We, Board of Directors of (hereinafter referred to as "your Company"), present the

13^th Annual Report of your Company together with audited financial statements for the financial year ("F.Y.") ended
on March 31, 2024.

1. FINANCIAL PERFORMANCE HIGHLIGHT

Your Company's financial performance during the financial year ended March 31, 2024 as compared to the previous
financial year, is summarized below:

(RuDeesINR Thousands)

Your Company's financial statements for the financial year ended March 31, 2024 have been prepared in accordance
with Indian Accounting Standards ('Ind AS') as prescribed under the provisions of the Companies Act, 2013 read with
rules framed thereunder ("Act") and other accounting principles generally accepted in India. For further details refer
to the financial statements of your Company appended to this report.

The report of the Statutory Auditors on the financials of your Company for the financial year ended March 31, 2024
is self-explanatory and therefore, do not call for any further explanation or comments from the Board.

2. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATES

As on March 31, 2024 your Company has 1 (one) holding company named as AceVector Limited (Formerly known as
'Snapdeal Limited') and there are no subsidiary, joint venture or associate companies.

3. BUSINESS PERFORMANCE

In financial year 2023-24, Your Company successfully navigated a subdued economic environment to grow its
revenue, optimize its operating costs, add more clients, and close the year with a strong cash position that positioned
the company well to continue its journey of growth and profitability.

Despite a general slowdown in the e-commerce industry, we achieved an impressive 15.0% increase in revenue from
contracts with customers, which rose to INR 103.6 crore in FY24 from INR 90.1 crore in FY23. This significant growth
is a testament to the strength of our business model and our success in attracting and retaining over 3500 clients as
we continue to simplify e-commerce for an expanding universe of brands and retailers.

Our profitability for the year grew significantly, highlighting the effectiveness of our initiatives. We achieved an
adjusted EBITDA of INR 18.2 crore in financial year 2023-24, marking a 67.7% increase from the previous year's INR
10.8 crore. This substantial growth reflects our enhanced operational efficiency and successful cost management
strategies. Furthermore, our Restated profit before tax (PBT) surged by 97.3%, reaching INR 17.5 crores in financial
year 2023-24 from the previous INR 8.9 crores in financial year 2022-23, while our Restated profit for the year (PAT)
increased by 102.5% to INR 13.1 crores in financial year 2023-24 from INR 6.5 crores in financial year 2022-23. These
impressive gains in margins and profitability showcase our ability to deliver higher returns, even in a challenging
market environment.

Our cost-saving measures were instrumental in enhancing our financial performance, driving operating leverage and
high gross margins for the company. Our focus on cost-efficiency led to a significant reduction in server hosting
expenses (AWS), which dropped to 5.2% of revenue from contracts with customers in financial year 2023-24 from
6.0% in financial year 2022-23. Similarly, stringent management of SG&A expenses reduced these costs to 15.6% of
revenue from contracts with customers in financial year 2023-24 from 16.7% in financial year 2022-23. In financial
year 2023-24, we also successfully reduced our employee benefit expenses to 62.7% of the revenue from contracts
with customers in financial year 2023-24 compared to 68.9% in financial year 2022-23.

At the close of financial year 2023-24, we have a strong cash position of INR 69.0 crore, ensuring we are well-prepared
to seize growth opportunities, meet any short-term and long-term challenges, and continue our growth trajectory.
With a strategic focus on growth, profitability, and long-term sustainability, we are well-positioned for continued
success. As the market recovers, we are ready to leverage our strong fundamentals, our extensive client base and our
strong industry connect to drive sustained growth and value creation for our stakeholders.

4. CHANGE IN NATURE OF BUSINESS OF YOUR COMPANY

During the financial year under review, there has been no change in the nature of business of your Company.

5. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and the business
plan of your Company, has decided that it would be prudent, not to recommend any Dividend for the year under
review.

