Directors Report of United Drilling Tools Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 43 rd Annual Report of the United Drilling Tools Limited ("UDTL"). This report, inter-alia,
includes the audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025 (FY 2024-25),
in accordance with the Companies Act, 2013 (including any amendments thereto currently in force) ("the Act") and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report offers
an overview of the financial results and significant developments of United Drilling Tools Limited and its subsidiaries for the Financial
Year ended March 31,2025.

1. BUSINESS AND FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31,2025, are prepared in accordance with the relevant applicable
Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

1.1. Summarized Financial Highlights

Particulars	STANDALONE		CONSOLIDATED
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	17,215.66	13,664.86	16,827.43	12,996.68
Other Income	292.86	142.70	174.01	59.63
TOTAL INCOME	17,508.52	13,807.56	17,001.44	13,056.31
LESS Total Expenses	15,544.92	12,457.78	15,013.23	11,677.39
Profit before Tax (PBT)	1,963.60	1,349.78	1,988.21	1,378.92
LESS Tax Expenses	471.68	432.69	485.69	440.91
Profit after Tax (PAT)	1,491.92	917.09	1,502.52	938.01
Other comprehensive Income	(3.27)	2.47	(3.29)	2.47
Total comprehensive Income for the period, net of tax	1,488.65	919.56	1,499.23	940.48

1.2 General Information & State of Company''s Affairs

I n FY 2024-25, revenue from operations (including other
income) stood at ?175.09 crores. EBITDA was ?26.27 crores
and PAT was ?14.92 crores, reflecting growth of 26.80%,
27.35%, and 62.67% respectively over the previous year.

Revenue from the domestic market contributed 82.80%
of total revenues, while exports accounted for 17.20%.
Strong demand in key international markets resulted in
higher export earnings. Domestic revenue for FY25 stood
at ?144.97 crores as against ?134.85 crores in FY24, while
export revenue increased significantly to ?30.11 crores in
FY25 compared to ?1.63 crores in FY24.

UDTL stands at the forefront of innovation in the oil and gas
industry, continually integrating cutting-edge technologies
into its product offerings. This commitment enhances the
technological advantages available to its clients, driving
efficiency and reliability in operations. With a dedicated
team of experienced engineers and support personnel,
UDTL provides robust technical support and expertise

throughout all stages, including comprehensive after-sales
services to our customers.

The Company''s extensive product lines cater
comprehensively to the needs of the industry. Specializing
in Large OD casing pipe with multi start connectors,
Wireline and Slickline Winch(s), Gas Lift Equipments
and Downhole Tools. UDTL serves as a trusted single-source
provider, offering a wide array of tools and equipment
designed for precision and durability in challenging
environments. Each product undergoes rigorous testing
and adheres to stringent quality standards, including ISO
certification and compliance with American Petroleum
Institute (API) specifications.

UDTL''s commitment to excellence is further underscored
by its state-of-the-art manufacturing facilities, strategically
located to support global operations. These facilities
not only ensure high-quality production but also enable
swift response times and efficient logistics management.
Additionally, the Company''s upcoming Greenfield

manufacturing unit near Mundra port in Gujarat signifies its
proactive approach to expanding capacity and enhancing
technological capabilities. A new cutting-edge Greenfield
manufacturing unit focused on technology is set to
commence operations near Mundra port in Gujarat soon.

By staying at the forefront of technological advancements
and maintaining a dedicated focus on customer satisfaction,
UDTL continues to set benchmarks in the industry. Its ability
to innovate, coupled with a strong foundation of technical
expertise and comprehensive product offerings, reinforces
its position as a preferred partner for oil and gas companies
worldwide.

The Company along with it''s wholly-owned subsidiary
operates six state-of-the-art manufacturing facilities with
a proven track record of producing high-quality products.
These facilities adhere to international standards such as ISO
13679:2019, ISO 9001:2005, ISO 45001:2018, 14001:2015,
and are certified by the American Petroleum Institute (API
License No. 5B-0391, 5CT-0565, 5L-0424, 7-1-0393, 07-02¬
0851, 19G1-008 & 19G2-0010).

UDTL has recently introduced a range of innovative products,
including UDT Chaser Subs / Drive Subs, UDT Circulating
Head, UDT Crossovers & Pup Joints, UDT Anti-Rotation
Device (Shear Tool), UDT Telescopic Mastline Unit, and UDT
BOP Control System for Truck-Mounted Slickline Winches.
Additionally, the Company has launched the UDT Hydraulic
Testing Unit for Truck-Mounted Slickline Winches. These
advancements highlight UDTL''s commitment to developing
cutting-edge solutions that enhance efficiency and safety
in the oil and gas industry. Each product is designed with
precision engineering and undergoes rigorous testing to
meet the highest quality standards, ensuring reliability and
performance in challenging operational environments.

The Company achieved significant technological
advancements in the manufacturing of several of our
products, including wireline winches and multi-start
connectors. These enhancements underscore our
commitment to innovation and improving performance
standards across our product lines.

The Company''s several key initiatives, such as establishing
our marketing agents in new countries, actively participating
in major oil and gas conferences, and notably, joining the
India Energy Week. These efforts are part of our strategic
approach to expanding our global presence and fostering
valuable partnerships in the energy sector.

During the year under review (FY 2024-25) the Company
undertook significant initiatives in the field of research
and development, focusing on continuous innovation to
introduce new products and improve the performance of
existing ones. This proactive approach demonstrates the

Company''s commitment to maintaining its leadership in
technological advancements within the industry.

Notably, the Company initiated the development of
additional sizes of connectors and introduced new types
of winches. These initiatives highlight our dedication to
expanding product offerings and addressing diverse market
requirements with innovative and reliable solutions.

UDTL Group works closely with prominent entities like ONGC,
Oil India, Focus Energy, Jindal Drilling, Welspun, Halliburton,
Schlumberger, Shelf Drilling, American Corporation Tools
Inc., Argentera, Petrobras, Cactus, Baker Hughes, Cairn Oil
& Gas (Vedanta), Megictech Energy, Tiwan, Trident Russia,
Quippo Energy etc. Your Company''s revenue comes from
government organizations, private sector companies, and
exports in the oil and gas industries, showcasing our broad
reach and trusted partnerships worldwide.

2. DIVIDEND

During the Year under review, the Board of Directors have
declared and paid two interim dividends aggregating 12%
i.e; ? 1.20/- per equity share of ? 10/- each.

The Directors have also recommended a final dividend @
6% i.e; ? 0.60/- per equity share of ? 10/- each based on the
parameters laid down in the Policy and such dividend will
be paid out of the distributable profits for the year.

The Final dividend will be disbursed, subject to approval
by the Members at the ensuing Annual General Meeting
("AGM"), to those members, whose names are listed in
the Register of Members (including Beneficial Owners)
maintained by the Depositories as of the Record Date i.e.,
September 16, 2025. The Final Dividend will be paid to
entitled shareholders on or after the specified date, with
deduction of Tax Deducted at Source (TDS) at rates as
prescribed under the Income Tax Act, 1961.

2.1 Unclaimed Dividends

The Information regarding outstanding and unclaimed
dividends previously declared and paid by your Company
can be found in the Corporate Governance Report, included
as part of this Annual Report.

2.2 Investor Education and Protection Fund (IEPF)

The unclaimed and un-encashed dividends for the Financial
year 2017-18 (Final Dividend) will be transferred to the
Investor Education and Protection Fund (IEPF) on or before
due date prescribed under IEPF rules. Additionally, shares
corresponding to dividends unclaimed for seven consecutive
years will also be transferred to the IEPF in accordance with
the IEPF Rules. The year-wise amounts of unclaimed or
un-encashed dividends in the unpaid dividend account

up to the current year, and information on corresponding
shares eligible for transfer can be found in the shareholder
information section of the Corporate Governance Report
included in this Annual Report. These details are also
accessible on your Company''s web-site https://udtltd.com/
investor-home/shareholder-information/dividend.

2.3 Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (''SEBI Listing Regulations'')
the Board of Directors of the Company (the ''Board'') had
formulated and adopted a Dividend Distribution Policy
(the ''Policy'') and same is available on the website of the
Company i.e; https://udtltd.com/policies/.

3. SHARE CAPITAL

During the year under review, the Company has not altered/
modified its authorised share capital and has not issued any
shares including equity shares with differential rights as to
dividend, voting or otherwise. The Company has not issued
any sweat equity shares to its directors or employees.

The Paid-up Equity Share Capital of the Company as on
March 31,2025 is ? 20,30,31,260/- divided into 2,03,03,126
Equity Shares of ''10/- each fully paid up.

4. LISTING

UDTL''s Equity Shares remain listed on both the domestic
stock exchanges, namely BSE Limited and National Stock
Exchange of India Limited. Additionally, both NSDL and
CDSL, the depositories, continue to provide their services to
our esteemed shareholders/members. For the Financial Year
2025-26, your Company has duly paid the annual fees to all
these entities.

5. PUBLIC DEPOSITS

During the financial year under review, Your Company did
not accept any deposits as defined under Section 73 or 74 of
the Companies Act, read with the Companies (Acceptance
of Deposits) Rules, 2014 at the end of FY 2025, there were
no outstanding amounts on account of principal or interest
on deposits from the public during this period.

6. CREDIT RATING

The credit rating for the Company''s banking facilities has
been assigned as BBB/Stable for long-term facilities and A3
for short-term facilities. This consistent rating underscores
the Company''s credibility, its strong track record of meeting
financial obligations, and its continued commitment to
safeguarding the interests of all stakeholders.

7. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company
and its subsidiaries for FY 2024-25 have been prepared in
compliance with the applicable provisions of the Companies
Act, 2013 (''the Act'') and as stipulated under Regulation 33
of SEBI Listing Regulations as well as in accordance with the
Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015 as amended
from time to time.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

During the FY25, the Company has 1 (one) Wholly-owned
Subsidiary. There have been no changes in the status of
subsidiaries, joint ventures, or associate companies.

Furthermore, pursuant to the provisions of Section 129, 134
and 136 of the Act read with rules made thereunder and
Regulation 33 of the SEBI Listing Regulations, Your Company
prepared consolidated financial statements of the Company
and its subsidiary, along with a statement highlighting the
key financials of the Company''s subsidiaries in Form AOC-1,
are included in the Annual Report under "Annexure-1".

The statement also provides the details of performance,
financial positions of the subsidiary Company. As per the
provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated
financial statements and other related information of the
Company and audited financial statements of its subsidiary,
are available on the website of the Company i.e; www.
udtltd.com. These documents will also be available for
inspection during business hours at our registered office till
date of annual general meeting.

The policy for determining material subsidiaries may be
accessed on the Company''s website at https://udtltd.com/
policies/.

9. AUDITORS AND THEIR REPORTS

9.1 Statutory Auditors and Statutory Audit Reports

Pursuant to Sections 139 & 142 of the Act, M/s Sarupria
Somani & Associates, Chartered Accountants (ICAI FRN -
010674C) were appointed as the Statutory Auditors of the
Company at the 41^st AGM, for a period of 2 consecutive
years.

There are no audit qualifications, reservations, disclaimers
or adverse remarks, or reporting of fraud in the Statutory
Auditors Report given by M/s Sarupria Somani & Associates,
Statutory Auditors of the Company for the financial year
2024-25 annexed in this Annual Report.

M/s Sarupria Somani & Associates, Statutory Auditors of
the Company, after carrying out the audit for the financial
year ended March 31,2025 had resigned on July 23, 2025,
stating that their Peer Review Certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India has expired, and the renewed certificate has not
yet been received. The Board, after placing on record its
appreciation for the contribution made by M/s Sarupria
Somani & Associates, over the last two years, accepted
their resignation as statutory auditors of the Company. The
Board took note on the same and passed resolution in the
circulation meeting held on July 30, 2025. Their resignation
has resulted in a casual vacancy in the office of Statutory
Auditors.

Further, the Audit Committee passed a resolution by
circulation on July 28, 2025 recommending the appointment
of Statutory Auditors M/s A P U & Company, Chartered
Accountants (ICAI FRN - 019542N) to fill the casual vacancy
and the Board took note of the requisite declarations
consent letters and eligibility certificates received from
the proposed Statutory Auditors, confirmed that their
appointment as Auditors if made, shall be in accordance
with the conditions laid down under the provisions of the
Companies Act, 2013 and the rules framed thereunder
including the criteria specified in Section 141 and Section
144 of the Companies Act, 2013 and also in compliance with
the applicable provisions of the SEBI Listing Regulations.

M/s A P U & Company, Chartered Accountants (ICAI FRN -
019542N) have also confirm that they are not disqualified
to become statutory auditors of the Company as per the
provisions of Companies Act, 2013.

The Board, after considering the recommendation of the
Audit Committee, approved the appointment of M/s A P U
& Company, Chartered Accountants (ICAI FRN - 019542N),
as the Statutory Auditors of the Company to fill the casual
vacancy with effect from 30th July 2025, and further
recommended to the shareholders, appointment of the
said firm as Statutory Auditors for a first term of one year,
commencing from the conclusion of the ensuing Annual
General Meeting and continuing until the conclusion of the
44th Annual General Meeting of the Company to be held in
the year 2026, for the financial year 2025-26.

The aforesaid proposal, along with the relevant details,
forms part of the Notice of the Annual General Meeting and
is being placed before the shareholders for their approval.

9.2. Secretarial Auditors & Secretarial Audit Report

I n term of the provision of Section 204 of the Companies
Act, 2013, the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors

of the Company had appointed M/s Balraj Sharma &
Associates, Company Secretaries, New Delhi as Secretarial
Auditors of the Company for the financial year ended March
31,2025.

The Company provided all assistance and facilities to the
Secretarial Auditor for conducting their audit. The report
of the Secretarial Auditors in Form MR-3 forms part of the
Directors'' Report as "Annexure-2".

There are no audit qualifications, reservations, disclaimers,
or adverse remarks in the said Secretarial Audit Report.
Your Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and notified by the Ministry of Corporate Affairs.

Further in terms of Regulation 24A read with other
applicable provisions of the SEBI Listing Regulations and
applicable provisions of the Companies Act, 2013, the
Company is required to appoint Secretarial Auditors for
a first term commencing from FY 2025-26, to conduct the
secretarial audit of the Company in terms of Section 204
and other applicable provisions of the Companies Act, 2013
read with Regulation 24A and other applicable provisions of
the SEBI Listing Regulations.

For identification of Secretarial Auditor, the Management
considered the eligibility and evaluated the background,
expertise and past performance of M/s Balraj Sharma &
Associates as the Secretarial Auditors of the Company from
2014 till date.

The Management presented the outcome of the
assessment to the Audit Committee of the Board. The Audit
Committee considered the findings of the Management
and recommended to the Board, the appointment of M/s
Balraj Sharma & Associates as the secretarial auditors of the
Company for a period of two consecutive years commencing
from the conclusion of ensuing 43^rd Annual General
Meeting scheduled to be held on September 23, 2025,
through the conclusion of 45^th Annual General Meeting of
the Company to be held in the year 2027, for conducting
secretarial audit of the Company for the FY 2025-26 &
2026-27.

The Board considered the recommendation of the Audit
Committee with respect to the appointment of M/s
Balraj Sharma & Associates as the Secretarial Auditors
of the Company. Based on due consideration, the Board
recommends for your approval, the appointment of M/s
Balraj Sharma & Associates as the Secretarial Auditors of the
Company for a period of two financial years as mentioned
above for conducting secretarial audit of the Company for
the FY 2025-26 & 2026-27. The above proposal and related

information forms part of the Notice of the AGM and is
placed for your approval.

M/s Balraj Sharma & Associates, Practicing Company
Secretaries have confirm that they are not disqualified
to become secretarial auditors of the Company as per
the provisions of Companies Act, 2013 and SEBI LODR
regulations.

9.3 Internal Auditor & Internal Audit Reports

During the year under review, pursuant to the provision of
section 138 of the Act and Listing Regulations, M/s Grover
Lalla & Mehta, Chartered Accountants (ICAI FRN - 002830N),
represented by Mr. Pankaj Bansal, have been appointed
as internal auditors of the Company for the financial
year 2024-25.

M/s Grover Lalla & Mehta underscores commitment to
upholding high standards of corporate governance and
ensuring sound financial management practices. Their
experience and specialization in Taxation, Finance, and
Accounts equip them well to fulfill their responsibilities
diligently and contribute positively to your Company''s
growth and sustainability objectives.

The Internal auditors have submitted quarterly reports
to the Company''s Audit Committee. Their reports do not
contain any qualifications, reservations, or adverse remarks.

9.4 Cost Auditors, Cost Records and Cost Audit Report

During the year under review, your Company has complied
with Section 148(1) of the Act by maintaining accounts and
cost records as prescribed by the Central Government. These
cost accounts and records are subject to audit by M/s Swati
Chaturvedi, Practicing Cost Accountants (Firm Registration
Number: 100664), for financial year 2024-25.

The Board of Directors has re-appointed M/s Swati
Chaturvedi, Practicing Cost Accountants (Firm Registration
Number: 100664), as the Cost Auditors of our Company for
the Financial Year 2025-26 for conducting the cost audit
in compliance with regulatory requirements, a resolution
seeking shareholder approval for ratifying the remuneration
payable to the Cost Auditors for FY 2025-26 has been
included in the Notice convening the forthcoming Annual
General Meeting (AGM).

The cost accounts and records as required to be maintained
under section 148 (1) of the Act are duly made and
maintained by your Company.

9.5 Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial
Year ended March 31, 2025 for all applicable compliances

as per the Regulation 24A of the Listing Regulations
and Circulars/ Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s Balraj
Sharma & Associates, Company Secretaries had submitted
to the Stock Exchange/s as per the Listing regulations
and uploaded on the website of the Company i.e;
www.udtltd.com.

9.6 Reporting of Frauds by Auditors

During the FY25, the Statutory Auditors, Internal Auditors
and Secretarial Auditors have not reported, any instance
of fraud committed in the Company by its Officers or
Employees to the Audit Committee under Section 143(12)
of the Act and the rules made thereunder.

10. CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of
the Listing Regulations, a certificate from the Chief Financial
Officer (''CFO'') and Managing Director of the Company have
certified and confirming the correctness of the Financial
Statements (Standalone and Consolidated) and Cash Flow
Statements (Standalone and Consolidated), adequacy of
the internal control measures for financial reporting for the
year ended March 31,2025. The certificate dated August 12,
2025 which is forms part of this report as "Annexure-3".

11. DECLARATION REGARDING COMPLIANCE BY
BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY''S CODE OF
CONDUCT

The Company has adopted a Code of Conduct for its
employee including the Managing Director, Executive
Directors, Non-Executive Directors and Independent
Directors of the Company. Pursuant to the relevant listing
regulations, the Company has received a compliance
confirmation certificate from the Managing Director of the
Company dated August 12, 2025 which is forms part of this
report as "Annexure-4".

12. CERTIFICATE ON NON-DISQUALIFICATION OF
DIRECTORS

None of the Directors on the Board of the Company for
the FY ended March 31, 2025, have been debarred or
disqualified from being appointed or continuing as Director
of the Company. The Company have received a Certificate
from Practicing Company Secretary dated August 12, 2025
which is forms part of this report as "Annexure-5".

13. CORPORATE SOCIAL RESPONSIBILITY

During year under review, the Company has spent 2% of
average net profits of your Company, during the three years
immediately preceding financial year.

In accordance with Section 135 of the Act, as amended, read
with Notification issued by the Ministry of Corporate Affairs
(''MCA'') dated January 22, 2022 and September 20, 2022
the applicable rules, the Company has updated Corporate
Social Responsibility Policy, a brief outline of which, along
with the required disclosures, is given in "Annexure-6" of
this report in the format as prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, which
forms part of this Report.

The CSR Policy is available on the website of the Company
i.e; https://udtltd.com/policies/.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS
REPORT

In terms of Regulation 34 of the Listing Regulations,
Management Discussion and Analysis Report for the
financial year under review is presented in a separate
section, forming an integral part of this Annual Report as
"Annexure-7".

15. CORPORATE GOVERNANCE

We, at UDTL, re-affirms its continued commitment, adhering
good Corporate Governance practices. The Company is
committed to maintain the highest standards of corporate
governance and adherence to the corporate governance
requirement set out by SEBI Listing Regulations.

