Directors Report of Ultra Wiring Connectivity Systems Ltd.

Mar 31, 2025

The Directors are pleased to present to you the 20th Annual Report on the business and operations of
the Company along with the Audited Annual Financial Statements and the Auditors’ Report thereon for
the financial year ended March 31, 2025. The financial highlights for the year under review are given
below:

1. FINANCIAL SUMMARY:

The Financial Statements for the Financial Year ended on March 31, 2025, forming part of the
Director’s Report, have been prepared in accordance with the Companies Act, 2013 and the rules made
thereunder.

Particulars	2024-25	2023-24
Revenue from Operations	5,58,524.24	4,19,059.81
Other Income	1,845.91	438.23
Total Income	5,60,370.15	4,19,498.03
Expenses
Production Cost	3,62,439.74	2,60,241.84
Changes in inventories of Finished goods, work-in- progress, Stock in Trade	10,563.66	(6,139.63)
Employee Benefit Expenses	61,444.73	65,099.17
Finance Cost	5,301.07	4,878.44
Depreciation and Amortization expenses	11,891.21	11,019.86
Other Expenses	69,695.52	56,296.35
Total Expenses	5,21,315.93	3,91,396.02
Net Profit Before Exceptional Items and Tax	39,054.22	28,102.01
Exceptional items
Net Profit Before Tax	38,597.94	28,102.01
Tax Expenses	11,065.41	8615.54
Profit for the Year	27,988.81	19,486.47

2. TRANSFER TO RESERVE:

During the year under review, the Company has transferred Rs. 2,79,88,810/- to General Reserve for
future expansion and to face the existing market challenges.

3. DIVIDEND:

Considering the funds requirement for future expansion and to face the existing market challenges, no
dividend is proposed to the members for Financial Year 2024-25, as per the Companies (Declaration
and Payment of Dividend) Rules, 2014.

4. STATE OF AFFAIRS/ HIGHLIGHTS:

The Company operates in the auto components industry and is engaged in the production and
manufacturing of Couplers, Connectors and allied products such as Blade Fuses and Wiper Blades for
OEMs and Tier 1 manufacturers. The total revenue from operations for FY 2024-25 stood at ^5,603.70
Lakhs, as against ^4,194.98 Lakhs in the previous year, reflecting a growth of approximately 33.57%.
The Profit Before Tax (PBT) of the Company has increased by 37.35%, rising to ^385.98 Lakhs in FY
2024-25, compared to ^281.02 Lakhs in the previous financial year.

5. FUTURE OUTLOOK:

This is to inform you that the Company has started the construction of a new manufacturing plant. The
new facility is being established to produce pin-connectors used in semi-conductor applications which
depends heavily on market trends, technology shifts, and the company’s position in its respective
industries. The Company focused on expansion and product diversification strategy.

6. WEB LINK OF ANNUAL RETURN:

In accordance with the Companies Act, 2013, Annual Return in the prescribed format is available at
Company’s website at https://www.ultrawiring.com.

7. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes or commitments occurred between the end of the financial year to
which the financial statements relate and the date of this report that affect the financial position of the Company.

8. DETAILS OF SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES:

The Company does not have any subsidiary, associate and joint venture Companies at the end of
the year.

9. CHANGE TN DIRECTORSHIP:

There has been no change in the constitution of the Board during the financial year under review i.e.
the structure of the Board remains the same.

10. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the Company in
accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

11. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has duly followed the applicable Secretarial standards, relating to Meeting of the Board
of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India
(ICSI).

12. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors duly met 9 (Nine) times during the financial year from 01.04.2024 to
31.03.2025. The intervening 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 Listing
Regulations.

Following is the attendance of each of the Directors at the Board Meetings held during the period under
review:

S. No.	Date of meeting	Total Number of Directors as on the date of meeting	Attendance
			Number of Directors attended	% of Attendance
1.	08.04.2024	4	4	100%
2.	27.05.2024	4	4	100%
3.	10.07.2024	4	4	100%
4.	22.07.2024	4	4	100%
5.	28.08.2024	4	4	100%
6.	14.11.2024	4	4	100%
7.	19.12.2024	4	4	100%
8.	06.02.2025	4	4	100%
9.	31.03.2025	4	4	100%

13. COMMITTEES OF THE BOARD:

a. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions
of Section 177 of the Act. All members of the Committee are financially literate and have accounting
or related financial management expertise.