6. TRANSFERRED TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under
review.

7. PUBLIC DEPOSITS

During the financial year under review, your Company has not accepted any deposit under section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014. Your Company has not been in default of repayment of
deposit or payment of interest thereon. There are no unclaimed or unpaid deposits. Your company has been
compliant with the requirements of the Act.

8. CAPITAL STRUCTURE

Authorised Share Capital: The authorised share capital of your Company as on March 31, 2024 is INR 15,24,44,000
(Indian rupees fifteen crore twenty four lakh forty four thousand only) consisting 15,00,00,000 (fifteen crores) equity
shares of face value of INR 1 each and 11,350 (eleven thousand three hundred fifty) compulsorily convertible Series
A preference shares of face value of INR 100 each; 13,090 (thirteen thousand ninety) compulsorily convertible Series
B preference shares of face value of INR 100 each.

Issued, Subscribed and Paid-up Share Capital: The issued, subscribed and paid up share capital of your Company as
on March 31, 2024 is INR 6,05,47,380 (Indian Rupees six crores five lakh forty seven thousand three hundred and
eighty only), divided into 5,88,87,680 equity shares of INR 1 each and 11,350 compulsorily convertible 'Series A'
preference shares of INR 100 each; 5247 compulsorily convertible 'Series B' preference shares of INR 100 each.

Your Company has not issued any shares with differential rights and hence no information as per provisions of Section
43(a) (ii) of the Act read with Rule4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished herein
this report.

Employee Stock Option Scheme/Plan ('ESOS'/'ESOP'): During the financial year under review, your Company has
modified the Employee Stock Option Scheme 2019 ('ESOS') in the Extra Ordinary General Meeting held on October
28, 2023 and January 05, 2024. The details of ESOP as required to be disclosed pursuant to Rule 12 (9) of the
Companies (Share Capital and Debenture) Rules, 2014 are mentioned in Annexure -1 which forms the part of this
report.

9. ANNUAL RETURN

In accordance with provisions of section 92(3) and 134(3)(a) of Companies Act, 2013 and the rules made thereunder
the Annual Return of your Company is available at https://unicommerce.com/investor-relations/

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, your company had an ongoing arrangement of providing a loan facility of INR 40 crores
to its holding company, AceVector Limited (Formerly known as 'Snapdeal Limited'). The board of directors and the
members in their meetings held on September 22, 2022 had approved the said secured loan on such terms and
conditions as set out in the loan facility agreement, executed between your Company and AceVector Limited. The
Loan amount of INR 40 crores was availed by AceVector Limited from time to time. Further, the Company in its Board
Meeting and Annual General Meeting held on October 09, 2023 had approved another loan facility of INR 15 crores
to AceVector Limited. AceVector Limited has repaid all the loan availed during the period under review and as on
March 31,2024, there was no loan outstanding under the said loan facility arrangement.

No investments have been made by your Company during the year under review in accordance to the provisions of
Section 186 of the Companies Act 2013.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013,
in the prescribed Form AOC-2, is appended as Annexure - 2 to this Report.

S.R. Batliboi & Associates, LLP were appointed as the Statutory Auditors of your Company for the period of five (5)
consecutive years to hold office from the conclusion of the 9th Annual General Meeting ("AGM") to the conclusion of
the 14th AGM of your Company.

The Auditors' have given modified opinion on the audited financial statements of your Company for the financial year
ended March 31,2024, which forms part of this report. The Statutory Auditors have given no qualification, reservation
or adverse remark or disclaimer in its report except the comment/observation as furnished below:

Comment/observation: Based on examination which included test checks the Company has used accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that
as explained in note 41 of the Financial Statement of the Company:

• Audit trail for one accounting software was not enabled during the period April 01,2023 to April 16,2023. From
the date of enablement, the audit trail feature of the said software operated throughout the period for all
relevant transactions recorded in the software. Further, during the course of our audit we did not come across
any instance of audit trail feature being tampered with where the audit trail feature has been enabled.

• In respect of another accounting software, it has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the software except that audit trail
for one software was not enabled at the database level to log any direct changes to the database for all system
inputs. Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with.