Pursuant to Regulation 34(3) of the Listing Regulations, a
report on Corporate Governance along with a Certificate
from the Company Secretary in Practice towards compliance
of the provisions of Corporate Governance, forms an integral
part of this Annual Report and are given in "Annexure-8"
and "Annexure-9"respectively.

16. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report
as "Annexure-10".

Statement containing particulars of top 10 employees and
particulars of employees as required 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 is provided as a separate Annexure forming part
of this report.

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

The Company has always been conscious of the need to
conserve energy in its manufacturing plants and to protect

environment. Energy conservation is achieved through
optimized consumption of power and fossil fuels and
improvements in energy productivity, which contributes
in reduction in operational costs and climate change
mitigation through reduction in greenhouse gases.

The information pertaining to details of conservation of
energy, technology absorption, foreign exchange earnings
and outgo as required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies Accounts Rules, 2014 are
given in "Annexure-11".

18. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f ) of the Listing Regulations,
the initiatives taken by the Company from an environmental,
social and governance perspective for the FY25 has been
given in the Business Responsibility and Sustainability
Report (BRSR) as per the format specified by SEBI Circular
no. SEBI/ HO/CFD/CMD-2/P/CIR/2021 /562 dated May 10,
2021 and SEBI vide Circular No.SEBI/HO/CFD/CFD-SEC-2/P/
CIR/2023/122 dated July 12, 2023, which is forms part of this
report as "Annexure-12".

19. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company had laid down the
criteria dealing with Related Party Transactions.

All transactions entered by the Company during the FY25
with related parties were in the ordinary course of business
and on an arm''s length basis, which were recommended
and approved by the Audit Committee. Further, all material
related party transactions and any material modifications
thereto were entered into only after obtaining approval
from the Company''s shareholders.

During the year under review, the Company did not engage
in any related party transactions that could potentially
disadvantage minority shareholders.

The Audit Committee of the Company consists entirely of
Independent Directors. Members of the Audit Committee
abstained from participating in discussions and voting on
transaction(s) in which they had an interest.

Form AOC-2 furnishing particulars of contracts or
arrangements entered by the Company with related parties
referred to in Section 188(1) of the Companies Act, 2013, is
annexed to this report as "Annexure-13".

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party
transactions.

The details of all the Related Party Transactions form part
of the standalone financial statements attached to this
Annual Report. The Policy on the materiality of related party
transactions and dealing with related party transactions as
approved by the Board and is available on the website of
the Company i.e; https://udtltd.com/policies/.

20. INTERNAL FINANCIAL CONTROL, AUDIT SYSTEMS
AND THEIR ADEQUACY

The Company''s internal financial controls are commensurate
to the scale and complexity of its operations.

The Company has adequate internal financial controls
systems in place, which facilitates orderly and efficient
conduct of its business including adherence to Company''s
policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of reliable
financial information.

Internal Control Over Financial Reporting (ICFR) remains an
important component to foster confidence in a company''s
financial reporting, and ultimately, streamlining the process
to adopt best practices. Your Company through Internal
Audit Program is regularly conducting test of effectiveness
of various controls. The ineffective and unsatisfactory
controls are reviewed and remedial actions are taken
immediately. The internal audit plan is also aligned to the
business objectives of the Company which is reviewed
and approved by the Audit Committee. Further the Audit
Committee monitors the adequacy and effectiveness of
your Company''s internal control framework.

Esteemed Members / Shareholders may please refer
''Internal control systems and their adequacy'' section in the
Management''s discussion and analysis report, which forms
part of this Annual Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return for FY the 2024-25 is uploaded
on the website of the Company and the same is available
on the website of the Company i.e; https://udtltd.com/
annualreturn/.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle
Blower Policy in line with the provisions of Section 177(9)
and 177(10) of the Act and Regulation 22 of the Listing
Regulations with a will to enable the stakeholders, including
directors, individual employees to freely communicate
their concerns about illegal, suspected Fraud or unethical
practices and to report genuine concerns to the Audit
Committee of the Company.

The mechanism provides adequate safeguards against
victimization of directors or employees who avail of the
mechanism. The Whistle Blower Policy is available on the
website of the Company i.e; https://udtltd.com/policies/.

22.1CYBER SECURITY

Due to the rise in cyber attack incidents, we regularly review
our cyber security maturity and continuously enhance our
processes and technological controls to align with evolving
threat scenarios. Our company''s technology infrastructure
features real-time security monitoring with essential
controls implemented across multiple layers, spanning
from end-user devices to networks, applications, and data
protection measures.

During the year under review, your Company did not face
any incidents or breaches or loss of data breach in cyber
security.

23. PROHIBITION OF INSIDER TRADING

I n terms of the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended (PIT Regulations), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor
and Report Trading by Insiders'' ("the Code"). The Code
is applicable to all Directors, Designated persons and
connected Persons and their immediate relatives, who have
access to unpublished price sensitive information relating
to the Company.

Pursuant to PIT Regulations and circulars issued by SEBI and
Stock Exchange/s from time to time, the Company have
installed the Structured Digital Database (SDD) Software
and all UPSI duly captured.

Company has also formulated a ''Code of Practices and
Procedures for Fair Disclosure''of Unpublished Price Sensitive
Information (UPSI) in compliance with the PIT Regulations.

The aforesaid Codes are available on the website of the
Company i.e; https://udtltd.com/code-of-conduct/.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security were proposed to
be utilized by the recipients are provided in the standalone
financial statements (Please refer to Notes to the standalone
financial statements).

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 Board of Directors

During the year under review, your Company''s board
consisted of six members, adhering to all relevant laws, rules,
and regulations with a balanced composition of Executive
and Non-executive Directors. The Board comprises three
Independent Directors and three Executive Directors, with
one of the Executive Directors also serving as the Chairman-
cum-Managing Director.

As of the date of this report, there have been two changes
in the composition of the Board of Directors as the
designation of:

1) Mr. Pramod Kumar Gupta has changed from
managing director to non-executive director and
continue to serve the Company as Chairman w.e.f;
August 12, 2025.

2) Mr. Kanal Gupta has changed from whole time director
to managing director of the Company and continue to
receive the same remuneration payable to him w.e.f
August 12, 2025.

The composition of the Board of Directors at the end of
FY25 was as under:-

Mr. Pramod Kumar Gupta : Chairman-cum-Managing Director
Mr. Kanal Gupta : Executive Director

Mr. Inderpal Sharma : Executive Director

Mr. Krishan Diyal Aggarwal : Independent Director (upto
25.09.2024)

Mrs. Preet Verma : Independent Women Director

Mr. Pandian : Independent Director

Kalyanasundaram

Mr. Ved Prakash Mahawar : Independent Director

During the year under review, one of Independent Director
Mr. Krishan Diyal Aggarwal (DIN - 00861164) has completed
their tenure in the previous AGM held on September 25,
2024, as Independent Director of the Company, pursuant
to provisions of sub-sections (10) and (11) of section 149 of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Accordingly,
Mr. Krishan Diyal Aggarwal ceased to be an Independent
Director and Member of the Board of Directors of the
Company including committee(s) thereof. The Board of
Directors place on record their deep appreciation for
the wisdom, knowledge and guidance provided by Mr.
Aggarwal during his tenure.

Furthermore, pursuant to Section 152 of the Companies
Act and the Articles of Association of the Company, Mr.
Pramod Kumar Gupta (DIN - 000619482) Director, is due to
retire by rotation at the upcoming Annual General Meeting.

Mr. Pramod Kumar Gupta (DIN - 00619482) is eligible for re¬
appointment and has offered himself for re-election at the
said Annual General Meeting. His reappointment is subject
to the approval of the members and is detailed in the notice
of the 43rd AGM. Relevant information concerning the
Director''s reappointment, as required under Para 1.2.5 of the
Secretarial Standards on General Meetings and Regulation
36(3) of the Listing Regulations, has been provided in the
AGM notice.

25.2 Declaration from Independent Directors

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1) (b)
of the SEBI Listing Regulations and there has been status
as an Independent Director during the FY 2024-25. The
Independent Directors have also given declaration of
compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of
Corporate Affairs.

All Independent Directors of the Company have affirmed
compliance with the Schedule IV of the Act and Company''s
Code of Conduct for Directors and Employees for the
FY 2024-25.

In terms of the Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have enrolled themselves with
the Indian Institute of Corporate Affairs (''IICA'') on the
Independent Directors Databank. Further, all the members
of Board have declared their equity shares holding as well as
interest in the Company as per requirement of Companies
Act, 2013 and Listing Regulations.

25.3 Board Familiarisation and Training Programme

The Company has adopted a policy on familiarisation
programme for Independent Directors with an objective
of making the Independent Directors of the Company
accustomed with Company''s business operations,
strategies, and processes to enable the Directors to
effectively discharge their responsibilities through various
structured orientation programme.

The familiarization programme also intends to update the
Directors on a regular basis on any significant changes
therein so as to be in a position to take well informed and
timely decision.

The details of the familiarization programme undertaken
have been uploaded on the website of the Company i.e;
https://udtltd.com/policies/.

25.4Key Managerial Personnel

As on the date of this report, in terms of the provisions of
Section 203 & 2(51) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following are the Key Managerial Personnel
of the Company as on the date of report:

Mr. Pramod Kumar Gupta : Chairman-cum-Non-executive
Director

Mr. Kanal Gupta : Managing Director

Mr. Inderpal Sharma : Executive Director

Mr. Manoj Kumar Arora : Chief Financial Officer

Mr. Anand Kumar Mishra : Company Secretary-cum-
Compliance Officer

The remuneration and other details of these KMPs for the
FY25 are provided in the Corporate Governance Report
which forms part of this report.

25.5Committees of the Board & their Meetings

As on March 31,2025, in compliance with applicable laws,
rules and regulations, as also for other purposes, your Board
has constituted the following committees / subcommittees:-

• Audit Committee

• Nomination and Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee (CSR)

• Risk Management Committee

The composition of the Committees was in conformity with
the applicable provision of the Companies Act, 2013 and
SEBI Listing Regulations. For more details on composition
and meeting of committee/s for the FY25 are provided in
the Corporate Governance Report which forms part of
this report.

25.6Meetings of Board of Directors

During the year under review, your Board were met 5 (Five)
times and the time gap between two board meetings did not
exceed 120 days. These meetings of the Board of Directors
were held on May 24, 2024, August 13, 2024, September 25,
2024, November 12, 2024 & February 07, 2025.

The composition of Board of Directors during the year
ended March 31, 2025 is in conformity with Regulation
17 of the SEBI Listing Regulations read with Section 149
of the Companies Act, 2013. For more on attendance and
other details for the FY25 are provided in the Corporate
Governance Report which forms part of this report.

The provisions of Companies Act, 2013 and Listing
regulations were adhered to timely while considering the

time gap between two (02) meetings and various other
requirements including Secretarial Standards as issued by
The Institute of Company Secretaries of India (ICSI).

25.7Meetings of Independent Directors

I n accordance with Section 149(8) read with Schedule V
and other relevant provisions of the Companies Act, 2013,
as well as Regulation 25(3) of the Listing Regulations, a
separate meeting of Independent Directors was convened
on February 07, 2025. This meeting was attended by Mrs.
Preet Verma, Mr. Pandian Kalyanasundaram, and Mr. Ved
Prakash, independent directors of the Company in the
absence of Non-Independent Directors and members of the
management inter alia to:-

• Review the performance of Non-Independent
Directors, the Board as a whole and that of its various
Committees constituted;

• Review the performance of the Chairperson of the
Company, taking into account the views of Executive
Director/s and Non-Executive Director/s; and

• Assess the quality, content and timeliness of flow of
information between the Company Management
and the Board which is necessary for the Board to
effectively and reasonably perform its duties.

25.8Performance Evaluation of Board and Effectiveness

Pursuant to the provisions of the Act and Listing Regulations
and as per Guidance Note on Board Evaluation issued
by SEBI, the Board has carried out annual performance
evaluation of its own performance, the Directors individually
as well as evaluation of the working of its Committees at
its meeting held on February 07, 2025 on the basis of a
structured Questionnaire covering various aspects of the
Board''s functioning.

During the FY25, all Independent Directors have participated
in the evaluation process and opined that the integrity,
expertise, and experience (including proficiency) of the
Independent Directors are satisfactory. The Nomination
and Remuneration Committee has defined the evaluation
criteria for the performance evaluation of individual
Directors, the Board and its Committees.

The review concluded by affirming that the Board as a whole
as well as its Chairman, all of its members, individually,
and the Committees of the Board continued to display a
commitment to good governance by ensuring a constant
improvement of processes and procedures and contributed
their best in the overall growth of the organization.

26. DIRECTORS'' APPOINTMENT AND REMUNERATION
POLICY:

The Company has on the recommendation of the
Nomination and Remuneration Committee framed and
adopted a Nomination and Remuneration Policy in terms of
the Section 178 of the Act. The policy, inter alia lays down the
principles relating to appointment, cessation, remuneration
and evaluation of directors, key managerial personnel
and senior management personnel of the Company. Non¬
executive, independent directors are paid, "Sitting Fee/s"
within the limits prescribed under the Companies Act, 2013
at a fixed rate per meeting attended by them and as such
the same cannot be compared with the remuneration to
other employees. There-apart, no other remuneration or
perquisite was paid to, and no service contract was entered
into with them.

The Nomination & Remuneration Policy of the Company is
available on the website of the Company i.e; https://udtltd.
com/policies/.

27. SECRETARIAL STANDARDS AND INDIAN
ACCOUNTING STANDARDS

The Board of Directors affirms that UDTL has complied in
true letter & spirit with applicable Secretarial Standard/s
issued by the Institute of Companies Secretaries of India (SS-
1 and SS-2) relating to Board meetings, General Meetings
and Committees thereof. Also, UDTL has complied with
applicable Indian Accounting Standards while preparing
these financial statements.

28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

The Ministry of Corporate Affairs (MCA), Government
of India has taken a ''Green Initiative in the Corporate
Governance'' vide its Circular Nos. 17/2011 dated 21.04.2011
and 18/2011 dated 29.04.2011 which enables the entity to
effect electronic delivery of documents including the Notice
of Annual General Meeting/Extra Ordinary General Meeting,
audited financial statements, Director''s Reports, etc. in
electronic form, to the e-mail address of the Shareholders
have registered with Depository Participant (DP).

Members may please note that AGM Notice and Annual
Report 2024-25 are being send only in electronic mode
and the said notice and annual report are also available
on the Company''s website www.udtltd.com, websites of
the Stock Exchange/s i.e; BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively.

The Securities and Exchange Board of India (SEBI) has
by its Circular No. SE BI/H O/MIRS D/MI RSD_RTAM B/P/
CIR/2021/655 dated November 03, 2021, Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated
December 14, 2021 and Circular No. SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 made
it mandatory for all holders of physical Securities to furnish
the copy of PAN, Nomination in form SH-13, Cancellation or
change in Nomination in form SH-14, Updation of contact
detail in form ISR-1, & updation of Bank account details
in form ISR-2. In this regard, you may contact with our
Company''s designated Registrar & Share Transfer Agent
(RTA) and / or to our Company''s official.

29. RISK MANAGEMENT

Risk management is a crucial aspect of corporate governance.
The Board of Directors has formed a Risk Management
Committee (''RMC'') to support in overseeing and evaluating
the company''s risk management plan, implementing its risk
management framework, and performing other functions
as deemed appropriate by the Board.

The Risk Management framework ensures the identification,
prioritization, mitigation, monitoring, and thorough
reporting of significant threats to our organization''s strategic
objectives, reputation, operational continuity, environment,
compliance, and the health and safety of our employees.
A comprehensive section on Risk Management is detailed
in the Management Discussion and Analysis Report, which
forms an essential part of this Annual Report.

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9)
of the Listing Regulations, the Company has formulated and
adopted a Risk Management Policy, same is available on the
website of the Company i.e; https://udtltd.com/policies/.

The Company has actively pursued a risk mitigation policy
by diversifying its products, services, markets, and customer
base. Additionally, within the Industrial & Engineering
segment, efforts are underway to reduce reliance on
contract manufacturing. This includes boosting the
Company''s product portfolio and building brand equity.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

• In the preparation of the Annual Financial Statements
for the year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

• such accounting policies applied consistently and
judgments and estimates have been made 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 March 31,2025 and of the profit of
UDTL for the year ended on that period;

• proper and sufficient care has been taken 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;

• the annual financial Statement for FY 2024-25 were
prepared on a Going Concern basis;

• they have laid down internal financial controls to be
followed by your Company and that such internal
financial controls are adequate and operating
effectively;

• devised the proper system to ensure compliance with
the provisions of all applicable laws and that such and
were adequate and operating effectively.

31. PREVENTION OF SEXUAL HARASSMENT

The Company has in place a policy on prevention, prohibition
and redressal of Sexual Harassment at workplace in line with
the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Committee has been setup to look after the
complaints. All new employees undergo a comprehensive
personal orientation session on the POSH (Prevention of
Sexual Harassment) policy adopted by your company.
The Company is committed towards promoting the work
environment that ensures every employee is treated with
dignity and respect and afforded equitable treatment
irrespective of their gender, race, social class, caste, creed,
religion, place of origin, sexual orientation, disability or
economic status. All employees of the Company are covered
under this policy.

The details of complaints received and disposed-off during
the FY25 is as follows:

Sr. No. Particulars	Status
1. Number of Sexual Harassment Complaints received	0
2. Number of Sexual Harassment Complaints disposed off	0
3. Number of Sexual Harassment Complaints	0

32. OTHER STATUTORY DISCLOSURE

During the FY 2024-25, there were no transaction requiring

disclosure or reporting in respect of matters relating to:

• No material changes and commitment, affecting the
financial position of the Company which occurred
between the end of FY25 till the date of this Report.

• No instance of any one-time settlement with any
Banks or Financial Institutions.

• No application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

• No significant and material orders passed by the
Regulators/ Courts/Tribunals which impact the going
concern status and Company''s operations in future.

• UDTL has not issued any Equity Shares including with
Differential Voting Rights / Sweat Equity Shares.

• No occasion for revision in the Financial Statements for
the year under report.

• No change in the nature of business of UDTL as on the
date of this Report.

• No remuneration or commission to the Whole-time
Director/ Managing Director of the Company from the
subsidiaries of the Company.

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

• No transfer any amount to General Reserves of the
Company, due to enhancing shareholders value.

• The Company has duly complied with the provisions of
the Maternity Benefit Act, 1961, extending all statutory
benefits to eligible women employees.

33. CAUTIONARY STATEMENT

UDTL is involved in the manufacturing of oil drilling tools
and equipments. Since these tools and equipments are
predominantly used in the oil and gas industry, we are
focusing on the growth and prospects of them only.

Directors'' Report, Business Responsibility and Sustainability
Report, Management Discussion & Analysis Report, Financial
Statements (Standalone & Consolidated); annexure(s),
attachment(s) thereto information pertaining to the
projections, estimates, etc. are forward looking under SEBI
applicable rules and regulations, whereas, the actual results
might differ.

Important factors that could make difference to UDTL''s
operations includes, Global and India''s Demand, Supply
conditions, finished goods prices, Raw Material availability
and Prices, cyclical Demand and pricing in the Company''s
principal markets, changes in Government regulations,
tax regimes, economic developments within India and the
Countries with whom UDTL conducts business and other
factors such as litigation and labour negotiations.

The Company is not obliged to publicly amend, modify/
revise forward looking statement(s), on the basis of any
subsequent development, information or events or
otherwise.

34. ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere appreciation
to the Company''s shareholders, bankers, and financial
institutions for their continued cooperation and support,
and looks forward to their sustained encouragement in
the future. The Directors also extend their gratitude to
customers, vendor partners, and business associates for
their steadfast trust and collaboration during the year.
Further, the Board acknowledges with deep appreciation
the commitment, hard work, and contribution of all
employees, whose efforts remain integral to the Company''s
success.

