We, Board of Directors of Unicommerce eSolutions Limited (hereinafter referred to as "your Company/Company/
Unicommerce"), present the 15^th (Fifteenth) Annual Report of your Company together with audited financial statements
for the financial year ("F.Y.") ended on March 31, 2026.

1. FINANCIAL PERFORMANCE - An Overview

In terms of the provisions of Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations''), your Company''s financial performance during the financial year
ended March 31, 2026 as compared to the previous financial year, is summarised below:-

The financial statements of your Company for the
financial year ended March 31, 2026, have been
prepared in accordance with Indian Accounting
Standards ("Ind AS"), as prescribed under the
Companies Act, 2013 read with the rules made
thereunder ("Act"), along with other accounting
principles generally accepted in India. Detailed
disclosures are provided in the financial statements
appended to this report.

E-Commerce has transformed over the years - both
in terms of scale and complexity, requiring a tightly
integrated technology backbone to efficiently
manage operations. Unicommerce has evolved
alongside this shift. We are no longer just a software
provider but the de-facto operating system for
e-commerce operations. F.Y. 2025-26 marked a
defining shift in how the Company operates.
Unicommerce evolved into a multi-platform, full-
suite e-commerce enablement SaaS business, with
AI now embedded across its platforms and go-to-
market strategy.

We also began our journey from being an
AI-enabled to AI-Native, and introduced a suite
of next-generation e-commerce enablement
tools, including:-

• Uniware''s Unibot AI: reducing time-to-ship
and minimising missed shipments.

• Shipway''s ShipWise AI: optimising the cost-
versus-speed trade-off while reducing returns.

• Convertway''s voice bot, Catalyst AI: driving
higher conversion through contextual, timely
customer engagement.

FY26 was a strong year across key financial
metrics. Revenue grew 51.6% YoY to f2,043.4 million,
from f1,347.9 Million in FY25, while Adjusted EBITDA
grew 54.5% to f438.6 million, with margin held
steady at 21.5% despite the full-year consolidation
of Shipway''s different margin structure. Profit after
tax grew 16.1% to f204.6 million. Cash more than
doubled from f353.0 million to f812.8 million, driven

by f470.0 million operating cash flow, rebuilding
our cash position to pre-Shipway-acquisition
levels within five quarters even as we continued
investing in growth.

Despite a relatively subdued demand environment
during parts of the year, we executed consistently
on our long-term priorities. We onboarded 450
enterprise clients - our strongest year ever -
including Onida, Kenstar, Himalaya Wellness, Rupa,
Lacoste, Vedantu, and Allen, spanning traditional
retailers and digital-first brands. Newer modules
saw strong early traction, with 40-45% of Uniware
enterprise customers adopting Quick Commerce
and B2B modules, alongside early uptake of UniReco
and UniCapture. Our international Uniware business
turned profitable and is now growing faster than our
India business.

Our F.Y. 2026-27 strategy is anchored on four
priorities: building more AI-led products and
expanding existing use cases to unlock new revenue
streams; accelerating growth across platforms;
pursuing selective acquisitions that are profitable
or have a clear path to profitability; and staying
disciplined on costs even as we invest for growth.

We enter F.Y. 2026-27 with stronger products, a
broader platform, and clear visibility on scale,
ready to capitalise on India''s growing e-commerce
complexity with discipline and ambition.

2. 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, as amended from time to time,
the 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.

3. MATERIAL CHANGES AND COMMITMENTS, 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 have been no material changes and
commitments affecting the financial position of
the Company that have occurred between the
end of the financial year to which these financial
statements relate and the date of this report.

The Policy on Determination of Materiality as
approved by the Board is available on the
Company''s website and can be accessed athttps://
infowordpress.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2024/09/16131334/Policy-
Determination-of-Materiality.pdf

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the
business of your Company during the financial year
ended on March 31, 2026.