The Terms of reference broadly includes the following:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors
of the company;]

(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the auditors’ report thereon;

(iv) approval or any subsequent modification of transactions of the company with related
parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

The Audit Committee consists of the following members:

(i) Mr. Aditya Mathur

(ii) Mr. Rajinder Kumar Ahuja

(iii) Mr. Sanjay Mathur

The Audit Committee duly met 5 (Five) times during the financial year from 01.04.2024 to
31.03.2025.

All the recommendations of the Audit Committee were accepted by the Board during the year under
review.

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.

Date of meeting

Total Number of Directors as on the date of meeting

Attendance

			Number of Directors Attended	% of attendance
1.	27.05.2024	3	3	100%
2.	10.07.2024	3	3	100%
3.	22.07.2024	3	3	100%
4.	28.08.2024	3	3	100%
5.	14.11.2024	3	3	100%

Role of Audit Committee is wide but not limited to Company’s oversight financial reporting process,
internal controls, risk management systems and compliance with applicable laws. The Company also
adheres to the regulatory requirements related to the functioning and disclosures of the Audit
Committee.

b. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy,
is available at Company’s website at https://www.ultrawiring.com.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors’
appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

(i) Mr. Aditya Mathur

(ii) Mr. Rajinder Kumar Ahuja

(iii) Mr. Sanjay Mathur

The Nomination and Remuneration Committee duly met 3 (Three) times during the financial year from
01.04.2024 to 31.03.2025.

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

S. No.	Date of meeting	Total Number of Directors as on the date of meeting	Attendance
			Number of Directors Attended	% of attendance
1.	08.04.2024	3	3	100%
2.	28.08.2024	3	3	100%
3.	06.02.2025	3	3	100%

c. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is responsible for overseeing and resolving shareholder
grievances and ensuring effective communication between the Company and its stakeholders.

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section
178(5) of the Companies Act, 2013. The Committee presently comprises of following three (3)
Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Rajinder Kumar Ahuja	Chairman	Non-Executive and Independent Director
Mr. Aditya Mathur	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors confirm: -

1. That in the preparation of Annual Accounts, the applicable accounting standards have
been followed and there are no material departures;

2. That we 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 at March 31, 2025 and of the losses of the
Company for the period ended March 31, 2025;

3. That we 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 frauds and
other irregularities;

4. That we have prepared the Annual Accounts on a going concern basis;

5. That we have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;

6. That we have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. SHARE CAPITAL:

There is no change in the Authorized and paid-up Share Capital of the Company during the period under

review.

The Authorized Share Capital of the Company is Rs. 5,50,00,000.00 divided into 55,00,000 Equity

Shares of Rs. 10/- each.

The paid-up Equity Share Capital of the Company is Rs. 5,20,35,710.00 divided into 52,03,571 Equity

Shares of Rs. 10/- each.

Shares with differential voting rights and sweat equity shares:

The Company has not issued shares with differential voting rights and sweat equity shares during the

year under review.

16. PARTICULARS OF LOANS AND INVESTMENT:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

17. DETAILS OF RELATED PARTY TRANSACTIONS:

The Board has amended the Policy on Related Party Transactions as required under the Listing
Regulations and in accordance with the recommendations of Institutional Investor Advisory Services
(IiAS), which is available on the website of the Company at https://www.ultrawiring.com/pdf/policy-
on-materiality-of-related-party-20- 12-2021.pdf.

All contracts/arrangements/transactions entered into by the Company during the year under review with
related parties were in the ordinary course of business and on arm’s length basis in terms of provisions
of the Act. Further, there were no contracts or arrangements entered into under Section 188(1) of the
Act, hence no justification have been separately provided in that regard. The details of the related party
transactions as per Indian Accounting Standards are set out in Note 31 to the financial statements of the
Company.

The Company in terms of regulation 23(9) of the Listing Regulations have disclosed the statement of
related party transactions on a consolidated basis for the half year ended on 30 ^th September 2024 and
31^st March 2025 to the Stock Exchanges.

However, there are no materially significant related party transactions during the financial year made
by the Company, thus, disclosure in Form AOC-2 is not required.