For and on behalf of Board of
United Drilling Tools Limited

Sd/-

Pramod Kumar Gupta

Date: 12/08/2025 Chairman

Place: New Delhi DIN: 00619482

---

Mar 31, 2024

The Board of Directors are pleased to present the 42nd Annual Report of the United Drilling Tools Limited ("UDTL"). This report, inter-alia, includes the audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024 (FY 2023-24), in accordance with the Companies Act, 2013 (including any amendments thereto currently in force) ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report offers an overview of the financial results and significant developments of United Drilling Tools Limited and its subsidiaries for the Financial Year ended March 31, 2024.

1. BUSINESS AND FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31,2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

1.1 Summarized Financial Highlights

(? in Lacs)
Particulars	STANDALONE		CONSOLIDATED
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	13,664.86	11,934.02	12,996.68	11,982.69
Other Income	142.70	157.36	59.63	59.73
TOTAL INCOME	13,807.56	12,091.38	13,056.31	12,042.42
LESS Total Expenses	12,457.78	10,626.78	11,677.39	10,561.61
Profit before Tax (PBT)	1,349.78	1,464.60	1,378.92	1,480.81
LESS Tax Expenses	432.69	446.95	440.91	453.35
Profit after Tax (PAT)	917.09	1,017.65	938.01	1,027.46
Other comprehensive Income	2.47	(6.79)	2.47	(6.79)
Total comprehensive Income for the period, net of tax	919.56	1,010.86	940.48	1,020.67

1.2 General Information & State of Company''s Affairs

UDTL stands at the forefront of innovation in the oil and gas industry, continually integrating cutting-edge technologies into its product offerings. This commitment enhances the technological advantages available to its clients, driving efficiency and reliability in operations. With a dedicated team of experienced engineers and support personnel, UDTL provides robust technical support and expertise throughout all stages, including comprehensive after-sales services to our customers.

The Company''s extensive product lines cater comprehensively to the needs of the industry. Specializing in wireline and slickline solutions, UDTL serves as a trusted single-source provider, offering a wide array of tools and equipment designed for precision and durability in challenging environments. Each product undergoes rigorous testing and adheres to stringent quality standards,

including ISO certification and compliance with American Petroleum Institute (API) specifications.

UDTL''s commitment to excellence is further underscored by its state-of-the-art manufacturing facilities, strategically located to support global operations. These facilities not only ensure high-quality production but also enable swift response times and efficient logistics management. Additionally, the Company''s upcoming Greenfield manufacturing unit near Mundra port in Gujarat signifies its proactive approach to expanding capacity and enhancing technological capabilities. A new cutting-edge Greenfield manufacturing unit focused on technology is set to commence operations near Mundra port in Gujarat soon.

By staying at the forefront of technological advancements and maintaining a dedicated focus on customer satisfaction, UDTL continues to set benchmarks in the industry. Its ability to innovate, coupled with a strong foundation of technical expertise and comprehensive product offerings, reinforces

its position as a preferred partner for oil and gas companies worldwide.

The Company operates four state-of-the-art manufacturing facilities with a proven track record of producing high-quality products. These facilities adhere to international standards such as ISO 9001:2015, ISO 45001:2018, 14001:2015, and are certified by the American Petroleum Institute (API License No. 5CT-0565, 5L-0424, 7-1-0393, 19G1-0008, 19G2-0010).

UDTL has recently introduced a range of innovative products, including UDT Chaser Subs / Drive Subs, UDT Circulating Head, UDT Crossovers & Pup Joints, UDT Anti-Rotation Device (Shear Tool), UDT Telescopic Mastline Unit, and UDT BOP Control System for Truck-Mounted Slickline Winches. Additionally, the Company has launched the UDT Hydraulic Testing Unit for Truck-Mounted Slickline Winches. These advancements highlight UDTL''s commitment to developing cutting-edge solutions that enhance efficiency and safety in the oil and gas industry. Each product is designed with precision engineering and undergoes rigorous testing to meet the highest quality standards, ensuring reliability and performance in challenging operational environments.

The Company achieved significant technological advancements in the manufacturing of several of our products, including wireline winches and multi-start connectors. These enhancements underscore our commitment to innovation and improving performance standards across our product lines.

The Company''s several key initiatives, such as establishing our marketing agents in new countries, actively participating in major oil and gas conferences, and notably, joining the India Energy Week, which was graced by our Prime Minister. These efforts are part of our strategic approach to expanding our global presence and fostering valuable partnerships in the energy sector.

During year under review FY 2023-24, the Company has undertaken significant initiatives in the realm of research and development, consistently innovating to introduce new products and enhance the performance of our existing lineup. This proactive approach underscores our commitment to staying at the forefront of technological advancements in our industry. The Company has embarked on major initiatives, including the development of additional sizes of connectors and the introduction of new types of winches. These efforts reflect our commitment to expanding our product offerings and meeting diverse market demands with innovative solutions.

UDTL Group works closely with prominent entities like ONGC, Oil India, Focus Energy, GeoEnpro, Jindal Drilling, and Welspun in India. Internationally, we collaborate with well-known brands such as Halliburton, Schlumberger,

Shelf Drilling, Aramco, ACT, Adnoc, Pitman and Kuwait Oil Company. Our revenue comes from government organizations, private sector companies, and exports in the oil and gas industries, showcasing our broad reach and trusted partnerships worldwide.

2. DIVIDEND

During the Year under review, the Board of Directors have declared and paid two interim dividends aggregating 12% i.e; ? 1.20/- per equity share of ? 10/- each.

The Directors have also recommended a final dividend @ 6% i.e; ? 0.60/- per equity share of ? 10/- each based on the parameters laid down in the Policy and such dividend will be paid out of the distributable profits for the year.

The Final dividend will be disbursed, subject to approval by the Members at the ensuing Annual General Meeting ("AGM"), to those members, whose names are listed in the Register of Members (including Beneficial Owners) maintained by the Depositories as of the Record Date i.e., August 27, 2024. The Final Dividend will be paid to entitled shareholders on or after the specified date, with deduction of Tax Deducted at Source (TDS) at rates as prescribed under the Income Tax Act, 1961.

2.1 Unclaimed Dividends

The Information regarding outstanding and unclaimed dividends previously declared and paid by your Company can be found in the Corporate Governance Report, included as part of this Annual Report.

2.2 Investor Education and Protection Fund (IEPF)

The unclaimed and un-encashed dividends for the Financial year 2016-17 (Final Dividend) will be transferred to the Investor Education and Protection Fund (IEPF) on or before due date prescribed under IEPF rules. Additionally, shares corresponding to dividends unclaimed for seven consecutive years will also be transferred to the IEPF in accordance with the IEPF Rules. The year-wise amounts of unclaimed or un-encashed dividends in the unpaid dividend account up to the current year, and information on corresponding shares eligible for transfer can be found in the shareholder information section of the Corporate Governance Report included in this Annual Report. These details are also accessible on your Company''s web-site https://udtltd.com/ investor-home/shareholder-information/dividend.

2.3 Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') had formulated and adopted a Dividend Distribution Policy (the ''Policy'') and same is available on the website of the Company i.e; https://udtltd.com/policies/.

3. SHARE CAPITAL

During the year under review, the Company has not altered/ modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on March 31,2024 is ? 20,30,31,260/- divided into 2,03,03,126 Equity Shares of H10/- each fully paid up.

4. LISTING

UDTL''s Equity Shares remain listed on both the domestic stock exchanges, namely BSE Limited and National Stock Exchange of India Limited. Additionally, both NSDL and CDSL, the depositories, continue to provide their services to our esteemed shareholders/members. For the Financial Year 2024-25, your Company has duly paid the annual fees to all these entities.

5. PUBLIC DEPOSITS

During the financial year under review, Your company did not accept any deposits as defined under Section 73 or 74 of the Companies Act, read with the Companies (Acceptance of Deposits) Rules, 2014 at the end of FY 2024, there were no outstanding amounts on account of principal or interest on deposits from the public during this period.

6. CREDIT RATING

The rating agency has consistently upheld a BBB (STABLE) rating for the Company throughout FY 2023 and FY 2024, underscoring its strong commitment to sound financial management. This reaffirms the trust and reputation the Company has earned for its consistent ability to meet financial obligations and its unwavering dedication to stakeholders.

7. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the FY24, the Company has 1 (one) Wholly-owned Subsidiary. There have been no changes in the status of subsidiaries, joint ventures, or associate companies. Furthermore, pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, Your Company prepared consolidated financial statements of the Company

and its subsidiary, along with a statement highlighting the key financials of the Company''s subsidiaries in Form AOC-1, are included in the Annual Report under "Annexure-1".

The statement also provides the details of performance, financial positions of the subsidiary Company. As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of its subsidiary, are available on the website of the Company i.e; www. udtltd.com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

The policy for determining material subsidiaries may be accessed on the Company''s website at https://udtltd.com/ policies/.

9. AUDITORS AND THEIR REPORTS

9.1 Statutory Auditors and Statutory Audit Reports

During the year under review, M/s R S Dani & Co., Chartered Accountants (FRN-000243C), the Statutory Auditors of the Company, have tendered their resignation vide letter dated August 14, 2023, citing completion of 10 years as Statutory Auditors, leading to the creation of a casual vacancy as per the provisions of sub-section (8) of section 139 of the Companies Act, 2013. Subsequently, the Board filled the casual vacancy by appointing M/s Sarupria Somani & Associates, Chartered Accountants (ICAI Firm Registration No. 010674C), as Statutory Auditors of the Company at a meeting held on August 14, 2023. Their appointment was confirmed and approved by the members of the Company at the 41st Annual General Meeting held on September 26, 2023.

M/s R S Dani & Co., (FRN-000243C) having issued a Limited Review Report on the unaudited financial results for the 1st quarter ended June 30, 2023, and the rest quarter''s limited review report on unaudited financial results for the FY 202324 were issued by M/s Sarupria Somani & Associates as Statutory Auditors of the Company.

The members had approved the appointment of M/s Sarupria Somani & Associates, Chartered Accountants, (ICAI Firm Registration No. 010674C) as Statutory Auditors of the Company from the conclusion of 41st Annual General Meeting upto the conclusion of 43rd Annual General Meeting to be held in the calendar year 2025.

The Financial statements of the Company for the FY 202324 were audited by the M/s Sarupria Somani & Associates, Chartered Accountants (ICAI Firm Registration No. 010674C). Accordingly, their audit report along with audited financial statements for the said FY are being placed before the respected shareholders / members for their consideration and adoption. The Notes on the financial statements referred

to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no audit qualifications, reservations, disclaimers or adverse remarks, or reporting of fraud in the Statutory Auditors Report given by M/s Sarupria Somani & Associates, Chartered Accountants, (ICAI Firm Registration No. 010674C) of the Company for the financial year 2023-24 annexed in this Annual Report.

M/s Sarupria Somani & Associates, Chartered Accountants (ICAI Firm Registration No. 010674C) have confirm that they are not disqualified as statutory auditors of the company as per the provisions of Companies Act, 2013.

9.2. Secretarial Auditors & Secretarial Audit Report

In term of the provision of Section 204 of the Company Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Balraj Sharma & Associates, Company Secretaries, New Delhi as Secretarial Auditors of the Company for the financial year ended March 31, 2024.

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditors in Form MR-3 forms part of the Directors'' Report as "Annexure-2".

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

9.3 Internal Auditor & Internal Audit Reports

M/s APU & Co., Chartered Accountants, represented by CA Ankur Jain, the internal auditors of the company, have tendered their resignation on November 10, 2023, citing unwillingness to continue due to pre-existing commitments. The Board considered and accepted the resignation of the aforementioned internal auditor during a meeting held on November 10, 2023.

Following the cessation of M/s APU & Co., Chartered Accountants, as Internal Auditor of the Company, the Board has appointed, based on the recommendation of the audit committee, M/s Grover Lalla & Mehta, Chartered Accountants (ICAI Firm Registration No. - 002830N), represented by Mr. Pankaj Bansal, as internal auditors of the Company for the remaining period of FY 2023-24, as stipulated under Section 138 of the Companies Act, 2013.

M/s Grover Lalla & Mehta underscores commitment to upholding high standards of corporate governance and ensuring sound financial management practices. Their experience and specialization in Taxation, Finance, and Accounts equip them well to fulfill their responsibilities

diligently and contribute positively to your Company''s growth and sustainability objectives during FY24 and beyond.

The Internal auditors have submitted quarterly reports to the Company''s Audit Committee. Their reports do not contain any qualifications, reservations, or adverse remarks.

9.4 Cost Auditors, Cost Records and Cost Audit Report

During the year under review, your Company has complied with Section 148(1) of the Act by maintaining accounts and cost records as prescribed by the Central Government. These cost accounts and records are subject to audit by M/s Swati Chaturvedi, Practicing Cost Accountants (Firm Registration Number: 100664), for FY2023-24.

The Board of Directors has re-appointed M/s Swati Chaturvedi, Practicing Cost Accountants (Firm Registration Number: 100664), as the Cost Auditors of our Company for the Financial Year 2024-25 for conducting the cost audit in compliance with regulatory requirements, a resolution seeking shareholder approval for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 has been included in the Notice convening the forthcoming Annual General Meeting (AGM).

The cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

9.5 Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s Balraj Sharma & Associates, Company Secretaries had submitted to the Stock Exchange/s as per the Listing regulations.

9.6 Reporting of Frauds by Auditors

During the FY24, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the rules made thereunder.

10. CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Financial Officer (''CFO'') and Managing Director of the Company have certified and confirming the correctness of the Financial Statements (Standalone and Consolidated) and Cash Flow Statements (Standalone and Consolidated), adequacy of the internal control measures for financial reporting for the year ended March 31, 2024. The certificate dated May 24, 2024 which is forms part of this report as "Annexure-3".

11. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

The Company has adopted a Code of Conduct for its employee including the Managing Director, Executive Directors, Non-Executive Directors and Independent Directors of the Company. Pursuant to the relevant listing regulations, the Company has received a compliance confirmation certificate from the Managing Director of the Company dated August 13, 2024 which is forms part of this report as "Annexure-4".

12. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

None of the Directors on the Board of the Company for the FY ended March 31, 2024, have been debarred or disqualified from being appointed or continuing as Director of the Company. The Company have received a Certificate from Practicing Company Secretary dated August 01,2024 which is forms part of this report as "Annexure-5".

13. CORPORATE SOCIAL RESPONSIBILITY

During year under review, the Company has spent 2% of average net profits of your Company, during the three years immediately preceding financial year.

In accordance with Section 135 of the Act, as amended, read with Notification issued by the Ministry of Corporate Affairs (''MCA'') dated January 22, 2022 and September 20, 2022 the applicable rules, the Company has updated Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in "Annexure-6" of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, which forms part of this Report.

The CSR Policy is available on the website of the Company i.e; https://udtltd.com/policies/.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is presented in a separate section, forming an integral part of this Annual Report as "Annexure-7".

15. CORPORATE GOVERNANCE

We, at UDTL, re-affirms its continued commitment, adhering good Corporate Governance practices. The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirement set out by SEBI Listing Regulations.

Pursuant to Regulation 34(3) of the Listing Regulations, a report on Corporate Governance along with a Certificate

from the Chartered Accountants in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in "Annexure-8"and "Annexure-9"respectively.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure-10".

Statement containing particulars of top 10 employees and particulars of employees as required 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 is provided as a separate Annexure forming part of this report.

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

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases.

The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies Accounts Rules, 2014 are given in "Annexure-11".

18. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f ) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the FY24 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/ HO/CFD/CMD-2/P/CIR/2021 /562 dated May 10, 2021 which is forms part of this report as "Annexure-12".

19. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company had laid down the criteria dealing with Related Party Transactions. During the year, the Company had not entered into any materially significant transaction as defined in the RPT Policy with related parties viz. promoters, directors, their relatives or the management, subsidiaries etc. that may have potential conflict with the interests of the Company at large.

All transactions entered by the Company during the FY24 with related parties were in the ordinary course of business

and on an arm''s length basis, which were recommended and approved by the Audit Committee.

During the year under review, The Company did not engage in any related party transactions that could potentially disadvantage minority shareholders.

The Audit Committee of the Company consists entirely of Independent Directors. Members of the Audit Committee abstained from participating in discussions and voting on transaction(s) in which they had an interest.

Form AOC-2 furnishing particulars of contracts or arrangements entered by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed to this report as "Annexure-13".

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

The details of all the Related Party Transactions form part of the standalone financial statements attached to this Annual Report. The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board and is available on the website of the Company i.e; https://udtltd.com/policies/.

20. INTERNAL FINANCIAL CONTROL, AUDIT SYSTEMS AND THEIR ADEQUACY

The Company''s internal financial controls are commensurate to the scale and complexity of its operations.

The Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Internal Control Over Financial Reporting (ICFR) remains an important component to foster confidence in a company''s financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework.

Esteemed Members / Shareholders may please refer ''Internal control systems and their adequacy'' section in the

Management''s discussion and analysis report, which forms part of this Annual Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules,

2014, the Annual Return for FY the 2023-24 is uploaded on the website of the Company and the same is available on the website of the Company i.e; https://udtltd.com/ annualreturn/.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal, suspected Fraud or unethical practices and to report genuine concerns to the Audit Committee of the Company.

The mechanism provides adequate safeguards against victimization of directors or employees who avail of the mechanism. The Whistle Blower Policy is available on the website of the Company i.e; https://udtltd.com/policies/.

22.1CYBER SECURITY

Due to the rise in cyber attack incidents, we regularly review our cyber security maturity and continuously enhance our processes and technological controls to align with evolving threat scenarios. Our company''s technology infrastructure features real-time security monitoring with essential controls implemented across multiple layers, spanning from end-user devices to networks, applications, and data protection measures.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

23. PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders'' ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.

Pursuant to PIT Regulations and circulars issued by SEBI and Stock Exchange/s from time to time, the Company have installed the Structured Digital Database (SDD) Software and all UPSI duly captured, quarterly compliance certificate also filed to Stock Exchanges.

The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure''of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company i.e; https://udtltd.com/code-of-conduct/.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipients are provided in the standalone financial statements (Please refer to Notes to the standalone financial statements).

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 Board of Directors

During the year under review, Your Company''s board consisted of seven members, adhering to all relevant laws, rules, and regulations with a balanced composition of Executive and Non-executive Directors. The Board comprises four Independent Directors and three Executive Directors, with one of the Executive Directors also serving as the Chairman-cum-Managing Director. As of the date of this report, there have been no changes in the composition of the Board of Directors.

The composition of the Board of Directors at the end of FY24 was as under:-

Mr. Pramod Kumar Gupta : Chairman-cum-Managing Director

Mr. Kanal Gupta : Executive Director

Mr. Inderpal Sharma : Executive Director

Mr. Krishan Diyal Aggarwal : Independent Director

Mrs. Preet Verma : Independent Women Director

Mr. Pandian : Independent Director

Kalyanasundaram

Mr. Ved Prakash Mahawar : Independent Director

Furthermore, pursuant to Section 152 of the Companies Act and the Articles of Association of the Company, Mr. Inderpal Sharma (DIN - 07649251), Whole-time Director, is due to retire by rotation at the upcoming Annual General Meeting. Mr. Inderpal Sharma (DIN - 07649251) is eligible for re-appointment and has offered himself for re-election at the said Annual General Meeting. His reappointment is subject to the approval of the members and is detailed in the notice of the 42nd AGM. Relevant information concerning the Director''s reappointment, as required under Para 1.2.5 of the Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations, has been provided in the AGM notice.

25.2 Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been status as an Independent Director during the FY 2023-24. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Company''s Code of Conduct for Directors and Employees for the FY 2023-24.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves with the Indian Institute of Corporate Affairs (''IICAO on the Independent Directors Databank. Further, all the members of Board have declared their equity shares holding as well as interest in the Company as per requirement of Companies Act, 2013 and Listing Regulations.

25.3Board Familiarisation and Training Programme

The Company has adopted a policy on familiarisation programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme.

The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarization programme undertaken have been uploaded on the website of the Company i.e; https://udtltd.com/policies/.

25.4Key Managerial Personnel

As on the date of this report, in terms of the provisions of Section 203 & 2(51) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on the date of report:

Mr. Pramod Kumar Gupta : Chairman-cum-Managing Director Mr. Kanal Gupta : Executive Director

Mr. Inderpal Sharma : Executive Director Mr. Manoj Kumar Arora : Chief Financial Officer

Mr. Anand Kumar Mishra : Company Secretary & Compliance Officer

The remuneration and other details of these KMPs for the FY24 are provided in the Corporate Governance Report which forms part of this report.

