We, Board of Directors of Unicommerce eSolutions Limited (hereinafter referred to as “your Company/Company”),
present the 14^th Annual Report of your Company together with audited financial statements for the financial year
(“F.Y.”) ended on March 31, 2025. This being the first report following the Initial Public Offering (IPO) and listing on the
Stock Exchanges, the Board extends a warm welcome to all our public shareholders and look forward to your ongoing
trust and support.

1. FINANCIAL PERFORMANCE - An Overview

Your Company’s financial performance during the financial year ended March 31, 2025 as compared to the
previous financial year, is summarized below:

Your Company has prepared consolidated financial
statements w.e.f December 17, 2024 for the first time
for the year ended March 31, 2025. As a result, the
figures for the financial year ended March 31, 2025
are not directly comparable.

The financial statements of your Company for the
fiscal year ended March 31, 2025, have been prepared
in accordance with Indian Accounting Standards
(“Ind AS”), as prescribed under the Companies Act,
2013 read with the rules framed thereunder (“Act”),
along with other accounting principles generally
accepted in India. Detailed disclosures are provided
in the financial statements appended to this report.

The fiscal year 2024-25 was a landmark period in
your Company’s journey. Anchored by our mission
to simplify e-commerce, we advanced meaningfully
across all strategic priorities from expanding our
product portfolio and onboarding leading brands

to driving AI-led efficiencies and improving our
profitability. The year was further distinguished by a
successful IPO, a strategic acquisition, and sustained
profitable growth, marking important milestones
in strengthening our position in the e-commerce
enablement space.

The broader e-commerce market witnessed
relatively subdued growth during the year. In this
environment, your Company remained focused
on levers within our control, including adding
new clients, enhancing our product offerings,
optimising our platforms and operations through
AI and maintaining disciplined cost management
practices. These efforts not only support our
performance in the near term but also reinforce
our position. We believe that the long-term growth
prospects of the e-commerce industry remain
intact and will continue to open meaningful
opportunities for us.

During the year, your Company delivered a revenue
growth of 30.1% year-on-year, reaching H1,347.90
million compared to H1,035.81 million in the previous
year. This performance reflects the strength of our
diversified base of more than 7,000 clients as of
March 31, 2025, supported by a strong and scalable
business model.

Profitability improved sharply, with adjusted EBITDA
rising 56.3% to H283.90 million, profit before tax
increasing by 37.9% to H241.09 million, and profit
after tax growing by 34.3% to H176.21 million. These
results were enabled by consistent improvements
in operational efficiency and disciplined cost
management practices.

A key highlight of the year was the acquisition
of Shipway Technology Private Limited, adding
capabilities in shipping aggregation, logistics
automation and marketing automation through the
Shipway and Convertway platforms. Together with
Uniware, this positions us as a comprehensive SaaS
provider across the e-commerce value chain, further
aligning with our long-term vision of becoming the
one-stop platform for e-commerce automation.
Despite the significant investment as a part of the
acquisition, we closed the year with a robust cash
balance of H353.05 million, providing financial
strength and flexibility for future opportunities.

With strong fundamentals, a large and growing
client base, and a growing portfolio of e-commerce
automation SaaS solutions, your Company remains
well-positioned to capture growth opportunities,
reinforce profitability, and create enduring value
for stakeholders. Looking ahead, we will continue
to combine disciplined execution with innovation-
led initiatives, ensuring that our business is future-
ready and resilient.

2. INITIAL PUBLIC OFFERING AND LISTING

The financial year 2024-25 was a landmark period
for your Company, marked by the successful
completion of its IPO and subsequent listing on the
BSE Limited and National Stock Exchange of India
Limited on August 13, 2024.

The issue received an overwhelming response
across all investors. The strong demand across all
investor categories, including Qualified Institutional
Buyers (QIBs), Non-Institutional Investors (NIIs),
and Retail Individual Investors (RIIs), reflects the
market’s confidence in our business model, growth
prospects, governance, Board of Directors, Auditors
and management team. The successful completion
of the IPO marks a significant milestone in the
Company’s growth journey.