However, the Board of Directors of your Company
at its meeting held on August 13, 2026 have
recommended modification in the objects clause
of the Memorandum of Association to contain
the following, keeping in view of the enablement
of Artificial Intelligence (AI) and other AI-
enabled products, platforms, tools, services, and
solutions, in the furtherance of the main objects of
your Company:-

a) To develop, build, train, deploy, license, market,
and provide artificial intelligence, machine
learning, deep learning, natural language
processing, computer vision, generative - AI,
and other AI products, platforms, tools, services,
and solutions, whether as a standalone
offering or as part of or embedded within the
Company''s existing software-as-a-service
products and platforms.

b) To collect, process, annotate, store, license, and
commercialise data, datasets, and AI-training
materials for the purposes of developing
and improving AI-models, algorithms, and
related technologies.

c) To provide AI-consulting, implementation,
integration, and managed services to
businesses and individuals, including by way
of application programming interfaces (APIs),
software development kits (SDKs), agent-based
frameworks, and other delivery mechanisms.

d) To enter into agreements for the licensing,
white labelling, reselling, or distribution of third-
party artificial intelligence products, tools,
models, and services, and to offer the same
to customers in the Company''s own name
or in conjunction with the Company''s own
products and services.

e) To carry on all such activities, businesses,
and operations as are incidental, ancillary,
or conducive to the attainment of
the above objects.

The proposed amendments in the objects of the
Company, is subject to the approval of shareholders

of the Company in the upcoming Annual General
Meeting of your Company.

5. 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.

Further, in terms of Regulation 43A of the SEBI
Listing Regulations, the Company has in place
the Dividend Distribution Policy, which sets out the
parameters and circumstances to be considered
by the Board of Directors (''Board'') in determining
the distribution of dividend to its shareholders
and/ or the utilisation of the retained profits of the
Company. Your Company has adopted the Dividend
Distribution Policy which is available on the website

of your Company and can be accessed athttps://
infowordpress.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2024/09/16131614/Policy-
Dividend-Distribution.pdf

6. TRANSFER TO RESERVES

Keeping in line with your Company''s strategy
to retain internal accruals for funding growth
opportunities, meeting working capital needs, and
addressing potential contingencies, the Board of
Directors 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.'' Further, during the year, your Company has
not transferred any amount to General Reserve.

7. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

During the F.Y. 2025-26, your Company was not
required to transfer any fund to the Investor
Education and Protection Fund.

The equity shares of your Company are listed on The
BSE Limited and National Stock Exchange of India
Limited since 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 herein this report.

9. STATUTORY AUDITORS AND AUDITORS''
REPORT

M/s Price Waterhouse Chartered Accountants LLP,
Chartered Accountants, ICAI Firm registration no.
012754N/ N500016), having its registered and head
office at 11-A, Vishnu Digamber Marg, Sucheta
Bhawan, New Delhi - 110 002, India, were appointed
as the Statutory Auditors of your Company for a
period of 5 (five) consecutive years to hold office
from the conclusion of the 14^th (Fourteenth) Annual
General Meeting ("AGM") to the conclusion of the 19^th
(Nineteenth) AGM of your Company in accordance
with the provisions of Section 139 of the Act read with
the Companies (Audit and Auditors) Rules, 2014.

M/s Price Waterhouse Chartered Accountants LLP,
Chartered Accountants have issued the Financial
Statements and Audit Report for the F.Y. 2025-26
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
explanations or comments from the Board.

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

10. BOARD OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL

A. Board of Directors

The Board of Directors of the Company is an optimum
mix of Executive, Non-Executive, Independent and
Woman Directors. Your Board and Directors also
have proven integrity and competence, who provide
strategic direction, guidance and leadership to the
Company and conforms to the provisions of the
Act, SEBI Listing Regulations, terms of shareholders''
agreement and other applicable statutory provisions.

i) The Board of Directors of your Company
currently comprises of 6 (Six) directors,
including a Non-Executive and Independent
Chairman, Executive Managing Director and
Chief Executive Officer, 3 (three) Non-Executive
Nominee Directors and 1 (One) Independent
(Women) Director, the details of which is given
in the below mentioned table:-

ii) Resignation of Director: Mr. Manoj Kumar Kohli,
Chairman and Non-Executive Independent
Director resigned from the Company vide
his resignation letter dated June 4, 2026. The
Board of Directors of the Company took note
of his resignation vide resolution passed by
circulation on June 4, 2026 (effective date of
resignation being July 4, 2026).