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

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in
respect of conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the company during the year under review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of Foreign exchange earnings and outgo are as follows (in Rs)

Particulars	2024-25
Foreign Exchange Earned	26,860.00
Foreign Exchange used for Import Purchase and Capital Goods	10095678.40

19. RISK MANAGEMENT POLICY:

Risk management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and control the probability or impact of unfortunate events or
to maximize the realization of opportunities. The Company has laid down a comprehensive Risk
Assessment and Minimization Procedure which is reviewed by the Board from time to time. These
procedures are reviewed to ensure that executive management controls risk through means of a properly
defined framework.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
is not applicable to the Company as the Company does not fall under the prescribed criteria.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS:

During the year under review, there have been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in future.

22. ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and its powers) Rules, 2014, the Company has adopted Whistle Blower
Policy/ Vigil Mechanism for directors and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards
against victimization of directors/ employees who avail of the Mechanism.

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the
Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on
the web site of the Company viz. www.ultrawiring.com.

23. DEPOSITS:

The Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its directors informed of the activities of the Company, its
management, operations and provides an overall industry perspective as well as issues faced by the
industry. The Policy on Familiarization Program adopted by the Board of director and details of the same
are available on the Company’s website under the Investors Relations section of the website at
www.ultrawiring.com.

25. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the annual evaluation has been carried out by the Board of its own
performance, of its committees and Directors by way of individual and collective feedback from Directors.
The Directors expressed their satisfaction with the evaluation process.

26. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Bigshare Services Pvt. Ltd. was the Registrar and Transfer Agent of the
Company.

27. DETAILS OF EMPLOYEE STOCK OPTIONS:

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

28. STATUTORY AUDITOR:

In terms of provisions of Section 139 of the Act, M/s Kishore & Kishore, Chartered Accountants (Firm
Registration No. 000291N) is the Statutory Auditors of the Company appointed in the 19^th Annual
General Meeting (AGM) for the period of 5 (five) consecutive years from the conclusion of 19 ^th AGM
till the conclusion of the 24^th AGM. The Report given by M/s Kishore & Kishore, on the financial
statements of the Company for the FY 2024-25 is part of this Integrated Annual Report. There has been
no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Therefore, it does not call for any further comments. Also, the Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the Companies Act, 2013.

29. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed M/s Abhishek
J & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for the period
2024-25.

The Secretarial Audit Report for the FY 2024-25 is self-explanatory and does not call for any further
comments. The Secretarial Audit Report for the FY 2024-25 is attached to this report as “Annexure
A”.

The Board of Directors of the Company at their meeting held on August 25, 2025, based on the
recommendation of the Audit Committee, has recommended to the Members the appointment of M/s
Abhishek J & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company, for a term
of 5 (five) consecutive years from the conclusion of 20^th AGM till the conclusion of the 25^th AGM.
Accordingly, Special Resolution, proposing appointment of M/s Abhishek J & Co., Practicing Company
Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years pursuant to
Section 204 of the Act, forms part of the Notice of the 20^th AGM of the Company.

The Company has received the written consent and a certificate that M/s Abhishek J & Co., Practicing
Company Secretaries satisfy the criteria provided under Section 204 of the Act and that the appointment,
if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
M/s Abhishek J & Co., Practicing Company Secretaries is a firm of Company Secretaries registered
with the Institute of Company Secretaries of India. It has its office at K-803, RG Residency, Sector-
120, Noida-201301.

CS Abhishek Jain has a professional experience of 15 years in handling the matters related to
corporate laws, regulatory compliances, company secretarial standards, SEBI regulations,
securities law and listing regulation compliances. The firm is actively engaged in secretarial audit
and compliance management of listed companies.

30. EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY
IN THE AUDIT REPORTS:

The auditors have not made any qualifications, reservations, adverse remarks or disclaimers in their
Report on the financial statements for the financial year ended 31^st March 2025. Therefore, no further
explanation in this regard.

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

The Company is committed to providing a safe and conducive work environment to all of its employees
and associates. The Company has created the framework for individuals to seek recourse and redressal
to instances of sexual harassment. The Company has in place a Policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available
on the website of the Company at www.ultrawiring.com.

During the year 2024-25, the Company has complied with all the provisions of the POSH Act and the
rules framed thereunder. Further details are as follow:

S. No.	Particulars	No. of Complaints
1.	Number of complaints of Sexual Harassment received in the	NIL
	year
2.	Number of complaints disposed off during the year	NIL
3.	Number of cases pending for more than ninety days	NIL

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All eligible women employees are provided
with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity
leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

33. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below
the sender composition of its workforce as on the March 31, 2025.

