Directors Report of Umiya Mobile Ltd.

Mar 31, 2024

The Board of Directors (" Board") of UM1YA MOBILE PRIVATE LIMITED ("Company") with
Immense pleasure present their Twelfth Annual Report on the business and operations of
your Company for the financial year 2023-24. This Report Is being presented along with
the audited financial statements for the year.

FINANCIAL PERFORMANCE:

Financial Particulars	For the year ended March 31
	2024	2023
Revenue from operations	4,240,812.74	3,118,975.50
Other Income	275,029.71	223,267.13
Total revenues	4,515,842.44	3,342,242.63
Cost of Material Consumed	0	0
Purchase of Stock In Trade	4,373,430.47	3,244,411.34
Change In Inventories	(106,625.65)	(73,720.44)
Employee Benefit expense	36,097.20	36,218.27
Finance Costs	21,488.22	14,347.44
Depreciation and amortization expense	5,969.48	4,256.91
Other expenses	153,428.41	107,737.86
Total Expenses	4,483,788.12	3,333,251.38
Profit before tax	32,054.32	8,991.25
Current Tax	8.126.09	2,209.90
Deferred tax	(48.87)	0
Profit/Loss for the year	23,911.27	6,714.88

PERFORMANCE REVIEW:

During the year, your company has achieved revenue from operation of Rs.4240812.74
thousand as compared to previous year revenue from operation of Rs.3118975.50
thousand. Profit after tax was Rs. 23911.27 thousand during the year under review as
compared to profit after tax of Rs.6714.88 thousand of previous year.

DIVIDEND

The Company has decided to sustain the growth In line with the long-term growth
objectives of the company by retaining the profits and utilizing the same for
opportunities In hand, therefore the company does not recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals
Impacting the going concern status and Company''s operations In future.

HUMAN RESOURCES DEVELOPMENT

Your Company continues to take new Initiatives to further align Its HR policies to meet
the growing needs of Its business. People development continues to be a key focus area
of the Company. The Industrial relations In all the units of the Company remained cordial
and peaceful throughout the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them
consistently and made Judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end
of the financial year and of the profit and loss account of the company for that
period.

3. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records In accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other Irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The directors had laid down Internal financial controls to be followed by the
company and that such Internal financial controls are adequate and were
operating effectively.

6. The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

SHARE CAPITAL

During the year under review, there was no change In Authorised, Issued, Subscribed and
Paid-Up Capital of the Company.

The Authorized share capital of the company Is Rs.6,500,000/- (Rupees Sixty Five Lakh
Only) divided Into 6,50,000 Equity Shares of Rs.10/- each.

The Issued, Subscribed and Paid-Up Capital of the Company Is Rs.5,500,000/- (Rupees
Fifty Five Lakh Only) divided into 5,50,000 Equity Shares of Rs.10/- each.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and It Is therefore not
required to comply with the requirement under Non-Banking non-financial Companies
(Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, company has been utilizing cash credlt/term loan
facilities from the Bank and the Company has been regular In payment of Interest as well
as Instalments as per schedule to Banks.

DIRECTORS

During the year under review, the board of directors of the company duly constituted
and there was no change In the composition of Board of Directors.

MEETINGS OF THE BOARD OF DIRECTORS

During the current financial year, the Board of Directors of the Company duly met 07
(Seven) times on April 01, 2023, April 02, 2023, April 25, 2023, July 07, 2023, August
21, 2023, November 17, 2023, February 21, 2024. Proper notices were given and the
proceedings were properly recorded and signed In the Minutes Book as required by the
Articles of Association of the Company and the Act.

AUDITOR

Your company has appointed M/s S A D P & CO., Chartered Accountants, as statutory
auditor of the Company to hold office till the conclusion of the Fourteenth Annual General
Meeting. As per provisions of Section 139 of the Act, he has confirmed that he Is not
disqualified from continuing as Auditor of the company.

AUDIT OBSERVATIONS

Auditor''s observations are suitably explained In notes to the accounts and are self -
explanatory.

INTERNAL AUDITORS

M/s D A KAMANI & ASSOCIATES, Chartered Accountants, appointed as an Internal
Auditor of the Company for the Financial Year 2023-24 at remuneration as may be
mutually agreed between the Internal Auditor and Board of Directors.

MAINTENANCE OF COST RECORD

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

SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Companies Act, 2013 and the rules made there
under are not applicable to the Company since the Company is not covered under the
said provisions presently.

SECRETARIAL STANDARDS OF ICSI

Pursuant to provisions of section 118 of the Companies Act, 2013, the Company has
compiled with the applicable provisions of the Secretarial Standards issued by The
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs,
wherever applicable.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178;

The Company, Being a Private Limited Company was not required to constitute a
Nomination and Remuneration Committee under Section 178(1) of the Companies Act,
2013 and Rule 6 of the Companies (Meetings of Board and Its Powers) Rules, 2014 and
Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEE

None of the Employee has Received Remuneration Exceeding the Limit as Stated in Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed In the financial
statements.

DECLARATION OF INDEPENDENT DIRECTORS

Since Your Company Is Private Company, the provisions of Section 149 for appointment
of Independent Directors do not apply to the company.

RISK MANAGEMENT POLICY

The Company has adopted proper Risk Management Policy which In the opinion of the
Board is adequate and working effectively.

INTERNAL FINANCIAL CONTROLS

The Company has In place adequate Internal financial controls with reference to financial
statements. During the year the Company has not come across any fraud or financial
Irregularity or any material risk event which may threaten the existence of the Company.

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

The Company has In place a Policy against Sexual Harassment at workplace In line with
the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Complaints Committee has been set-up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy. No complaints were received by
the Committee during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company Is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and
hence it Is not required to formulate policy on corporate social responsibility.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year, being arm''s
length transactions have been reported and annexed hereto In this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars as required under the provisions 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Companies (Disclosure of particulars In the Report of Board of
Directors) Rules, 1988 relating to foreign exchange earnings and outgo are given as
under:

(Amt. In Lakh)

Particulars	2023-24	2022-23
Foreign Exchange earned during the year	00	00
Foreign Exchange outgo during the year	00	00

SUBSIDIARIES OF THE COMPANY

During the year under review, the Company does not have any Subsidiaries.

ASSOCIATES AND JOINT VENTURE COMPANY

During the year under review, the company does not have any associate or joint
venture.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014

As provided under Section 92(3) of the Act, the extract of annual return Is available on
Company''s website i.e.www.umiyamobile.com for the kind perusal and information,
which forms part of this report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

By Order of the Board of Directors
For, UMIYA MOBILE PRIVATE LIMITED

GIRISHKUMAR JADVANI KISHORBHAI JADWANI

DIRECTOR DIRECTOR

DIN:06452836 DIN: 06460690

Date: August 20, 2024
Place: Rajkot