The Board places on record its sincere
appreciation for the invaluable guidance,
counsel, and contribution rendered by
Mr. Manoj Kumar Kohli during his tenure as
Chairman and Non-Executive Independent
Director of the Company, and acknowledges
his significant role in strengthening the
governance framework of the Company.

Mr. Kasaragod Ullas Kamath, Non-Executive
Independent Director was appointed as the
Chairman of the Company with effect from July
4, 2026. The Board approved his appointment
as the Chairman with effect from July 4,
2026 vide resolution passed by circulation
on June 4, 2026.

iii) Director liable to retire by rotation: In

accordance with the provisions of Section
152(6) of Companies Act, 2013 and as noted
by the Board of directors of the Company on
August 13, 2026 and with reference to Articles
of Association of the Company, Mr. Kunal
Bahl (DIN: 01761033), retires by rotation at the
ensuing AGM and being eligible, has offered
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 (''AGM''). The Board,
on the recommendation of the Nomination
Committee, recommended his re-appointment
at the ensuing AGM.

iv) Independent Directors: 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 and that they are
independent of the management. Based upon
the declarations received from the independent
Directors, the Board of Directors has confirmed
that they 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

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, the Independent Directors have also
confirmed that they have complied with the
Company''s Code of Conduct and in terms of
Section 150 read with Rule 6 of the Companies
(Appointment and 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. The directors have further
confirmed that they are not debarred from
holding the office of director under any SEBI
order or any other such authority.

Ms. Sairee Chahal and Mr. Kasaragod Ullas
Kamath are independent directors on the
Board. The Board of Directors of the Company
have taken on record the declarations
and confirmations submitted by the
Independent Directors.

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,
reimbursement of expenses incurred by them
for the purpose of attending meetings of the
Board/Committees of the Company and the
annual remuneration as approved by the
shareholders 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 athttps://
infowordpress.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2025/04/15123418/
Terms-and-Conditions-of-IDs.pdf
Details with respect to the experience,
attributes, skills, directorships held in other
companies and committee memberships, etc.,
as stipulated under Regulation 36 of the SEBI
Listing Regulations and Secretarial Standards
on General Meetings issued by the Institute
of Company Secretaries of India, of all the
Directors of the Company, forms part of the
Notice of ensuing AGM.

B. Key Managerial Personnel ("KMP") under
Section 203 of the Act

During the year under review, there were no
changes that have occurred in the Key Managerial
Personnel of the Company. As on the date of this
report, following are the Key Managerial Personnel
of your Company:-

• Mr. Kapil Makhija - Managing Director and CEO;

• Mr. Anurag Mittal - Chief Financial Officer; and

• Mr. Anil Kumar - Company Secretary

C. Senior Management Personnel

During the year under review and thereafter, till the
date of this report, following changes took place :-

a) The members of Nomination and Remuneration
Committee of the Board of Directors of your
Company by way of a resolution passed
by circulation on December 18, 2025 has
taken note of the appointment of Mr. Gaurav
Juneja - Chief Revenue Officer as the Senior
Management Personnel of the Company with
effect from December 18, 2025.

b) Mr. Sourabh Yadav was appointed as the
Compliance Officer of the Company at the
meeting of the Board of Directors held on
August 13, 2026, upon the recommendations of
the Nomination and Remuneration Committee.
Accordingly, Mr. Sourabh Yadav was inducted
as a member of the Senior Management
Personnel of the Company. His appointment
was made in place of Mr. Monish Pal, who
resigned from the position of Compliance
Officer of the Company on August 13, 2026. The
Board of Directors took note of his resignation
at its meeting held on August 13, 2026, with
effect from August 13, 2026.

Pursuant to Regulation 16(1) (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,
following are the Senior Management Personnel
of your Company:-

• Mr. Kapil Makhija, Managing Director and CEO

• Mr. Gaurav Juneja, Chief Revenue Officer;

• Mr. Anurag Mittal, Chief Financial Officer;

• Mr. Anil Kumar, Company Secretary; and

• Mr. Sourabh Yadav, Compliance Officer.

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,
Familiarisation 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 athttps://
unicommerce.com/investor-relations/

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

During the F.Y. 2025-26, there were no significant
and material orders passed by the regulators or
courts or tribunals impacting the going concern
status and the Company''s operation in the future.

12. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

In accordance with 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 on initiatives taken from an
environmental, social and governance perspective,
is not applicable to the Company and hence, the
same is not attached with this report.

13. CORPORATE SOCIAL RESPONSIBILITY

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 have
constituted a Corporate Social Responsibility (''CSR'')
Committee. The details of the CSR Committee
including composition, terms of reference, etc. of
the CSR Committee are provided in the Report on
Corporate Governance, which forms an integral
part of this Annual Report. The Annual report on CSR
activities required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out as
Annexure - II forming part of this report.

The CSR Committee, CSR Policy outlining, inter-alia,
CSR Philosophy of the Company has also been
uploaded on the Company''s website and may be
accessed athttps://unicommerce.com/corporate-
social-responsibility/

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

During the year under review, your Company
acquired the remaining stake of 57.24% (on a
fully diluted basis) of Shipway Technology Private
Limited by way of a share swap transaction wherein
the Board of Directors of your Company issued and
allotted 60,33,189 (Sixty lacs thirty three thousand
one hundred and eighty nine) equity shares of
H1 without cash consideration to Mr. Vikas Garg,
Mr. Gaurav Gupta and Mr. Puneet Gupta - being
shareholders of Shipway Technology Private Limited
pursuant to necessary Audit Committee''s, Board''s,
Shareholder''s and Stock Exchange''s approvals.

During the year under review, your Company has
neither advanced any loans nor given guarantees
or provided any security in terms of provisions of
section 186 of the Companies Act, 2013 read with
rules made thereunder.

15. RELATED PARTY TRANSACTIONS

Your Company has put in place a comprehensive
and well-defined governance framework for
overseeing related party transactions (''RPTs''). The
framework reflects the Company''s commitment
to transparency, fairness, and safeguarding
stakeholder interests. All RPTs are subject to an in¬
depth review and all the proposed terms of RPTs
strictly adhere to arm''s length principles and are
consistent with best market practices. 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 athttps://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

During the year under review, related party
transactions entered into by your 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 and were not in any way prejudicial to the
interest of its minority shareholders. The Company
or any of its subsidiary has not extended any
financial assistance to promoter or promoter group
entities which has been written off during the last
three years. 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 Auditors of your Company
does not indicate any exceptions in respect of
compliances of RPTs for the F.Y. 2025-26.

16. SECRETARIAL AUDITORS AND AUDITORS''
REPORT OF YOUR COMPANY AND ITS
MATERIAL SUBSIDIARY

a) 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, the Board of Directors of
your Company had appointed CS Naresh Verma
(FCS - 5403 and CP no. 4424), sole proprietor of M/s
Naresh Verma & Associates, Company Secretaries
(Peer Review Certificate no. 3266/2023), as
Secretarial Auditors of the Company to undertake
the Secretarial Audit from F.Y. 2025-26 to F.Y. 2029¬
30. The Report of the Secretarial Auditor for the F.Y.
2025-26 is attached herewith as Annexure - IV
to this Report. M/s Naresh Verma & Associates
have submitted the Secretarial Audit Report for F.Y.
2025-26, confirming inter-alia, compliance of all
the provisions of applicable laws by the Company
and the Report does not contain any qualification,
reservation or adverse remark. The report of the
Secretarial Auditor for the financial year ended
March 31, 2026 is self-explanatory and therefore, do
not call for any further explanation or comments
from the Board.

b) In accordance with the provisions of SEBI Listing
Regulations, the Secretarial Audit Report of Shipway
Technology Private Limited (''Shipway''), material
unlisted subsidiary of the Company issued by
CS Akansha Tejpal (ACS - 38926 and CP no.
14566), partner of M/s RSJ & Associates, Company
Secretaries is provided as Annexure - V to this
report. The Secretarial Audit Report of Shipway
confirms that they have complied with the provisions
of the Act, Rules, Regulations and Guidelines and it
does not contain any qualifications, reservations or
adverse remarks or disclaimers.

17. INTERNAL AUDITORS AND ADEQUACY OF
INTERNAL CONTROL SYSTEMS

Your 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, safeguarding
of its assets, ensures optimal utilisation of resources,
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.

The Internal Audit Reports of your Company do
not contain any qualification, reservation, or
adverse remark.