The Board places on record its sincere appreciation
for the support and trust reposed by investors, and
acknowledges the dedicated efforts of the entire
team, lead managers, legal advisors, registrars, and
all other stakeholders involved in the IPO process.

3. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to the provisions of Regulation 34 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, a Management Discussion
and Analysis Report is attached as Annexure - I
which includes details on review of operations,
performance and future outlook of the Company,
forming an integral part of this report.

4. MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

There are no material changes and commitments
affecting the financial position of the Company
occurred between the end of the financial year to
which these financial statements relate and the
date of this report except for the following:-

a) Your Company acquired 42.76% of the Share
Capital of Shipway Technology Private Limited
(Shipway), on a fully diluted basis (47.51% on
an issued basis) vide Amended and Restated
Shareholder(s)’ Agreement on December
17, 2024. The Company had to acquire the
remaining stake in Shipway for a non cash
consideration basis either by way of a merger
or a share swap. Pursuant to Board meeting
dated March 20, 2025, the Board of Directors
approved the acquisition of the remaining
stake of 57.24% (on fully diluted basis) in
Shipway through a share swap arrangement.
The shareholders, vide a special resolution
passed through postal Ballot on April 19, 2025,
have in-principle approved the allotment of
6,033,189 equity shares of the Company for
the purpose of acquisition of remaining stake
of 57.24% (on fully diluted basis) shareholding
of Shipway. The Company obtained the in¬
principle approvals from the stock exchanges
on July 17, 2025 and the Company completed
the 100% acquisition of Shipway on August 7,
2025 and allotted the shares of the Company
on August 7, 2025.

b) Your Company, vide Shareholder’s resolution
dated December 11, 2024, approved the proposal
for entitlement of nomination/appointment of
majority of Directors on its Board by the Promoter
Company - AceVector Limited; entitlement to
nominate one non-executive nominee on its
Board by B2 Capital Partners, until it has the
Minimum Shareholding i.e. the shareholding of
not less than 8% (Eight percent) of the Equity
Share Capital of your Company ; and entitlement
to nominate one non-executive nominee on its
Board by SB Investment Holdings (uk) Limited,
until it has the Minimum Shareholding i.e. the
shareholding of not less than 8% (Eight percent)
of the Equity Share Capital of your Company.
Furthermore, AceVector Limited shall subject
to oversight of the Board and the Shareholders
as required under Applicable Law, exercise
control over the day to day management and
operations of your Company and its right to
control the management and policy decisions.

The Policy on Determination of Materiality as
approved by the Board is available on the
Company’s website and can be accessed at https://
unicommerce.com/investor-relations/.

5. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of
the business of the Company during the
year under review.

6. DIVIDEND

In order to conserve profits of the current year for the
growth initiatives that your Company is pursuing,
including ploughing back of profits, prospective
Mergers and Acquisitions, expansion of our client
base, enhancement of our platform, creating new
products and driving growth in international markets,
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

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time,
the Company has adopted the Dividend Distribution

Policy of the Company. The said policy is published
on the website of the Company and can be accessed
at https://infowordpress.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2024/09/16131614/
Policy-Dividend-Distribution.pdf

7. TRANSFER TO RESERVES

Keeping in line with the Company’s strategy to retain
internal accruals for funding growth opportunities,
meeting working capital needs, and addressing
potential contingencies, the Board has not proposed
any transfer of profits to the General Reserve for
the year. The entire surplus of profit for the year is
carried forward to the Statement of Profit and Loss
under “Reserves and Surplus”.

8. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

During the financial year 2024-25, the Company
was not required to transfer any fund to the Investor
Education and Protection Fund.

9. CAPITAL STRUCTURE

Authorised Share Capital: The Authorised Share
Capital of your Company as on March 31, 2025 is
H15,24,44,000 (Indian Rupees Fifteen Crore Twenty
Four Lakh Forty Four Thousand only) consisting of
15,00,00,000 (Fifteen Crores) equity shares of face
value of H1 each and 11,350 (Eleven Thousand Three
Hundred Fifty) compulsorily convertible Series
A preference shares of face value of H100 each;
13,090 (Thirteen Thousand and Ninety) compulsorily
convertible Series B preference shares of face
value of H100 each.