25.5Committees of the Board & their Meetings

As on March 31,2024, in compliance with applicable laws, rules and regulations, as also for other purposes, your Board has constituted the following committees / subcommittees:-

• Audit Committee

• Nomination and Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee (CSR)

• Risk Management Committee

The composition of the Committees was in conformity with the applicable provision of the Companies Act, 2013 and SEBI Listing Regulations.

For more details on composition and meeting of committee/s for the FY24 are provided in the Corporate Governance Report which forms part of this report.

25.6Meetings of Board of Directors

During the year under review, your Board were met 5 (Five) times and the time gap between two board meetings did not exceed 120 days. These meetings of the Board of Directors were held on May 29, 2023, August 14, 2023, September 26, 2023, November 10, 2023 & February 09, 2024.

The composition of Board of Directors during the year ended March 31, 2024 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For more on attendance and other details for the FY24 are provided in the Corporate Governance Report which forms part of this report.

The provisions of Companies Act, 2013 and Listing regulations were adhered to timely while considering the time gap between two (02) meetings and various other requirements including Secretarial Standards as issued by The Institute of Company Secretaries of India (ICSI).

25.7Meetings of Independent Directors

In accordance with Section 149(8) read with Schedule V and other relevant provisions of the Companies Act, 2013, as well as Regulation 25(3) of the Listing Regulations, a separate meeting of Independent Directors was convened on February 9, 2024. This meeting was attended by Mr. Krishan Diyal Aggarwal, Mrs. Preet Verma, Mr. Pandian Kalyanasundaram, and Mr. Ved Prakash, independent directors of the Company in the absence of NonIndependent Directors and members of the management inter alia to:-

• Review the performance of Non-Independent Directors, the Board as a whole and that of its various Committees constituted;

• Review the performance of the Chairperson of the Company, taking into account the views of Executive Director/s and Non-Executive Director/s; and

• Assess the quality, content and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

25.8Performance Evaluation of Board and Effectiveness

Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on February 09, 2024 on the basis of a structured Questionnaire covering various aspects of the Board''s functioning .

During the FY24, all Independent Directors have participated in the evaluation process and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors are satisfactory. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

26. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY

The Company has on the recommendation of the Nomination and Remuneration Committee framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

Non-executive, independent directors are paid, "Sitting Fee/s" within the limits prescribed under the Companies Act, 2013 at a fixed rate per meeting attended by them and as such the same cannot be compared with the remuneration to other employees. There-apart, no other remuneration or perquisite was paid to, and no service contract was entered into with them.

The Nomination & Remuneration Policy of the Company is available on the website of the Company i.e; https://udtltd. com/policies/.

27. SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that UDTL has complied in true letter & spirit with applicable Secretarial Standard/s issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) relating to Board meetings, General Meetings and Committees thereof. Also, UDTL has complied with applicable Indian Accounting Standards while preparing these financial statements.

28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

The Ministry of Corporate Affairs (MCA), Government of India has taken a ''Green Initiative in the Corporate Governance'' vide its Circular Nos. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 which enables the entity to effect electronic delivery of documents including the Notice of Annual General Meeting/Extra Ordinary General Meeting, audited financial statements, Director''s Reports, etc. in electronic form, to the e-mail address of the Shareholders have registered with Depository Participant (DP).

Members may please note that AGM Notice and Annual Report 2023-24 are being send only in electronic mode and the said notice and annual report are also available on the Company''s website www.udtltd.com, websites of the Stock Exchange/s i.e; BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

The Securities and Exchange Board of India (SEBI) has by its Circular No. SE BI/H O/MIRS D/MI RSD_RTAM B/P/ CIR/2021/655 dated November 03, 2021, Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 made it mandatory for all holders of physical Securities to furnish the copy of PAN, Nomination in form SH-13, Cancellation or change in Nomination in form SH-14, Updation of contact detail in form ISR-1, & updation of Bank account details in form ISR-2. In this regard, you may contact with our Company''s designated Registrar & Share Transfer Agent (RTA) and / or to our Company''s official.

29. RISK MANAGEMENT

Risk management is a crucial aspect of corporate governance. The Board of Directors has formed a Risk Management Committee (''RMC'') to support in overseeing and evaluating the company''s risk management plan, implementing its risk management framework, and performing other functions as deemed appropriate by the Board.

The Risk Management framework ensures the identification, prioritization, mitigation, monitoring, and thorough reporting of significant threats to our organization''s strategic objectives, reputation, operational continuity, environment, compliance, and the health and safety of our employees. A comprehensive section on Risk Management is detailed in the Management Discussion and Analysis Report, which forms an essential part of this Annual Report.

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, the Company has formulated and adopted a Risk Management Policy, same is available on the website of the Company i.e; https://udtltd.com/policies/.

The Company has actively pursued a risk mitigation policy by diversifying its products, services, markets, and customer base. Additionally, within the Industrial & Engineering segment, efforts are underway to reduce reliance on contract manufacturing. This includes boosting the Company''s product portfolio and building brand equity.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

• In the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

• such accounting policies applied consistently and judgments and estimates have been made 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 March 31,2024 and of the profit of UDTL for the year ended on that period;

• proper and sufficient care has been taken 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;

• the annual financial Statement for FY 2023-24 were prepared on a Going Concern basis;

• they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;

• devised the proper system to ensure compliance with the provisions of all applicable laws and that such and were adequate and operating effectively.

31. PREVENTION OF SEXUAL HARASSMENT

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been setup to look after the complaints. All new employees undergo a comprehensive personal orientation session on the POSH (Prevention of Sexual Harassment) policy adopted by your company.

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

All employees of the Company are covered under this policy.

The details of complaints received and disposed-off during the FY24 is as follows:

S. No.	Particulars	Status
1.	Number of complaints pending at the beginning of the FY23	0
2.	No. of complaints received during the FY2023-24	0
3.	No. of complaints resolved during FY2023-24	0
4.	Number of complaints pending at the end of FY 2024	0

32. OTHER STATUTORY DISCLOSURE

During the FY 2023-24, there were no transaction requiring

disclosure or reporting in respect of matters relating to:

• No material changes and commitment, affecting the financial position of the Company which occurred between the end of FY24 till the date of this Report.

• No instance of any one-time settlement with any Banks or Financial Institutions.

• No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No significant and material orders passed by the Regulators/ Courts/Tribunals which impact the going concern status and Company''s operations in future.

• UDTL has not issued any Equity Shares including with Differential Voting Rights / Sweat Equity Shares.

• No occasion for revision in the Financial Statements for the year under report.

• No change in the nature of business of UDTL as on the date of this Report.

• No remuneration or commission to the Whole-time Director/ Managing Director of the Company from the subsidiaries of the Company.

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

• No transfer any amount to General Reserves of the Company, due to enhancing shareholders value.

33. CAUTIONARY STATEMENT

UDTL is involved in the manufacturing of oil drilling tools and equipments. Since these tools and equipments are predominantly used in the oil and gas industry, we are focusing on the growth and prospects of them only. Directors'' Report, Business Responsibility and Sustainability Report, Management Discussion & Analysis Report, Financial Statements (Standalone & Consolidated); annexure(s), attachment(s) thereto information pertaining to the projections, estimates, etc. are forward looking under SEBI applicable rules and regulations, whereas, the actual results might differ.

Important factors that could make difference to UDTL''s operations includes, Global and India''s Demand, Supply conditions, finished goods prices, Raw Material availability and Prices, cyclical Demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the Countries with whom UDTL conducts business and other factors such as litigation and labour negotiations.

The Company is not obliged to publicly amend, modify/ revise forward looking statement(s), on the basis of any subsequent development, information or events or otherwise.

34. ACKNOWLEDGEMENTS

The Directors extend their gratitude to shareholders, bankers, and financial institutions for their cooperation and support, and seek their ongoing support. They also thank customers, vendor partners, and other business associates for their continued collaboration throughout the year. The Directors acknowledge and appreciate the dedication and efforts of all Company''s employee.

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Mar 31, 2023

The Board of Directors are pleased to present the 41^st Annual Report of the United Drilling Tools Limited ("UDTL"). This report, inter-alia, includes the audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2023 (FY23).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended March 31,2023, in respect of UDTL.

1. BUSINESS PERFORMANCE AND FINANCIAL HEIGHLIGHTS

We aim to delivering best possible Returns on your valued Investment made in UDTL''s values, principles and ethos. With this avowed goal instilled with your strong belief, blessings & continued support, we have closed this Financial Year with best possible results, despite odds & difficult times.

1.1 Financial Highlights

(Rs. in Lacs)
Particulars	STANDALONE		CONSOLIDATED
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	11,934.02	16,441.89	11,982.69	17,489.55
Other Income	157.36	199.84	59.73	110.18
TOTAL INCOME	12,091.38	16,641.73	12,042.42	17,599.73
LESS Total Expenses	10,626.78	9,477.50	10,561.61	10,452.72
Profit before Tax (PBT)	1,464.60	7,164.23	1,480.81	7,147.01
LESS Tax Expenses	446.94	2,128.71	453.35	2,144.09
Profit after Tax (PAT)	1,017.66	5,035.52	1,027.46	5,002.92
Other comprehensive Income	(6.79)	(0.39)	(6.79)	(0.39)
Total comprehensive Income for the period, net of tax	1,010.87	5,035.13	1,020.67	5,002.53

1.2 General Information & State of Company''s Affairs

Backed by robust manufacturing and R&D infrastructure, technologically advanced equipment, stringent quality control and a highly experienced team, UDTL presently manufactures different drilling tools across the four key product lines, such as Wire line and well service equipment, Gas Lift Equipment''s, Downhole tools and large OD casing Connectors.

Four (04) state-of-the-art Manufacturing facilities of the Company have proven track record of manufacturing high-quality products of field-proven test designs in conformity with international standards as per ISO 9001 & American Petroleum Institute (API License No. 5CT-0565, 5L-0424, 7-1-0393, 19G1-0008, 19G2-0010). A new state-of-the-art and tech-focussed Greenfield

manufacturing unit is soon coming up near Mundra port in the State of Gujarat.

UDTL''s continuing integration of new technologies and industry leading product lines enhances the technological advantages offered to the oil and gas industry; an experienced engineering and support personnel coupled with extensive product lines makes it a single source provider for wireline and slickline solutions.

I ncorporating products with newer technology and with over 4 decades of combined experience, the UDTL product group is one of the leading Companies in design and manufacturing of wireline products for slickline and electric line applications.

UDTL has always been an innovation-led company with team of design engineers conducting challenging Research and Development (R&D) Projects, as well as, client specific design programmes. Aided by the most up-to-date engineering and analysis software, their designs are robust, long lasting and comply with relevant region-specific regulations. Featuring the dependable field-proven UDTL closed loop hydraulic system used in UDTL winches on all oil fields worldwide, the current wireline units are the industry''s most compact all-weather solution for today''s dynamic world of well servicing.

During the FY23, the company successfully developed two new patents, which have been recognized as valuable assets and capitalized in the Company''s Financial Statements.

UDTL''s products are hi-tech parts and equipment for oil drilling industry, used for a variety of purposes. Also, there are entry barriers to these types of products because the technology is highly sophisticated and is available only in advanced countries such as US and Europe. Further, the technology developed by the company is protected, Patented in Europe.

UDTL Group is working closely with some of the renowned Government and associated entities in India such as ONGC, Oil India, Cairn Energy, and Welspun, among others. In the international markets, we work with some of the renowned brands, such as Halliburton, Schlumberger, and Geo Empro among others. Our revenues are distributed between government organisations, private sector companies and exports in the oil and gas sectors.

2. DIVIDEND

During the Year under review, the Directors have declared and paid two interim dividends aggregating 12% i.e; ''1.20/-per equity share of ''10/- each.

The Directors have also recommended a final dividend @ 6% i.e; ''0.60/- per equity share of ''10/- each based on the parameters laid down in the Policy and such dividend will be paid out of of the distributable profits for the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting ("the AGM") will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of August 26, 2023.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') had formulated and adopted a Dividend Distribution Policy (the ''Policy'') and same is available on the website of the Company i.e; https://udtltd.com/policies/.

3. SHARE CAPITAL

During the year under review, the Company has not altered/ modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

The Paid-up Share Capital of the Company as on March 31, 2023 is ''20,30,31,260/- divided into 2,03,03,126 Equity Shares of ''10/- each fully paid up.

4. LISTING

UDTL''s Equity Shares continues to be listed on both the domestic stock exchange(s) viz., BSE Limited and National Stock Exchange of India Limited. Also, both NSDL & CDSL, Depositories are providing their services to our valued Shareholders / Members. Your Company has paid Annual Fee(s) to all of them for the Financial Year 2023-24.

5. PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding during the year under review.

6. CREDIT RATING

With strong commitment, performance, rating agency had continuously maintained BBB (STABLE) Rating for FY 2022, as also during FY 2023. This reaffirms reputation and trust, the Company has earned for its sound financial management and its ability to meet its financial obligations, commitment to its stakeholders.

7. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2022-23 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the FY23, the Company has 1 (one) Wholly-owned Subsidiary. The Board of Directors reviewed the affairs of the subsidiary. There is no other change in the status of subsidiaries, joint ventures and associate companies. Further, in accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary along with a statement containing the salient features of the financial statements of Company''s subsidiaries in Form AOC-1 forms part of Annual Report, given in "Annexure-1".

The statement also provides the details of performance, financial positions of the subsidiary Company. As per the provisions of Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and other related information of the Company and audited financial statements of its subsidiary, are available on the website of the Company i.e; www.udtltd. com. These documents will also be available for inspection during business hours at our registered office till date of annual general meeting.

The policy for determining material subsidiaries may be accessed on the Company''s website at https://udtltd.com/ policies/.

9. AUDITORS AND THEIR REPORTS9.1. Statutory Auditors and Statutory Audit Reports

Pursuant to Sections 139 & 142 of the Act, M/s R S Dani & Co., Chartered Accountants (ICAI Firm Registration No. 000243C) were appointed as the Statutory Auditors of the Company at the 37^th AGM, for a period of five years. They continue as the Statutory Auditors of the Company.

There are no audit qualifications, reservations, disclaimers or adverse remarks, or reporting of fraud in the Statutory Auditors Report given by M/s R S Dani &

Co. Statutory Auditors of the Company for the financial year 2022-23 annexed in this Annual Report.

M/s R S Dani & Co., after carrying out the audit for the financial year ended March 31, 2023, and issuance of Limited Review Report on the un-audited financial results for the 1^st quarter ended June 30, 2023, had resigned on August 14, 2023, to enable the Company to align its statutory auditors with the successor statutory auditors. The Board, after placing on record its appreciation for the contribution made by M/s R S Dani & Co., over the last ten years, accepted their resignation as statutory auditors in the meeting held on August 14, 2023.

Further, the Board took note of requisite declarations, consent letters and eligibility certificates received from the proposed Statutory Auditors i.e; M/s Sarupria Somani & Associates, Chartered Accountants (ICAI Firm Registration No. 010674C). They have confirmed that their appointment as Auditors, if made, shall be in accordance with the conditions laid down in the Companies Act, 2013 and rules made thereunder, including the criteria provided in Section 141 and Section 144 of the Companies Act, 2013 and SEBI Listing Regulations.

The Board approved the appointment of M/s Sarupria Somani & Associates, Chartered Accountants (ICAI Firm Registration No. 010674C) as the statutory auditors of the Company to fill the casual vacancy and further recommended to the shareholders for the appointment of statutory auditors for a first term of two years from the date of ensuing Annual General Meeting till the conclusion of the 43^rd Annual General Meeting to be held in the year 2025 on such remuneration as may be mutually agreed between the statutory auditors and the Board of Directors of the Company, from time to time.

9.2. Secretarial Auditors & Secretarial Audit Report

In term of the provision of Section 204 of the Company Act, 2013 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Balraj Sharma & Associates, Company Secretaries, New Delhi as Secretarial Auditors of the Company for the financial year ended March 31,2023.

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditors in Form MR-3 forms part of the Directors'' Report as "Annexure-2".

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

9.3. Internal Auditor & Internal Audit Reports

During the FY23, pursuant to the provision of section 138 of the Act and Listing Regulations, M/s APU & Co., Chartered Accountants, New Delhi, having vast experience in field of Taxation, Finance and Accounts, have been appointed as Internal Auditors of the Company for the financial year 2022-23 to conduct the Internal Audit of key functions and assessment of Internal Financial Controls, etc.

The Internal auditors have submitted their report on quarterly basis, to the Audit Committee of the Company. The Report of Internal Auditors does not mention any qualifications, reservations or adverse remarks.

9.4. Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended March 31, 2023 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s Balraj Sharma & Associates, Company Secretaries had submitted to the Stock Exchange/s as per the Listing regulations.

9.5. Reporting of Frauds by Auditors

During the FY23, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the rules made thereunder.

10. CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Financial Officer (''CFO'') and Managing Director of the Company have certified and confirming the correctness of the Financial Statements (Standalone and Consolidated) and Cash Flow Statements (Standalone and Consolidated), adequacy of the internal control measures for financial reporting for the year ended March 31, 2023. The certificate dated May 29, 2023 which is forms part of this report as "Annexure-3".

11. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

The Company has adopted a Code of Conduct for its employee including the Managing Director, Executive Directors, NonExecutive Directors and Independent Directors of the Company. Pursuant to the relevant listing regulations, the Company has received a compliance confirmation certificate from the Managing Director of the Company dated August 14, 2023 which is forms part of this report as "Annexure-4".

12. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

None of the Directors on the Board of the Company for the FY ended March 31,2023, have been debarred or disqualified from being appointed or continuing as Director of the Company. The Company have received a Certificate from Practicing Company Secretary dated August 01,2023, which is forms part of this report as "Annexure-5".

13. CORPORATE SOCIAL RESPONSIBILITY

UDTL has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. UDTL has constituted a robust and transparent governance structure to oversee the implementation of this Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.

The Company''s commitment to create significant and sustainable societal value is manifest in its CSR initiatives and its sustainability priorities are deeply intertwined with its business imperative.

The Company''s focus areas are concentrated on increasing access to health, education, environment sustainability, community development and holistic development with a focus on underprivileged people living around its manufacturing units and other establishments.

In accordance with Section 135 of the Act, as amended, read with Notification issued by the Ministry of Corporate Affairs (''MCA'' ) dated January 22, 2022 and September 20, 2022 the applicable rules, the Company has updated Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in "Annexure-6" of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, which forms part of this Report.

The CSR Policy is available on the website of the Company i.e; https://udtltd.com/policies/.

14. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is presented in a separate section, forming an integral part of this Annual Report as "Annexure-7".

15. CORPORATE GOVERNANCE

We, at UDTL, re-affirms its continued commitment, adhering good Corporate Governance practices. The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirement set out by SEBI Listing Regulations.

Pursuant to Regulation 34(3) of the Listing Regulations, a report on Corporate Governance along with a Certificate from the Chartered Accountants in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in "Annexure-8" and "Annexure-9"respectively.

16. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure-10".

Statement containing particulars of top 10 employees and particulars of employees as required 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 is provided as a separate Annexure forming part of this report.

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

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases.

The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies Accounts Rules, 2014 are given in "Annexure-11".

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the FY23 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 which is forms part of this report as "Annexure-12".

19. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company had laid down the criteria dealing with Related Party Transactions. During the year, the Company had not entered into any materially significant transaction as defined in the RPT Policy with related parties viz. promoters, directors, their relatives or the management, subsidiaries etc. that may have potential conflict with the interests of the Company at large.

All transactions entered by the Company during the FY23 with related parties were in the ordinary course of business and on an arm''s length basis, which were recommended and approved by the Audi Committee.

Form AOC-2 furnishing particulars of contracts or arrangements entered by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed to this report as "Annexure-13".

The details of all the Related Party Transactions form part of Note No. 32D(8) to the standalone financial statements attached to this Annual Report. The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company i.e; https://udtltd.com/policies/.

20. INTERNAL FINANCIAL CONTROL, AUDIT SYSTEMS AND THEIR ADEQUACY

The Company''s internal financial controls are commensurate to the scale and complexity of its operations.

The Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Internal Control Over Financial Reporting (ICFR) remains an important component to foster confidence in a company''s financial reporting, and ultimately, streamlining the process

to adopt best practices. Your Company through Internal Audit Program is regularly conducting test of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further the Audit Committee monitors the adequacy and effectiveness of your Company''s internal control framework.

Esteemed Members / Shareholders may please refer ''Internal control systems and their adequacy'' section in the Management''s discussion and analysis report, which forms part of this Annual Report.

21. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY the 2022-23 is uploaded on the website of the Company and the same is available on the website of the Company i.e; https://udtltd.com/annual-return/.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal, suspected Fraud or unethical practices and to report genuine concerns to the Audit Committee of the Company.

The mechanism provides adequate safeguards against victimization of directors or employees who avail of the mechanism. The Whistle Blower Policy is available on the website of the Company i.e; https://udtltd.com/policies/.

23. PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company.

Pursuant to PIT Regulations and circulars issued by SEBI and Stock Exchange/s from time to time, the Company have installed the Structured Digital Database (SDD) Software and all UPSI duly captured, quarterly compliance certificate also filed to Stock Exchanges.

The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company i.e; https://udtltd.com/code-of-conduct/.

24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security were proposed to be utilized by the recipients are provided in the standalone financial statements (Please refer to Notes to the standalone financial statements).

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL25.1 Board of Directors

During the FY23, the Board of the Company is duly constituted having proper balance of Executive and Non-executive Directors in compliance of extant applicable Laws, Rules & Regulations, comprises of 07 (Seven) members out of which 4 (Four) are Independent Directors and 3 (Three) are Executive Directors including Chairman-cum-Managing Director. As on the date of this report, there was no change in the composition of the Board of Directors.

The composition of the Board of Directors at the end of FY23 was as under:-
Mr. Pramod Kumar Gupta :	Chairman & Managing Director
Mr. Kanal Gupta :	ExecutiveDirector
Mr. Inderpal Sharma :	ExecutiveDirector
Mr. Krishan Diyal Aggarwal :	Independent Director
Mrs. Preet Verma :	Independent Director
Mr. Pandian Kalyanasundaram :	Independent Director
Mr. Ved Prakash Mahawar :	Independent Director

Further, in terms of Section 152 of the Act and the Articles of Association of the Company, Mr. Kanal Gupta (DIN - 01050505), Whole-time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting. Mr. Kanal Gupta, being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting. His appointment is placed for approval of the members and forms part of the notice of the 41^st AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the AGM.

During the FY23, the Members in their 40^th Annual General Meeting held on September 26, 2022 approved the re-appointment of Mr. Pramod Kumar Gupta (DIN - 00619482) as Chairman-cum-Managing Director w.e.f December 21, 2022 upto December 20, 2027 and Mr. Inderpal Sharma (DIN - 07649251) as Whole Time Director of the Company w.e.f the conclusion of 40^th AGM upto the conclusion of 45^th AGM to be held in the year 2027. The members in their 40^th Annual General Meeting also confirm the re-appointment of Dr. Pandian Kalyanasundaram (DIN - 02568099) as NonExecutive Independent Director of the Company for another (second) term of five consecutive years from the conclusion of 39^th AGM upto the conclusion of 44^th AGM to be held in the year 2026.

The members of the Company through Postal Ballot results declared on May 06, 2023, approved the reappointment of Mr. Kanal Gupta (DIN - 01050505) as Whole-time Director of the Company w.e.f February 10, 2023 upto February 09, 2028.

The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the FY 2022-23.

All Independent Directors of the Company have affirmed compliance with the Schedule IV of the Act and Company''s Code of Conduct for Directors and Employees for the FY 2022-23.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves with the Indian Institute of Corporate Affairs (''IICA'') on the Independent Directors Databank.

Further, all the members of Board have declared their equity shares holding as well as interest in the Company as per requirement of Companies Act, 2013 and Listing Regulations.

The Company has adopted a policy on familiarisation programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarization programme undertaken have been uploaded on the website of the Company i.e; https://udtltd.com/policies/.

25.2 Key Managerial Personnel

I n terms of the provisions of Section 203 & 2(51) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company as on the date of report:

Mr. Pramod Kumar Gupta	: Chairman & Managing Director
Mr. Kanal Gupta	: ExecutiveDirector
Mr. Inderpal Sharma	: ExecutiveDirector
Mr. Manoj Kumar Arora	: Chief Financial Officer
Mr. Anand Kumar Mishra	: Company Secretary & Compliance Officer

During the FY23, Mr. Naveen Bhatnagar was appointed as Company Secretary & Compliance Officer with effect from March 29, 2022 and have tendered their resignation & ceased to be Compliance Officer & Company Secretary w.e.f. March 18, 2023.

Further, Mr. Mukesh Mehta also tendered their resignation & ceased to be the Chief Financial Officer (CFO) of the Company w.e.f. September 20, 2022. After that Mr. Manoj Kumar Arora, qualified Chartered

Accountants was appointed as Chief Financial Officer (CFO) of the Company w.e.f. February 11,2023.

The remuneration and other details of these KMPs for the FY23 are provided in the Corporate Governance Report which forms part of this report.

25.3 Committees of the Board & their meetings

In compliance with applicable laws, rules and regulations, as also for other purposes following Committee/s were constituted / reconstituted:-

• Audit Committee

• Nomination and Remuneration Committee

(NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

(CSR)

• Risk Management Committee

The composition of the Committees was in conformity with the applicable provision of the Companies Act, 2013 and Listing Regulations.

For more details on composition and meeting of committee/s for the FY23 are provided in the Corporate Governance Report which forms part of this report.

25.4 Meetings of Board of Directors

The Board of Directors of the Company met 5 (five) times during the financial year ended March 31,2023. These meetings of the Board of Directors were held on May 25, 2022, August 13, 2022, September 26, 2022, November 12, 2022 and February 11,2023.

The composition of Board of Directors during the year ended March 31,2023 is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013. For more on attendance and other details for the FY23 are provided in the Corporate Governance Report which forms part of this report.

The provisions of Companies Act, 2013 and Listing regulations were adhered to timely while considering the time gap between two (02) meetings and various other requirements including Secretarial Standards as issued by The Institute of Company Secretaries of India (ICSI).

25.5 Meetings of Independent Directors

Pursuant to Section 149(8) read with Schedule V and other applicable provisions of the Companies Act,

2013 and Regulation 25(3) of Listing regulations, a separate meeting of Independent Directors was held on February 11,2022. The said meeting was attended by Mr. Krishan Diyal Aggarwal, Mrs. Preet Verma, Mr. Pandian Kalyanasundaram and Mr. Ved Prakash Mahawar without presence of other Directors, inter alia to:-

• Review the performance of Non-Independent Directors, the Board as a whole and that of its various Committees constituted;

• Review the performance of the Chairperson of the Company, taking into account the views of Executive Director/s and Non-Executive Director/s; and

• Assess the quality, content and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

25.6 Performance Evaluation of Board and Effectiveness

Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at its meeting held on February 11, 2023 on the basis of a structured Questionnaire covering various aspects of the Board''s functioning.

During the FY23, all Directors have participated in the evaluation process and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors are satisfactory. The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The review concluded by affirming that the Board as a whole as well as its Chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

26. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company has on the recommendation of the Nomination and Remuneration Committee framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia lays down the

of India Limited at www.bseindia.com and www.nseindia. com respectively.

The Securities and Exchange Board of India (SEBI) has by its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021, Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023 made it mandatory for all holders of physical Securities to furnish the copy of PAN, Nomination in form SH-13, Cancellation or change in Nomination in form SH-14, Updation of contact detail in form ISR-1, & updation of Bank account details in form ISR-2. In this regard, you may contact with our Company''s designated Registrar & Share Transfer Agent (RTA) and / or to our Company''s official.

29. RISK MANAGEMENT

The Risk Management is an integral and important component of Corporate Governance. The Board of Directors of the Company has constituted Risk Management Committee (''RMC'') which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit.

The Risk Management framework is in place to identify, prioritize, mitigate, monitor and appropriately report any significant threat to the organization''s strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, the Company has formulated and adopted a Risk Management Policy, same is available on the website of the Company i.e; https://udtltd.com/policies/.

The Company has been consciously following a policy of risk mitigation by diversifying its products, services, markets and customers. Further, within the Industrial & Engineering segment, the risk of excessive reliance on contract manufacturing is being addressed by strengthening and growing the Company''s own product portfolio and creating brand equity.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134 of the Act that:

principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company.

Non-executive, independent directors are paid, "Sitting Fee/s" within the limits prescribed under the Companies Act, 2013 at a fixed rate per meeting attended by them and as such the same cannot be compared with the remuneration to other employees. There-apart, no other remuneration or perquisite was paid to, and no service contract was entered into with them.

The Nomination & Remuneration Policy of the Company is available on the website of the Company i.e; https://udtltd. com/policies/.

27. SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that UDTL has complied in true letter & spirit with applicable Secretarial Standard/s issued by the Institute of Companies Secretaries of India (SS-1 and SS-2) relating to Board Meetings, Committees thereof. Also, UDTL has complied with applicable Indian Accounting Standards while preparing these financial statements.

28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

The Ministry of Corporate Affairs (MCA), Government of India has taken a ''Green Initiative in the Corporate Governance'' vide its Circular Nos. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 which enables the entity to effect electronic delivery of documents including the Notice of Annual General Meeting/Extra Ordinary General Meeting, audited financial statements, Director''s Reports, etc. in electronic form, to the e-mail address the Shareholders have registered with Depository Participant(DP).

The Shareholders are requested to register/update their e-mail address immediately in their respective DP accounts so as to receive delivery of documents in electronic form instead of getting the same in physical form.

The Shareholders holding shares in physical form desirous of availing electronic form of delivery of documents/notices are requested to immediately register/update their e-mail address, by contacting with our designated Registrar and Transfer Agents, namely, M/s Alankit Assignments Limited.

Members may please note that AGM Notice and Annual Report 2022-23 are being send only in electronic mode and the said notice and annual report are also available on the Company''s website www.udtltd.com, websites of the Stock Exchange/s i.e; BSE Limited and National Stock Exchange

• in the preparation of the annual financial statements for the year ended March 31,2023, the applicable accounting standards were followed along-with proper explanation relating to material departures;

• such accounting policies applied consistently and judgments and estimates have been made 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 March 31, 2023 and of the profit of UDTL for the year ended on that period;

• proper and sufficient care has been taken 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;

• the annual accounts for FY 2022-23 were prepared on a Going Concern basis; and

• devised the proper system to ensure compliance with the provisions of all applicable laws and that such and were adequate and operating effectively.

31. PREVENTION OF SEXUAL HARASSMENT

The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been setup to look after the complaints.

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

All employees of the Company are covered under this policy. The details of complaints received and disposed-off during the FY23 is as follows:

S. No. Particulars	Status
1. Number of complaints pending at the beginning of the FY23	0
2. No. of complaints received during the FY23	0
3. No. of complaints resolved during FY23	0
4. Number of complaints pending at the end of	0
FY23

32. OTHER STATUTORY DISCLOSURE

During FY23, there were no transaction requiring disclosure or reporting in respect of matters relating to:

• Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company.

• No material changes and commitment, affecting the financial position of the Company which occurred between the end of FY23 till the date of this Report.

• No instance of any one-time settlement with any Banks or Financial Institutions.

• No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No significant and material orders passed by the Regulators/ Courts/Tribunals which impact the going concern status and Company''s operations in future.

• UDTL has not issued any Equity Shares including with Differential Voting Rights / Sweat Equity Shares.

• No occasion for revision in the Financial Statements for the year under report.

• No change in the nature of business of UDTL as on the date of this Report.

• No any remuneration or commission to the Whole-time Director/ Managing Director of the Company from the subsidiaries of the Company.

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

• No transfer any amount to General Reserves of the Company, due to enhancing shareholders value.

33. CAUTIONARY STATEMENT

UDTL is involved in the manufacturing of oil drilling tools and equipments. Since these tools and equipments are predominantly used in the oil and gas industry, we are focusing on the growth and prospects of them only.

Directors'' Report, Business Responsibility and Sustainability Report, Management Discussion & Analysis Report, Financial Statements (Standalone & Consolidated); annexure(s), attachment(s) thereto information pertaining to the projections, estimates, etc. are forward looking under SEBI

applicable rules and regulations, whereas, the actual results might differ.

I mportant factors that could make difference to UDTL''s operations includes, Global and India''s Demand, Supply conditions, finished goods prices, Raw Material availability and Prices, cyclical Demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments within India and the Countries with whom UDTL conducts business and other factors such as litigation and labour negotiations.

The Company is not obliged to publicly amend, modify/revise forward looking statement(s), on the basis of any subsequent development, information or events or otherwise.

34. ACKNOWLEDGEMENTS

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.

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Mar 31, 2018

Dear shareholders,

The Board of Directors of UDTL are pleased to present the 36^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2018.

1. SUMMARIZED FINANCIAL HIGHLIGHTS

The Company’s financial performance, for the year ended 31st March, 2018 as aforesaid is summarized below

(Rs. in Lacs)
Particulars	For the Current Year ended 31st March, 2018	For the previous year ended 31st March, 2017
Gross Turnover and other receipts	7,391.06	8,174.23
Profit/(Loss) before Interest and Depreciation	1,772.45	2,895.83
Less: Interest	125.40	113.57
Profit/(Loss) Before Depreciation	1,647.08	2,782.26
Less: Depreciation	269.02	662.33
Profit/(Loss) Before Tax	1,378.03	2,119.93
Less: Provision for taxation	104.92	34.80
Profit/(Loss) After Tax	1,273.11	2,085.13
Other Comprehensive income	(0.77)	00
Balance carried to Balance Sheet	1,272.34	2,085.13

2. BUSINESS PERFORMANCE

The business performance during financial year 2017-18 was satisfactory in overall. In the first three quarter of financial year 2017-18 Sales Turn Over was relatively less because the goods manufactured during these period were under WIP and were supplied in the fourth quarter and in the next year after completion. Still the company could achieve net profit of Rs. 1,272 lacs and earned foreign exchange of Rs. 7,295 lacs in the last year.

Your Company is continuously trying to extend its business into export markets as well as developing prospective customers in India and abroad. The company is also devoting a lot of efforts in research and development of new technology which will result into substantial growth of the company in future. The company is in the process of filing several patents for the improved designs and processes for the products which they are manufacturing. Further, they are also developing new products which will further enhance growth of the company.

To deliver a good performance Cost is an important factor. The company get advantage of lower cost reduction due to research and development of new and more efficient products. It helps the company to manufacture world class quality product on lower cost.

To getting substantial success of the company, its units situated at SEZ Noida and KSEZ Kandla plays in important role in achieving its goal and target.

The Company has also implemented various quality systems which have improved the quality of products and being cost effective, therefore acceptability of the Company’s products in domestic and international markets have also increased considerably. This may eventually lead to higher growth, turnover and profit of the Company.

In financial year 2017-18, the Company got major tenders from ONGC amounting to approx Rs. 200 crores and a majority of the orders will be supplied during the Financial Year 2018-19 and the management hope for good performance during the current financial year.

3. DIVIDEND

Your Board of Directors recommended a Dividend at the rate of 12% on paid up Equity share capital i.e Rs. 1.2/-per share of Rs. 10/-each of the Company for the financial year 2017-18. It is appropriated from the profit of the Company for the financial year 2017-18 subject to the approval of the shareholders at the ensuing Annual General Meeting.

4. FUTURE OUTLOOK Priorities of Government:

The priorities of the Government, are Energy Access, Energy Efficiency, Energy Sustainability and Energy security. Towards achieving this, several initiatives have been taken for increasing production and exploitation of all domestic petroleum resources.

The new Hydrocarbon Exploration Licensing Policy (HELP) for award of Hydrocarbon Acreages in the Upstream Sector of India was notified on 30^th March, 2016 and formally launched w.e.f 1^st July, 2017. Open Acreage Licensing Policy (OALP) is one of the key features of HELP which has been notified on 30^th June, 2017. For the first time in India, 55 bidder selected blocks, each carved out by prospective bidders themselves in promising basins with an area of 59,282 Sq. KMs were announced for bidding.

Your company indirectly shall be benefitted by the flagship Programme of Government.

Start-Up India: The oil and gas CPSEs have set up a Start-Up fund aggregating to Rs. 320 Crore for 3 years. They have also launched their Start-Up websites and have launched Innovation Challenges. 29 start-up firms have been selected in Phase-I.

Skill Development: Under the Skill India initiative Hydrocarbon Sector Skill Council (HSSC) has been set up with a projected training plan for certification based skill development programmes and has identified a target of training approximately 7.3 lakh persons by 2022.

Make in India: A Policy to provide Purchase Preference (linked with Local Content (PP-LC) in all oil and gas PSUs has been approved by the Government on 12^th April, 2017 to incentivize growth of local content in goods and services by implementing Oil and gas projects in India by providing purchase preference to the manufacturers / service providers.

Ease of Doing Business: To ensure transparency and fairness the Oil and Gas PSUs were directed to consider incorporation of relaxation of Past Track Record (PTR) norm subject to meeting the quality and technical specifications (except procurement of items related to public safety, health, critical security operations and equipments etc.) to all Startups (whether MSEs or otherwise) in their procurement manuals.

Goods & Services Tax (GST)

The Goods and Services Tax (GST) has been implemented w.e.f 1^st July, 2017. Five petroleum sector items viz., Crude Oil, Natural Gas, Petrol, Diesel and Aviation Turbine Fuel, although included under the GST Constitutional Amendment Act, are presently, outside the scope of levy of GST, till such time they are notified, based on the recommendation of the GST Council. As and when government decides to include petroleum sector your company shall able to reduce supplies cost further being the customers shall able to get the GST credit.

5. LISTING

The Equity shares of the Company are listed with BSE Ltd formerly known as Bombay Stock Exchange, one of the recognized stock exchange of India. The Company has appointed NSDL and CDSL, Recognized Depository of India, as depository for keeping equity shares in electronic Form. The Company has paid annual fee for the SEBI authorized agency for the financial year 2017-18.

6. MAJOR EVENT

The Company till the date of ensuing Annual General Meeting has taken two major decisions which affected the financial status of the Company and shareholder’s wealth. The Company had some partly paid equity shares on which calls in arrears were due from last 30 years which bothered the financial strategy of the Company. The Board of Directors of the Company in their meeting which held on 28^th October, 2017 resolved to send the final Demand cum forfeiture notice to the shareholders possessing partly paid shares and requested them to pay their due within one month. Further in the meeting held on 6^th January, 2018 BODs decided to forfeit the shares of those shareholders who did not pay the calls money.

The Second major event of the Company was that the Board of Directors in its meeting held on 19^th March, 2018 had recommended to issue Bonus shares to the existing Equity Shareholders of the Company in ratio of 1: 1 which were allotted on 14^th May, 2018 by the Board of the Company. The major decision has been taken by the Board to utilize the reserve fund of the company for its business purpose and it helped in the development and growth of the Company to achieve its goals and targets.

7 CONSOLIDATED FINANCIAL STATEMENTS

Your Company has no Joint Venture, Subsidiaries and Associate Companies, therefore, in pursuant to relevant provisions of the Companies Act, 2013, accounting rules and regulations as prescribed under Accounting Standard (AS)- 21 there was no need of consolidated Financial Statements.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As stated above, your Company has no subsidiaries, Joint Venture and Associates Companies.

9. DIRECTORS & COMMITTEE

The Board of the Company was in conformity with the relevant provision of Section 149 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board & Committees of the company comprises of eminent, experienced and reputed individuals from their respective fields. There were Four Independent Directors of the Company. During the financial year 2017-18, Ms. Twinkle Singh appointed as Woman and Independent Director in place of Ms. Sarita who resigned due to personal reason. Mr. V. B. Mishra who was an Independent Director of the Company resigned due to bad health and Mr. U. S Pandey ceased to be director due to death. Mr. Kanal Gupta who was non-executive director of the company, was appointed as executive and whole time director for five years by the Board in its meeting held on 10^th February, 2018 which will be in conformity in the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of being appointed as Independent Director as prescribed both under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further all the members of Board declared their holding as well as interest in the Company as per requirement of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board of Directors are given below as on 31st March, 2018
Sr. No.	Name of the Director	Designation on the Board
1.	Mr. Pramod Kumar Gupta	Chairman and Managing Director
2.	Mr. Shiv Sharan Kumar Bhagat	Independent Director
3.	Mr. Krishan Diyal Aggarwal	Independent Director
4.	Mr. Kanal Gupta	Executive Director
5.	Mr. Pandian Kalyanasundaram	Independent Director
6.	Ms. Twinkle Singh	Woman and Independent Director
7.	Mr. Inderpal sharma	Executive Director

9.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

9.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report of the Company.