18. REPORT ON CORPORATE GOVERNANCE

Your Company is committed to sound corporate
governance practices as well as compliance with
all applicable laws and regulations. Accordingly, the
Company continues to follow the highest standards
of corporate governance across its business
operations and adheres to globally-recognised and
progressive corporate governance practices.

Report on Corporate Governance of the Company
for the year under review covering highlights of such

progressive governance practices, pursuant to the
requirements of Regulation 34 of the SEBI Listing
Regulations, is attached as Annexure - VI 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, Company Secretaries (Peer
Review Certificate no. 3266/2023), confirming 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, is
annexed to the Report on Corporate Governance
and forms an integral part of the Report.

19. 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, 2026 is available on the website of your Company
athttps://unicommerce.com/investor-relations/.
The Annual Return will be electronically submitted
to the Registrar of Companies within the timelines
prescribed under the Act.

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

In compliance with the statutory requirements and
best practices, your Company has constituted
various committees viz. Audit Committee, Nomination
and Remuneration Committee, Risk Management
Committee, Stakeholders Relationship Committee
and Corporate Social Responsibility Committee.

During the year under review, all the
recommendations of the Board Committees,
including the Audit Committee, were accepted/
noted by the Board.

During the financial year under review, the Board of
Directors met 6 (six) times. A detailed update on the
Board and its composition, governance of various
Board Committees including their detailed charters
and terms of reference, number of Board and
Committee meetings held during F.Y. 2025-26 and
attendance of the directors thereat etc., are given in
the Report of Corporate Governance which forms an
integral part of this Report.

21. 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 (''AceVector'') is the Holding
Company and one of the Promoters of your
Company. AceVector currently holds 25.90%
(directly) and 0.23% (indirectly through Mr. Bharat
Venishetti, Nominee of AceVector Limited) 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 (''Shipway'') is
the material wholly owned unlisted subsidiary of your
Company in compliance with the provisions of the
Companies Act, 2013 and IND AS 110. As such, Shipway
is a deemed public company. In accordance with
Regulation 16 read with the Regulation 24 of the SEBI
Listing Regulations, Shipway Technology Private
Limited, unlisted subsidiary of the Company has
been identified as "material subsidiary" for the
Financial Year 2025-26.

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 and Mr. Prankur
Chaturvedi as Directors on the Board of Shipway
Technology Private Limited. Ms. Sairee Chahal, being
the Independent Director of your Company, has
also been appointed as the Independent Director
of its material subsidiary - Shipway Technology
Private Limited.

During the year under review, the Board has reviewed
the affairs of subsidiary company. The Consolidated
Financial Statements of the Company are prepared
in accordance with 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(1)
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 subsidiary company have
been placed on the website of the Company. The
audited financial statements in respect of 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 prescribed
format in Form AOC-1 is annexed as Annexure - VII
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.

22. VIGIL MECHANISM/WHISTLE BLOWER

Your 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
and unethical conduct that may be an actual or
threatened breach with the Policy that could have
grave impact on the operations and performance
of the business of the Company. Also, it ensures
that genuine complainants are able to raise their
concerns in full confidence, without any fear of
retaliation or victimisation. 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.

The Audit Committee of your Company is responsible for reviewing and monitoring the whistle blower mechanism.
The Audit Committee also reviews report on whistle blower complaints on a quarterly basis.

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

23. 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. The
performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on
the basis of 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 criteria such as the composition of
committees, effectiveness of committee meetings,
etc. 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 of the Company 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. A detailed
disclosure on the framework of Board Evaluation
covering evaluation approach, overview of
evaluation process, evaluation criteria, outcome
of the evaluation process and actions taken on
outcome of last year''s evaluation process has been
provided in the Report on Corporate Governance,
which forms part of this Annual Report.