Issued, Subscribed and Paid-up Share Capital: The

Issued, Subscribed and Paid-Up Share Capital of
your Company as on March 31, 2025 is H10,32,63,232
(Indian Rupees Ten Crores Thirty-Two Lakh Sixty-
Three Thousand Two Hundred and Thirty-Two only),
divided into 10,32,63,232 equity shares of H1 each.

Listing of Equity Shares on the Stock Exchanges:

During the F.Y. 2024-25 , your Company listed its
Equity Shares on The BSE Limited and National
Stock Exchange of India Limited with effect from
August 13, 2024.

Shares with Differential Voting Rights: 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 Rule 4 (4)
of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished here in this report.

10. STATUTORY AUDITORS

M/s S.R. Batliboi & Associates LLP, Chartered
Accountants were appointed as the Statutory
Auditors of your Company for the period of 5 (five)
consecutive years to hold office from the conclusion
of the 9^th Annual General Meeting ("AGM”) to the
conclusion of the 14^th AGM of your Company on a
remuneration to be mutually agreed by the Board of
Directors and the Statutory Auditors.

M/s S.R. Batliboi & Associates LLP, Chartered
Accountants have issued the Financial Statements
and Audit Report for the financial year 2024-25
without any qualifications, reservations or adverse
remarks or disclaimer in its report. The report 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.

The Report of the Statutory Auditors along with its
Annexures forms a part of this Annual Report. The
Auditors’ Report to the Members for the year under
review was issued with an unmodified opinion.

M/s S.R. Batliboi & Associates LLP, Chartered Accountants
have served as the Statutory Auditors of the Company
for a continuous 2 (two) terms of 5 (five) years each
and the tenure of the appointment ends as on the
conclusion of 14^th (Fourteenth) Annual General Meeting
of the Company. Therefore, in accordance with Section
139(2) of the Act read with rules made thereunder, M/s
S.R. Batliboi & Associates LLP, cannot be re-appointed
as Statutory Auditors of the Company for a further
term. The Board of Directors places on record its deep
appreciation for the professional services, guidance,
and support provided by M/s S.R. Batliboi & Associates
LLP, during their association with the Company.

Accordingly, as per the recommendations of the
Audit Committee and the Board of Directors at the
meetings held on 12^th August, 2025 and 28^th August,
2025 respectively, M/s Price Waterhouse Chartered
Accountants LLP, Chartered Accountants (ICAI
Firm registration no. 012754N/ N500016), having its
registered office at Sucheta Bhawan, 11A Vishnu
Digambar Marg, New Delhi - 110 001, India, is proposed
to be appointed as Statutory Auditors of the

Company, for a period of 5 (five) years, commencing
from the conclusion of 14^th (Fourteenth) Annual
General meeting till the conclusion of 19^th (Nineteenth)
Annual General meeting of the Company. M/s
Price Waterhouse Chartered Accountants LLP,
Chartered Accountants, have consented to the said
appointment and confirmed that their appointment,
if made, would be within the limits specified under. The
Board is confident that the appointment of M/s Price
Waterhouse Chartered Accountants LLP will further
enhance the Company’s audit and governance
framework and ensure the continuation of high
standards of financial reporting and compliance.

H. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of Directors of your Company currently
comprises of 6 (six) Non-Executive Directors
[including 3 (three) Independent Directors] and 1
(one) Executive Director (Managing Director and
Chief Executive Officer), the details of the Board of
Directors are given as under:-

Mr. Kapil Makhija was appointed as the Managing
Director and Chief Executive Officer of the Company
pursuant to Board and Shareholder’s resolution,
each dated December 19, 2023. However, during the
year under review, he was further re-appointed as
the Managing Director and Chief Executive Officer
of the Company with effect from September 11, 2024
for a period of 5 (five) years upto September 10,
2029 at the Extraordinary General Meeting held on
30^th June, 2024.

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-appointment, which the Directors consider
to be in the best interests of the Company and
therefore recommend for the approval of the
shareholders at the ensuing Annual General Meeting
of the Company.

None of the directors resigned from the Board of
Directors of the Company during the F.Y. 2024-25.