• The independent auditors service organization controls 1 type 2 report does not cover the assessment of audit
trail of an accounting software maintained by a third party. Accordingly, we are unable to comment on whether
audit trail feature of such third party accounting software was enabled and operated throughout the year for all
relevant transactions recorded in the software or whether there were any instances of the audit trail feature
being tampered with.

Apart from the above stated comments/observations there are no other qualification, reservation or adverse remark
or disclaimer given by the Statutory Auditors of the Company. The report of the auditors for the financial year ended
March 31,2024 is self-explanatory and therefore, do not call for any further explanation or comments from the Board.

During the year under review, the Auditors' has not reported any fraud under Section 143(12) of the Act and therefore
no details are required to be disclosed under Section 134 (3) of the Act.

13.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo,
as per Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 are given below:

Conservation of Energy: Your Company being a service provider requires minimal energy consumption and every
effort has been made to ensure the optimal use of energy, avoid waste and conserve energy as far as possible. No
additional proposals/investments were made to conserve energy. Since your Company has not carried on industrial
activities disclosure regarding impact of measures on cost of production of goods total energy consumption etc. is
not applicable.

Technology Absorption, Adaptation and Innovation: Your Company has not imported technical know-how. Your
Company has not established any separate R&D facilities.

Foreign Exchange Earnings/ Outgo: During the period under review, the Foreign Exchange Earnings and Outgo of
your Company are as follows:

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, in anticipation of listing its shares in Indian stock exchange(s), the Company
has appointed very experienced members on the Board as Independent Directors and formed committees for
overseeing the management of the Company as required by a public listed company under applicable listing
regulations. The Board comprises of 7 (Seven) directors including 1 (one) women director and one-third of the Board
is constituted of Independent Directors of high stature and reputation and who have relevant experience.

Appointment of Directors: During the year under review, the Company has appointed the following directors on the
Board of the Company, in accordance with the provisions of the Act:

• Mr. Kunal Bahl and Mr. Rohit Kumar Bansal were appointed as Non-Executive Directors (Nominee of
AceVector Limited i.e. Holding Company) of the Company with effect from December 06, 2023;

• Mr. Manoj Kumar Kohli, Ms. Sairee Chahal and Mr. Kasaragod UHas Kamath were appointed as Non-Executive
Independent Directors of the Company with effect from December 06, 2023.

• Mr. Manoj Kumar Kohli was also appointed the Non-Executive Chairperson (Regular) of the Board of Directors
of the Company with effect from December 19, 2023.

• Designation of Mr. Kapil Makhija was changed from Whole Time Director to Managing Director and Chief
Executive Officer of the Company with effect from December 19, 2023.

In accordance with the Companies Act, 2013 and as noted by the Board of directors of the Company on December
19,2023 and with reference to Articles of Association of the Company, Mr. Bharat Venishetti (DIN: 08317416) retires
by rotation and offer himself for re-election, which the Directors consider to be in the best interests of the Company
and therefore recommend for the approval of the shareholders.

Key Managerial Personnel: During the year under review, Mr. Ajinkya Jain was appointed as the Company Secretary
of the Company in the Board Meeting held on December 06, 2023 and Mr. Monish Pal was appointed as the
Compliance Officer of the Company in the Board Meeting held on January 03, 2024.

Senior Management Personnel: in anticipation of listing its shares in Indian stock exchange(s), the Company has
designated the following members as the Senior Management Personnel of the Company, as required by a public
listed company pursuant to Regulation 16(l)(d) and all other applicable provisions, if any, of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Issue of Capital & Disclosure requirements)
Regulations, 2018:

• Mr. Bhupinder Garg, Chief Technology Officer;

• Mr. Sanjeeb Kumar Padhee, Senior Director-Sales;

• Mr. Prateek Mahajan, Director-Operations;

• Mr. Ajinkya Jain, Company Secretary;

• Mr. Anurag Mittal, Chief Financial Officer.