The policy on the familiarisation programmes
imparted to the Independent Directors is posted on
the website of the Company and may be accessed
athttps://infowordpress.s3.ap-south-1.amazonaws.
com/wp-content/uploads/2024/09/16131908/
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 athttps://infowordpress.
s3.ap-south-1.amazonaws.com/wp-content/
uploads/2024/09/16131746/Policy-Evaluation-of-
performance-of-Board-of-Directors.pdf

24. 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 and
Key Managerial Personnel''s Appointment and
Remuneration Policy formulated in accordance with

Section 178(3) of the Act read with the Regulation
19(4) of the SEBI (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 Policy includes, inter-
alia, criteria for appointment of directors, KMPs, Senior
Management Personnel and other covered employees,
their remuneration structure and disclosures in
relation thereto. The ''Nomination and Remuneration
Policy'' as approved by the Board is available on the
Company''s website and can be accessed athttps://
infowordpress.s3.ap-south-1.amazonaws.com/
wp-content/uploads/2026/04/17194934/Policy-
Nomination-Remuneration-NRC.pdf

25. RISK MANAGEMENT

Your 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.

Your Company has adopted a Risk Management
Policy to ensure sustainable business growth with
stability and to promote a proactive 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 evaluating 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 athttps://infowordpress.
s3.ap-south-1.amazonaws.com/wp-content/
uploads/2024/09/16132815/Policy-Risk-
ManagementRM.pdf

26. PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of
remuneration of each director and key managerial
personnel (KMP) (as required under the Act) to the
median of employees'' remuneration, and the list of
top 10 employees in terms of remuneration drawn,
as required under Section 197(12) of the Act, read
with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,
form part of Annexure - VIII 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.

27. EMPLOYEE STOCK OPTION PLAN

Your Company grants share-based benefits to
eligible employees with a view to attract, retain
the best talent, and encourage employees to
align individual performances with the Company
objectives, and promote their increased
participation in the growth of the Company.

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 March 31, 2026 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 March 31, 2026, is enclosed herewith as
Annexure - IX forming an integral part of this report.

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

In compliance with Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (''POSH Act''), your Company
is committed to provide a safe and conducive
working environment for its women employees and
accordingly, your Company has formulated a policy
on Prevention, prohibition of sexual harassment of
women employees at the workplace. The Company
has constituted an Internal Complaint Committee in
accordance with Section 4 of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to redress complaints received
regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The Company''s policy on
prevention of sexual harassment (POSH Policy) is
available on its website which can be accessed by
https://infowordpress.s3.ap-south-1.amazonaws.

com/wp-content/uploads/2024/09/16130947/

Policy-Anti-Sexual-Harassment.pdf

Following are the details of the complaints received
under POSH Act during the year-

29. 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:-

30. 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.

31. STATUTORY DISCLOSURES

During the F.Y. 2025-26, 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) and notified by Ministry of
Corporate Affairs in terms of the provisions of
Section 118 of the Act on meetings of Board of
Directors and General Meetings respectively

• Your Company has not issued any shares with
differential voting rights as per the Act

• 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 not accepted any fixed
deposits and no amount of principal or interest
is outstanding during the financial year
ended March 31, 2026

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

• During the financial year under review, your
Company has not accepted any deposit under
the provisions of 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.

• During the year under review, the Statutory
Auditors and the Secretarial Auditors have
not reported any instance of fraud committed
in the Company by its officers or employees,
under Section 143(12) of the Act and therefore
no details are required to be disclosed under
Section 134 (3) of the Act.

• There is no proceeding made or pending under
The Insolvency and Bankruptcy Code, 2016.

• There was no instance of One time Settlement
with any bank or financial institution.

• The provisions relating to maintenance of
cost records under the provisions of section
148(1) of the Companies Act, 2013 read with
rules made thereunder, are not applicable
to your Company.

32. GREEN INITIATIVE

Pursuant to the relevant circulars issued by Ministry
of Corporate Affairs, Government of India (MCA) and
Securities and Exchange Board of India, the Company
is dispatching the Notice of the 15^th (Fifteenth) AGM
and the Annual Report of your Company for the F.Y.
2025-26, only through email to the shareholders
whose email ids are either registered with the
Depository Participants (''DPs''), Registrar and
Transfer Agents (''RTA'') or the Company.

Your 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, your 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
your Company electronically.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c)
and 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, 2026, 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, 2026 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;

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

34. ACKNOWLEDGEMENTS

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.

The Board 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. The Board also wishes 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 and CEO Director

DIN-07916109 DIN-08317416

Date: August 13, 2026

Place: Gurugram

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