In terms of Regulation 25(8) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), the Independent Directors
have confirmed that they are not aware of any
circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external
influence. Based upon the declarations received
from the independent Directors and representation
from the management of the Company, the Board of
Directors has confirmed that each of the Independent
Directors meet the criteria of Independence as
mentioned under Section 149(6) of the Act and
Regulation 16 (1)(b) of SEBI Listing Regulations and
that they are Independent of the Management. In the
opinion of the Board, there has been no change in the
circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied
of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent
Directors on the Board. Further, in terms of Section 150
read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014, as amended,
the Independent Directors of the Company
have registered their names in the data bank of
Independent Directors maintained with the Indian
Institute of Corporate Affairs.

During the year under review, none of the
Independent Directors of the Company has had
any pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of
attending meetings of the Board/Committees of the
Company. Further, none of the Nominee Directors of
the Company has had any pecuniary relationship or
transactions with the Company.

The terms and conditions of appointment of
Independent Directors are placed on the website
of the Company at https://unicommerce.com/
investor-relations/

Key Managerial Personnel and Senior
Management Personnel

During the year under review, following changes
took place :-

Mr. Ajinkya Jain (ACS - 33261) had resigned from the
post of Company Secretary and Key Managerial

Personnel of the Company from the close of business
hours on 6^th December, 2024.

Based on the recommendation of Nomination and
Remuneration Committee and Audit Committee,
the Board of Directors of the Company approved the
appointment of Mr. Anil Kumar (FCS - 8023), Group
Company Secretary of AceVector Limited - Holding
Company, as the Company Secretary and Key
Managerial Personnel of the Company with effect
from February 28, 2025.

The Company has complied with the provisions
of Regulation 16(1)(d) read with Regulation 30 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 in
respect of appointment and resignation of Senior
Management Personnel of the Company to the
Stock Exchanges.

The Policy on Remuneration, Insider Trading,
Familiarization Programme For Independent
Directors and Diversity of Board of Directors
as approved by the Board is available on the
Company’s website and can be accessed at https://
unicommerce.com/investor-relations/

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

There were no significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status of the Company.

13. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 regarding
the submission of Business Responsibility and
Sustainability Report is not applicable to the
Company and hence the same is not attached
with this report.

14. CORPORATE SOCIAL RESPONSIBILITY POLICY

In terms of the provisions of Section 135 of the
Act, read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 and the Companies
(Corporate Social Responsibility Policy) Amendment
Rules, 2021, the Board of Directors of your Company
has constituted a Corporate Social Responsibility

(‘CSR’) Committee. The composition and terms
of reference of the CSR Committee is provided in
the Report on Corporate Governance, which forms
an integral part of this Annual Report. The CSR
activities required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out as
Annexure - II forming part of this report.

CSR Policy of the Company has also been uploaded
on the Company’s website and may be accessed
at https://infowordpress.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2024/09/16131222/
Policy-Corporate-Social-Responsibility-CSR.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

During the year under review, your Company
invested an amount of H68,40,85,710 (Indian rupees
sixty eight crore forty lakh eighty five thousand
seven hundred and ten only) for acquisition of
42.76% stake on a fully diluted basis (47.51% on an
issued basis) of Shipway Technology Private Limited
(‘Shipway’) on November 11, 2024. Subsequently,
your Company acquired the remaining stake of
57.24% (on fully diluted basis) by way of share swap
transaction wherein the Board allotted 60,33,189
equity shares to the shareholders of Shipway
pursuant to necessary Board, Shareholders and
Stock Exchange’s approvals.

The Company has neither advanced any loans
nor given guarantees in terms of provisions of
Section 186 of the Companies Act, 2013 during the
year under review.

16. RELATED PARTY TRANSACTIONS

During the year under review, related party
transactions entered into by the Company with
related parties as defined under the Act and
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 were reviewed / approved by
the Audit Committee and were entered into in
the ordinary course of business and on an arm’s
length basis. There were no materially significant
transactions entered into with the related parties
that may have potential conflict with the interests of
the Company at large. Further, all the Related Party
Transactions (‘RPTs’) are placed before the Audit
Committee for the review and approval and prior
Omnibus Approval was obtained for Related Party
Transactions (‘RPT’) which were repetitive in nature.