Further after the closure of financial year Mr. Sanjeeb Kumar Padhee, Senior Director-Sales has resigned from the
Company.

15. MEETINGS OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND SHAREHOLDERS

A. Meeting of Board of Directors: During the financial year under review the Board met 11 (eleven) times. The
maximum interval between any two meetings did not exceed 120 days. Additional Board Meetings are convened
depending upon the needs and business to be transacted. Notice and Agenda for the Board Meetings are to be
circulated in advance to enable the Directors to understand the business to be transacted at the Meeting. Details of
the meetings of the Board along with the attendance of the Directors are given below:

B. Meeting of the Shareholders/Members: During the financial year under review your Company has convened its
12th Annual General Meeting of the shareholders of your Company for financial year 2022-23 on October 09, 2023
and your Company has also convened 7 (seven) Extra Ordinary General Meetings i.e. on October 07, 2023, October
27, 2023, October 28, 2023, December 06, 2023, December 19, 2023, January 04, 2024 and January 05, 2024 of the
Shareholders of your Company in compliance with provisions of Companies Act, 2013 and the rules made thereunder.

C. Meetings of the Committees of the Board:

Corporate Social Responsibility: The Corporate Social Responsibility ("CSR") committee of your Company is duly
constituted in accordance with the provisions of the Act the details pertaining to the composition, meeting, budget,
expenditure and CSR activities, projects in which the allocated amount spend during the financial year under review
are given below:

• Composition of the Committee: Mr. Kapil Makhija and Mr. Bharat Venishetti.

During the year the Committee was duly reconstituted and the current composition of the committee: Ms. Sairee
Chahal (Chairperson), Mr. Kapil Makhija, and Mr. Rohit Kumar Bansal.

• Meetings of the Committee: During the financial year under review your Company has convened 2 (two)
Corporate Social Responsibility committee meeting on August 08, 2023 and March 20, 2024, in compliance with
provisions of Companies Act, 2013 and the rules made thereunder.

• CSR Budget and Expenditure: During the financial year under review your Company has allocated the budget of
INR 14,22,500/- (Indian Rupees Fourteen Lakhs Twenty Two Thousand and Five Hundred only) out of which your
Company had utilized and spent the allocated budget i.e. INR 14,22,500 (Indian Rupees Fourteen Lakhs Twenty
Two Thousand and Five Hundred only).

• CSR Projects: During the financial year under review your Company had spent the allocated budget in the following
Project:

On INR)

An annual report on the CSR activities in prescribed format has been attached as Annexure - 3 to this Report.

Policy on Prevention of Sexual Harassment of Women at Work Place: Your Company had adopted a Policy on
Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) and take all
initiatives in relation to matters connected therewith or incidental thereto covering all aspects as contained in Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints
Committee (hereinafter referred to as the ICC) has been constituted for timely and impartial resolution to complaints
of sexual harassment. During the year presiding officer of the committee has been changed the details pertaining to
the composition are given below. Subsequently it was reconstituted on July 02, 2024.

Composition of the Committee: (1) Yamini Tyagi, Presiding Officer (Chairperson), (2) Deepika Yadav, Member (3)
Niomi Singh, Member (4) Vivek Kumar, Member (5) Jayaprada, Member (External Member NGO Third Party Partner).

Reconstituted composition of the Committee: (1) Yamini Tyagi, Presiding Office (Chairperson), (2) Deepika Yadav,
Member (3) Niomi Singh, Member (4) Karanveer Tandon (effective from 1st July 2024), Member (5) Jayaprada,
Member (External Member NGO Third Party Partner).

• Disclosure under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013:

Dptaik of rnmnlaint«: rprpivprl and rpsnlvprl rlnrinp thp vpar unrlpr rpvipw hv thp ICC is eivpn hplnw:

Audit Committee: The Audit committee of your Company was duly constituted on December 06, 2023 in accordance
with the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details pertaining to the composition and meetings during the financial year
under review are given below:

• Composition of the Committee: Mr. Kasaragod Ullas Kamath (Chairperson), Mr. Kapil Makhija and Ms. Sairee
Chahal.