S. No.	Particulars	Total Number of Employees
1.	Male Employees	87
2.	Female Employees	105
3.	Transgender Employees	0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

34. DOWNSTREAM INVESTMENT:

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream
Investment in any other Company in India.

35. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Company’s
Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control
systems and compliance thereof, robustness of internal processes, policies and accounting procedures
and compliance with laws and regulations.

36. INTERNAL FINANCIAL CONTROL:

The Company has adequate internal financial control procedure commensurate with its size and nature of
business. These controls include well defined policies, guidelines, standard operating procedure,
authorization and approval procedures. The internal financial control of the company is adequate to
ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial
information, prevention and detection of frauds and errors, safeguarding of the assets, and that the
business is conducted in an orderly and efficient manner.

37. REPORTING OF FRAUDS:

During the year under review, the Statutory Auditor in their report have not reported any instances of
frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies
Act, 2013.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

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

39. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

The Company has neither availed any loan from banks or financial institution and hence there is no
application being ever made for One Time Settlement (OTS) with any banks or financial institution.

40. MANAGEMENT DISCUSSION AND ANALYSTS REPORT:

According to Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a detailed Management Discussion and Analysis Report is presented in a separate
section forming part of the Annual Report marked as “Annexure-B”.

41. PARTICULARS OF EMPLOYEES:

The Company has no employee who is in receipt of remuneration of Rs.8,50,000/-per month or
Rs. 1,02,00,000/- per annum.

Information in accordance with the provisions of Section-134 (3) (q) and Section 197(12) of the Act
read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended as “Annexure C”

42. CORPORATE GOVERNANCE:

The provisions of the Corporate Governance regulations shall not be applicable to the Company, since
according to the provisions of Regulation 15(2)(b) of Chapter IV of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e. “The listed entity which has listed its specified
securities on the SME Exchange are not liable to file the Corporate Governance Report under
regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015”.

43. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board of Directors and Key Managerial Personnel are as follow.

Sr. No	Name of the Director and other KMP’S	Designation
1	Mr. Sanjay Mathur	Managing Director
2	Mrs. Archana Mathur	Director
3	Mr. Aditya Mathur	Independent Director
4	Mr. Rajinder Kumar Ahuja	Independent Director

5	Mr. Prabhat Bhatia		Chief Financial Officer
6	Mrs. Sarita Chaurasia November 8, 2024)	(resigned w.e.f.	Company Secretary & Compliance Officer
7	Mrs. Abha Jain (joined w.e.f. February 06, 2025)		Company Secretary & Compliance Officer

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOTNTED/RESTGNED/RETTRED DURING THE YEAR-

Retirement of director by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sanjay Mathur, (DIN:
00285032), Director is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, he offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been
included in the notice convening the Annual General Meeting of the Company.

Resignation of Mrs. Sarita Chaurasia as Company Secretary and Compliance Officer of the Company

This is to inform you that Mrs. Sarita Chaurasia, Company Secretary and Compliance Officer of the
Company, has tendered her resignation from her post with effect from November 08, 2024, due to
personal reasons.

The Company places on record its sincere appreciation for her contributions and dedicated service
during her tenure. Mrs. Chaurasia has also confirmed that there are no other material reasons for her
resignation.

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, this intimation is being submitted for your information and record.

Appointment of Mrs. Abha Jain as Company Secretary and Compliance Officer of the Company

This is to inform you that the Board of Directors of the Company, at its meeting held on February 06,
2025 has approved the appointment of Mrs. Abha Jain as the Company Secretary and Compliance
Officer of the Company with effect from February 06, 2025, pursuant to the provisions of Section 203
of the Companies Act, 2013 and Regulation 6(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Brief Profile of Mrs. Abha Jain:

S. No.	Particulars	Appointment as Company Secretary and Compliance Officer
1.	Name	Mrs. Abha Jain
2.	Qualification	She is an associate member of Institute of Company Secretaries of India (ICSI) and B. Com from Delhi University.
3.	Experience	Two years of experience in field of Corporate Laws and Secretarial Compliances.
4.	Membership No	A61853

She is designated as the Key Managerial Personnel (KMP) of the Company in terms of Section 2(51)
and 203 of the Companies Act, 2013.

This disclosure is made in compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015.

