Dear Members,

The Directors have pleasure in presenting the 8^thAnnual Report of your Company (‘the company’ or ‘UTSL’) along with the audited financial statements, for the financial year ended March, 312018. The performance of the company has been referred to wherever required.

Results of our operations (In Rs.)

Company’s Performance

Total revenue from operations at Rs. 36.07 crores for the year ended 31^stMarch, 2018, as against Rs. 27.87 crores for the corresponding previous period, increase is mainly on account of increase revenues from new projects.

Dividend

The Board of Director to conserve the resources of the Company and maintain the liquidity has decided not to be declaring dividend on Equity Shares for the year ended 31^st March 2018.

Appointment of the Registrar and Transfer Agent of the company

The Company has appointed the Link Intime India Private Limited for conducting Registrar & Transfer Agent activities.

Management’s Discussion and Analysis Report

Management Discussion and Analysis forms an integral part of this report is annexed as Annexure -1 which gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses.

Report on Corporate Governance

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this report.

Annual Return

The details forming part of the extract of the Annual Return as on 31^st March, 2018 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the Annexure II to this report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31,2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial Controls and Their Adequacy

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Directors and Key Managerial Person

In compliance with the provisions of Sections 149,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:-

During the Year under review, the following changes occurred in the position of Directors/KMPs of the Company:

# Mr. Kishore Bhuradia(DIN: 03257728) was appointed as a Managing Director of the company for the period of 5 years i.e. from 29^th December, 2017 till 28^th December, 2022, in the Board Meeting held on 29^th December 2017.

%Anil Kumar Jain (DIN: 00370633) and Pranay Kumar Parwal (DIN: 03257731) were appointed as Whole time Director for the period of 5 years i.e. from 29^th December, 2017 till 28^th December, 2022, in the Board Meeting held on 29^th December 2017.

@ As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Mr. Prakash Chandra Chhajed, Mr. ShalabhAgrawal and Mrs. Sudha Rathi were appointed as the Additional Directors (Non-Executive Independent Director) of the company with effect from 29^th December, 2017 subject to approval of Shareholders in the Extra Annual General Meeting of the company held which was held on 8^th January 2018 to hold office for the period of 5 years. The Company has received declarations from all the Independent Directors confirming that each of them meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and per SEBI (LODR) Regulations 2015.

^ANireshMaheshwari was appointed as Chief Financial Officer with effect from 17^th January 2018.

*Ms. AnchalKabra had resigned from the post of Company Secretary of the company with effect from 31^st May 2018.

$Ms. KhushbooMundra was appointed as Company Secretary of the company with effect from 18^th June, 2018.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force).

Meetings of the Board of Directors

The following Meetings of the Board of Directors were held during the Financial Year 2017-18:

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17( 10) of the Listing Regulations and the circular issued by SEBI dated 5^th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board was carried out for the financial year 2017-18.

The following are some of the broad issues that are considered in performance evaluation:

Criteria for evaluation of Board and its Committees:

- Setting up of performance objectives and performance against them

- Board’s contribution to the growth of the Company

- Whether composition of the Board and its Committees is appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Board’s ability to respond to crisis

- Board communication with the management team

- Flow of quality information to the Board

Criteria for evaluation of Independent Directors

1. Demonstrates willingness to devote time and effort to understand the Company and its business

2. Demonstrates knowledge of the sector in which the Company operates

3. Quality and value of their contributions at board meetings

4. Contribution to development of strategy and risk management policy

5. Effective and proactive follow up on their areas of concern

Criteria for evaluation of Non-Independent Directors

1. Knowledge of industry issues and exhibition of diligence in leading the organization

2. Level of attendance at the Board and Committee meetings where he is a member

3. Effectiveness in working with the Board of Directors to achieve the desired results

4. Providing direction and support to the Board regarding its fiduciary obligations and governance role

5. Providing well-balanced information and clear recommendations to the Board as it establishes new policies.

Nomination and Remuneration Policy

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (LODR) Regulation 2015.

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role, is annexed herewith marked as Annexure III to this Report

Board Committee

Pursuant to Section 178 of the Companies Act, 2013, Company had constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

The company does not have Subsidiaries, Joint Ventures And Associate Companies.

Particulars of Employees

In accordance with the provisions of Section 197 (12) of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

Particulars of Loans, Guarantees or and Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No. 13 and 14 of the Financial Statement).

Disclosure Requirements

- As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditor’s certificate thereon and management discussion and analysis are attached, which form part of this report.

- As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

- Details of the familiarization programme of the independent directors are available on the website of the Company (https://uni-info. co. in/wp-content/uploads/2018/01/Familiarization-Programmes.pdf)

- The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the company’s website at (https://uni-info. co. in/wp-content/uploads/2018/01/Vigil-Mechanism.pdf)

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, And Redressal) Act, 2013

UTSL is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, The policy aims at educating employees on conduct that constitute sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. The Company has also constituted an Internal Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received against the sexual harassment at workplace.

Related Party Transactions

All contracts/arrangements/transactions entered into by the Company during the financial year with the related parties were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large.

All Related Party Transaction are placed before the Audit Committee is obtained on a quarterly/yearly basis for the transactions which are of a foreseen and repetitive nature. The Policy on Related Party Transactions is approved by the Board is available at the web link: (https://uni-info.co.in/wp-content/uploads/2018/01/pdf)

Conservation of Energy, Technology Absorption

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure IV to this Report.

Secretarial Auditor’s Report

The Board has appointed CS Manish Maheswari, Proprietor of M. Maheshwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended March 31,2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Auditors and Audit report

M/s A.P.G & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to fill the casual vacancy occurred after resignation of M/s. NPM & Associates on 25^th January 2018, which was approved by the shareholders at the EGM held on 16^th February 2018.

M/s A.P.G & Associates, Chartered Accountants, having Firm Registration No. 119598W, Indore were appointed as Statutory Auditors of your Company at the Extra Ordinary General Meeting held on 16^th February 2018, for a term of one year. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s A.P.G & Associates who have given their consent as per the provisions of section 139(1) to act as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 13^th AGM to be held in the year 2023, subject to approval of Members in Annual General Meeting.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s A.P.G & Associates. Further, M/s A.P.G & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

The Auditor’s Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors report is marked as Annexure XI with financial statements in this annual report for your kind perusal and information.

Corporate Social Responsibility

As per Section 13 5 of the Companies Act, 2013, a company meeting the applicability threshold of CSR needs spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication for hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, working on health of under privileged sections of the society, environment sustainability, disaster relief and rural development projects etc. as per schedule VII of the Companies Act, 2013. Amount spent during the year Rs. NIL, as applicability of provisions arised on 31^st March 2018.

Foreign Exchange Earnings and Outgo

Activity in foreign currency

(In Rs.)

Risk Management

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

Appreciation

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Kishore Bhuradia

Date: 02.08.2018 DIN:03257728

Place Indore Managing Director