• Meetings of the Committee: During the financial year under review your Company has convened 2 (two) Audit
committee meetings on December 19, 2023 and January 04, 2024, in compliance with provisions of Companies
Act, 2013 and the rules made thereunder.

Nomination and Remuneration Committee: The Nomination and Remuneration committee of your Company was
constituted on December 06, 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition
and meeting during the financial year under review are given below:

• Composition of the Committee: Ms. Sairee Chahal (Chairperson), Mr. Kasaragod Ullas Kamath and Mr. Kunal Bahl.

• Meetings of the Committee: During the financial year under review your Company has convened 2 (two)
Nomination and Remuneration committee meeting on December 19, 2023 and January 05, 2024, in compliance
with provisions of Companies Act, 2013 and the rules made thereunder.

Stakeholders Relationship Committee: The Stakeholders Relationship committee of your Company was constituted
on December 06, 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.The details pertaining to the composition of the
committee during the financial year under review is given below:

• Composition of the Committee: Ms. Sairee Chahal (Chairperson), Mr. Kapil Makhija, and Mr. Kunal Bahl.

• Meetings of the Committee: During the financial year under review no meetings were held.

Risk Management Committee: The Risk Management committee of your Company was duly constituted on
December 06, 2023 in accordance with the provisions of the Act and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition are given
below:

• Composition of the Committee: Mr. Kasaragod Ullas Kamath (Chairperson), Mr. Kapil Makhija and Mr. Rohit
Kumar Bansal.

• Meetings of the Committee: During the financial year under review no meetings were held.

IPO Committee: The Company in its Board Meeting held on January 04, 2024 has also constituted a committee of the
Board named the "IPO Committee" for the purpose of giving effect to the offer and listing the Equity Shares on one
or more of the stock exchanges. The details pertaining to the composition of the committee during the financial year
under review is given below:

• Composition of the Committee: Mr. Kunal Bahl, Mr. Manoj Kumar Kohli, Mr. Kasaragod Ullas Kamath, Mr. Kapil
Makhija, Mr. Rohit Kothari - Board Observer and Mr. Varun Khurana - Board Observer.

• Meetings of the Committee: During the financial year under review no meetings were held.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013, and save as otherwise mentioned elsewhere
in this Report, the Directors, to the best of their knowledge and belief, confirm that:

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

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 your Company
at the end of the financial year i.e. March 31, 2024 and profit and loss of your Company for that period

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

d) the Directors have prepared the annual accounts of your Company on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

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

The disclosure is not applicable and not furnished herein.

18. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, your Company was not required to make any applications and no proceedings were
initiated or were pending under the Insolvency and Bankruptcy Code, 2016.

19. INDEPENDENT DIRECTORS

Ms. Sairee Chahal, Mr. Kasaragod Ullas Kamath and Mr. Manoj Kumar Kohli are independent directors on the Board.

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed thereunder and they continue to
comply with the Code of Conduct laid down under Schedule IV of the Act.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with
rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name
in the independent director's databank of the Indian Institute of Corporate Affairs.

20.SECRETARIAL AUDITORS AND AUDITORS' REPORT

M/s Naresh Verma & Associates, Company Secretaries, (FCS:5403) was appointed as Secretarial Auditor of the
Company for the financial year under review as per provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to undertake the Secretarial Audit
of the Company for the financial year 2023-24. The Report of the Secretarial Auditor has been attached as
Annexure - 4 to this Report. The report of the Secretarial Auditor for the financial year ended March 31, 2024 is self-
explanatory and therefore, do not call for any further explanation or comments from the Board.

21.INITIAL PUBLIC OFFER (IPO)

During the year the Company had initiated the process of initial public offering ("IPO") of upto 2,98,40,486 equity
shares of face value of INR1 each which comprises of an offer for sale of Equity Shares by certain existing shareholders
and listing of the Equity Shares on one or more of the recognized stock exchanges.

