Directors Report of Manbro Industries Ltd.

Mar 31, 2025

Your Directors pleased to present the 33^rd Annual Report of Manbro Industries Limited ("the
Company") along with the Audited Financial Statements for the Financial Year ended 31^stMarch, 2025.

1. Financial Summary

During the financial year under review, the Company registered a profit of ? 60.68 Lakh before
tax on a standalone basis and a summary of the financial performance of the Company on a
standalone basis is given below:

Particulars	2024 -25	2023- 24
	(Current Year)	(Previous Year)
Income from Operations	195.70	2,399.88
Other Income	100.13	0.72
Total Income	295.83	2,400.59
Total Expenditure	235.15	2,372.95
Profit/ (Loss) before Tax	60.68	27.64
Less: Current Tax	(0.08)	4.03
Minimum Alternate Tax	--	--
Profit/ (Loss) After Tax	60.76	23.62
Opening Balance of Retained Earnings	(34.92)	(58.54)
Closing Balance of Retained Earnings	25.84	(34.92)
Balance Profit/Loss carry forward to the next year.	60.76	23.62

The Company is not required to give any consolidated accounts since it has no subsidiary,
associate, or Joint Venture Company.

2. Dividend

During the financial year under review, your Board does not recommend any dividend.

3. Share Capital

The authorized share capital of the Company as on 31^st March, 2025, is ? 10,25,00,000 (Rupees
Ten Crore Twenty Five Lakhs only) divided into 1,02,50,000 (One Crore Two Lakh Fifty
Thousand) equity shares of ? 10 each, and the paid-up share capital of the Company as on 31^stMarch, 2025, is ? 5,80,10,500 (Rupees Five Crore Eighty Lakh Ten Thousand Five Hundred
only) divided into 58,01,050 (Fifty Eight Lakh One Thousand Fifty) equity shares of ? 10 each.

During the financial year review, the Company increase its authorized share capital and paid-
up share capital. To meet the requirements of growing business, the Company has come up
with a Preferential Offer, which necessitates increasing the authorised share capital of the
Company by infusion of more Capital into the Company.

The Authorized Share Capital stands at ^5,25,00,000/- (Rupees Five Crore Twenty-Five Lakhs
Only) and it was proposed to increase the same by ^5,00,00,000 / - (Rupees Five Crore Only)
to make it ^10,25,00,000/- (Rupees Ten Crore Twenty Five Lakhs Only).

The Paid- up Share Capital stands at ? 50,10,500/ - (Rupees Fifty Lakh Ten Thousand Five
Hundred only) and it was proposed to increase the same by ? 5,30,00,000 (Rupees Five Crore
Thirty Lakh only) to make it ? 5,80,10,500/ - (Rupees Five Crore Eighty Lakh Ten Thousand
Five Hundred only).

Further, the Company has neither bought back any of its securities nor issued any sweat
equity shares or bonus shares or provided any stock options to its employees during the
financial year under review.

4. Transfer to Reserves

The profit of ? 60.76 Lakh earned during the year has been transferred to the Reserves.

5. Listing With Stock Exchanges

The Company''s Equity Shares are listed on Bombay Stock Exchange and having the stock
code:

BSE Limited (BSE): 512595

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001, Maharashtra, India

International Securities Identification Number (ISIN) of the Company''s equity shares, having
face value of ? 10/- each, is INE348N01034.

Listing fees for the Financial Year 2025-26 have been paid to the Stock Exchanges.

6. Change in Nature of Business, if any

There has been no change in the nature of business of the Company during the financial year
under review.

The company has suitably changed the existing main objects of MOA in order to incorporate
the new activities. Presently, your company is engaged in the business of Manufacture,
import, export, and trade iron and steel products, including GFRP rebar and byproducts and
to produce and deal in eco-friendly building materials such as AAC blocks, cement, and
related products and to establish and operate manufacturing facilities. The Board at its
meeting held on 29^th May, 2025 has approved alteration of the MOA of the Company and
members approval has also sought on 30^th June for the same.

7. Indian Accounting Standards (IND- AS)

Financial Statements of your Company for the financial year ended 31^st March, 2025, are
prepared in accordance with provisions of Indian Accounting Standards (Ind-AS), as notified
under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.

8. Material Changes and Commitments, if any, affecting the Financial Position of the
Company which have occurred between the end of Financial Year of the Company to which
the Financial Statement relate and the date of this Report

During the financial year under review, there was a change in the promoter & promoter group
shareholding due to the takeover/ acquisition of the Company as per Letter of Offer dated 5^thDecember, 2024:

Due to the said restructuring the previous promoter holding of 13,33,49 equity shares which
belong to Mr. Rajiv Gupta, Mr. Kanhaiya Gupta and Mr. Haldher Gupta has been transferred
into the pubic category. Further, the new promoter holding of 42,00,002 equity shares which
belong to Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Kumar Goenka and
Mr. Mangi Lal Goenka is mentioned below:

S. No.	Particulars	No. of Shares held	% of total no. of Shares
1	Dilip Kumar Goenka	19,95,000	34.39
2	Binod Kumar Goenka	11,55,000	19.91
3	Sunil Kumar Goenka	5,25,000	9.05
4	Mangi Lal Goenka	5,25,000	9.05
TOTAL		42,00,002	72.40

9. Details of Directors and Key Managerial Personnel

Directors:

The composition of the Board of Directors of the Company is in compliance with the
provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.

As on the date of this Report, the Board of your Company has an optimal combination of
Executive, Nonâ Executive, Women, and Independent Directors who bring to the table the
right mix of knowledge, skills, and expertise and help the Company in implementing the best
Corporate Governance practices.

With the change in the promoters, there is a change in the Management of your Company.
Your Board has appointed Mr. Dilip Kumar Goenka (DIN: 02057814), Mr. Binod Kumar
Goenka (DIN: 00518869), Mr. Sunil Sharma (DIN: 10940099), Ms. Varsha Bothra and
Mr. Shalen Jain (DIN: 10939486) as Additional Directors of the Company on 12^th February,
2025, and in the Extra- ordinary General Meeting (EGM) of the Company the Members
approved their appointment as Directors of the Company w.e.f. 30^th June, 2025.

Mr. Dilip Kumar Goenka has been appointed as Managing Director of the Company for a
consecutive term of 5 (Five) years w.e.f. 30^th June, 2025.

In terms of Section 152 of the Companies Act, 2013 ("the Act"), Mr. Binod Kumar Goenka
(DIN: 00518869), Director of the Company is liable to retire by rotation at the ensuing 33^rdAnnual General Meeting and being eligible, offers himself for re-appointment. It is ascertained
that the Directors'' appointment is not subject to disqualification mentioned under Sections
164 and 165 of the Act. A brief profile along with the consent of the Director seeking
reappointment is given in "Annexure-C" of the Notice and is part of the Annual Report.

Mr. Rajiv Gupta, Mr. Haldher Gupta, Mr. Kanhiya Gupta, Ms. Shiya, Mr. Pankaj Kumar and
Mr. Rajesh Kumar Raina resigned from the directorship of the Company w.e.f. 12^th February,
2025.

During the financial year under review, the Non-Executive Directors of your Company had
no pecuniary relationship or transactions with your Company.

Your Board confirms that none of the Directors of the Company are disqualified from being
appointed as Director in terms of Section 164 of the Act and necessary declaration has been
obtained from all the Directors in this regard.