44. CODE OF CONDUCT:

The Company has formulated a code of conduct for Board of Directors and Senior Managerial
Personnel. The confirmation of compliance of the same is obtained from all concerned on an annual
basis. All Board Members and Senior Managerial Personnel have given their confirmation of
compliance for the year under review. The code of conduct for Directors and Senior Managerial
Personnel is also placed on the website of the Company viz. www.ultrawiring.com.

45. ACKNOWLEDGEMENTS:

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

FOR ULTRA WIRING CONNECTIVITY SYSTEM LIMITED

Sd/-

Sanjay Mathur

Chairman & Managing Director
(DIN 00285032)

Date: August 25, 2025
Place: Faridabad

---

Mar 31, 2024

Your directors take pleasure in presenting the 19^th Annual Report together with the Audited Accounts for the financial year ended March 31, March 2024.

1. FTNANCTAL RESULTS:

The Financial Statements for the Financial Year ended on March 31, 2024, forming part of the Director’s Report, has been prepared in accordance with the Companies Act, 2013 and the rules made thereunder.

The financial performance of the Company for the Financial Year ended on March 31, 2024 is summarised as below:

(Figures in Thousands)

Particulars	2023-24	2022-23
Revenue from Operations	4,19,059.81	4,43,345.00
Other Income	438.23	1,043.67
Total Income	4,19,498.03	4,44,388.67
Expenses
Production Cost	2,60,241.84	2,84,947.07
Changes in inventories of Finished goods, work-in- progress, Stock in Trade	-6,139.63	1,426.43
Employee Benefit Expenses	65,099.17	46,312.78
Finance Cost	4,878.44	4,850.19
Depreciation and Amortization expenses	11,019.86	9,215.77
Other Expenses	56,296.35	67,415.63
Total Expenses	3,91,396.02	4,14,167.87
Net Profit Before Exceptional Items and Tax	28,102.01	30,220.80
Exceptional items		-
Net Profit Before Tax	28,102.01	30,220.80
Tax Expenses	8615.54	7968.65
Profit for the Year	19,486.47	22,252.15

2. COMPANY’S PERFORMANCE REVIEW:

The Company operates in the auto components industry and is engaged in production and manufacturing of Couplers, Connectors and allied products Blade Fuse and Wiper-Blades for OEMs and Tier 1 manufacturers. The total revenue from operations for the FY 2023-24 is Rs.

4,194.98 Lacs as against 4,443.45 Lacs in the previous year, which shows small decrease of 5.48%. Profit before tax of the Company has decreased by 7.01% to Rs. 281.02 Lacs as against 302.21 Lacs in the previous year.

The prospective vision of the Company with the evaluation of the business and operations of the Company are provided in the Report on Management Discussion and Analysis forming part of the Annual Report.

3. DTVTDEND:

Considering the funds requirement for future expansion and to face the existing market challenges, no dividend is proposed to the members for Financial Year 2023-24, as per the Companies (Declaration and Payment of Dividend) Rules, 2014.

4. LTSTTNG:

The Company''s shares are listed on the National Stock Exchange Ltd. (NSE) - Emerge and are actively traded. The listing fee for the year 2023-24 has already been paid.

5. HOLDTNG. SUBSIDI ARIES AND ASSOCI ATES:

The Company does not have any holding, subsidiary and associate Company.

6. TRANSFER TO RESERVES-

During the year under review, the Company has transferred Rs. 19486470 to General Reserve for future expansion and to face the existing market challenges.

7. PARTTCULARS OF LOANS. GUARANTEE OR TNVESTMENT UNDER SECTTON 186 OF THE COMPANTES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

SHARE CAPTTAL:

There is no change in the Authorized and paid-up Share Capital of the Company during the period under review.

The Authorized Share Capital of the Company is Rs. 5,50,00,000.00 divided into 55,00,000 Equity Shares of Rs. 10/- each.

The paid-up Equity Share Capital of the Company is Rs. 5,20,35,710.00 divided into 52,03,571 Equity Shares of Rs. 10/- each.

• Tssue of Equity Shares with Differential Rights-:

During the period under review, the Company has not issued any Equity Shares with Differential Rights.

• Issue of Employee Stock Options-:

During the period under review, the Company has not issued any Employee Stock Options as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

• Issue of Sweat Equity Shares-:

During the period under review, the Company has not issued any sweat equity shares as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

During the year under review-:

(a) Issue of equity Shares with differential rights : Nil

(b) Issue of sweat equity shares : Nil

(c) Issue of employee stock options : Nil

(d) Provision of money by company for purchase of its own shares : Nil

by employees or by trustees for the benefit of employees : Nil

(e) Debentures : Nil

8. OTHER DISCLOSURES UNDER THE COMPANIES ACT. 2013:

i. EXTRACT OF THE ANNUAL RETURN:

In accordance with the Companies Act, 2013, Annual Return in the prescribed format is available at Company’s website at https://www.ultrawiring.com.

ii. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from the Board Matters.