9.3 MEETINGS

There were Seven (7) Board Meetings and one (1) Independent Director’s meeting were held in financial year 2017-18, the Details of which are given below and in the Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings and various other requirements including Secretarial Standards as issued by the ICSI. The dates of Meetings held during the year are as under:-

Board Meetings: 27.05.2017, 11.08.2017, 25.09.2017, 28.10.2017, 06.01.2018, 10.02.2018 & 19.03.2018 Independent Directors’ Meeting: 19.03.2018

9.4 AUDIT COMMITTEE

The Company is having an Audit Committee comprising of the following Independent Directors:-

Name	Status	Designation
Mr. Pandian Kalyanasundram	Chairman	Non-Executive & Independent Director
Mr. Krishan Diyal Aggarwal	Member	Non- Executive & Independent Director
Mr. Shiv Sharan Kumar Bhagat	Member	Non-Executive & Independent Director
Ms. Twinkle Singh	Member	Woman & Independent Director
Mr. P.K. Ojha	Secretary	Company Secretary

The Board of Directors had appointed Ms. Twinkle Singh, as member of the Audit Committee at its meeting held on 28^th October, 2018. All the recommendations made by the Audit Committee were considered and accepted, if any required, by the Board. The Audit Committee was met four times during financial year 2017-18.The dates of meetings held during the year are as under:-

Audit Committee meetings:-27.05.2017, 11.08.2017, 28.10.2017 & 10.02.2018

9.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following Directors:

Name	Status	Designation
Mr. Krishan Diyal Aggarwal	Chairman	Non- Executive & Independent Director
Mr. Shiv Sharan Kumar Bhagat	Member	Non-Executive & Independent Director
Mr. Pandian Kalyanasundaram	Member	Independent Director

There were Three (3) meetings of Nomination and Remuneration Committee held during the financial year 2017-18 as on 27.05.2017, 11.08.2017 & 10.02.2018.

All the recommendations made by the Nomination & Remuneration Committee were considered by the Board on appointment and fixing of remuneration of Board of Directors and Senior Management etc.

9.6 STAKEHOLDER GRIEVANCE/RELATIONSHIP COMMITTEE

The Company is having Stake Holder Grievance/Relationship Committee comprising of the following Directors

Name	Status	Designation
Mr. Pandian Kalyanasundaram	Chairman	Non-executive & Independent Director
Mr. Kanal Gupta	Member	Executive Director
Mr. Krishan Diyal Aggarwal	Member	Non-Executive and Independent Director
Mr. P.K. Ojha	Secretary	Company Secretary

During the financial year 2017-18, Six (6) meetings of the Stakeholder Grievance/Relationship Committee were held which are as follows: 27.05.2017, 11.08.2017, 28.10.2017, 06.01.2018, 10.02.2018 & 19.03.2018.

10. CORPORATE SOCIAL RESPONSIBILITY

To Supervise Corporate Social Activity which was done under Corporate Social Responsibility by the Company, UDTL has a Board-Level Committee comprises of both Independent and non-executive director of the Board as well as expert in this area. During the financial year 2017-18, the Committee was met five (5) times to select NGOs and Agencies through which the CSR Activity was performed by the Company.

The details of its meetings are as follows: 27.05.2017, 01.07.2017, 06.01.2018, 10.02.2018 & 19^th March, 2018.

The committee after due verification of various NGO’s as per the criteria laid down in the CSR Rules as issued by the Ministry of Corporate Affairs, New Delhi, selected many reputed NGOs for undertaking various CSR Projects/ Programs as specified in Schedule VII of the Companies Act, 2013. The disclosure of CSR Activities for financial year 2017-18 in the prescribed format are enclosed as “Annexure - I” as a part of this report.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to requirement of SEBI (LODR) Regulations, 2015 the Company has duly framed and adopted a WHISTLE BLOWER POLICY in order to ensure that the activities of the Company and its employees are conducted in true and fair manner which is essential for the organization. The Company adopted Whistle Blower Policy, involving highest standards of professionalism, honesty, integrity and ethical behavior. Policy involves protected disclosures that can be made by a whistle blower through an e-mail, dedicated telephone line or a letter to the Chairman of the Audit Committee.

This policy is also uploaded on the website of the Company.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied consistently and have 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 31^st March, 2018 and of the profit of the Company for the financial year ended 31^st March, 2018.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis.

e. Internal financial controls have been laid down to be followed by the Company and such internal financial controls which are adequate and were operating effectively;

f. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. BUSINESS RESPONSIBILITY REPORT

In pursuance to requirement of SEBI (LODR) Regulations, 2015, Business Responsibility Report must be part of Annual Report for top 100 listed Company. In purview of above regulation, it is not applicable to the Company. Thus such report is not a part of Annual Report, but to the best practices our Company has taken initiative to protect Environment, social and good governance perspective as stipulated under this regulations

14. RELATED PARTY TRANSACTIONS

The Company had paid rent of Rs. 7,50,000/- (Seven Lac Fifty Thousand only) to M/s P. Mittal Manufacturing Pvt. Ltd. in which one of the Director Mr. Kanal Gupta was also a Director & member and Mr. Pramod Kumar Gupta, Managing Director of the Company was also a member in financial year 2017-18. The details are disclosed as required under relevant provision of the Companies Act, 2013 in prescribed format AOC-2 , has been enclosed as “Annexure -II”.

In pursuance to the provisions of Section 108 and 110 of the Companies Act, 2013 the Company had already taken approval from the members of the Company through Postal Ballot Notice Dated 21^st April, 2015 for Related Party transactions required under the provisions of Section 188 of the said Act, during the financial year 2015-16 and also passed a Board Resolution in its meeting held on 27^th May, 2017 for payment of rent w.r.t. FY 2017-18.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year 2017-18, there were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

16. INTERNAL FINANCIAL CONTROLS

UDTL has experienced and efficient professionals for internal control of Financial of the company. Further an Independent professional chartered accountant did quarterly audit of the work of these financials personnel. Thus a proper system was followed by the company during the financial year 2017-18 for internal control of the financial transition which happened during the financial year.

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and there were no reportable material weaknesses in the design or operations were observed.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2017-18, UDTL was lead by executive Managing Director of the Company. The constitution of Board was in conformity of legal statute as applicable to the company. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Inderpal Sharma (DIN:07649251), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of being appointed as Independent Director as prescribed under both the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by the SEBI.

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are uploaded on the website of the Company.

Furthermore, pursuant to the provisions of Section 203 of the Companies Act, 2013 the Board has nominated below stated individuals as KMP:

Mr. Pramod Kumar Gupta - Managing Director

Mr. Pramod Kumar Ojha - Company Secretary

Mr. Arun Kumar Thakur - Chief Financial Officer

Mr. Inderpal Sharma - Whole Time Director

Mr. Kanal Gupta - Whole Time Director

18. AUDITORS

18.1 STATUTORY AUDITORS

In 35^th Annual General Meeting of the shareholders of the Company had ratified the appointment of M/s R S Dani & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2017-18.

Accordingly an Audit Report along with Financial Statements as on 31^st March, 2018 are being placed before the members for their consideration and adoption.

Furthermore as the appointment was done for a period of five years, as stipulated under provisions of Chapter X of the Companies Act, 2013 read with applicable rules, subject to ratification by members at every Annual General Meeting, hence ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

M/s R S Dani & Co., Chartered Accountants, Statutory Auditors of the Company, will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors’ Report of the years are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

18.2 SECRETARIAL AUDITORS

The Board of Directors of the Company had appointed M/s Balraj Sharma & Associates, Company Secretaries, New Delhi pursuant to provisions of Section 204 ofthe Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report is annexed herewith as ‘Annexure - III’.

The Notes referred in the Secretarial Auditors’ Report for the years are self-explanatory and do not call for any further comments. The Secretarial Auditor Report does not contain any qualifications, reservations or adverse remarks.

18.3 INTERNAL AUDITORS

As per requirement of Section 138 of the Companies Act , 2013 and SEBI (LODR) Regulations, 2015, M/s Pankaj Priti & Associates, Chartered Accountants , having vast experience in Taxation, Finance and Accounts was appointed to perform the duties of Internal Auditor of the Company for financial year 2017-18 and their quarterly report was reviewed by the Audit Committee as provided by them on quarterly basis. The Report of Internal Auditors did not contain any qualifications, reservations or adverse remarks.

19. CORPORATE GOVERNANCE

UDTL has adopted the best practices of Corporate Governance in prevailing industry and aims to run its business on the highest principles of governance and ethics. At UDTL, Corporate Governance is more than just adherence to the statutory and regulatory requirements, rather it is equally about focusing on voluntary practices that underlie the highest levels of transparency. UDTLs governance framework is driven by the objective of enhancing long term stakeholders value without compromising on ethical standards and corporate social responsibilities. These guiding principles are also articulated through the Company’s code of conduct, Corporate Governance Guidelines, charter of various subcommittees and disclosure policy. Complete disclosures regarding corporate governance are provided in the Corporate Governance Report, attached as “Annexure-IV”. A certificate from M/s R S Dani & Associates, Practicing Chartered Accountant, regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as part of annual report. Certificate of the CEO/CFO, interalia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

20. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is elaborated in a separate section forming part of the Annual Report and attached as “Annexure V”.

21. DEMATERIALISATION OF EQUITY SHARES

Your Company is registered with CDSL & NSDL for dematerialization of shares and demat ISIN for equity shares is INE961D01019. M/s Alankit Assignments Ltd. is acting as its agent for demat and other related requests of the shareholders for their equity shares. UDTL takes prompt action on request of the shareholders for dematerialization of equity shares within stipulated time

22. HUMAN RESOURCES DEVELOPMENT

The human capital plays a vital role in development and growth of the organistaion. Thus, we are constantly working in order to enhance our human resource by adopting latest technology and best practices..

UDTL continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programmes, workshops, seminars etc. were organized during the year with a focus towards infusion of technical skills and quality consciousness, in order to improve productivity, efficiency and quality and latest technology of the employees of the Company.

23. INDUSTRIAL RELATIONS

The relationship amongst the employees, in between management and workers/ employees is important factor for the organization, to achieve its goal and target. It also affects the product quality and quantity and efficiency of the employees. In UDTL the industrial relations amongst the employees within the organization were cordial. The employees maintained highest level of discipline and decency for the growth of the organization.

24. ECOLOGY & SAFETY CERTIFICATE

UDTL has obtained requisite certificates from appropriate authority for protection of ecology and safety of employees. The Company has taken adequate provisions for ecology and safety of plant, building and manpower’s welfare activities

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return for the Financial year ended 31^st March, 2018 in Form MGT-9 is enclosed as “Annexure - VI” of Annual Report

26. CONSERVATION OF ENERGY

Energy conservation particularly tononrenewable energy is an important tool for those organizations to whom energy is a factor for production. The Companies Act, 2013 requires the organization to disclose in its annual report the consumption of energy and initiative taken by organization to reduce i.e. conserve the energy in its production.

UDTL does not fall under the list of industries which are required to furnish information in respect of conservation of energy yet the Company has taken due measures to control the wastage of energy and electric power as energy conservation dictates how efficiently a company can conduct its operations. Further your Company got NOC from state pollution control board of U.P. Government.

The other particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as “Annexure VII” in this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in “Annexure -VIII” as part of the Annual Report. It is in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. GENERAL

Your Board states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2017-18:

No. of complaints received: Nil,

No. of complaints disposed off: Nil

30. ACKNOWLEDGEMENT

On behalf of the Board, I would like to convey to our Honorable members regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates that over the years, your deep and abiding trust and invaluable support has enabled us to continuously improve our performance despite extremely challenging times. In the recent past while sourcing raw materials /components at competitive prices became an arduous task and further hope they will continue to give their support in full spirit in the years to come.

For and on Behalf of the Board

United Drilling Tools Limited

sd/-

Pramod Kumar Gupta

Chairman & Managing Director

DIN: 00619482

Place: New Delhi

Date: 11.08.2018

---

Mar 31, 2016

DIRECTORS'' REPORT

To

The Members,

The Directors are pleased to present the 34^th Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2016.

1. SUMMARIZED FINANCIAL HIGHLIGHTS

The Company''s financial performance, for the year ended 31^st March, 2016 as aforesaid is summarized below:

(Rs. in Lacs)

Particulars	For the year ended 31st March, 2016	For the year ended 31st March, 2015
Gross Turnover and other receipts	3636.93	11190.67
Profit / (Loss) before Interest and Depreciation	1620.64	3858.98
Less: Interest	58.73	150.30
Profit/(Loss) Before Depreciation	1561.91	3708.68
Less: Depreciation	897.48	942.53
Profit /(Loss) Before Tax	664.43	2766.15
Less: Provision for taxation	11.44	168.58
Profit /(Loss) After Tax	652.99	2597.57
Balance brought forward from previous year	3215.49	617.92
Less Transfer to Capital Redemption Reserve	1001.16	-
Balance carried to Balance Sheet	2867.32	3215.49

2. BUSINESS PERFORMANCE

The financial year 2015-16 was a reasonably good year for the Company in spite of slowdown of market of Oil Industry worldwide. Despite worldwide set back in the Industry, the Company was able to perform through its technology, operational excellence, and higher efficiency and well executed strategies.

Your Company is continuously trying to extend its business into export markets as well as developing prospective customers in India and abroad.

Further the Company''s units situated in SEZ at Noida & Kandla played an important role in achieving the overall targets and goals of the Company. The Company has implemented ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve health and safety of the employees.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affects the financial position of the Company.

3. DIVIDEND

Your Directors deems it appropriate to preserve and plough back the Company''s resources and disburse at an appropriate time. This way your Company will be able to conserve its resources and further consolidate the funds position of your Company. The Board may consider declaring dividend suitably to its members at appropriate time. The decision has been formulated in accordance with the Company''s policy to sustain dividend which is linked to the long term growth objectives of the Company to be met by internal cash accruals.

4. FUTURE OUTLOOK

The future outlook of the Company seems very promising because of the improving global economics. As demand of Oil and Gas is increasing day-by-day in our country and overseas as well, the requirement of Company''s products, which are directly related to Oil sector, is also increasing. The Company has also implemented various quality systems which have improved the quality of products and therefore acceptability of the Company''s products in domestic and international markets have also increased considerably. This may eventually lead to higher growth, turnover and profit of the Company.

5. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Listing Regulation of SEBI, is elaborated in a separate section forming part of the Annual Report and attached as "Annexure I".

6. LISTING

Your Company''s Equity Shares are presently listed on ''BSE Limited'' a recognized stock exchange of India. The Company has paid the listing fees for the year 2015-2016 to BSE Limited, where the securities of the Company are listed. Further SEBI on 2nd September, 2015, has notified new Listing Regulations known as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - effective from 2nd day of December, 2015. In pursuance of the requirements of new Listing Regulations of SEBI, the Company has made a fresh agreement with BSE Limited with effect from 29th Feb, 2016. The Board has adopted SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

7. MAJOR EVENT

During the financial year, the Company had no major events taking place which tends to move the business aspect of the Company or materially affects the business activities of the Company.

8. CONSOLIDATED FINANCIAL STATEMENT

Your Company has no Joint Venture, subsidiaries and Associate companies, hence in accordance with the provisions of the Companies Act, 2013 and Accounting Standard (AS) 21 there is no need of consolidated Financial Statements.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As stated above, your Company has no subsidiaries, Joint Venture and Associates Companies.

10. DIRECTORS & COMMITTEE

Your Board comprises of eminent, experienced and reputed individuals from their respective fields. The composition of Board of the Company was in conformity with the provision of Section 149 of Companies Act, 2013 and SEBI Listing Regulations, 2015. There were three Independent Directors namely Shri S S. K. Bhagat (DIN-00841981), Shri K.D. Aggarwal (DIN-00861164) and Shri V.B. Mishra (DIN-00619543) of the Company. During the financial year 2015-16 a meeting of Independent Directors was held on 11.02.2016.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the provisions of Companies Act, 2013 and as per the Listing Regulations.

In accordance with the provisions of Companies Act, 2013 Shri Kanal Gupta (DIN-01050505), Non- Executive Director retire by rotation and being eligible offers himself for re-appointment.

The current composition of the Board of Directors is as follows :

Sr. No	Name of the Director	Designation on the Board
1	Mr. Pramod Kumar Gupta	Chairman cum Managing Director
2	Mr. S.S.K Bhagat	Independent Director
3	Mr. V.B. Mishra	Independent Director
4	Mr. K.D.Aggarwal	Independent Director
5	Mr. Uma Shankar Pandey	Non Executive Director
6.	Mr. Kanal Gutpa	Director

10.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and as per the Listing Regulations, the Board had carried out annual performance evaluation of its performance, the directors individually as well as of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

10.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration of Executive and Non-executive are stated in the Corporate Governance Report of the Company.

10.3 MEETINGS

During the year Five (5) Board Meetings and one Independent Directors'' meeting were held, the Details of which are given below & in the Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between two meetings and various other requirements including Secretarial Standards as issued by the ICSI. The dates of Meetings held during the year are as under:-

Board Meeting: 22.05.2015, 08.08.2015, 14.09.2015, 31.10.2015 & 11.02.2016 Independent Directors'' meeting : 11.02.2016

10.4 AUDIT COMMITTEE

The company is having an Audit Committee comprising of the following Independent Directors:

Name	Status	Category
Shri V.B. Mishra	Chairman	Non - Executive & Independent Director
Shri K.D. Aggarwal	Member	Non - Executive & Independent Director
Shri S.S.K Bhagat	Member	Non - Executive & Independent Director
Shri P.K. Ojha	Secretary	Company Secretary

All the recommendations made by the Audit Committee were considered & accepted if any required, by the Board. The dates of meetings held during the year are as under:-

22.05.2015, 08.08.2015, 31.10.2015 & 11.02.2016

10.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name	Status	Category
Shri K.D. Aggarwal	Chairman	Non - Executive & Independent Director
Shri S.S.K Bhagat	Member	Non - Executive & Independent Director
Shri V.B. Mishra	Member	Non - Executive & Independent Director

All the recommendations made by the Nomination & Remuneration Committee were considered by the Board on appointment and fixing of remuneration of Board of Directors and Senior Management etc.

10.6 STAKE HOLDER GRIEVANCE/RELATIONSHIP COMMITTEE

The company is having Stake holder Grievance/relationship Committee comprising of the following Directors:

Name	Status	Category
Shri V. B. Mishra	Chairman	Non - Executive & Independent Director
Shri U.S Pandey	Member	Non - Executive Director
Shri P.K. Ojha	Company Secretary	Compliance Officer

During the financial year 2015-16, 6 (six) meetings of the Stake Holder Committee were held which are as follows:

21.04.2015, 07.05.2015, 15.07.2015, 14.08.2015, 09.10.2015 & 11.12.2015. All the members of the Committee were present except for meeting held on 11.12.2015 in which Mr. U.S Pandey was absent.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has been, over the years, pursuing as part of its corporate philosophy, the key philosophy of all CSR initiatives of the Company which are guided by three core commitments of Scale, Impact and Sustainability, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

In pursuance of the provisions of Section 135 of the Companies Act, 2013 and its Rules as applicable regarding Corporate Social Responsibility, the Company has duly adopted CSR Policy and constituted a CSR Committee under the Chairmanship of Mr. S.S.K Bhagat, who is an Independent Director of the Company. Mr. Pramod Kumar Gupta, Managing Director of the Company has also played an important and vital role as a member of this committee. Mr. U.S Pandey, a Non-Executive Director is also a member of this Committee.