The Board plays a pivotal role in guiding the Company''s overall direction by critically
evaluating its strategic plans, governance policies, and operational performance, thereby
reinforcing its commitment to effective oversight and sustainable value creation.

Key Managerial Personnel:

Mr. Bhuwan Singh Taragi resigned as Company Secretary & Compliance Officer of the
Company, effective 14^th November, 2024. Board in its meeting held on 20^th December, 2024,
had appointed Mr. Sajan Jain (ACS: 60771) as Company Secretary & Compliance Officer of
the Company w.e.f. 20^th December, 2024.

Ms. Nalini Gupta resigned as Chief Financial Officer of the Company, effective 12^th February,
2025. Board in its meeting held on 12^th February, 2025, had appointed Mr. Nihit Agarwalla as
the Chief Financial Officer of the Company w.e.f. 12^th February, 2025.

10. Declaration by Independent Directors

In terms of Section 149 of the Act and Regulation 16 (1) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Mr. Sunil Sharma,
Ms. Varsha Bothra and Mr. Shalen Jain are the Independent Directors of your Company. Your
Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that
the Independent Directors are persons of repute, and integrity and possess the relevant
expertise and experience (including proficiency) in their respective fields. Both the
Independent Directors possess requisite qualifications, experience, and expertise and they
hold the highest standards of integrity.

Under the provisions of Section 149 of the Act, both the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149
(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing
Regulations, there has been no change in the circumstances affecting their status as
Independent Directors. The Independent Directors have also confirmed that they have
complied with the Company''s Code of Conduct.

11. Familiarisation Program for Independent Directors

The Independent Directors are regularly informed during meetings of the Board and its
Committees on the business strategy, business activities, and regulatory updates. Whenever
Directors are appointed, they are given a detailed orientation on the Company, industry,
strategy, policies, Code of Conduct, regulatory matters, business, financial matters, and
human resource matters of the Company.

Your Company has a familiarization program for the Independent Directors to familiarize
them with the business model of the Company, their roles, rights, and responsibilities in the
Company, the nature of the industry in which the Company operates, and related matters.

12. Annual Evaluation

The Nomination and Remuneration Policy of your Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance
of individual Directors, Committees of the Board, and the Board as a whole.

The Act requires that a formal annual evaluation needs to be made by the Board of its
performance and that of committees and individual directors, Schedule IV of the Act states
that the performance evaluation of independent directors shall be done by the entire Board of
Directors excluding the director being evaluated.

Your Board formally assesses its performance based on parameters which, inter alia, include
the performance of the Board on deciding long-term strategy, rating the composition and mix
of Board members, discharging of governance and fiduciary duties, handling critical and
dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at
the board meeting, attendance, instances of sharing best practices, domain knowledge, vision,
strategy, engagement with senior management, etc.

The Chairperson(s) of the respective Committees based on feedback received from the
Committee members on the outcome of the performance evaluation of the Committee, share
a report to the Board.

The Independent Directors at their separate meeting review the performance of the NonÂ¬
Independent Directors and the Board as a whole, Chairman of the Company after taking into
account the views of the Executive Director and Non-Executive Directors.

The Chairman of the Nomination and Remuneration Committee leads the performance
evaluation exercise. The outcome of the performance evaluation of the Committees of the
Board and the Board is presented to the Nomination and Remuneration Committee and the
Board of Directors of the Company and key outcomes, and actionable areas are discussed and
acted upon.

13. Compliance with the applicable Secretarial Standards

During the financial year under review, your Company has followed the applicable Secretarial
Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings
(SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the
provisions of Section 118 (10) of the Act.

14. Number of Meetings of the Board

During the financial year under review, your Board met at regular intervals to discuss and
decide on Company/ business policy and strategy. The notice and agenda with notes on each
agenda item for the Board Meeting(s) were circulated as per the provisions of the Act and
Articles of Association of the Company.

Meeting of the Board: 7 (Seven) Meetings of the Board were held during the financial year
under review namely on 30^th May, 2024; 14^th August, 2024; 28^th August, 2024; 14^th November,
2024; 7^th December, 2024; 20^th December, 2024 and 12^th February, 2025. The gap between the
two consecutive board meetings was within the prescribed period of 120 days as specified
under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

Following is the detail of attendance by each of the Directors at the Board Meetings held
during the financial year under review:

S. No.	Name of Director(s)	No. of Board Meetings
S. No.	Name of Director(s)	Entitled to Attend	Attended
1	Mr. Dilip Kumar Goenka	1	1
2	Mr. Binod Kumar Goenka	1	1
3	Mr. Sunil Sharma	1	1
4	Ms. Varsha Bothra	1	1
5	Mr. Shalen Jain	1	1
6	Mr. Raiiv Gupta	7	7

7	Mr. Haldher Gupta	7	7
8	Mr. Kanhiya Gupta	7	7
9	Ms. Shriya	7	7
10	Mr. Pankaj Kumar	7	7
11	Mr. Raiesh Kumar Raina	7	7

*Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Sharma, Ms. Varsha Bothra and Mr. Shalen Jain were
appointed as Additional Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the
approval of shareholders in the EGM w.e.f. 30^th June, 2025.

*Mr. Rajiv Gupta, Mr. Haldher Gupta, Mr. Kanhiya Gupta, Ms. Shriya, Mr. Pankaj Kumar and Mr. Rajesh Kumar Raina
resigned from the directorship of the Company w.e.f. 12^th February, 2025.

15. Committees of the Board

Your Company has constituted 4 (four) committees required under the Act and the SEBI
Listing Regulations for meeting operational convenience. Following are the details set out in
brief for the terms of reference and the constitution of these Committees:

a. Audit Committee:

The Board has set up qualified and Independent Audit Committee in compliance with the
requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act.
During the period under review, the Board of Directors of the Company accepted all the
recommendations of the Audit Committee.

All the members of Audit Committee have the requisite qualification for appointment in the
Committee and possess sound knowledge of finance, accounting practices and internal
controls.

The Audit Committee consists of the following members:

(i) Mr. Sunil Sharma, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Binod Kumar Goenka, Member

During the financial year under review, the Audit Committee met 5 (five) times namely on
30^th May, 2024; 14^th August, 2024; 28^th August, 2024; 14^th November, 2024; and 12^th February,
2025.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

S. No.	Name of Director(s)	No. of Board Meetings
S. No.	Name of Director(s)	Entitled to Attend	Attended
1	Mr. Sunil Sharma	1	1
2	Ms. Varsha Bothra	1	1
3	Mr. Binod Kumar Goenka	1	1
4	Ms. Shriya	5	5
5	Mr. Pankaj Kumar	5	5
6	Mr. Kanhiya Gupta	5	5

* Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Ms. Varsha Bothra were appointed as Additional Director on the Board
of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^thJune, 2025.

* Mr. Kanhiya Gupta, Ms. Shriya and Mr. Pankaj Kumar resigned from the directorship of the Company w.e.f. 12^th February,
2025.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following members:

(i) Mr. Binod Kumar Goenka, Chairperson

(ii) Mr. Sunil Sharma, Member

(iii) Mr. Shalen Jain, Member

During the financial year under review, the Nomination and Remuneration Committee met 2
(two) times namely on 20^th December, 2024 and 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meetings held during the financial year under review:

S. No.	Name of Director(s)	No. of Board Meetings
S. No.	Name of Director(s)	Entitled to Attend	Attended
1	Mr. Binod Kumar Goenka	1	1
2	Mr. Sunil Sharma	1	1
3	Mr. Shalen Jain	1	1
4	Ms. Shriya	2	2
5	Mr. Pankaj Kumar	2	2
6	Mr. Raiesh Kumar Raina	2	2

* Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Mr. Shalen Jain were appointed as Additional Director on the Board of
the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^thJune, 2025.

