The Board of Directors are pleased to present the 43 rd Annual Report of the United Drilling Tools Limited ("UDTL"). This report, inter-alia,
includes the audited Financial Statements (Standalone and Consolidated) for the financial 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 offers
an overview of the financial results and significant 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

1.2 General Information & State of Company's Affairs

I n 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, reflecting 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 significantly 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 offerings. This commitment enhances the
technological advantages available to its clients, driving
efficiency 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
and Downhole Tools. UDTL serves as a trusted single-source
provider, offering 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
certification and compliance with American Petroleum
Institute (API) specifications.

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 efficient logistics management.
Additionally, the Company's upcoming Greenfield

manufacturing unit near Mundra port in Gujarat signifies its
proactive approach to expanding capacity and enhancing
technological capabilities. A new cutting-edge Greenfield
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 offerings, 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 certified 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 efficiency 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 significant 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 efforts 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 significant initiatives in the field 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 offerings 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 final 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 profits 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 Beneficial 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 specified 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
corresponding to dividends unclaimed for seven consecutive
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/
modified its authorised share capital and has not issued any
shares including equity shares with differential 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 financial year under review, Your Company did
not accept any deposits as defined 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
financial obligations, and its continued commitment to
safeguarding the interests of all stakeholders.

7. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial 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 notified 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 financial statements of the Company
and its subsidiary, along with a statement highlighting the
key financials 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,
financial positions of the subsidiary Company. As per the
provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated
financial statements and other related information of the
Company and audited financial 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 office 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 qualifications, 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 financial 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 financial
year ended March 31,2025 had resigned on July 23, 2025,
stating that their Peer Review Certificate issued by the Peer
Review Board of the Institute of Chartered Accountants
of India has expired, and the renewed certificate 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 office 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 fill the casual vacancy
and the Board took note of the requisite declarations
consent letters and eligibility certificates received from
the proposed Statutory Auditors, confirmed 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 specified 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 confirm that they are not disqualified
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 fill the casual
vacancy with effect from 30th July 2025, and further
recommended to the shareholders, appointment of the
said firm as Statutory Auditors for a first 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 financial 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

I n 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 financial 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 qualifications, 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 notified by the Ministry of Corporate Affairs.

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 first 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 identification 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 findings 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 financial 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 confirm that they are not disqualified
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 financial
year 2024-25.

M/s Grover Lalla & Mehta underscores commitment to
upholding high standards of corporate governance and
ensuring sound financial management practices. Their
experience and specialization in Taxation, Finance, and
Accounts equip them well to fulfill 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 qualifications, 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 financial 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 Officers 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 certificate from the Chief Financial
Officer ('CFO') and Managing Director of the Company have
certified and confirming the correctness of the Financial
Statements (Standalone and Consolidated) and Cash Flow
Statements (Standalone and Consolidated), adequacy of
the internal control measures for financial reporting for the
year ended March 31,2025. The certificate 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
confirmation certificate 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
disqualified from being appointed or continuing as Director
of the Company. The Company have received a Certificate
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 profits of your Company, during the three years
immediately preceding financial year.

In accordance with Section 135 of the Act, as amended, read
with Notification issued by the Ministry of Corporate Affairs
('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
financial 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-affirms 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 Certificate
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 specified 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 modifications
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 filed 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 financial 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 financial controls are commensurate
to the scale and complexity of its operations.

The Company has adequate internal financial controls
systems in place, which facilitates orderly and efficient
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
financial information.

Internal Control Over Financial Reporting (ICFR) remains an
important component to foster confidence in a company's
financial reporting, and ultimately, streamlining the process
to adopt best practices. Your Company through Internal
Audit Program is regularly conducting test of effectiveness
of various controls. The ineffective 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 effectiveness 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

I n 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
financial statements (Please refer to Notes to the standalone
financial 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 re¬
appointment and has offered 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 confirming 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 Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of
Corporate Affairs.

All Independent Directors of the Company have affirmed
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
Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have enrolled themselves with
the Indian Institute of Corporate Affairs ('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
effectively discharge their responsibilities through various
structured orientation programme.

The familiarization programme also intends to update the
Directors on a regular basis on any significant 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/.

25.4Key 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 Officer

Mr. Anand Kumar Mishra : Company Secretary-cum-
Compliance Officer

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

25.5Committees 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.

25.6Meetings 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).

25.7Meetings of Independent Directors

I n 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 flow of
information between the Company Management
and the Board which is necessary for the Board to
effectively and reasonably perform its duties.

25.8Performance Evaluation of Board and Effectiveness

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 proficiency) of the
Independent Directors are satisfactory. The Nomination
and Remuneration Committee has defined the evaluation
criteria for the performance evaluation of individual
Directors, the Board and its Committees.

The review concluded by affirming 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 fixed 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 affirms 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 financial statements.

28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION

The Ministry of Corporate Affairs (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
effect electronic delivery of documents including the Notice
of Annual General Meeting/Extra Ordinary General Meeting,
audited financial 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. SE BI/H O/MIRS D/MI RSD_RTAM B/P/
CIR/2021/655 dated November 03, 2021, Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/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 official.

29. RISK MANAGEMENT

Risk management is a crucial aspect of corporate governance.
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 identification,
prioritization, mitigation, monitoring, and thorough
reporting of significant 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, efforts 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, confirm 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 affairs of the company at the end
of the financial year March 31,2025 and of the profit of
UDTL for the year ended on that period;

• proper and sufficient 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 financial Statement for FY 2024-25 were
prepared on a Going Concern basis;

• they have laid down internal financial controls to be
followed by your Company and that such internal
financial controls are adequate and operating
effectively;

• devised the proper system to ensure compliance with
the provisions of all applicable laws and that such and
were adequate and operating effectively.

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 afforded 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-off 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, affecting the
financial 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 significant 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
Differential 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 affect 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 Benefit Act, 1961, extending all statutory
benefits 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 differ.

Important factors that could make difference to UDTL's
operations includes, Global and India's Demand, Supply
conditions, finished 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 financial
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 efforts remain integral to the Company's
success.

For and on behalf of Board of
United Drilling Tools Limited

Sd/-

Pramod Kumar Gupta

Date: 12/08/2025 Chairman

Place: New Delhi DIN: 00619482