During the financial year, the Committee held three of its meetings which are as follows: 21.08.2015, 14.11.2015 & 25.03.2016 and after due verification of various NGO''s as per the criteria laid down in the CSR Rules as issued by the Ministry of Corporate Affairs, New Delhi, selected some reputed NGOs for undertaking various CSR Projects/ Programs as specified in Schedule VII of the Companies Act, 2013. The disclosure of CSR Activities for financial year 2015-16 in the prescribed format are enclosed as "Annexure - II" to this report.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, including an Ethics & Compliance Task Force comprising of Senior Executives of the Company. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner, the Company as a Policy, adopts highest standards of professionalism, honesty, integrity and ethical behavior. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

This policy is also uploaded on the website of the Company i.e. www.udtltd.com.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

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

b. Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2016 and of the profit of the Company for the financial year ended 31st March, 2016.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and were operating effectively;

f. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. BUSINESS RESPONSIBILITY REPORT

The provision relating to the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective as stipulated under the Listing Regulations, is not applicable to your Company.

15. RELATED PARTY TRANSACTIONS

In pursuance to the provisions of Section 108 & 110 of the Companies Act, 2013 the Company took approval from the members of the Company through Postal Ballot Notice Dt 21.04.2015 and Result Dt 22.05.2015 for Related Party transactions required under the provisions of Section 188 of the said Act, during the financial year 2015-16.

During the financial year 2015-16 the Company had paid rent of Rs. 1,31,250/- (One Lac Thirty One Thousand Two Hundred and Fifty only) to P. Mittal Manufacturing Pvt. Ltd. in which one of the Directors Mr. Kanal Gupta is also a Director and a member and Mr. Pramod Kumar Gupta is also a member. Your Directors draw your attention to Note 11(B) to the Financial Statements which deals with related party disclosures. The AOC-2 is enclosed as "Annexure -III".

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operations were observed.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kanal Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations as prescribed by the SEBI.

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are uploaded on the website of the Company.

Furthermore, pursuant to the provisions of Section 203 of the Companies act, 2013 the board had nominated below stated persons as KMP

Mr. Pramod Kumar Gupta - CMD

Mr. Pramod Kumar Ojha - Company Secretary

Mr. Arun Kumar Thakur - CFO

19. AUDITORS

19.1 STATUTORY AUDITORS

M/s R S Dani & Co., Chartered Accountants were re-appointed to act as such by members in 33rd AGM of the Company as Statutory Auditors of the Company.

Accordingly an Audit Report along with financials as on 31.03.2016 are being placed before the members for their consideration and adoption.

Furthermore as the appointment was done for a period of five years, as stipulated under provisions of Chapter X of the Companies Act, 2013 read with applicable rules, subject to ratification by members at every Annual General Meeting, hence ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

M/s. R S Dani & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report of the years are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

19.2 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, the Board had appointed M/s Balraj Sharma & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ''Annexure IV''.

The Notes referred in the Secretarial Auditors'' Report for either of the years are self-explanatory and do not call for any further comments. The Secretarial Auditor Report does not contain any qualifications, reservations or adverse remarks.

19.3 INTERNAL AUDITORS

Consequent upon existence of provisions of Section 138 of the Companies Act, 2013, Mr. Vishnu Singh who is having vast experience in Finance and Accounts was appointed to perform the duties of Internal Auditor of the Company and their report is reviewed by the Audit Committee from time to time.

The Report of Internal Auditors does not contain any qualifications, reservations or adverse remarks.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI for statutory and non-statutory Listing Regulations as well. The Company duly complied with the various provisions under different Listing Regulations of SEBI. In pursuance of Listing Regulations in respect to Corporate Governance the Company duly complied and submitted a quarterly report to the stock exchanges on each occasion. The Company has also followed the Corporate Governance practices, which enables it to maintain transparency and serve the long-term interest of the Shareholders. The report on Corporate Governance as of 31.03.2016 are attached hereto as a part of this Annual Report as Annexure - V".

21. DEMATERIALISATION OF EQUITY SHARES

Your Company is registered with CDSL & NSDL for dematerialization of Equity Share of Company and Company''s ISIN Number is INE961D01019. M/s Alankit Assignments Ltd. is acting as its agent for demat and other related requests for its equity shares.

22. HUMAN RESOURCES DEVELOPMENT

The Company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programmes, workshops, seminars etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology of the employees of the Company.

23. INDUSTRIAL RELATIONS

The industrial relations among all the employees within the organization were cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

24. ECOLOGY & SAFETY CERTIFICATE

The Company has taken adequate provisions for ecology and safety of plant, building and manpower''s welfare activities.

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return as on the Financial year ended 31st March, 2016 in Form No. MGT-9 is enclosed as "Annexure V1" of Annual Report.

26. CONSERVATION OF ENERGY

Your Company does not fall under the list of industries which are required to furnish information in respect of conservation of energy yet the Company has taken due measures to control the wastages of energy and lights power as energy conservation dictates how efficiently a company can conduct its operations.

The other particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as "Annexure VII" in this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure -VIII" as part of the Annual Report.

28. GENERAL

Your Board states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

29 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2015-16.

No. of complaints received: NIL No. of complaints disposed off: NIL

30. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of various other associates.

On behalf of the Board, I would like to convey to our Hon''ble members that over the years your deep and abiding trust and invaluable support has enabled us to continuously improve our performance despite extremely challenging times in the recent past where in sourcing raw materials /components at competitive prices have become an arduous task and further hope they will continue to give their support in full spirit in the years to come.

For and on behalf of the Board

Regd. Office: United Drilling Tools Limited

139A, First Floor, Antriksh Bhawan Sd/-

22, Kasturba Gandhi Marg, New Delhi-110001 Pramod Kumar Gupta

Dated: 06.08.2016 Chairman cum Managing Director

DIN: 00619482

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 33rd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2014 and 31st March, 2015.

1. SUMMARIZED FINANCIAL HIGHLIGHTS

The Company's financial performance, for the year ended 31st March, 2014 and 31st March 2015 as aforesaid is summarized below :

(Rs. in Lacs) Particulars For the year For the year For the year ended ended ended 31st March, 31st March, 31st March, 2015 2014 2013

Gross Turnover and other receipts 11190.67 6732.09 4485.06

Profit / (Loss) before Interest and 3858.98 625.17 245.08 Depreciation

Less: Interest 150.30 62.29 73.60

Profit/(Loss) Before Depreciation 3708.68 562.88 171.48

Less: Depreciation 942.53 321.29 32.27

Profit /(Loss) Before Tax 2766.15 241.59 139.21

Less: Provision for taxation 168.58 75.40 50.50

Profit /(Loss) After Tax 2599.57 166.19 88.70

Profit brought from Macro Merger ---- 79.62 -

Balance brought forward from previous 617.92 372.11 283.41 year

Balance carried to Balance Sheet 3215.49 617.92 372.11

2. BUSINESS PERFORMANCE

The financial year 2014-15 has been a very successful and important year for the Company. The Company's business shows impressive earnings in a year. The Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies.

Your Company has been able to achieve excellence and efficiency due to the philosophy of hard work predominantly coupled with other strategic endeavor taken by it, which has increased Company's product line and profits. Your company is continuously extending its business into export markets as well as developing perspective customers in India and abroad.

Further the Company's units situated in SEZ in Noida & Kandla commence its business and play an important role to achieve the target and goal. The Company has implemented ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND

Your Directors deems it appropriate to conserve its resources and disburse at appropriate time, instead of distributing same. This way your Company will be able to conserve its resources and further consolidate the funds position for your Company. The Board may consider remunerating suitably to its members at appropriate time.The decision has been formulated in accordance with the Company's policy to pay/not to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

4. FUTURE OUTLOOK

The future outlook of the Company seems very promising because of the increase in sales of the products within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company's products, which are directly related with Oil sector, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of product and therefore acceptability of Company's product in domestic and international market has also increased considerably. This may eventually leads higher growth, turnover and profit of the company.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the concerned Stock Exchanges in India, is elaborated in a separate section forming part of the Annual Report.

6. LISTING

Your Company's Equity Shares are presently listed on The Bombay Stock Exchange and Delhi Stock Exchange. It is worth mentioning here that UP Stock Exchange Ltd had applied for its exist as Stock Exchange as per Clause

2.2 of the Securities and Exchange Board of India (SEBI) Circular No. CIR/MRD/DSA/14/2012 dated May 30, 2012 and the SEBI vide its Exist Order Dt. June 9th, 2015 allowed the exit of UP Stock Exchange Limited as a stock exchange. Moreover, the Delhi Stock Exchange have been de-recognized by the Securities and Exchange Board of India w.e.f. 19th November, 2014. The Company has paid the listing fees for the year 2015-2016 to Bombay Stock Exchange, where the securities of the Company are listed and stopped paying listing fee to other two stock exchanges and continue to do so in future.

7. MAJOR EVENT Amalgamation

During the period under review your company has presented a Scheme of Amalgamation seeking concurrence to same from Hon'ble High Court for amalgamation of Macro Steel Engineers Pvt. Ltd. Into it. Hon'ble High Court of Delhi vide its order dated 01/05/2014 for which effective date was 25/07/2014 has sanctioned such a scheme and accordingly the transferor Company stands amalgamated.

Non placing of Audited Financial Accounts for FY ended 31.03.2014, Change in Statutory Auditors and certain defaults M/s Agarwal Dhruv & Co., Chartered Accountants, ICAI Firm Registration No.: 008900N were acting as Statutory Auditors of the Company. On account of dereliction of duty on their part, a special notice for not re-appointing them was received which was duly considered by Audit Committee, read with relevant provision of Companies Act, 2013 whereupon office of Auditor was supposed to be changed in given timeframe, considering tenure of specified period, whereupon existing term too was supposed to be considered. On account of same the financials of year ended 31.03.2014 could not be placed before the members and AGM was concluded without adoption of Annual Accounts. Members had approved the appointment of M/s R S Dani & Co., Chartered Accountants to act as Statutory Auditors of the Company and said firm had accordingly completed the Audit of the affairs of your Company for FY ended 31.03.2014 besides FY ended 31.03.2015, which was task left unattended by M/s Agarwal Dhruv & Co., the erstwhile Auditors of your Company. Your management perceive same to be a material event, yet same is not repeated for the sake of brevity, as members were fully apprised as to same in Annual Report for FY ended 31.03.2014.

8. CONSOLIDATED FINANCIAL STATEMENT

Your company has no joint Venture, subsidiaries and Associate companies, hence in accordance with the of Companies Act, 2013 and Accounting standard (AS) -21 no need of consolidated financial statement.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As stated above, your company has no subsidiaries, Joint Venture and Associates Companies.

10. DIRECTORS & COMMITTEE

Your Board comprises of eminent, experienced and reputed Individuals from their respective fields. At the 32nd Annual General Meeting held on 11th November, 2014 the company had appointed the existing independent directors Shri S S Bhagat (DIN 00841981), Shri K.D. Aggarwal (DIN; 00861164) and Shri V.B. Mishra (DIN 00619543) as independent directors under The Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 37th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and as per the Clause 49 of the Listing Agreement with the concerned Stock Exchanges.

At board meeting held on 28.02.2015 the board had appointed Mr. Kanal Gupta (DIN 01050505) as Additional Director and in another Board meeting held on 30.03.2015, Ms. Shruti Synghal was appointed as Additional cum women Director of the Company. In accordance with the provisions of Companies Act, 2013 Shri U S Pandey (DIN: 02877691), Non- Executive Director retires by rotation and being eligible offers himself for re-appointment.

The current composition of the Board of Directors is as follows :

Sr. Name of the Director Designation on the Board No

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

6. Mr. Kanal Gutpa Additional Director

7. Ms. Shruti Synghal Additional cum Women Director

10.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and as per the Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

10.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10.3 MEETINGS

During the year Nine Board Meetings and one independent directors' meeting was held, the Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings and various other requirements including voluntary secretarial standards issued by ICSI. Date of the Board Meeting held during the year are mentioned herewith.

30.04.2014, 30.08.2014, 07.10.2014, 07.11.2014, 11.11.2014, 07.01.2015, 28.02.2015, 21.03.2015 and

30.03.2015.

10.4 AUDIT COMMITTEE

The company is having an audit committee comprising of the following Independent Directors :

Name Status Category

Shri V.B. Mishra Chairman Non Executive & Independent Director

Shri K.D. Aggarwal Member Non- Executive & Independent Director

Shri S.S.K Bhagat Member Non Executive & Independent Director

All the recommendations made by the Audit Committee were accepted by the Board.

10.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Shri K.D. Aggarwal Chairman Non- Executive & Independent Director

Shri S.S.K Bhagat Member Non Executive & Independent Director

Shri V.B. Mishra Member Non Executive & Independent Director

All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

10.6 STAKE HOLDER GRIEVANCE/RELATIONSHIP COMMITTEE

The company is having Stake holder Grievance Committee comprising of the following Directors:

Name Status Category

Shri V. B. Mishra Chairman Non Executive and Independent director

Shri U.S Pandey Member Non - Executive Director

Shri P.K. OJha Company Secretary Compliance Officer

11. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, the key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs.2, 39, 501 (Two Lac Thirty Nine Thousand Five hundred One (around 1.77 % of the average net profits of last three financial years) on CSR activities even though the provision of section 135 of the Companies Act 2013 were not applicable to the Company during the financial year ended 31st March, 2015.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. 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. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

This policy is uploaded on the website of company.

13. DIRECTORS' RESPONSIBILITY STATEMENT

For Financial Year ended 31.03.2014 and 30.03.2015, your Directors' state that:

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:

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

b. Appropriate accounting policies have been selected and applied consistently and have made judgement and estimates that are reasonable and prudent so as to give a true and fiar view of the state of affairs of the Company as at 31st March, 2014 and 31st March, 2015 and of the profit of the Company for the financial year ended 31st March, 2014 and 31 March 2015.

c. Proper ad sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and were operating effectively;

f. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is to be attached as part of the Annual Report. It is not mandatory for your company.

15. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company requiring compliance as enshrined in section 188 of the Companies Act, 2013 during the financial year 2014-15. However, during the financial year 2013-14, there was a related party transaction with Macro Steel Engineers Ltd for which your company had aleady obtained approval form Regional Director northern region under section 297 of Companies Act, 1956.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during financial year 2014-15 which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Your Directors draw attention of the members to Note 11(B) to the financial statement which sets out related party disclosures.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The Management is satisfied that the company has complied with all legal requirements as applicable to the Company for the Financial Year ended 31st March, 2015.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri U.S. Pandey, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are uploaded on the website of the Company.

Furthermore, pursuant to provisions of Section 203 of the Companies act, 2013 the board had nominated below stated persons as KMP

Mr. Pramod Kumar Gupta - CMD

Mr. Pramod Kumar Ojha - Company Secretary

19. AUDITORS

19.1 STATUTORY AUDITORS

M/s R S Dani & Co., Chartered Accountants were appointed to act as such by members in 32nd AGM consequent upon M/s Agrawal Dhruv & Company, the erstwhile Chartered Accountants and the Statutory Auditors of the Company, retiring and not been re-appointed at the conclusion of 32nd AGM basing on the basis of Special Notice received under Section 140 (4) read with Section 115 of the Companies Act, 2013 recommending appointment of M/s R S Dani & Co., Chartered Accountants, stating that M/s Agarwal Dhruv & Company shall not be re-appointed as Statutory Auditors of the Company, which was complied as per applicable procedures.

The Board has accordingly recommended appointment of R S Dani & Co., Chartered Accountants as Statutory Auditors for a period of five consecutive years which was approved by members in last AGM.

Consequent upon non placing of financials for FY ended 31.03.2014 within scheduled time, the Company ran into defaults of various nature, which would be addressed separately, the Financials for year ended 31.03.2014 were placed before Statutory Auditor M/s R S Dani & Co., and audit for said period was completed by them, besides Audit of Financials for FY ended 31.03.2015.

Accordingly a audit report alongwith financials as on 31.03.2014 & 31.03.2015 are being placed before the members for their consideration and adoption.

Furthermore as the appointment was done for a period of five years, as stipulated under provisions of Chapter X of The Companies Act, 2013 read with applicable rules, subject to ratification by members at every consequent Annual General Meeting, hence ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

M/s. R S Dani & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report for either of the years are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

19.2 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, the Board has appointed M/s Balraj Sharma & Assicuates, Company Secretaries, New Delhi to undertake the secretarial audit of the Company, which was approved by members in 32nd AGM. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

The Notes referred in the Secretarial Auditors' Report for the year ended 31st March, 2015 are self-explanatory and the not call for any further comments. The Auditors' Report does not contain any qualifications, reservations or adverse remarks.

19.3 INTERNAL AUDITORS

Consequent upon existence of provisions of Section 138 of the Companies Act, 2013, Mr. Vishnu Singh who is having vast experience in finance and Accounts was appointed to perform the duties of internal auditor of the company and their report is reviewed by the audit committee from time to time.

The Report of Internal Auditors does not contain any qualification, reservation or adverse remark.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI for statutory and non statutory clauses as well. The Company duly comply with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuabce if Clause 49 of the listing agreement in respect to Corporate Governance the company duly complies and submitted a quarterly report to the stock exchanges on each occasion. The company has also followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Consolidated Management Discussion and Analysis Report as well as report on Corporate Governance as of 31.03.2014 & 31.03.2015 are attached hereto as a part of this Annual Report as Annexure-A.

20.1 DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Employed throughout the Financial Year 2014-15

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration of % increase in No. and Designation Director/KMP for Remuneration financial year in the Financial 2014-15 (in Rs.) Year 2014-15

1. Mr. Pramod Kumar Gupta 42,00,000 75 Managing Director

2. Mr. S.S.K Bhagat 82,500 101.2 Independent Director

3. Mr. K. D. Aggarwal 82,500 101.2 Independent Director

4. Mr. V.B. Mishra 82,500 101.2 Independent Director

5. Mr. U.S Pandey 5,30,000 7.25 Non-Executive Director

6. Mr. Kanal Gupta NIL NIL Additional director

7. Mr. S.S. Manral 3,22,053 NIL(appointed CFO during 2014-15)

8. Mr. P.K. OJha 4,38,470 15.4 Company Secretary

Name of Director KMP Ratio of remunera- Comparison of the Re- and Desigination tion of each Director/ muneration of the KMP to median remunera- against theperformance tion of employees of the Company

Mr. Pramod Kumar Gupta Managing Director 24:1 Satisfactory

Mr. S.S.K Bhagat Independent Director 33:70

Mr. K. D. Aggarwal Independent Director 33:70

Mr. V.B. Mishra Independent Director 33:70

Mr. U.S Pandey Non- Executive Director 3.02:1

Mr. Kanal Gupta Additional director NIL

Mr. S.S. Manral CFO 1.8:1 Satisfactory

Mr. P.K. OJha Company Secretary 2.5:1 Satisfactory

(Note: Sitting fee given to director for Board and Committee meeting taken as remuneration and Median is taken as Rs. 1, 75, 000)

The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

It is hereby affirmed that the remuneration paid is as per the as per the Renumeration Policy for Directors, Key Managerial Personnel and other Employees.

21. DEMATERIALISATION OF EQUITY SHARES

Your company is registered with CDSL & NSDL for dematerialization and Company's ISIN Number is INE961D01019. M/s Alankit Assignments Ltd. Is acting as its agent for demat and other related requests for its equity shares.

22. HUMAN RESOURCES DEVELOPMENT

The Company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology of the Company.

23. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

24. ECOLOGY & SAFETY CERTIFICATE

Company has taken adequate provisions for ecology and safety of plant, building and manpower's welfare activities.

25. EXTRACT OF ANNUAL RETURN

In pursuant to provision of section 92(3) of the companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Extract of Annual Return as on the Financial year ended 31st March, 2015 in Form No. MGT-9 is given below:

I. REGISTRATION AND OTHER DETAILS

i) CIN:- L29199DL1985PLC015796

ii) Registration Date: 24.05.1985

iii) Name of the Company: United Drilling Tools Limited

iv) Category/Sub-Category of the Company: Company having Share Capital

v) Address of the Registered Office and Contact Details:

B-94, Shashi Garden, Patparganj, Delhi-110090, Telephone No. 0120-4842400

vi) Whether listed Company: Yes

vii) Name, Address and Contact Details of Registrar and Transfer Agent, if any:

Alankit Assignments Limited, 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi-110055 Tel. No. 011-42541956

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

SL. Name and Description of NIC Code of the Product/ % to Total turnover No. main Products/services service of the Company

1. Connector 28221 51.47

2. Casing Pipe 28221 37.42

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. Name And Address CIN/GIN Holding/ % of Shares Applicable No.of the Company Subsidiary Held Section /Associates

1. Company has no holding subsidiary and associate companies

26. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy yet the company has taken due measures to control the wastages of energy and lights power as energy conservation dictates how efficiently a company can conduct its operations.