* Ms. Shriya, Mr. Pankaj Kumar and Mr. Rajesh Kumar Raina resigned from the directorship of the Company w.e.f. 12^thFebruary, 2025.

c. Stakeholder''s Relationship Committee:

The Stakeholder''s Relationship Committee consists of the following members:

(i) Mr. Binod Kumar Goenka, Chairperson

(ii) Ms. Varsha Bothra, Member

(iii) Mr. Shalen Jain, Member

During the financial year under review, the Stakeholder''s Relationship Committee met 4
(Four) time namely on 30^th May, 2024; 14^th August, 2024; 14^th November, 2024; and 12^thFebruary, 2025.

Following is the detail of the attendance of each of the members of the Stakeholder''s
Relationship Committee at its Meetings held during the financial year under review:

S. No.	Name of Director(s)	No. of Board Meetings
S. No.	Name of Director(s)	Entitled to Attend	Attended
1	Mr. Binod Kumar Goenka	1	1
2	Mr. Shalen Jain	1	1
3	Ms. Varsha Bothra	1	1
4	Ms. Shriya	4	4
5	Mr. Haldher Gupta	4	4
6	Mr. Kanhiya Gupta	4	4

* Mr. Binod Kumar Goenka, Ms. Varsha Bothra and Mr. Shalen Jain were appointed as Additional Director on the Board of
the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders in the EGM w.e.f. 30^thJune, 2025.

* Mr. Haldher Gupta, Mr. Kanhiya Gupta and Ms. Shriya resigned from the directorship of the Company w.e.f. 12^th February,
2025.

d. Risk Management Committee:

The Risk Management Committee consists of the following members:

(i) Mr. Dilip Kumar Goenka, Chairperson

(ii) Mr. Sunil Sharma, Member

(iii) Mr. Binod Kumar Goenka, Member

(iv) Mr. Shalen Jain, Member

During the financial year under review, the Risk Management Committee met 1(one) time
namely on 12^th February, 2025.

Following is the detail of the attendance of each of the members of the Risk Management
Committee at its Meetings held during the financial year under review:

S. No.	Name of Director(s)	No. of Board Meetings
S. No.	Name of Director(s)	Entitled to Attend	Attended
1	Mr. Dilip Kumar Goenka	1	1
2	Mr. Sunil Sharma	1	1
3	Mr. Binod Kumar Goenka	1	1
4	Mr. Shalen Jain	1	1
5	Ms. Shriya	1	1
6	Mr. Haldher Gupta	1	1
7	Mr. Kanhiya Gupta	1	1

*Mr. Dilip Kumar Goenka, Mr. Binod Kumar Goenka, Mr. Sunil Sharma and Mr. Shalen Jain were appointed as Additional
Director on the Board of the company w.e.f. 12^th February, 2025 and regularise as Directors by the approval of shareholders
in the EGM w.e.f. 30^th June, 2025.

* Mr. Haldher Gupta, Mr. Kanhiya Gupta and Ms. Shriya resigned from the directorship of the Company w.e.f. 12^th February,
2025.

16. Management''s Discussion and Analysis Report

In terms of provisions of Regulation, 34(2) read with Para B of Schedule V of the SEBI Listing
Regulations, a detailed review of the operations, performance, and outlook of the Company
and its business is given in the Management Discussion and Analysis Report, which is
furnished in "Annexure A".

Part A of Schedule V of SEBI Listing Regulations is with respect to the Related Party
Disclosures. Your Company does not have any holding company or subsidiary company.

Your Company does not have any details of shares in the Demat suspense account/ or
unclaimed suspense account and hence there is no disclosure made as per Part F of Schedule
V of SEBI Listing Regulations.

There were no agreements binding your Company during the financial year under review
and hence there is no disclosure made as per Part G of Schedule V of SEBI Listing Regulations.

17. Corporate Governance

Your Company practices a culture that is built on core values and ethical governance practices
and is committed to transparency in all its dealings. However, the Company is listed on
Bombay Stock exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure
Requirements), Regulations, 2015, the compliance with the Corporate Governance provisions
as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulations 46
and para-C, D and E of Schedule V are now applicable to the Company. Hence Corporate
Governance Report forms part of this Board Report and is furnished in as "Annexure B".

18. CEO and CFO Certification

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by
the Managing Director and Chief Financial Officer of the Company, was placed before the
Board, and the same is enclosed to this Report and forms part of the Annual Report and is
furnished in as "Annexure- D".

19. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 do not apply to the Company and hence, your Company is
not required to adopt the Corporate Social Responsibility Policy or constitute a Corporate
Social Responsibility Committee during the financial year under review.

20. Human Resources

The well-disciplined workforce which has served the Company for the very foundation of the
company''s major achievements and shall well continue for the years to come. The
management has always carried out systematic appraisal of performance. The Company has
always recognized talent and has judiciously followed the principle of rewarding
performance.

21. Director''s Responsibility Statement

As required under Section 134 (5) of the Act, the Directors, to the best of their knowledge and
ability confirm that:

(i) In the preparation of the annual accounts for the financial year that ended 31^st March, 2025,
the applicable accounting standards were followed along with the proper explanation relating
to material departures;

(ii) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of the
state of affairs of the Company as of 31^st March, 2025, and its profit and loss for the financial
year under review;

(iii) 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;

(iv) They have prepared the annual accounts for the financial year 2024-25 on a ''going concern''
basis;

(v) 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

(vi)They have devised proper systems to ensure compliance with the provisions of all the
applicable laws and that such systems are adequate and operating effectively.

22. Company''s policy relating to Appointment, Payment of Remuneration to Directors, and
Discharge of their duties

As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act and on the
recommendation of the Nomination & Remuneration Committee of the Company, the Board
of Directors had approved a Policy which lays down a framework about appointment and
remuneration of Directors, Key Managerial Personnel and the other employees and their
remuneration which are furnished in "Annexure E".

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment
of remuneration to Directors, Key Managerial Personnel, and other employees. The policy
also provides the criteria for determining qualifications, positive attributes, and Independence
of the Director and criteria for appointment of Key Managerial Personnel/Senior
Management while making the selection of the candidates.

The Policy on Appointment and Remuneration of the Directors as approved by the Board is
available on the website of the Company and can be accessed through the web link
https: // www.unimodeoverseas.in/corporate-announcements

23. Particulars of Loans, Guarantees, or Investments made u/s 186 of the Companies Act,
2013

During the financial year under review, your Company has not given any loan or guarantee
made any investment, or provided any security under Section 186 of the Act.

24. Contracts and arrangements with Related Party

In order to transactions with related parties falls under the scope of Section 188(1) of the Act,
the Information on transactions with related parties pursuant to Section 134(3) (h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as per Form AOC-2
which is furnished in as "Annexure- F".

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the period under review there was no energy conservation, technology absorption and
foreign Exchange Earnings.

The information about the conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in as "Annexure G".