The Company has filed the draft red herring prospectus ('DRHP') with the Securities and Exchange Board of India
('SEBI') on January 05, 2024. The Company received the final observation from SEBI on June 28,2024 and In principle
approval from BSE and NSE on June 26, 2024.

• The Company has converted from 'Private Limited Company' to 'Public Limited Company', pursuant to a special
resolution passed in the extraordinary general meeting of the shareholders of the Company held on December 19,
2023 and consequently the name of the Company has changed to 'Unicommerce eSolutions Limited' pursuant to
a fresh certificate of incorporation by the Registrar of Companies on December 26, 2023.

• During the year under review, the Memorandum of Association of your Company has been altered in the Extra
Ordinary General Meeting held on October 27,2023 to give effect to the sub division of face value of equity shares
and on December 19, 2023, to give effect of conversion from private limited to public limited and insertion of a
new clause to its main objects.

• During the year under review, the Articles of Association of your Company has been altered in the Extra Ordinary
General Meeting held on October 27, 2023, December 19, 2023 and January 04, 2024, to give effect to the sub
division of face value of equity shares, conversion from private limited to public limited and to align the Articles
with the amended and restated Shareholders Agreement respectively.

• During the year under review, the board has approved that the books of accounts of the Company be kept and
maintained at the Corporate Office of the Company situated at 'Landmark House, Plot No 65, 6^th and 7^th Floor,
Sector 44, Gurugram Haryana 122003' in the Board Meeting held on January 03, 2024.

• During the year under review, the Company has sub-divided the face value of Equity Shares of the Company from
face value of INR 10 to INR 1.

• During the year under review, the Company has allotted 6 equity shares on account of exercise of ESOP's and
15,300 Bonus equity shares to the employees of the Company on October 28,2023 and Company has also allotted
1,870 equity shares on account of exercise of ESOP's and 4,76,850 Bonus equity shares to the employees of the
Company on March 15, 2024.

• During the year under review, the Company has allotted 5,81,80,800 bonus equity shares to the shareholders of
the Company in ratio 1:255 as on record date (i.e. November 01, 2023).

• Your Company has made an application on September 18, 2023 to the Registrar of Companies, Delhi & Haryana
for the extension of time for holding the Annual General Meeting for the financial year ended March 31, 2023.

• after the end of financial year, the Company as allotted 40 equity shares on account of exercise of ESOP and 10,200
Bonus equity shares to the employee of the Company on June 08, 2024.

• During the financial year 2023-2024, Your Company has complied with the Secretarial Standards i.e. SS-1 and SS-
2 issued by the Institute of Company Secretaries of India (ICSI) on meetings of Board of Directors and General
Meetings respectively.

• Except as disclosed in the report, no material changes and commitments occurred between the end of financial
year 2023-24 and the date of this report which may affect the financial position of your Company.

• No significant and material order has been passed by the regulator/court/tribunal which may impact the going
concern and company's operations in future.

• Your Company has laid down adequate internal financial controls over financial reporting to be followed by your
Company and such internal financial controls were operating effectively.

• Your Company has a robust, enterprise risk management process to identify, assess, monitor and mitigate key
financial, operational, business & compliance risks. There is an established risk philosophy that guides risk taking
within your Company & the risk management activities are supervised by the Chief Financial Officer.

• Maintenance of Cost records and audit thereto as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013 is not applicable to your Company.

23. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers, vendors and members during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed services by your
Company's executives, staff and workers.

By the order of the Board

For Unicommerce eSolutions Limited

t—• (§L MYeu4-

Kapil Makhija Bharat Venishetti

Managing Director & CEO Director

DIN-07916109 DIN-08317416

Address: H. No. - 260 Sector - 9 Faridabad Address: E-203, Antariksh Apts, Plot No. 26 Sector
121006 Haryana 4, Dwarka Delhi 110075

Date: July 11,2024
Place: Gurugram