The other particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided elsewhere in this Report.

27. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The Company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D: R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

28. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

Your Company continuously keep on adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps the Company in absorbing, adapting and innovating new technology.

30. GENERAL

Your Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in the line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under his policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-15.

No. of complaints received : NIL No. of complaints disposed off: NIL

31. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of various other associates.

On behalf of the Board, I would like to convey to our Hon'ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the years to come.

Regd. Office: By Order of the Board of Directors B-94, Shashi Garden sd/- Patparganj, Delhi-110091 (PRAMOD KUMAR GUPTA) Dated: 08.08.2015 CHAIRMAN & MANAGING DIRECTOR DIN:00619482

---

Mar 31, 2014

Dear Members,

The Directors present the 32nd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2014.

1. OPERATION

Your Company has been able to perform very good due to the philosophy of hard work and amalgamation with other company, which has increased Company's product line and profits. The company is continuously extending its business into export markets as well as developing new customers in Inida.

Further the Company has completed its projects in SEZ areas in Noida & Kandla. The Company has implemented ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

2. DIVIDEND

Your Directors are not in a position to recommend dividend for the financial year under review in view of non availability of Audited Financials coupled with a view to further consolidate the funds position of the Company. The Board may consider remunerating suitably to its members at appropriate time.

3. FUTURE OUT LOOK

The future outlook of the Company is very bright because of the increase in product sales within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company's products, which are directly related with Oil, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of our product and therefore acceptability of Company's product in domestic and international market has also increased considerably. This will eventually leads into high turnover and profit for the company.

4. LISTING

Your Company's Equity Shares are listed on The Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange. The Company has paid the listing fees for the year 2014-2015 to Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange where the securities of the Company are listed.

5. MAJOR EVENT

Scheme of Amalgamation

Your company has amalgamated M/s Macro Steel Engineers Pvt. Ltd (a transferor company) with itself vide order of Hon'ble Delhi Court dated 01/05/2014 for which effective date was 25/07/2014, which helped your company to spread their market with in India as well as abroad, through increase its product line by using latest design and technology.

6. DIRECTORS

Your Board of Directors comprises of eminent, experienced and reputed Individuals of the Industry. There have been no significant changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr. Name of the Director Designation on the Board No

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

On account of the requirement of Section 255 of the Companies Act 1956 and Articles of Association, Mr. U. S. Pandey, are liable to retire by rotation at the ensuing ACM and being eligible have offered themselves for re-appointment.

7. PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

8 STATUTORY AUDITOR AND ANNUAL ACCOUNTS

M/s Agrawal Dhruv & Company, Chartered Accountants, being the Statutory Auditors of the Company, retireat the conclusion of ensuing AGM. We would like to inform you that your existing statutory auditors M/s Agawal Dhruv & Company. Chartered Accountants, ICAI Firm Registration No.: 008900N has derelicted from duty and has not completed the Audit work as entrusted to them, whereby the Company ran into defaults of the provisions of Companies Act, 1956 and Companies Act, 2013 (to the extent applicable), Listing Agreement and the like.In view of enabling provisions of Section 210 of the Companies Act, 1956 your board could not present audited financials on account of reason as stated herein above and for which your board is concerned. The Management undertakes to complete the pending task at the earliest and shall place the Financials for FY ended 31.03.2014 in compliance with law of land. Your board also confirm that non placing of financials was a requirements of Companies Act, 1956 and Companies Act, 2013 as well which your board fails to do for reasons stated hereinabove and enclosed notice as well for which necessary corrective measures shall also be taken so as to keep the track record of your Company clean, impeccable and entities which are known for compliance of the conditions of corporate governance of statutory and non statutory clauses. Henceforth your board is unable to comment upon Annual Accounts and Statutory Auditors report in view of non availability of same.

Accordingly your Board had decided to proceed ahead with holding/convening of Annual General Meeting as required pursuant to provisions of Section 166 of Companies Act, 1956 and Section 96 of the Companies Act, 2013 (to the extent applicable) so as to minimize the non compliance and transact business required to be transacted with the exception of placing of Audited Annual Accounts for the FY ended 31.03.2014 the reasons of which was required to be explained to the stakeholders and had been addressed suitably in present report.

Besides the submissions as aforesaid, It is worth stating here that in view of newly enacted Companies Act, 2013 read with relevant rules to the effect the Audit Committee was deliberating on replacing Statutory Auditors keeping in view the Corporate Governance norms.

The Company has also received a Special Notice under Section 140 (4) read with Section 115 of the Companies Act, 2013 from Sh Kanal Gupta in the capacity as a member of the Company recommending appointment of M/s R S Dani & Co., Chartered Accountants, ICAI Firm Registration No.: 000243C as statutory auditors of the Company in place of M/s Agarwal Dhruv & Co. The Company was duty bound and has accordingly sent a copy of said Special Notice to M/s Agarwal Dhruv & Co., Chartered Accountants, Noida being the retiring auditors in compliance with provisions of Act.

The Board has accordingly acted on the recommendation of audit committee for considering and approving candidature of appointment of M/s R S Dani & Co., as Statutory Auditors for a period of five consecutive years from the conclusion of 32nd Annual General Meeting up to the conclusion of 37th Annual General Meeting. For the purpose of seeking representation, if any, from the Statutory auditor a copy of said notice has been sent to them for their records and action, if any which was required pursuant to provisions of Companies Act, 1956 and Companies Act, 2013 (to the extent applicable) The representation, if any, received from M/s Agarwal Dhruv & Co. the retiring auditors within the stipulated time shall be sent to the members or shall be placed at the Annual General Meeting as the case may be.

Basing on the developments as aforesaid the Audit Committee accordingly considered and recommended to the Board that it would be appropriate to change the statutory auditors. This move is also a step towards regime of good corporate governance as enunciated by Companies Act, 2013 and good corporate governance practices adopted and adhered by your Company.

It is worth stating here that the Audit Committee and the Board of Directors of the Company had recommended name of M/s R S Dani & Co. for appointment as the Statutory Auditors of the Company in accordance with applicable provisions in the forthcoming annual general meeting of the Company for consideration and approval of members.

Members may note further that M/s R S Dani & Co had confirmed their eligibility and willingness to act as such and accordingly after the conclusion of 32nd AGM the tenure of M/s Gadwall Dhruv & Co. shall come to an end and M/s R S Dani & Co can act as Statutory auditors of the Company for a period of Five years as per requirements of Companies Act, 2013. Your Board is concerned of the state of affairs and had taken note of the fact of company running into default of provisions of Section 210, 215, 216 and 217 of the Companies Act, 1956 and Companies Act, 2013 (to the extent applicable). Your Board admit the lapses in compliance and shall take the appropriate and corrective measures in time to come. The reasons for non presentation of duly audited financials is responsibility of management the reason of which is explained elsewhere in Directors Report and also dealt with suitably in notice for AGM for the period under consideration.

Accordingly basing on the recommendation of Audit Committee coupled with fact of receipt of notice for not recommending appointment of M/s Dhruv & Co., Chartered Accountants, Noida, your board has decided not to recommend said appointment for consideration and approval of members in ensuing AGM.

In terms of requirements of provisions of Chapter X of the Companies Act, 2013 and further based on the recommendation of the Audit Committee, the Board of Directors, had at its meeting held on 07.10.2014 recommended the appointment of M/s R S Dani & Co, Chartered Accountants, Bhilwara (Raj) as statutory auditors of the Company for a block of Five years whose tenure shall come to end on the conclusion of Annual General Meeting scheduled to be held in FY 2019.

It is worth stating here that M/s R S Dani & Co., Chartered Accountants was a firm of repute and they had expressed their eligibility and willingness to act as statutory auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956 and Section 139 to 147 (both inclusive) read with applicable provisions of Chapter X of the Companies Act, 2013 and rules to the effect.

We wish to place it on record that. M/s R S Dani & Co. Chartered Accountants, Bhilwara (Raj), bearing ICAI Registration No. 000243 have indicated their willingness to be appointed as the Statutory Auditors of the Company and have given a declaration/certificate confirming their eligibility to be appointed. Hence the resolution for appointment as such is also proposed for kind consideration of members in ensuing AGM.

REASONS FOR NOT PLACING AUDITED ANNUAL ACCOUNTS FOR FY ENDED 31.03.2014 M/s Agarwal Dhruv & Co., Chartered Accountants, ICAI Firm Registration No.: 008900N the retiring Auditors, have been auditors of the Company since their appointment at the 12th Annual General Meeting held in 1995 . As per the applicable statutory provisions, audit of the accounts for the financial year ending on March 31, 2014 should have been completed by said firm on account of power vested in them, latest by May 30, 2014, which they have failed to do. The Management consistently requested the said firm for completion of audit and the firm did not comply in utter dereliction of the responsibility entrusted to them. The said acts led the Company into commission of defaults and violation of various provisions of Companies Act and Listing Agreement including other applicable statues. On account of same the financials statements of the Company are not ready and hence are not being sent for consideration and adoption of the same by members. We wish to further inform that the requisite approval from the Registrar of Companies for extension in holding the AGM pursuant to the provisions of Section 96 of the Companies Act, 2013 by a period of 60 (Sixty) days, accorded vide their order dated 24/09/2014.

Your Board is committed to adhere to best Corporate Governance practices and accordingly shall endeavor to place the financials of the Company for the year ended March 31, 2014 at the earliest opportunity. Since the present auditors have failed in their duty to conduct the audit of the annual accounts for the financial year ended March 31, 2014 despite the best of efforts made by the management and the repeated requests to them, the Board assumes the duty to complete the unfinished task for which necessary action shall be taken in due course of time along with corrective action, required to be taken, if any.

The members may further note that the financials as prepared by Company for Audit before Auditor i.e M/s Agarwal Dhruv & Co. can also be inspected by members of the Company at the registered office of the Company from the dispatch of notice till the date of ensuing AGM except public holiday and any member may do so without even giving notice to the effect.

9. FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

10. COMPLIANCE OFFICER

As per provision of section 383A of Companies Act, 1956 and as per requirement of listing agreement, company has appointed company secretary in whole time employment as a compliance officer of the company.

11. CORPORATE GOVERNANCE

The Company is duly complied with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuant to clause 49 in respect to Corporate Governance the company duly complies and duly submitted a quarterly report to the stock exchanges. The company has also duly followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2014 are attached hereto as a part of this Annual Report as Annexure - A.

The Board would also like to inform the Members, that it has adopted a Code of Conduct for its Directors, Key Managerial Personnel and Senior Employees.

12. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL & NSDL for dematerialization and Company's ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares as well as for the physical transfer of equity shares of the company.

13. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

14. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

15. ECOLOGY & SAFETY CERTIFICATE

Company has taken adequate provisions for ecology and safety of plant, building and manpower's welfare activities.

16. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) in the preparation of annual accounts for the financial year ended 31st March 2014 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) the directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the company for the said period

(c) proper and sufficient care has been taken 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

(d) The directors have prepared the accounts for financial year ended 31st March, 2014 on a going concern basis.

17. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

18. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The Company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D: R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

19. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

20. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Hon'ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite of extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the year to come.

Regd. Office By Order of the Board of Directors B-94, Shashi Garden Patparganj, Delhi-110091 sd/-

Dated: 07.10.2014 (PRAMOD KUMAR GUPTA) CHAIRMAN & MANAGING DIRECTOR DIN:00619482

R / O: B-542, New Friends colony New Delhi-110065

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Mar 31, 2013

TO THE MEMBERS

The Directors present the 31st Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS: 2012-2013 2011-2012

(Rs. in Lacs) (Rs. in Lacs) Sales and Other Income 4485.06 3829.40

Gross Profit (Loss) 691.89 646.28

Profit before Depreciation 171.48 135.87

Depreciation 32.27 36.90

Proposed Dividend Nil NIL

Profit/Loss during the Year 88.71 68.25

During the current year the Company is making progress steadily and is on the path of growth. The Company''s sales have gone up from Rs. 3829.40 Lacs to Rs. 4485.06 Lacs and its profit after tax has increased from Rs.68.25 Lacs to Rs.88.71 Lacs

2. OPERATION

Your Company has been able to achieve this due to the philosophy of hard work and amalgamation with other company, which has increased Company''s product line and profits. The company is continuously extending its business into export markets as well as developing new customers in India.

Further the Company is in the process of completing its projects in SEZ areas in Noida & Kandla. The Company is also planning to implement ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year under review with the view to further consolidate the funds position of the Company.

4. FUTURE OUT LOOK

The future outlook of the Company is very bright because of the increase in product sales within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company''s products, which are directly related with Oil, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of our product and therefore acceptability of Company''s product in domestic and international market has also increased considerably. This will eventually leads into high turnover and profit for the company.

5. LISTING

Your Company''s Equity Shares are listed on The Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange. The Company has paid the listing fees for the year 2012- 2013 to Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange where the securities of the Company are listed.

6. MAJOR EVENTS OF THE COMPANY

Scheme of Amalgamation

In purview of future worldwide development of your company, the Board of Directors of the Company has decided to undergo amalgamation with Macro steel Engineers Pvt. Ltd. in pursuant to relevant provision of Companies Act, 1956 and subject to member''s approval in general meeting and Hon''ble Delhi High Court. Macro Steel Engineers Pvt. Ltd. is one of the leaders in developing patented technologies for several Oil Field Equipments, which will further improve financial position of the Company in terms of higher sales and profits.

7. DIRECTORS

Your Board of Directors comprises of eminent, experienced and reputed Individuals of the Industry. There have been no significant changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

The current composition of the Board of Directors is as follows:

Sr.No Name of the Director Designation on the Board

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

6 Mr. C.P. Sharma Additional Director

On account of the requirement of Section 255 of the Companies Act 1956 and Articles of Association, Mr. U. S. Pandey, is liable to retire by rotation at the ensuing AGM and being eligible haveoffered themselves for re-appointment.

8. PARTICIPATION OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

9. AUDITORS

M/s Agrawal Dh-ruv & Company, Chartered Accountants, being the Statutory Auditors of the Company, retire at the conclusion of this AGM. Being eligible, they have offered themselves for re-appointment. The appointment has been recommended by the Audit Committee.

10. STATUTORY AUDITOR''S REPORT

The notes referred in auditor''s report are self explanatory and therefore do not call for any further comments.

11. FIXED DEPOSIT

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

12. COMPLIANCE CERTIFICATE

As per provision of section 383A of Companies Act, 1956, company has appointed company secretary in whole time employment; therefore, there is no need of compliance certificate to be obtained from practicing company secretaries.

13. CORPORATE GOVERNANCE

The Company is duly complied with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuant to clause 49 in respect to Corporate Governance the company duly complies and duly submitted a quarterly report to the stock exchanges. The company has also duly followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2013 are attached hereto as a part of this Annual Report as Annexure - A.

The Board would also like to inform the Members, that it has adopted a Code of Conduct for its Directors, Key Managerial Personnel and Senior Employees.

14. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL for dematerialization and Company''s ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares as well as for the physical transfer of equity shares of the company.

15. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

16. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

17. ECOLOGY & SAFETY CERTIFICATE

Company has taken adequate provisions for ecology and safety of plant, building and manpower''s welfare activities.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) in the preparation of annual accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) the directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the said period

(c) proper and sufficient care has been taken 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

(d) The directors have prepared the accounts for financial year ended 31st March, 2013 on a going concern basis.

19. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

20. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D : R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

21. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

23. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Hon''ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite of extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the year to come.

Regd. Office By Order of the Board of Directors

B-94, Shashi Garden

Patparganj, Delhi-110092 sd/-

Dated: 14.08.2013 (PRAMOD KUMAR GUPTA)

CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2010

The Directors present the Twenty Eighth Annual report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 2815.85 2004.75

Gross Profit (Loss) 390.26 246.92

Profit Before Depreciation & Tax 122.89 42.50

Depreciation 28.43 14.45

Taxation 18.30 6.43

Proposed Dividend NIL NIL

Profit/Loss during the Year 76.17 21.62

2. OPERATION

Your company has earned reasonable profits in this year also. Inspite of difficulties in having adequate working capital, the company though has increased its sales turnover and profit as compared to last year. Further, company has continued to make good strides in export market and has acquired good orders from various countries in Middle East and South East Asia. The companys products are still being manufactured with API monogram and has ISO 9001-2000 certification. The company is working in resolving its difficulties on inadequate working capital and hope to overcome during this year.

3. MERGER

In order to further expand Companys business and its turnover, your Company is planning Merger with another Company who have been in the business of manufacturing and supplying tubing and wireline retrievable gas lift valves components and wire-line winches to ONGC, Oil India and other Companies including your Company. They have been developing new high technology products such as wire-line retrievable gas lift valves and side pocket mandrels. The annual world market for these products is approx. 340 million dollars and the Indian market is of approx. 50 crore rupees. There are only 3-4 companies in the world who are manufacturing and supplying these items and 80% of the market is controlled by them.

By manufacturing and marketing these items in India, our cost will be 32 to 40% less than the overseas companies. Therefore, we can easily get 5 to10% of the market share in next 4-5 years which will improve companys sales and profitability substantially.

4. DIVIDEND

Your Directors are unable to recommend any dividend due to paucity of Cash flow although reserve and surplus increased to Rs.245.59 from Rs 170.25 during the previous year. Your Directors expects better performance in the years to come.

5. DIRECTORS

(a) Shri V.B. Mishra, Director, to be retired by rotation and, being eligible for reappointment offers himself for reappointment at the ensuing Annual General Meeting.

(b) Shri Uma Shankar Pandey, appointed as a additional director w.e.f. 30th October, 2009 and being eligible for reappointment as a Director of the company u/s 257 of the Companies Act 1956.

6. PARTICIPATION OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

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

As required by the Companies (Disclosure of the Particulars in the report of Board of Directors) Rules, 1988, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in this report.

8. AUDITORS

M/s Agrawal Dhruv & Company, Chartered Accountants, Noida, the retiring auditor of the company, being eligible offer themselves for re-appointment,

9. STATUTORY AUDITORS REPORT

The notes referred in auditors report are self explanatory and therefore do not call for any further comments.

10. COMPLIANCE CERTIFICATE

The Directors have gone through the observation made by practicing company secretary through their compliance certificate under section 383A(1) of the Companies Act, 1956 and are in agreement with the same.

11. CORPORATE GOVERNANCE

In the terms of the management discussion and analysis report is annexed and form part of the annual report.

12. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL for dematerialization and Companys ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares.

13. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

14 INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employee maintained highest level of discipline, decency for the growth of the organization.

15. ECOLOGY & SAFETY CERTIFICATE

Company has taken adequate provisions for ecology and safety of plant, building and manpowers welfare activities.

16. FIXED DEPOSITS

Your company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956 and the rule made thereunder.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) In the preparation of annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) The directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair.view of the state of affairs of the company as at 31s1 March 2010 and of the profit of the company for the said period

(c) Proper and sufficient care has been taken 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

(d) The directors have prepared the accounts for financial year ended 31st March, 2010 on a going concern basis.

18. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

19. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company : The company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D : R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action : New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D : Expenditure on R&D have been charged under primary heads of account.

20. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

21. FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange earning and outgo during this year is as under :-

Earnings : Refer Schedule Q (Earning in Foreign Currency)

Outgo : Total foreign exchange outgo including cost of

Imported material in 2009-2010 - Rs. 62070216.00

Previous Year - Rs. 53615873.83

22. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Honble members our thanks for their invaluable support and confidence they have reposed in the management of the company and hope they will continue to give their support in full spirit in the years to come.

Regd. Office By Order of the Board of Directors

B-94, Shashi Garden

Patparganj, Delhi-110092

Dated :.17.08.2010 (PRAMOD KUMAR GUPTA)

CHAIRMAN CUM MANAGING DIRECTOR