26. Statement indicating development & implementation of Risk Management Policy

Your Company has in place a mechanism to identify, assess, monitor, review, and mitigate
various risks to key business objectives that may threaten the existence of the Company. The
major risks identified by the business and functions are systematically addressed through
mitigating actions continuously. The Policy on Risk Management as approved by the Board
is available on the Company''s website and can be accessed through the web link below:
https: // www.unimodeoverseas.in/corporate-announcements

27. Details of significant material orders passed by the Regulators / Courts / Tribunal
impacting the Going Concern status & Company''s Operation in the future

During the financial year under review, the Company has not received any significant orders/
material orders passed by any of the Regulators/ Courts/ Tribunals impacting the ongoing
concern status of the Company and its operations in the future.

28. Vigil Mechanism Policy

Your Company is committed to maintaining an ethical workplace that facilitates the reporting
of potential violations of the Company''s policies and applicable laws. To promote the highest
ethical standards, your Company encourages its employees who have concern(s) about any
actual or potential violation of the legal & regulatory requirements, incorrect or
misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and
any claim of retaliation for providing information to or otherwise assisting the Audit
Committee, to come forward and express his/her concern(s) without fear of punishment or
unfair treatment.

The Policy also provides the mechanism for employee(s) to raise their concerns that could
have a grave impact on the operations, performance, value, and reputation of the Company
and also provides direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is
available on the website at: https://www.unimodeoverseas.in/

29. Deposits

During the financial year under review, your Company has not accepted any deposits within
the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit)
Rules, 2014, and no amount on account of principal or interest on deposits from the public
was outstanding as on the date of the balance sheet.

30. Extract of Annual Return

The Annual Return of the Company in form MGT- 7 as required pursuant to Section 92(3) of
the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration)
Rules, 2014, a copy of the Annual Return for the Financial Year 2024-25, which will be filed
with the Registrar of Companies/MCA, is hosted on the Company''s website and can be
accessed at: https://www.unimodeoverseas.in/

31. Maintenance of Cost Records

During the financial year under review, your Company is not required to maintain Cost
Records as specified by the Central Government under Section 148 (1) of the Act.

32. Registrar and Transfer Agent

During the financial year under review, your Company''s Registrar and Transfer Agent was
Beetal Financial and Computer Services(P) Limited.

33. Remuneration of Directors, Key Managerial Personnel & Senior Management

The disclosure about remuneration and other details, as required to be furnished under
Section 197 (12) of the Act read with Rule 5(1) of Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees
of the Company for the financial year ended on 31^st March, 2025, is NIL as none of the
Directors is paid any remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief
Financial Officer, and Company Secretary in the financial year is NIL.

c. The percentage increase in the median remuneration of employees in the financial year is
NIL.

d. The number of permanent employees on the rolls of the Company is Two (2)

e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration is NIL as no
remuneration was increased to any managerial personnel any time during the financial
year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The
remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in
accordance with the Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Act.

Your Company does not have any employee drawing remuneration in excess of limits
prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. Disclosure regarding the issue of Employee Stock Option

Your Company does not have any Employee Stock Option Scheme/ Plan.

35. Details of Subsidiary, Joint Venture, or Associate Companies

Your Company does not have any Subsidiary Company/Joint Venture/ Associate Company.

36. Statutory Auditor

The members of the Company at its 32^nd Annual General Meeting had appointed M/s Umesh
Amita & Company, Chartered Accountants (FRN: 007238C) as the Statutory Auditor of the
Company to hold office from the conclusion of 32^nd Annual General Meeting till the
conclusion of 37^th Annual General Meeting of the Company.

However, M/s Umesh Amita & Company, Chartered Accountants, to enable the management
make required changes, vide their resignation letter dated 11^th August, 2025 have resigned as
the Statutory Auditor of the Company effective from 11^th August, 2025 which resulted into
casual vacancy in the office of Statutory Auditor as envisaged by Section 139(8) of the
Companies Act, 2013 and Board took note of the same.

The Board of Directors at its meeting held on 26^th August, 2025, as per the recommendation
of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies
Act, 2013, passed resolution for recommendation/ appointment of M/s V.N. Purohit &
Company, Chartered Accountants (FRN: 304040E), to hold office as the Statutory Auditors of
the Company till the conclusion of 33^th AGM and to fill the casual vacancy caused by the

resignation of M/s Umesh Amita & Company, Chartered Accountants, subject to the approval
of the members in the ensuing General Meeting of the Company.

The Board of Directors at its meeting held on 3^rd September, 2025, as per the recommendation
of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any,
of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and
other applicable provisions if any, recommended the appointment of M/s V.N. Purohit &
Company, Chartered Accountants (FRN: 304040E), as Statutory Auditors of the Company to
hold office for a period of five years, from the conclusion of the 33^rd Annual General Meeting
("AGM"), till the conclusion of the 38^th AGM of the Company to be held in the year 2030. The
appointment of M M/s V.N. Purohit & Company, Chartered Accountants (FRN: 304040E) as
Statutory Auditors of the Company is recommended for approval of the shareholders of the
Company.

The basis of recommendation of M/s V.N. Purohit & Company, Chartered Accountants for
appointment as Statutory Auditors are particulars of experience, attributes and skills that
qualify M/s V.N. Purohit & Company, Chartered Accountants for appointment as Statutory
Auditor, are disclosed in the explanatory statement forms part of the AGM Notice.

Auditors'' Report:

Your Company''s Directors have examined the Statutory Auditors'' Report issued by M/s
Umesh Amita & Company, Chartered Accountants (FRN: 007238C) on the Annual Accounts
of the Company for the financial year ended 31^st March, 2025. There are no observations
(including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors
in the Audit Report. Further, the notes to the accounts referred to in the Auditor''s Report are
self-explanatory.

37. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the rules framed there under
Ms. Ritika Wasson, Proprietor of Ritika Wasson & Co., Company Secretaries was appointed
as Secretarial Auditor of the Company and the Secretarial Audit Report issued in Form MR-3
is furnished in as "Annexure H".

Further, the Board at its meeting held on 3^rd September, 2025 has subject to approval of
shareholders of the Company, approved the appointment of Ms. Ritika Wasson, Proprietor of
Ritika Wasson & Co., Company Secretaries as the Secretarial Auditor of the Company for a
term of five years commencing from the financial year 2025-26 up to financial year 2029-2030
at a remuneration fixed by the Board of Directors of the Company in consultation with Audit
Committee from time to time. The said proposal forms a part of the notice of the AGM.

38. Internal Auditor

The Internal Auditor of the Company reports to the Managing Director and the Audit
Committee of the Board. The Internal Auditor reviews and approves a risk-based annual
internal audit plan as per the scope, functioning, periodicity, and methodology for conducting
the internal audit.

M/s Kamal Chopra & Associates, Chartered Accountants performs the duties of internal
auditors of the Company and their Report is reviewed by the audit committee from time to
time.

The Internal Audited Report for the financial year ended 31^st March, 2025 was submitted by
the Internal Auditor for the purpose of Board consideration.

39. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

The observations made in the Auditor''s Report are self-explanatory and do not call for any
further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors and Practicing
Company Secretary have not made any qualifications in their respective Report(s).

40. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013

Your Company has in place a Policy for a free workplace as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013
(POSH, 2013). Your Company has complied with the provision relating to the constitution of
the Internal Committee under POSH, 2013. Your Company is committed to providing a safe
and conducive work environment to all of its employees and associates. During the financial
year under review, no complaints about sexual harassment of women at the workplace under
POSH, 2013 were received by the Company.