The Board met Six (6) times during the financial year 2023-24 i.e. May 27, 2023, July 08, 2023, August 21, 2023, November 14, 2023, December 29, 2023 and March 23, 2024. The maximum interval between any two meetings did not exceed 120 days.

iii. GENERAL MEETINGS:

During the year under review no Extra Ordinary General Meeting (EGM) was held.

iv. COMMITTEES OF THE BOARD:

The Board had constituted various committees which are as follows:

a. Audit Committee:

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

The Role and powers of the committee are as under:

1) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor

3) and the fixation of audit fees.

4) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

5) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:

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

b Changes, if any, in accounting policies and practices and reasons for the same.

b. Major accounting entries involving estimates based on the exercise of judgment by management.

c. Significant adjustments made in the financial statements arising out of audit findings.

d. Compliance with listing and other legal requirements relating to financial statements.

e. Disclosure of any related party transactions.

f. Modified opinion(s) in the draft audit report.

6) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

7) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

8) Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

9) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

10) Scrutiny of inter-corporate loans and investments.

11) Valuation of undertakings or assets of the Company, wherever it is necessary.

12) Evaluation of internal financial controls and risk management systems.

13) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

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

15) Discussion with internal auditors on any significant findings and follow up there on.

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

17) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

18) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

19) To review the functioning of the Whistle Blower mechanism, in case the same exists.

20) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

21) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.

22) To implement Ind AS (Indian Accounting Standards), whenever required.

23) Monitoring the end use of funds raised through public offers and related matters. The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

3. Management letters / letters of internal control weaknesses issued by the statutory auditors.

4. Internal audit reports relating to internal control weaknesses.

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

24) Statement of deviations:

a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

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

POWERS OF THE AUDIT COMMITTEE:

• Investigating any activity within its terms of reference;

• Seeking information from any employee;

• Obtaining outside legal or other professional advice; and

• Securing attendance of outsiders with relevant expertise, if it considers necessary.

b. Stakeholder Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee as per the provisions of Section 178(5) of the Companies Act, 2013. The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Investor Grievance Committee include the following:

1. Redressal of shareholders’/investors’ complaints;

2. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

4. Non-receipt of declared dividends, balance sheets of the Company; and

5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013. The Committee presently comprises of following three (3) Directors:

Name of the Directors	Status	Nature of Directorship
Mr. Aditya Mathur	Chairman	Non-Executive and Independent Director
Mr. Rajinder Kumar Ahuja	Member	Non-Executive and Independent Director
Mr. Sanjay Mathur	Member	Managing Director

ROLE OF THE COMMITTEE:

Role of Nomination and Remuneration Committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.

b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) Devising a policy on diversity of Board of Directors.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

vi. CHANGES TN NATURE OF BUSTNESS:

There has been no change in the nature of business of the Company during the financial year ended March 31, 2024.

vii. RELATED PARTY TRANSACTIONS:

The Company has in place a robust process for approval of related party transactions and on dealing with related parties. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. An omnibus approval is obtained from the Audit Committee, for the related party transactions.

The Board has amended the Policy on Relate Party Transactions as required under the Listing Regulations and in accordance with the recommendations of Institutional Investor Advisory Services (IiAS), which is available on the website of the Company at https://www.ultrawiring.com/pdf/policy-on-materiality-of-related-party-20-12-2021.pdf.

All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on arm’s length basis in terms of provisions of the Act. Further, there were no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification have been separately provided in that regard. The details of the related party transactions as per Indian Accounting Standards are set out in Note 31 to the financial statements of the Company.

The Company in terms of regulation 23(9) of the Listing Regulations have disclosed the statement of related party transactions on a consolidated basis for the half year ended on 30^th September 2023 and 31^st March 2024 to the Stock Exchanges.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the members during the year under

review.