All transactions with related parties are in
accordance with the policy on related party
transactions formulated by the Company. Form No.
AOC-2, prescribed under the provisions of Section
134(3)(h) of the Act and Rule 8 of the Companies
(Accounts) Rules, 2014, for disclosure of details of
related party transactions, which are “not at arm’s
length basis” and also which are “material and at
arm’s length basis”, is provided as Annexure - III to
this Report. The Statutory Auditor’s Report does not
indicate any exceptions in respect of compliances
in relation to the RPTs during the F.Y. 2024-25.
During the F.Y. 2024-25, the Company amended
the Policy on Dealing with Related Parties in view of
the amendments issued by SEBI and to simplify the
process of transaction approval sought from the
Audit Committee.

The Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions
as approved by the Board is available on the
Company’s website and can be accessed at https://
infowordpress.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2024/09/16132125/Policy-
Materiality-of-Related-Party-Transactions-and-
Dealing-with-Related-Party-Transactions-RPTs.pdf

17. SECRETARIAL AUDITORS AND AUDITORS’
REPORT

In accordance with the provisions of Section 204
of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, M/s Naresh Verma & Associates,
Company Secretaries, (FCS:5403) was appointed as
Secretarial Auditor of the Company to undertake the
Secretarial Audit for the F.Y. 2024-25. The Report of
the Secretarial Auditor is attached as Annexure - IV
to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse
remark. The report of the Secretarial Auditor for
the financial year ended March 31, 2025 is self¬
explanatory and therefore, do not call for any further
explanation or comments from the Board.

Further, CS Naresh Verma (FCS 5403 and CP No. 4424),
sole proprietor of M/s Naresh Verma & Associates
(Peer Review Certificate no. 3266/2023) based on the
recommendation of the Audit Committee and the
Board, are to be appointed as the Secretarial Auditor
for a term of five consecutive years, commencing
from F.Y. 2025-26 to F.Y. 2029-30 subject to the
approval of the shareholders in the forthcoming
Annual General Meeting. They have confirmed that
their appointment complies with the eligibility criteria
in terms of SEBI Listing Regulations. The resolution

seeking members’ approval for their appointment
forms part of the Notice convening the ensuing AGM.

18. INTERNAL AUDITORS AND ADEQUACY OF
INTERNAL CONTROL SYSTEMS

The Company maintains adequate internal control
systems, policies and procedures for ensuring
orderly and efficient conduct of the business,
including adherence to the Company’s policies,
safeguard of its assets, prevention and detection
of frauds and errors, accuracy and completeness
of the accounting records and timely preparation
of reliable financial disclosures in all areas of its
operations. The services of internal and external
auditors including but not limited to secretarial
auditors, statutory auditors etc., are sought from
time to time as well as in-house expertise and
resources. The Company believes that it has sound
internal control systems commensurate with the
nature and size of its business. The Company
continuously upgrades these systems in line with
best-in-class practices.

These reports and deviations are regularly
discussed with the Management and actions are
taken, whenever necessary. The Audit Committee of
the Board of Directors of the Company, periodically
reviews the adequacy of the internal control systems.

Pursuant to the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014,
BDO India LLP bearing LLP registration no. AAB-7880,
were appointed as Internal Auditors to undertake
internal audit of the Company for F.Y. 2024-25.

The Internal Audit Report does not contain any
qualification, reservation, or adverse remarks.

19. REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance of the Company
for the year under review, is attached as
Annexure - V forming an integral part of this report.
Certificate from CS Naresh Verma (FCS 5403 and
CP No. 4424), sole proprietor of M/s Naresh Verma &
Associates (Peer Review Certificate no. 3266/2023),
a Practicing Company Secretary regarding the
compliance with the conditions of the Corporate
Governance as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”),
is annexed to the Report on Corporate Governance
and forms an integral part of this Report.

20. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) and
134(3)(a) of Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration)
Rules, 2014, the Annual Return of your Company in
Form MGT-7 for the financial year ended on March
31, 2025 is available on the website of the Company
at https://unicommerce.com/investor-relations/

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

During the financial year under review, the Board of
Directors met 13 (thirteen) times. The details of dates
of the above meetings including the attendance of
the Directors along with other requisite details are
given in the Report of Corporate Governance which
forms an integral part of this Report.