41. Internal Control System and Adequacy of Internal Financial Controls

Your Company has an adequate system of Internal Financial Control commensurate with its
size and scale of operations, procedures, and policies, ensuring the efficient and orderly
conduct of its business, including adherence to the Company''s policy, safeguarding of its
assets, prevention, and detection of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of
the assessment, your Board is of the opinion that the Company has an adequate Internal
Financial Control System that is operating effectively during the financial year under review.

There were no instances of fraud that necessitated reporting of material misstatements to the
Company''s operations,

42. Code Of Conduct

The Board has laid down a Code of Conduct ("Code") for Board Members, Managerial
Personnel and for Senior Management Employees of the Company. The Code has been posted
on the Company''s website at: https: / /www.unimodeoverseas.in

All the Board Members and Senior Management Personnel have affirmed compliance with
this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to
Section 149(8) and Schedule IV of Companies Act, 2013 via terms and conditions for
appointment of Independent Directors, which is guide to professional conduct for
Independent directors and has been uploaded on the website of the company at:
https://unimodeoverseas.in/corporate-announcements

43. Details of the application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the period along with their status as of the end of the Period

During the financial year under review and till the date of this Report, your Company has
neither made any application against anyone nor any proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.

44. Difference in Number of Valuations, if any

There were no instances where your Company required the valuation for one time settlement
or while taking any loan from the Banks or Financial Institutions.

45. Caution Statement

Statement in this Annual Report describing the Company''s objectives, expectations or
predictions may be forward-looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement.

46. Acknowledgment

Your Board places on record its gratitude to the government and regulatory authorities
including the BSE Limited and the correspondent banks for their support. Your Board
acknowledges the support of the shareholders and also places on record its sincere thanks to
its valued client for its continued patronage. Your Board also appreciates all employees of the
Company for their sincere work and commitment.

For and on Behalf of the Board of Directors
Manbro Industries Limited

Sd/- Sd/-

Dilip Kumar Goenka Binod Kumar Goenka

(Managing Director) (Director)

DIN: 02057814 DIN: 00518869

Date: 3^rd September, 2025
Place: Guwahati

Mar 31, 2024

The Board of Directors are pleased to present the 32^nd Annual Report of the business and operations of your Company i.e.M/s. Manbro Industries Limited, along with the audited financial statements for the year ended 31^stMarch, 2024

1. FINANCIAL PERFORMANCE

	Year ended March 31, 2024	Year ended
Particulars		March 31,
		2023
Total Income	24,00,59,427	39,23,941
Total Expenditure	23,72,95,009	20,95,688
Profit/(Loss) Before Tax	27,64,418	18,28,252
Current Tax	4,02,869	_-
Minimum Alternate Tax	-	-
Profit/(Loss) After Tax	23,61,549	18,28,252
Opening balance of retained earnings	(58,53,898)	(76,82,150)
Closing balance of retained earnings	(34,92,349)	(58,53,898)
Balance Profit/Loss carry forward to the next year.	23,61,549	18,28,252

2. FINANCIAL PERSPECTIVE OF THE YEAR

â¢ During the year, your Company has earned profit amounting of Rs. 23,61,549.

â¢ EPS for the year is Rs. 4.71 per share as compared to Rs3.65 per share in the previous year.

3. DIVIDENDS

In view to set off the brought forward losses, your directors have been unable to recommend any dividend.

4. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 50,10,500/- During the year the company has not done any material changes in the Paid-up Share Capital of the Company.

5. RESERVE

The profit of Rs. 23,61,549earned during the year has been transferred to the Reserves.

6. CHANGE IN NATURE OF BUSINESS, if any

During the Financial year, Company had altered its object which was approved in previous annual general meeting dated 05^th September, 2023.

The Altered object of the Company is as mentioned below:

âTo carry on the business of importer, exporter, traders, distributor, agents, broker, buyers, seller, dealers, retail traders and manufacturer of all kind of Food and Beverages such as snacks, dairy products, beverages, bakery items, and canned food, packed food, squashes, aerated water, mineral water, syrups, soft drinks, fruit drinks, milk and milk products, food products inter alia includes all categories of whole grains and pulses, rice, spices, organic, spice mixes, spice blends, freeze dried, curry powders/mixtures, oleoresins, extracts, essential oils, spice in brine, pepper, cloves, turmeric, black pepper, cardamom, vegetables, herbs and other food items and carry on the business of canners, preservers, growers of fresh and/or presereable products of vegetables, fruits, herbs, flowers, medicines, drinks, mineral waters, fluids and other and generally to carry on the manufacturing of pickles, chutney, masalas, mixtures, spice powders including turmeric powder, chili powder, coriander powder, cumin etc., vinegars, ketchups, juices, custard powder, powder (edible) drinks, beverages, gelatins, essences, ice creams, milk preparations, table delicacies and other eatables. and beverages of every description. pharmaceuticals, antibiotics drugs, medicines, biological, neurological, healthcare ayurvedic and dietary food supplements products, organic and chemical products, dry salter, mineral waters, wines, cordials liquors, soups, broths and other restoratives or foods and also to deal in medicinal goods such as surgical instruments and contra captive sphotographic goods, oils, perfumes cosmetics, patents medicines, soaps, artificial limbs, hospital requisites, proprietary medicines, veterinary medicines and to carry on business of vialling, bottling, repacking, processing of tablets, capsules syrups, injections, ointment etcâ

7. MATERIAL CHANGE AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

During the financial year, there were following material changes had occurred:

1. There were significant changes in the management of the company.

Following Directors and KMP were appointed/ re-designated:

i) Nalini Gupta as Chief Financial Officer w.e.f 11.08.2023

ii) Rajiv Gupta as Managing Director w.e.f 05.09.2023

iii) Haldher Gupta and Kanhiya Gupta as Excutive Director w.e.f 05.09.2023

iv) Rajesh Kumar Raina as Non-Executive Director w.e.f 05.09.2023

v) Nalini Gupta as Non-Executive Director w.e.f 05.09.2023

vi) Pankaj Kumar as Additional Independent Director w.e.f10.11.2023

Following Directors and KMP were resigned:

i) Diksha Sharma as Chief Financial Officer w.e.f 11.08.2023

ii) Dinesh Kumar Mahawar as Chief Executive Director w.e.f 11.08.2023

iii) Nalini Gupta as Non Executive Director w.e.f 10.11.2023

iv) Rakesh Wadhawan as Independent Director w.e.f 10.11.2023

v) Ashish Kumar Garg as Non Executive Director w.e.f14.02.2024

2. The Company had announced a rights issue on October 3, 2023. However, due to the rejection of the In-principle approval and draft letter of offer by the BSE stock exchange, the Board of Directors had withdrawn the rights issue offer.

8. CORPORATE SOCIAL RESPONSIBILITY

Our Company does not attract the provisions of section 135 of the companies Act, 2013. So, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

9. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the very foundation of the company''s major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^stMarch, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the company for the same period;

c) the directors have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

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

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board as well as directly to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Haldher Gupta, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses (if any) incurred by them for the purpose of attending meetings of the Company.