9. SHIFTING OF REGISTERED OFFTCE OF THE COMPANY

The Company has made an application to the Hon’ble Regional Director Delhi (North Region) for shifting of its registered office from B-78, Nirman Vihar, New Delhi- 110092 to Plot No 287, 287 A & B, Sector 59, HSIIDC Industrial estate, Ballabgarh, Faridabad- 121004. The Hon’ble Regional Director, has passed order dated July 26, 2019 for the confirmation of shifting of registered office from National Capital Territory of Delhi to Haryana. Further the Company has shifted its registered office to the above said place with effect from 26^th August 2019. In this regard the Company has also received the certificate from the Registrar of Companies, NCT of Delhi & Haryana dated 26th July 2019.

10. WHISTLE BLOWER POLTCY/VTGTL MECHANISM/ RTSK MANAGEMENT:

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 behaviour, the Company has adopted a Vigil Mechanism Policy/ Whistle Blower policy.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same. The management has taken all necessary steps to identify the elements of risks, if any. The management has implemented an effective and meaningful system to safeguard the assets of the company. The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. environmental, business, operational, financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential for achieving the goals of the organisation.

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy and the same is placed on the web site of the Company viz. www.ultrawiring.com.

11. STATUTORY AUDTTORS THETR REPORT AND NOTES TO FTNANCTAL STATEMENTS AND FRAUD. TF ANY:

In terms of provisions of Section 139 of the Act, M/s Sanmarks & Associates, Chartered

Accountants (Firm Registration No. 003343N) were reappointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on August 23, 2019, to hold office till the conclusion of 19^th AGM of the Company to be held in 2024. The Report given by M/s Sanmarks & Associates, on the financial statements of the Company for the FY 2023-24 is part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Therefore, it does not call for any further comments. Also, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Further, the report of the Statutory Auditors along with the notes is enclosed with the financial statements. The observations made in the Auditors’ Report which contains unmodified opinion are self-explanatory and does not contain any qualification/modified opinion.

As the term of M/s Sanmarks & Associates as the Statutory Auditors of the Company expires at the conclusion of 19^th AGM, the Board of Directors of the Company at their meeting held on August 28, 2024, based on the recommendation of the Audit Committee, has recommended to the Members the appointment of M/s Kishore & Kishore, Chartered Accountants, Lucknow (FRN 000291 N) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of 19^th AGM till the conclusion of the 24^th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s Kishore & Kishore, Chartered Accountants as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 19^th AGM of the Company.

The Company has received the written consent and a certificate that M/s Kishore & Kishore, Chartered Accountants satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. M/s Kishore & Kishore, Chartered Accountants is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. It was established in the year 1964. It has its head office at Aligarh, Lucknow apart from many other branch offices in various cities in India.

With an experience of more than 50 years, firm is providing varied range of professional services to its clients through its own offices at New Delhi, Lucknow, Bangalore & Mathura in the field of Statutory Audit for banks, insurance companies, Taxation, Tax Audit, Information and Cyber Security Assurance audit, ISO Standard Audit, Management Audit, Internal Audit, Concurrent Audit, Investigation, Inspection & Special audit, Counselling in Corporate and other laws, Establishing systems for accounts and finance, preparing Manuals, Review of Operational, Financial Accounting and Internal Control, Systems, Policies, etc.,

Goods & Service-Tax (GST), IFRS, Due Diligence, Forensic etc.

Note: The provisions of ratification of appointment of auditors have been omitted.

12. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 the Board of Directors had appointed M/s Abhishek J & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for the period 2023-24.

The Secretarial Audit Report for the FY 2023-24 is self-explanatory and does not call for any further comments. The Secretarial Audit Report for the FY 2023-24 is attached to this report as “Annexure A”.

13. DISCLOSURE OF SECRETARIAL STANDARDS:

During the Financial Year 2023-24, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

14. UPDATES ON BOARD OF DTRECTORS/KEY MANAGERIAL PERSONNEL (KMP): a) PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been carried out by the Board of its own performance, of its committees and Directors by way of individual and collective feedback from Directors. The Directors expressed their satisfaction with the evaluation process.

b) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board of Directors and Key Managerial Personnel are as follow.

Sr. No	Name of the Director and other	Designation
1	Mr. Sanj ay Mathur	Managing Director
2	Mrs. Archana Mathur	Director
3	Mr. Aditya Mathur	Independent Director
4	Mr. Rajinder Kumar Ahuja	Independent Director
5	Mr. Prabhat Bhatia	Chief Financial Officer
6	Mrs. Sarita Chaurasia	Company Secretary & Compliance Officer

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED/RETIRED DURING THE YEAR-

Retirement of director by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Archna Mathur,

(DIN: 00285041), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offered herself for re-appointment. Accordingly, the proposal for her reappointment has been included in the notice convening the Annual General Meeting of the Company.

