting dated November 25, 2024, based on the recommendation of the Nomination and Remuneration Committee. The Shareholders vide Postal Ballot resolution dated January 03, 2025, approved her appointment as Whole Time Director including tenure. The Board has also approved her appointment as Group Chief Operating Officer in the abovementioned meeting of the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee.

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 Company's operations.

The aforesaid policy is put up on the Company's 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, 2025, the applicable Accounting Standards have been followed and there was no material departure from the same.

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, 2025, 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

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of Listing Regulations, 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 nonindependent 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 held on July 28, 2022 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 report given by the Auditors on the Financial Statements of the Company for financial year 2024-25 forms part of this Annual Report. There have been no qualification, reservation or adverse remarks given by the Auditor in their report affecting the financial position of the Company.

Further, the Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

During the year under review, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Act and the rules framed thereunder, neither to the Company nor to the Central Government.

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 2024-25 as required under Section 204 of the Act and rules made thereunder. The Secretarial Audit Report of the Company and Gripwel Fasteners Private Limited, a material subsidiary company, for the financial year ended March 31, 2025, are annexed herewith marked as "ANNEXURE-C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated February 8, 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance Report for the financial year 2024-25 has also been submitted to the Stock Exchanges within the stipulated timeline.

In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s. Sanjay Grover and Associates, Peer Reviewed Firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct Secretarial Audit for a period of 5 (Five) years commencing from the financial year 2025-26 to 2029-30, for the approval of shareholders in the ensuing Annual General Meeting.

M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company

and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and Listing Regulations.

C. Cost Auditor

The Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration no. 000180) to conduct Cost Audit of the Company for the financial year 2024-25 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report issued during the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.

The Company has received a certificate confirming their eligibility and consent to act as the Cost Auditors for FY 2025-26, in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

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 made and maintained cost accounts and records.

24. Board and its Committees.

A. Meetings of the Board

During the financial year 2024-25, six 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.

The gap between two meetings of the Board was within the time prescribed under the Act and the Listing Regulations.

B. Audit Committee

During the financial year 2024-25, six meetings of the Audit Committee were held. The Audit Committee of the Company comprises Mr. Parmeet Singh Kalra, Non-Executive Independent Director (Chairman), Mr. Ajaya Chand, 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 2024-25, one meeting of the Corporate Social Responsibility Committee was

held. The Corporate Social Responsibility Committee comprises Mr. Gurdeep Soni, Chairman & Managing Director (Chairman), Ms. Celine George, NonExecutive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and Executive Director, as Members. The particulars of the meeting held and attended by each Member are detailed in the Corporate Governance Report.

D. Nomination and Remuneration Committee

During the financial year 2024-25, four meetings of the Nomination and Remuneration Committee were held. The Nomination and Remuneration Committee of the Company comprises Mr. Parmeet Singh Kalra, Non-Executive Independent Director (Chairman), Ms. Celine George, Non-Executive Independent Director, Mr. Ajaya Chand, 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 2024-25, one meeting of the Stakeholders Relationship Committee was held. The Stakeholders Relationship Committee comprises Mr. Parmeet Singh Kalra, Non-Executive Independent Director (Chairman), Mr. Sanjeev Kumar Chanana, Non-Executive Independent Director and Mr. Paramjit Singh Soni, Vice Chairman and Executive Director, as Members. The particulars of the meeting held and attended by each Member are detailed in the Corporate Governance Report.

F. Risk Management Committee

During the financial year 2024-25, two meetings of the Risk Management Committee were held. The Risk Management Committee comprises Mr. Herbert Klaus Coenen, Non-Executive Director (Chairman), Mr. Parmeet Singh Kalra, Non-Executive Independent Director, Mr. Gurdeep Soni, Chairman & Managing Director and Mr. Rohit Maheshwari, Group Chief Financial Officer, as Members. 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 Company's website at the link: https://www.unipartsgroup.com/ home/code_of_conduct_policies.

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 Company's office premises or women service providers are covered under this Policy.

Pursuant to the above provisions, 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 available on the Company's 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 states 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 plans 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 Company's 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 by or against the Company and accordingly, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

ix) There was no instance of one-time settlement with any Bank or Financial Institution. Therefore, there is no reportable instance of difference in the amount of valuation.

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 Company's executives, staff and workers.

For and on behalf of the Board of Directors