During the financial year 2023-24, Pursuant to the provisions of Section 203 of the Act, these are the following Key Managerial Personnel/Directors of the Company:

S. No.	Name of the Director/KMP	Designation
1	MR. RAJIV GUPTA	MANAGING DIRECTOR
2	MR. KANHIYA GUPTA	EXECUTIVE DIRECTOR
3	MR. HALDHER GUPTA	EXECUTIVE DIRECTOR
4	MR. RAJESH KUMAR RAINA	NON-EXECUTIVE DIRECTOR
5	MR. ASHISH KUMAR GARG	NON-EXECUTIVE DIRECTOR
6	MS. NALINI GUPTA	NON-EXECUTIVE DIRECTOR
7	MR. PANKAJ KUMAR	ADDITIONAL INDEPENDENT DIRECTOR (NED)
8	MS. SHRIYA	INDEPENDENT DIRECTOR (NED)
9	MR. RAKESH WADHAWAN	INDEPENDENT DIRECTOR (NED)
10	MR. BHUWAN SINGH TARAGI	COMPANY SECRETARY(KMP)
11	MS. NALINI GUPTA	CHIEF FINANCIAL OFFICER(KMP)
12	MS. DIKSHA SHARMA	CHIEF FINANCIAL OFFICER
13	MR. DINESH KUMAR MAHAWAR	CHIEF EXECUTIVE OFFICER

However, During Financial year, Following Directors and KMP were appointed:

a) Nalini Gupta as Chief Financial Officer w.e.f11.08.2023

b) Rajiv Gupta as Managing Director w.e.f05.09.2023

c) Haldher Gupta and Kanhiya Gupta as Excutive Director w.e.f05.09.2023

d) Rajesh Kumar Raina as Non-Executive Director w.e.f05.09.2023

e) Nalini Gupta as Non-Executive Director w.e.f05.09.2023

f) Pankaj Kumar as Additional Independent Director w.e.f10.11.2023

Following Directors and KMP were resigned:

a) Diksha Sharma as Chief Financial Officer w.e.f11.08.2023

b) Dinesh Kumar Mahawar as Chief Executive Director w.e.f11.08.2023

c) Nalini Gupta as Non-Executive Director w.e.f10.11.2023

d) Rakesh Wadhawan as Independent Director w.e.f10.11.2023

e) Ashish Kumar Garg as Non-Executive Director w.e.f14.02.2024

13. BOARD AND COMMITTEE MEETING Number of Board Meetings

The Board of Directors met 5 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two consecutive Board Meetings was within the period prescribed under Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Five (5) Board meetings were held as under:

? 30^thMay, 2023

? 11^thAugust, 2023

? 03^rdOctober, 2023

? 10^th November, 2023

? 14^th February, 2024

Attendance of Directors in Board Meeting

Sr. No.	Name of Directors	No. of Board Meeting
		Entitled	Attended
1	MR. RAJIV GUPTA	5	5
2	MR. KANHIYA GUPTA	5	5
3	MR. HALDHER GUPTA	5	5
4	MR. RAJESH KUMAR RAINA	3	3
5	MR. ASHISH KUMAR GARG	4	4
6	MS. NALINI GUPTA	1	1
7	MR. PANKAJ KUMAR	1	1
8	MS. SHRIYA	5	4
9	MR. RAKESH WADHAWAN	3	3

Number of Committee Meeting

The Audit Committee met 4 Times during the financial Year ended March 31, 2024. The Stakeholders relationship Committee met 1 time during the financial year ended March 31, 2024. The Nomination and Remuneration Committee met 2 times during the Financial Year ended March 31, 2024. The Risk Management Committee met 2 times during the Financial Year ended March 31, 2024. Members of the committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings.

Additionally, during the financial year ended March 31, 2024, the Independent Directors held a separate meeting on 12^thFebruary, 2024 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations andDisclosure Requirements).

14. COMMITTEES OF THE BOARD

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee which has been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

During the year under review, meetings of Audit Committee were held on 30^thMay, 2023, 11^thAugust, 2023, 10^th November, 2023 and 14^th February, 2024 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	No. of Board Meeting
		Entitled	Attended
1	Ms. Shriya (Chairperson)	4	4
2	Mr.Rakesh Wadhawan	3	3
3	Mr. Pankaj Kumar	1	1
4	Mr. Kanhiya Gupta	4	4

All the recommendations made by the Audit Committee in the Financial Year 2023-24 were approved by the Board.

II. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, meetings of Nomination & Remuneration Committee were held on11^thAugust, 2023 and 10^th November, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	No. of Board Meeting
		Entitled	Attended
1	Mr. Rakesh Wadhawan (chairman)	2	2
2	Ms. Shriya	2	2
3	Mr. Ashish Kumar Garg	2	2

The salient feature of the policy of Nomination & Remuneration Committee same has been disclosed under âAnnexure 3â.

III. STAKEHOLDER RELATIONSHIP COMMITTEE:

During the year under review, meeting of Stakeholder Relationship Committee was held on 10th August, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	No. of Board Meeting
		Entitled	Attended
1	Ms. Shriya (chairperson)	1	1
2	Mr. Haldher Gupta	1	1
3	Mr. Kanhiya Gupta	1	1

IV. RISK MANAGEMENT COMMITTEE

During the year under review, meetings of Risk Management Committeewere held on 10^thAugust, 2023 and 9^th November, 2023 and the attendance records of the members of the Committee are as follows:

Sr. No.	Name	No. of Board Meeting
		Held	Attended
1	Ms. Shriya (chairperson)	2	2
2	Mr. Haldher Gupta	2	2
3	Mr. Kanhiya Gupta	2	2

15. PERFORMANCE EVALUATION OF BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

17. AUDITORS

17.1 Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s Sunil Kumar Gupta & Co (Firm Registration No.003645N), Chartered Accountants have been re-appointed as statutory auditors of the company at 27^th Annual General Meeting held on 30.09.2019 for a period of five years till the conclusion of 32^ndAGM.

M/s. Umesh Amita & Co., Chartered Accountants (ICAI Firm Registration No.007238C) has proposed to appoint in this Annual General Meeting as statutory auditor of the company to hold office for a term of five consecutive years from the conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company to be held in the year 2029.

The Observations of the Statutory Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, do not call for any further explanation and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

17.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Divya Rani, Practicing Company Secretary (Membership No. A64841) was appointment to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 1''.

17.3 Cost audit & records:

Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the financial year 2023-24 and records are not maintained.

17.4Internal Auditors

M/s.Sharma V K & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

The Internal Audited Report for the financial year ended 31^st March, 2024 was submitted by the Internal Auditor for the purpose of Board consideration.

18. RISK MANAGEMENTFRAMEWORK

The Company recognizes Risk Management as an integrated, forward-looking and process-orientated approach. It has developed a Risk Framework that broadly encompasses: aligning risk appetite and strategy; enhancing risk response and reducing operational surprises. During the year, Risk Management Core Team comprising of representatives of various functions and business had carried out risk assessment exercise to identify the various significant risks associated with the business operations and mitigation plans to address such risks. Material risks and mitigation plans were reviewed by the Risk Management Committee and then presented to the Board.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted vigil mechanism policy. This policy is posted on the website of company.

20. RELATED PARTY TRANSACTIONS

In order to transactions with related parties falls under the scope of section 188(1) of the Act, the Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as per are as per Form AOC-2.

21. DISCLOSURES OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, no orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The observations made in the Auditor''s Report are self-explanatory and do not call for any further comments u/s 134(3) (f) of the Companies Act, 2013. The Auditors and Practicing Company Secretary have not made any qualifications in their respective report.

23. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However, the Company is listed on Bombay Stock exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulations 46 and para-C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no energy conservation, technology absorption and During the financial year, the foreign exchange earnings was Rs. 70,36,319.77/-

25. ANNUAL RETURN

The Annual Return of the Company in form MGT-7 as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the Company at https://www.unimodeoverseas.in

26. AUDIT COMMITTEE RECOMMENDATIONS

During the financial year, all the recommendations of the Audit Committee were accepted by the Board.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The Ratio of Remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2023-24 is annexed at "Annexure-2â.

28. CEO and CFO Certification

The certificate required under Regulation 17(8) of SEBI Listing Regulations, duly signed by the Chief Executive Officer and Chief Financial Officer of the Company was placed before the Board. The same is provided as âAnnexure-5â to this report.

29. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans, guarantees and investment covered under the provisions of section 186 of the Companies Act, 2013.

31. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary company or Joint Venture or Associate Companies of the Company.

32. LISTING OF SHARES

The Securities of the Company are listed on Bombay Stock Exchange. The Listing fee for the Financial Year 2023-24has paid to the Bombay Stock Exchanges.

33. PREVENTION OF SEXUAL HARASSMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

35. INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

36. DIFFERENCE IN NUMBER OF VALUATIONS, IF ANY

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

37. NON-DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same from the Practicing Company Secretary is annexed as âAnnexure-4â.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the Annual report and forms a part of the Annual report.

39. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to Regulation 9 of SEBI(LODR), 2015 the company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & Regulation 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the company on https://unimodeoverseas.in/corporate-announcements.

40. FRAUD REPORTING

There was no fraud disclosed during the Financial Year 2023-24.

41. CODE OF CONDUCT

The Board has laid down a Code of Conduct (âCodeâ) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. The Code has been posted on the Company''s website at https://unimodeoverseas.in/corporate-announcements

All the Board Members and Senior Management Personnel have affirmed compliance with this Code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV of Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is guide to professional conduct for Independent directors and has been uploaded on the website of the company at following web link https://unimodeoverseas.in/corporate-announcements

42. CAUTION STATEMENT

Statement in this Annual Report describing the Company''s objectives, expectations or predictions may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

43. ACKNOWLEDGEMENTS

Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders -Clients, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

For & On Behalf of The Board of Directors M/S Manbro Industries Limited

Registered Office: C 18 Shivaji Park,

Punjabi Bagh, New Delhi-110026 CIN:L47211DL1992PLC048444

Place: New Delhi Date: 28.08.2024

Sd/- Sd/-

Rajiv Gupta Haldher Gupta

Managing Director Director

DIN:01236018 DIN:08168505

Mar 31, 2014

Dear Shareholders,

We are pleased to present the 22nd Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31st March 2014. The Financial Highlights for the year under review are given below:

Financial Results

2013-14 (In Rs.) 2012-13 (In Rs.) (In Lacs) (In Lacs)

Total Income 2.27 2.65

Profit / (Loss) before Interest and (173) (2.29) Tax Interest 0 0

Profit / (Loss) before Tax (1.73) (2.29)

Profit / (Loss) before Tax (1.73) (2.29)

Provision for Taxation 0 0

Profit / (Loss) after Tax (1.73) (2.29)

Dividend

In view of the brought forward and current year losses, your Directors have been unable to recommend any dividend. Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities at a larger scale. The management will emphasize on leveraging its Trade Mark ''UNIMODE'' in the market and will create long term assets for all stakeholders of the Company.

Performance

During the year under review, the Company was unable to resume its trading activities due to some financial problems and the Company was unable to attain the desired level of T urnover

The Loss before tax was Rs. 172,359.60 and No profit was carried to the Balance Sheet. The loss is due to reason that company is unable to resume its trading activities. The performance of the Company is expected to get improved in the coming years..

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 2013 and the Articles of Association of the Company, Smt. Madhu Goyal, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment as non-executive Directors.

During the period, Shri Jatinder Kumar Nangia and Shri Ranjan Kapoor were appointed as Independent Additional Director of the Company w.e.f 21/10/2013 and 11/07/2014 respectively. However, Mr. Sanjay Dhawan resigned from the post of Director of the Company w.e.f. 21/10/2013.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i. that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

Particulars of Energy, Technology and Foreign exchange

A- Energy conservation - NIL

B- Technology absorption - NIL

C- Foreign Exchange earnings and out go - NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee.

Auditors

M/s K.L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, have expressed their unwillingness to continue as Statutory Auditors. M/s Sunil Kumar Gupta & Co., Chartered Accountants are proposed to be appointed as Statutory Auditors of the Company in place of retiring auditor and Company has received a certificate from them that if appointment if made would be within prescribed limits under Section 139 of the Companies Act, 2013.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act'' 1956.

Audit Committee recommendations

The Audit Committee of the Company has been constituted with Shri Rakesh Jain and Smt. Madhu Goyal as Members and Sh. Jatinder Kumar Nangia as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Appreciation

Your Directors greatly appreciate the efforts of all the creditors and Investors for the support.

For and on Behalf of the Board

Date: 28th August, 2014 Jatinder Kumar Nangia Ranjan Kapoor Unimode Overseas Limited Director Director CIN No.L51909DL1992PLC048444 DIN No.06767274 DIN No. 00479483 Regd. Office: 16-A-17, First Floor, Ajmal Khan Road, W.E.A., New Delhi-110005

Mar 31, 2013

Dear Shareholders,

The are pleased to present the Twenty First Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor''s Report for the Financial Year ended as on 31s1 March 2013. The Financial Highlights for the year under review are given

Financial Results 2012-13 2011-12 (Rs.) (Rs.)

Total Income 264,833.00 7,017,507

Profit I (Loss) before Interest and Tax (228,712.49) (92,534.00)

Interest 0 0

Profit/Loss before Tax (228,712.49) (92,534.00)

Provision for Taxation 0 0

Profit /(Loss) after Tax (228,712.49) (92,534.00)

Performance

During the year under review, the Company has earned Gross Income of Rs. 264,833.00, which is substantially lower in comparison to previous year.

The company has incurred a loss of Rs. 228,712.49/- in comparison to the loss of Rs. 92,534.00/- in previous year. The company could not revive its business due to weak economic conditions and lack of adequate capital to run the business. The Board is taking various steps to raise funds for the company and it is expected that the performance of the company will improve in the coming years.

Dividend

In view of the brought forward losses, your Directors are unable to recommend any dividend.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review. Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Smt. Madhu Goyal, Director of the Company is retiring by rotation and being eligible, offers herself for re-appointment and Mr. Narendra Kumar Goyal Independent Director of the Company resigned from board.

Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark ''UNIMODE'' in the market and will create long term assets for all stakeholders of the Company. The Company''s performance is expected to show an improvement.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31sMarch, 2013 on a ''going concern'' baSte.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: - NIL , Personnel and Particulars of Employees

During the year, the Company did not have any employee drawing a salary of Rs. 5 Lakh per month or more. t

Auditors

M/s S. C. Garg & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for appointment as statutory auditors. The Company has received a certificate from them that their appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors'' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation uI s 217(3) of the Companies Act'' 1956.

Audit Committee Recommendations

The Audit Committee of the Company comprises of Smt Madhu Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee. The Audit Committee recommended the approval of accounts.

Corporate Governance Report

The Company is complying Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance along with Certificate from K.L Datta & Co.,

Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors'' Report.

Acknowledgements

Your Directors are grateful to the Shareholders for their support and co-operation extended to the Company for many years.