22. DETAILS OF HOLDING, SUBSIDIARY, JOINT
VENTURE AND ASSOCIATE COMPANIES

During the year under review, the particulars
of Subsidiary, Joint Ventures and Associate
Companies are as under:-

AceVector Limited is the Holding Company and
one of the Promoters of your Company. AceVector
currently holds 28.42% of the issued and paid
up capital of your Company. Despite the current
level of shareholding in your Company, AceVector
holds your Company in accordance with the
requirements of Ind AS 110 - Consolidated Financial
Statements and do a line by line consolidation as a
subsidiary in the consolidated financial statements
of AceVector Limited. This consolidation is based on
AceVector’s ability and the right to appoint majority
of the directors to the board and effective control
over the day to day management and operations
of your Company.

Shipway Technology Private Limited is the material
wholly owned subsidiary of your Company in
compliance with the provisions of the Companies
Act, 2013 and IND AS 110 .

In accordance with Regulation 16 read with the
Regulation 24 of the Listing Regulations, Shipway
Technology Private Limited, unlisted subsidiary
of the Company has been identified as “material
subsidiary” for the Financial Year 2024-25.

In terms of the provisions of Regulation 24(1)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Board has
nominated Mr. Bharat Venishetti, Mr. Prankur
Chaturvedi, Mr. Saurabh Kumar Choudhary - its

nominee and Ms. Sairee Chahal as an Independent
Director on the Board of its material subsidiary -
Shipway Technology Private Limited.

During the year under review, the Board has
reviewed the affairs of the subsidiary company. The
Consolidated Financial Statements of the Company
are prepared in accordance with the Companies
Act, 2013 read with rules made thereunder and
applicable IND AS along with the relevant documents
and Auditors’ Report thereon forms part of this
Annual Report.

In accordance with the provisions of Section 136(l)
of the Companies Act, 2013 read with rules made
thereunder, the Annual Report of the Company
containing therein the audited standalone and
consolidated financial statement and the audited
financial statements of the subsidiary company
have been placed on the website of the Company.
The audited financial statements in respect of
the subsidiary company shall also be kept open
for inspection at the Registered Office/Corporate
Office of the Company during working hours for a
period of 21 days before the date of ensuing AGM.
The aforesaid documents are also available to the
members who are interested in obtaining the same
upon a request made to the Company.

Pursuant to Section 129(3) of the Companies Act,
2013 (“the Act”) read with Rule 5 of the Companies
(Accounts) Rules, 2014, a separate statement
containing salient features of the financial
statements of the subsidiary company in a
prescribed format in Form AOC - 1 is annexed as
Annexure - VI to this report.

The Policy on Determining Material Subsidiaries
as approved by the Board is available on the
Company’s website and can be accessed at https://
infowordpress.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2024/09/16131457/Policy-
Determining-Material-Subsidiaries.pdf.

23. VIGIL MECHANISM/WHISTLE BLOWER

The Company has adopted ‘Unicommerce
eSolutions Limited -Whistle Blower Policy’ which
outlines the Company’s commitment to ensure
that all directors and employees are able to raise
concerns regarding any serious irregularities or any
unfair practice or any event of misconduct of any
illegal activity occurring in the company. The same
is hosted on the website of the Company at the link
https://infowordpress.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2024/09/16133230/Policy-
Whistle-Blower.pdf

The purpose of this Policy is to provide a framework
to promote responsible and secure whistle blowing.
It protects employees and third parties wishing to
raise a concern about serious irregularities that
could have grave impact on the operations and
performance of the business of the Company. While
this Policy is intended to protect genuine Whistle¬
blowers from any unfair treatment as a result of
their disclosure, misuse of this protection by making
frivolous and bogus complaints with mala fide
intentions is strictly prohibited. Personnel who make
a complaint with mala fide intention and which is
subsequently found to be false will be subject to
strict disciplinary action.