Appointment of Mr. Sanjay Mathur as Managing Director

The appointment of Mr. Sanjay Mathur (DIN-00285032) as Managing Director of the Company with effect from August 28, 2024 for a consecutive term of five years has been proposed in the ensuing AGM of the Company. Mr. Sanjay Mathur, aged 60 years owns more than 37 years of experience in the field of engineering as well as administration. He has done his graduation in mechanical engineering. His qualification showcases his dedication to acquiring a profound understanding of technical and strategic business practices

Mr. Mathur extensive experience serves as a reservoir of expertise and insight. His hands-on involvement in various aspects of the business decisions has provided him with a deep appreciation for the nuances that drive success in this competitive landscape. With a keen eye for strategic opportunities and operational efficiencies, he has contributed significantly to the Company''s growth trajectory.

As per the resolution item No. 2 and 4 respectively of the notice of 19^th Annual General Meeting of the company, brief resume, nature of expertise, details of directorships held in other companies of the Director proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, are appended as an Annexure to the notice of the ensuing Annual General Meeting.

c) CODE OF CONDUCT:

The Company has formulated a code of conduct for Board of Directors and Senior Managerial Personnel. The confirmation of compliance of the same is obtained from all concerned on an annual basis. All Board Members and Senior Managerial Personnel have given their confirmation of compliance for the year under review. The code of conduct for Directors and Senior Managerial Personnel is also placed on the website of the Company viz. www.ultrawiring.com.

d) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry. The Policy on Familiarization Program adopted by the Board of director and details of the same are available on the Company’s website under the Investors Relations section of the

website at www.ultrawiring.com.

15. MANAGEMENT DTSCUSSTON AND ANALYSTS REPORT:

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report marked as “Annexure-B”.

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

17. DEPOSITS:

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company as the Company does not fall under the prescribed criteria.

19. CORPORATE GOVERNANCE:

The provisions of the Corporate Governance regulations shall not be applicable to the Company, since according to the provisions of Regulation 15(2)(b) of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. “The listed entity which has listed its specified securities on the SME Exchange are not liable to file the Corporate Governance Report under regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015”.

20. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has adequate internal financial control procedure commensurate with its size and nature of business. These controls include well defined policies, guidelines, standard operating procedure, authorization and approval procedures. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

21. STGNTFTCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS TMPACTTNG THE GOTNG CONCERN STATUS AND COMPANY’S OPERATIONS TN FUTURE:

During the year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

22. DTSCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHTBTTTON& REDRESSAL) ACT. 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been duly constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2023-24, no complaints were received by the Company related to sexual harassment.

23. CODE OF CONDUCT FOR THE PREVENTTON OF TNSTDER TRADTNG

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of Un-Published Price Sensitive Information (UPPSI) in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the code.

The Code of fair disclosure of unpublished price sensitive information is available on the Company’s website under the Investors Relations section at www.ultrawiring.com.

24. PARTTCULARS OF EMPLOYEE:

The Company has no employee who is in receipt of remuneration of Rs.8,50,000/-per month or Rs.1,02,00,000/- per annum.

Information in accordance with the provisions of Section-134 (3) (q) and Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as “Annexure C”

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNTNGS AND OUTGO:

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Particulars required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of Foreign exchange earnings and outgo are as follows (in Rs)

Particulars	2023-24
Foreign Exchange Earned	48,000
Foreign Exchange used for Import Purchase and Capital Goods	5960215.86

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, your Directors confirm: -

1. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

2. That we 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 at March 31, 2024 and of the losses of the Company for the period ended March 31, 2024;

3. That we 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 frauds and other irregularities;

4. That we have prepared the Annual Accounts on a going concern basis;

5. That we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

6. That we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS:

Your Directors hereby express their appreciation for the cooperation and assistance received from stakeholders, banks, valued clients and business associates. Your directors also wish to place on record their deep sense of appreciation for the diligent support and efforts of the employees at all levels towards the operations and growth of the Company.

FOR ULTRA WIRING CONNECTIVITY SYSTEM LIMITED Sd/-

Sanjay Mathur

Chairman & Managing Director (DIN 00285032)

Date: August 28, 2024 Place: Faridabad