For and on Behalf of the Board

Rakesh Jain Madhu Goyal

Director Director

Place: New Delhi

Date : 16th August, 2013

Mar 31, 2011

We are pleased to present the Nineteenth Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditor's Report for the Financial Year ended as on 31sl March 2011. The Financial Highlights for the year under review are given below:

Financial Results

2010-11 2009-10 (Rs) (Rs)

Total Income 70,89,691 10,40,121

Total Income 77,15,525 68,34,691

Profit / (Loss) before Interest and Tax, 7,69,025 4,66,131

Interest 0 0

Profit / (Loss) before Tax 7,69,025 4,66,131

Profit/Loss before Tax 7,69,025 4,66,131

Provision for Taxation 152620 78,530

Profit /(Loss) after Tax 616135 3,87,601

Performance

During the year under review, the Company have started trading activities and achieved a turnover of Rs. 77,15,525.

The profit before tax was Rs. 7,69,025/- and Net Loss after adjustment of accumulated loss was Rs. 48140521.39. The performance of the Company is expected to be better in the coming years.

Dividend

In view of the brought forward losses, your Directors have been unable to recommend any dividend. Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark 'UNIMODE' in the market and will create long term assets for all stakeholders of the Company,

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Smt. Madhu Goyal and Shri Rakesh Jain, Directors of the Company are retiring by rotation and being eligible, offers themselves for re-appointment as non-executive Directors.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a 'going concern' basis.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: - NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee drawing a salary of Rs. 5 Lakh per month or more.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1B) of the Companies Act, 1956.

Auditors' Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act' 1956.

Audit Committee Recommendations

The Audit Committee of the Company has been constituted with Shri Narinder Kumar Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith Certificate from K.L Datta & Co., Chartered Accountants, confirming level of Compliance is annexed and forms part of the Directors' Report.

Appreciation

Your Directors greatly appreciate the efforts of all stakeholders for the support.

For and on Behalf of the Board

Rakesh Jain Madhu Goyal

Director Director

Mar 31, 2010

We are pleased to present the Eighteenth Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditors Report for the Financial Year ended as on 31st March 2010. The Financial Highlights for the year under review are given below:

Financial Results 2009-10 2008-09

Total Income 70,89,691 10,40,121

Profit / (Loss) before Interest and Tax, 4,66,131 8,38,556

Interest 0 0

Profit / (Loss) before Tax 4,66,131 8,38,556

Profit/Loss before Tax 4,66,131 8,38,556

Provision for Taxation 78,530 95,910

Profit/(Loss) after Tax 3,87,601 7,42,646

Performance

During the year under review, the Company have started trading activities and achieved a turnover of Rs. 68,34,691.

The profit before tax was Rs. 4,66,131/- and Net profit carried to the Balance Sheet is Rs. 3,87,601. The performance of the Company is expected to be better in the coming years.

Dividend

In view of the brought forward losses, your Directors have been unable to recommend any dividend.

Business Operations Overview & Future Outlook

The Company is planning to raise funds and start trading and manufacturing activities in the larger scale. The management will emphasize on leveraging its Trade Mark UNIMODE in the market and will create long term assets for all stakeholders of the Company.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Sandeep Gupta and Shri Narinder Kumar Goyal, Directors of the Company are retiring by rotation and being eligible, offers themselves for re-appointment as non-executive Directors.

During the period, Shri Sanjay Dhawan was appointed Additional Director of the Company. Mrs. Madhu Goyal, Director of the Company joined the promoter group and she is not an Independent Director of the Company.

During the year, Shri Indra Mohan Gupta and Shri Ashish Gupta, Directors of the Company have resigned. The Board places on record its gratitude for the services rendered by them during the tenure of their Directorship of the Company.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2010 on a going concern basis.

Particulars of Energy, Technology and Foreign Exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go: NIL

Personnel and Particulars of Employees

During the year, the Company did not have any employee.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re- appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act 1956.

Audit Committee Recommendations

The Audit Committee of the Company has been constituted with Shri Narinder Kumar Goyal, Shri Sanjay Dhawan as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attain high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith Certificate, confirming level of Compliance is annexed and forms part of the Directors Report.

Appreciation

Your Directors greatly appreciate the efforts of Liquidator and Investors for the support.

For and on Behalf of the Board

Rakesh Jain Narinder Kumar Goyal

Director Director

Mar 31, 2009

We are pleased to present the 17th Annual Report of Unimode Overseas Limited together with Audited Financial Statements and Auditors Report tor the Financial Year ended as on 31st March 2009. The Financial Highlights for the year under review are given below:

Financial Results 2008-09 2007-08 (Rs) (Rs.)

Total Income 10,40,121 -

Profit / (Loss) before Interest and Tax, 8,38,556 (11,08,029)

Interest - -

Profit/Loss before Tax 8,38,556 (11,08,029)

Provision for Taxation 95,910 -

Profit /(Loss) after Tax 7,42,646 (11,08,029)

Performance

During the year under review, the management of the Company proposed for voluntary winding up of the Company. Later on, a section of shareholders who could not attend the Meeting had requisitioned an Extra Ordinary General Meeting to declare the winding up proceeding undertaken as null and void.

The Company had earned Rs. 10,40,121/- as interest on Income Tax Refund and assignment of debt, which was treated bad debt in the earlier years.

Dividend

In view of the brought forward losses, your Directors have not recommended any dividend.

Business Operations Overview ft Future Outlook

The Company is not pursuing any serious business as of now. It is proposing to start trading in fabric, garments etc. and also to leverge UNIMODE the Trade Mark of the Company.

Fixed Deposits

The Company has not accepted any deposits during the financial year under review.

Directors

In terms of the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Indra Mohan Gupta, Director of the Company retire by rotation and being eligible, offer himself for re-appointment as non-executive Director.

During the period, Shri Narinder Kumar Goyal, Smt. Madhu Goyal and Shri Rakesh Jain were appointed Additional Directors of the Company.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, Directors confirm:

i) that in the preparation of the Annual Accounts for the Year ended 31st March, 2009, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2009 on a going concern basis.

Particulars of Energy, Technology and Foreign exchange

A. Energy conservation - NIL

B. Technology absorption - NIL

C. Foreign Exchange earnings and out go - NIL

Personnel and Particulars of Employees During the year, the Company did not have any employee.

Auditors

M/s K. L. Datta & Company, Chartered Accountants, Statutory Auditors of the Company, retire

at the conclusion of the ensuing Annual General Meeting, being eligible offer themselves for re-appointment. The Company has received a certificate from them that their re-appointment if made would be within prescribed limits under Section 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors Report is self explanatory and therefore do not call for any further explanation u/s 217(3) of the Companies Act 1956.

Audit Committee recommendations

The Audit Committee of the Company has been re-constituted with Shri Narender Kumar Goyal,Mrs. Madhu Goyal as Members and Shri Rakesh Jain as Chairman of the Committee.

Corporate Governance Report

The Company has started compliance of Clause 49 of Listing Agreement. It strives to attaing high standards of corporate governance while interacting with all our stakeholders.

A separate section on Corporate Governance alongwith from Chartered Accountants K.L. Datta & Company, confirming level of Compliance is annexed and forms part of the Directors Report.

Appreciation

Your Directors greatly appreciate the efforts of Liquidator and Investors tor the support.

For and on Behalf of the Board

Sandeep Gupta Narinder Kumar Goyal Director Director

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