During the year under review, the status of the
concerns or complaints reported, stands as follows:-

24. PERFORMANCE EVALUATION OF THE BOARD

In order to ensure that the Board of Directors and
the Committees of the Board of Directors are
functioning effectively and to comply with the
statutory requirements, the annual performance
evaluation of the Board of Directors, the Committees
of the Board of Directors and Directors individually
was conducted during the year. The evaluation,
during the year under review, was carried out
based on the criterion and framework approved
by the Nomination and Remuneration Committee.
A detailed disclosure on the parameters and
the process of Board evaluation as well as the
outcome has been provided in the Report on
Corporate Governance.

At a separate meeting of Independent Directors
of the Company, the performances of Non¬
Independent Directors, the Board as a whole and the
Chairman were evaluated, considering the views of
Executive Directors and Non-Executive Directors.

Your Company has in place a structured induction
and familiarisation programme for its Directors.
Upon appointment, Directors receive a Letter of
Appointment setting out in detail, the terms of
appointment, duties, responsibilities, obligations,
Code of Conduct for Prevention of Insider Trading

and Code of Conduct applicable to Directors, Key
Managerial Personnel and Senior Management
Personnel. They are also updated on all business-
related issues and new initiatives. Independent
Directors are also encouraged to visit the facilities of
the Company and engage with Senior Management.
Regular presentations and updates on relevant
statutory changes encompassing important laws
are made and circulated to the Directors. Such
familiarisation programmes help the Independent
Directors to understand the Company’s strategy,
business model, operations, markets, organisation
structure, risk management etc. and such other
areas as may arise from time to time. The policy
on the familiarisation programmes imparted
to the Independent Directors is posted on the
website of the Company and may be accessed at
https://infowordpress.s3.ap-south-l.amazonaws.
com/wp-content/uploads/2024/09/l6131908/
Policy-Familiarisation-Programme-for-
Independent-Directors.pdf

The ‘Policy for evaluation of the performance
of the Board of Directors’ as approved by the
Board is available on the Company’s website
and can be accessed at https://infowordpress.
s3.ap-south-1.amazonaws.com/wp-content/
uploads/2024/09/l6131746/Policy-Evaluation-of-
performance-of-Board-of-Directors.pdf

25. POLICY ON DIRECTOR’S APPOINTMENT AND
REMUNERATION AND SENIOR MANAGEMENT
PERSONNEL’S APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment
and remuneration and Senior Management &
Key Managerial Personnel Appointment and
Remuneration Policy formulated in accordance with
Section 178(3) of the Act read with the Regulation
19(4) of the Listing Regulations including but not
limited to the details of remuneration to Non¬
Executive Directors, has been disclosed in the
Report on Corporate Governance which forms an
integral part of this Annual Report. The ‘Nomination
and Remuneration Policy’ as approved by the
Board is available on the Company’s website
and can be accessed at https://infowordpress.
s3.ap-south-1.amazonaws.com/wp-content/
uploads/2024/09/16132356/Policy-Nomination-
Remuneration-NRC.pdf

26. RISK MANAGEMENT

The Company has constituted a Risk Management
Committee to frame, implement and monitor the risk

management plan for the Company. The Committee
is responsible for monitoring and reviewing the risk
management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in
the area of financial risks and controls. The major
risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis.

The Company has adopted a Risk Management Policy
to ensure sustainable business growth with stability
and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the
business. In order to achieve the key objective, the Policy
establishes a structured and disciplined approach
to Risk Management, including the development of
the Risk Register, in order to guide decisions on risk
evaluation and mitigation related issues.

The Policy on Risk Management as approved by
the Board is available on the Company’s website
and can be accessed at https://infowordpress.
s3.ap-south-1.amazonaws.com/wp-content/
uploads /2024/09/16132815/Policy-Risk-
ManagementRM.pdf

27. PARTICULARS OF EMPLOYEES

The information pertaining to the remuneration and
other details as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in
Annexure - VII which forms part of this Report.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 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
employees drawing remuneration in excess of the
limits as set out in the said rules are provided in this
Annual Report.

