Dear Shareholders / Members,

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

1. BUSINESS AND FINANCIAL PERFORMANCE

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

1.1. Summarized Financial Highlights

( in Lacs)

1.2 General Information & State of Company's Aairs

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

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

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

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

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

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

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

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

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

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

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

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

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

UDTL Group works closely with prominent entities like ONGC, Oil India, Focus Energy, Jindal Drilling, Welspun, Halliburton, Schlumberger, Shelf Drilling, American Corporation Tools Inc., Argentera, Petrobras, Cactus, Baker Hughes, Cairn Oil

& Gas (Vedanta), Megictech Energy, Tiwan, Trident Russia, Quippo Energy etc. Your Company's revenue comes from government organizations, private sector companies, and exports in the oil and gas industries, showcasing our broad reach and trusted partnerships worldwide.

2. DIVIDEND

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

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

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

2.1 Unclaimed Dividends

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

2.2 Investor Education and Protection Fund (IEPF)

The unclaimed and un-encashed dividends for the Financial year 2017-18 (Final Dividend) will be transferred to the Investor Education and Protection Fund (IEPF) on or before due date prescribed under IEPF rules. Additionally, shares correspondingtodividendsunclaimedforsevenconsecutive years will also be transferred to the IEPF in accordance with the IEPF Rules. The year-wise amounts of unclaimed or un-encashed dividends in the unpaid dividend account up to the current year, and information on corresponding shares eligible for transfer can be found in the shareholder information section of the Corporate Governance Report included in this Annual Report. These details are also accessible on your Company's web-site https://udtltd.com/ investor-home/shareholder-information/dividend.

2.3 Dividend Distribution Policy

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

3. SHARE CAPITAL

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

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

4. LISTING

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

5. PUBLIC DEPOSITS

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

6. CREDIT RATING

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

7. CONSOLIDATED FINANCIAL STATEMENTS

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

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

9. AUDITORS AND THEIR REPORTS

9.1 Statutory Auditors and Statutory Audit Reports

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

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

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

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

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

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

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

9.2. Secretarial Auditors & Secretarial Audit Report

In term of the provision of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Balraj Sharma & Associates, Company Secretaries, New Delhi as Secretarial Auditors of the Company for the nancial year ended March 31, 2025.

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

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

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

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

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

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

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

9.3 Internal Auditor & Internal Audit Reports

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

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

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

9.4 Cost Auditors, Cost Records and Cost Audit Report

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

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

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

9.5 Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s Balraj Sharma & Associates, Company Secretaries had submitted to the Stock Exchange/s as per the Listing regulations and uploaded on the website of the Company i.e; www.udtltd.com.

9.6 Reporting of Frauds by Auditors

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

10. CFO CERTIFICATION

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

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

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

12. CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS

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

13. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

15. CORPORATE GOVERNANCE

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

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

16. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report.

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

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

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

18. BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORT

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

19. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

20. INTERNAL FINANCIAL CONTROL, AUDIT SYSTEMS AND THEIR ADEQUACY

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

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

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

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

21. ANNUAL RETURN

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

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

22.1CYBER SECURITY

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

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

23. PROHIBITION OF INSIDER TRADING

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

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

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

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

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

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

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL 25.1 Board of Directors

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

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

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

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

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

Mr. Pramod Kumar Gupta : Chairman-cum-Managing Director Mr. Kanal Gupta : Executive Director Mr. Inderpal Sharma : Executive Director Mr. Krishan Diyal Aggarwal : Independent Director (upto 25.09.2024) Mrs. Preet Verma : Independent Women Director Mr. Pandian : Independent Director Kalyanasundaram Mr. Ved Prakash Mahawar : Independent Director

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

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

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

25.2 Declaration from Independent Directors

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

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

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

25.3 Board Familiarisation and Training Programme

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

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

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

25.4 Key Managerial Personnel

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

Mr. Pramod Kumar Gupta : Chairman-cum-Non-executive Director Mr. Kanal Gupta : Managing Director Mr. Inderpal Sharma : Executive Director Mr. Manoj Kumar Arora : Chief Financial Ocer Mr. Anand Kumar Mishra : Company Secretary-cum-Compliance Ocer

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

25.5 Committees of the Board & their Meetings

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

?€? Audit Committee

?€? Nomination and Remuneration Committee (NRC)

?€? Stakeholders Relationship Committee

?€? Corporate Social Responsibility Committee (CSR)

?€? Risk Management Committee

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

25.6 Meetings of Board of Directors

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

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

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

25.7 Meetings of Independent Directors

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

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

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

?€? Assess the quality, content and timeliness of ow of information between the Company Management and the Board which is necessary for the Board to eectively and reasonably perform its duties.

25.8 Performance Evaluation of Board and Eectiveness

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

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

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

26. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY:

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

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

27. SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

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

28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

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

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

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

29. RISK MANAGEMENT

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

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

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

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

30. DIRECTORS' RESPONSIBILITY STATEMENT

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

?€? In the preparation of the Annual Financial Statements for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures; ?€? such accounting policies applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of aairs of the company at the end of the nancial year March 31, 2025 and of the prot of UDTL for the year ended on that period; ?€? proper and sucient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; ?€? the annual nancial Statement for FY 2024-25 were prepared on a Going Concern basis; ?€? they have laid down internal nancial controls to be followed by your Company and that such internal nancial controls are adequate and operating eectively; ?€? devised the proper system to ensure compliance with the provisions of all applicable laws and that such and were adequate and operating eectively.

31. PREVENTION OF SEXUAL HARASSMENT

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

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

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

32. OTHER STATUTORY DISCLOSURE

During the FY 2024-25, there were no transaction requiring disclosure or reporting in respect of matters relating to:

?€? No material changes and commitment, aecting the nancial position of the Company which occurred between the end of FY25 till the date of this Report.

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

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

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

?€? UDTL has not issued any Equity Shares including with Dierential Voting Rights / Sweat Equity Shares.

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

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

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

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

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

?€? The Company has duly complied with the provisions of the Maternity Benet Act, 1961, extending all statutory benets to eligible women employees.

33. CAUTIONARY STATEMENT

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

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

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

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

34. ACKNOWLEDGEMENTS

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