28. EMPLOYEE STOCK OPTION PLAN

Details of Employee Stock Option Scheme/Plan
(‘ESOS’, ‘ESOP’) in compliance with provisions of
section 62(1)(b) read with rule 2(9) of the Companies
(Share Capital and Debentures) Rules, 2014 and
Employee Stock Purchase for the financial year
ended 31^st March, 2025 along with the Disclosures
with respect to Employees’ Stock Option Scheme,
2017 of the Company, pursuant to Regulation 14
of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)

Regulations, 2021, as on 31^st March, 2025, is enclosed
herewith as Annexure - VIII forming an integral part
of this report.

29. DISCLOSURES PERTAINING TO THE
SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION AND REDRESSAL)
ACT, 2013

Your Company is committed to provide a safe and
conducive working environment for the women
employees of the Company and accordingly,
the Company has in place formulated a policy
on Prevention, prohibition of sexual harassment
of women employees at the workplace of Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. The Company has constituted an Internal
Complaint Committee in accordance Section 4 of
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
(‘POSH’) to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered
under this policy.

The following are the details of the complaints
received under POSH during the year:

(a) number of complaints of sexual harassment
received in the year: Nil

(b) number of complaints disposed off
during the year: Nil

(c) number of cases pending for more than
ninety days: Nil

30. 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(3) of the Companies (Accounts)
Rules, 2014 are given as under:-

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

any industrial activity, 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 Research and Development facilities.

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

31. RECEIPT OF ANY COMMISSION/
REMUNERATION BY THE MANAGING
DIRECTOR OF COMPANY FROM ITS HOLDING
COMPANY OR SUBSIDIARY COMPANY

The Managing Director of your Company has not
received any remuneration or commission from the
Holding company or Subsidiary of the Company.

32. STATUTORY DISCLOSURES

During the financial year 2024-25, your Company
has complied with the following:-

• the Secretarial Standards i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries
of India (iCSl) on meetings of Board of Directors
and General Meetings respectively.

• Your Company has not issued any sweat equity
shares under the Act.

• There were no instances of non-exercising of
voting rights in respect of shares purchased
directly by employees under a scheme
pursuant to Section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014.

• Your Company has complied with the provisions
of The Maternity Benefit Act, 1961 read with the
rules made thereunder.

• Public Deposits - During the financial year under
review, your Company has not accepted any
deposit under sections 73 to 76 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 is compliant
with the requirements of the Companies Act,
2013 read with rules made thereunder.

33. GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry
of Corporate Affairs, Government of India (MCA) and
Securities & Exchange Board of India, your Company
is dispatching the Notice of the 14^th (Fourteenth)
Annual General Meeting and the Annual Report of
the Company for the F.Y. 2024-25, only be email to the
shareholders whose email ids are either registered
with the Depository Participants (‘DPs’), Registrar and
Transfer Agents (‘RTA’) or the Company.

The Company supports the ‘Green Initiative’
undertaken by MCA, enabling electronic delivery
of documents including Annual Report etc. to
shareholders at their e-mail address already
registered either with the DPs, RTA or the Company.
Additionally, the Company conducts various
meetings by means of electronic mode in order
to ensure the reduction of its carbon footprint. In
view of the above, shareholders who have not yet
registered their email addresses, are once again
requested to register the same with their DPs/
RTA/ Company for receiving all communications,
including Annual Report, Notices, Circulars etc. from
the Company electronically.

34. DIRECTOR RESPONSIBILITY STATEMENT AND
ACKNOWLEDGEMENTS

Pursuant to the provisions of Section 134(3)(c)
and 134(5) of the Companies Act 2013, and saveas
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, 2025, 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, 2025 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 preparedtheannual accounts
of your Company on a going concern basis;

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; and

f) the Directors had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively.

Your Company has been able to operate
responsibly and efficiently because of the culture
of professionalism, creativity, integrity, ethics, good
governance and continuous improvement in all
functions and areas as well as the efficient utilisation
of the Company’s resources for sustainable and
profitable growth.

Your Directors would like to express their sincere
appreciation for the assistance and co-operation
received from the stakeholders, financial institutions,
banks, business associates, Government authorities,
customers, vendors and members during the year
under review and looks forward to their continued
support in future.

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

Kapil Makhija Bharat Venishetti

Managing Director & CEO Director

DIN-07916109 DIN-08317416

Date: September 1, 2025

Place: Gurugram