Thirdwave Financial Intermediaries Ltd Directors Report

The Directors present the 35th Annual Report along with the Audited Financial Statements of the Company for the year ended 31st March, 2025.

Standalone Financial Results

(Rs. in Lakhs)

Description	Financial Year 2024-25	Financial Year 2023-24
Total Income	184.44	143.85
Total Expenses	756.06	139.81
Profit/Loss before tax	-571.62	4.04
Current Tax / Deferred Tax Credit / (Charge) (net)	-7.24	-
Profit for the year	-564.38	4.04
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	-564.38	4.04
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-1.78	0.18

Consolidated Financial Results

(Rs. in Lakhs)

Description	Financial Year 2024-25	Financial Year 2023-24
Total Income	10208.42	-
Total Expenses	8624.40	-
Profit/Loss before tax	1584.52	-
Current Tax / Deferred Tax Credit / (Charge) (net)	-14.37	-
Profit for the year	1598.89	-
Other Comprehensive Income (net)	-450.55	-
Total Comprehensive Income	1148.34	-
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	5.05	-

Financial Performance and the State of Companys affairs

The total loss for the year is to Rs-564.38 lakhs as compared to profit of Rs. 4.04 lakhs in the previous year on standalone basis and total profit of Rs. 1148.34 lakhs in the current financial year i.e. 2024-25 on consolidated basis. Our Company is taking active steps to accelerate the growth of the Company in the coming years.

Dividend & Transfer to reserve

Considering the financial results of the Company for 2024-2025 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

Share Capital

The paid-up equity share capital was increased from Rs. 220.76 lakhs to 3,581.26 as on 31st March, 2025. During the year under review, the Company has done allotment of 86,05,000 (Eighty-Six Lakhs Five Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/- (Rupees Seventeen only) per equity share and allotment of 23,20,000 (Twenty-Three Lakhs and Twenty Thousand) Warrants at a price (including the Warrant Subscription price and the warrant exercise price) of Rs. 17/- (Rupees Seventeen only) each payable in cash (“Warrant Issue Price”) on preferential basis and allotment of 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each to as fully paid up at a price of Rs. 17/-(Rupees Seventeen only) per equity share pursuant to share swap on Preferential basis on 15th May, 2024.

Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report except for the events as mentioned in this report.

Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility do not apply to the Company.

Annual Return

Annual Return as at 31st March, 2025 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.uvshospitality.com.

Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025, and of the loss of the Company for the year ended 31st March, 2025.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1 )(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3 )(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2024-2025 and hence does not form part of this report.

Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipments: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

During the year under review, the Company has acquired 2 two subsidiary companies namely: British Brewing Company Private Limited and UVS Australia Pty Ltd. Further, there were no joint venture and associate companies during the year under review.

A report on performance and financial position of each of the subsidiaries during the year under review are furnished in Annexure-1.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statement of the Company, consolidated financial statements along with the relevant documents and separate audited financial of statements in respect of subsidiaries, are available on the Companys website at www.uvshospitality.com.

Change in the name of the Company

During the year under review, the name of the Company was changed from “Thirdwave Financial Intermediaries Limited” to “UVS Hospitality and Services Limited” w.e.f. 17th March, 2025 vide new certificate of incorporation received from Ministry of Corporate Affairs.

Corporate office of the Company

The Company is maintaining the books of accounts at Office No. 1205, Plot No. 14, REMI Commercio, Near Yash Raj Studio, Off Versova Road, Andheri West, Mumbai-400053, Maharashtra, India w.e.f. 11th July, 2024.

Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mr. Ajaya Kumar Panda (DIN: 08769895) was appointed as an Additional Director in the capacity of the Independent Director of the Company w.e.f. 7th October, 2024 for a period 5 (five) years from 7th October, 2024 to 6th October, 2029 and was approved by the members of the Company through Postal ballot which was concluded on 19th December, 2024.

b. Mr. Ajay Yadav (DIN: 09841715) was appointed as an Additional Director in the capacity of the Independent Director of the Company w.e.f. 21st October, 2024 for a period 5 (five) years from 21st October, 2024 to 20th October, 2029 and was approved by the members of the Company through Postal ballot which was concluded on 19th December, 2024.

c. The designation of Mrs. Rashmi Vartak (DIN: 10259700), was changed from the Whole-time Director of the Company to the Managing Director of the Company for a period of 5 (five) years from 7th October, 2024 to 6th August, 2029 and was approved by the members of the Company through Postal ballot which was concluded on 19th December, 2024.

d. The designation of Mr. Utkarsh Vartak (DIN: 09306253), was changed from the Managing Director of the Company to the Director of the Company in the category of Executive Director of the Company and was approved by the members of the Company through Postal ballot which was concluded on 19th December, 2024.

e. Mrs. Uma Rani Patil (DIN: 10963796), was appointed as an Additional Director in the capacity of the Independent Director of the Company from w.e.f. 19th March, 2025 for a period 5 (five) years from 19th March, 2025 to 18th March, 2030 and was approved by the members of the Company through Postal ballot which was concluded on 14th June, 2025.

f. Ms. Preeti Goyal (ACS No: A58762) was appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. 07th October, 2024.

During the year under review, the Board accepted resignation of the following:

g. Ms. Ekta Mahesh Panchal (DIN: 10259740) has tendered her resignation as an Independent Director of the Company with effect 19th March, 2025 due to other professional commitments.

h. Mr. Bhavesh Vora (DIN: 06814823) has tendered his resignation as an Independent Director of the Company with effect 19th March, 2025 due to other professional commitments.

i. Mr. Amey Gajanan Shringare (DIN 10365876) has tendered his resignation as an Independent Director of the Company with effect 21st November, 2024 due to other professional commitments.

j. Ms. Nisha Jain, has tendered her resignation as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. 28th September, 2024 due to personal reasons.

Directors to retire by rotation:

k. Mr. Utkarsh Vartak, Director (DIN: 09306253) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

Disclosure regarding Companys policies under Companies Act, 2013

The Companys policies on i) Directors appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.uvshospitality.com.

Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-2.

Number of Board Meetings:

During the financial year, the Board had met Twelve (12) times on 15th May, 2024, 23rd May, 2024, 30th May, 2024, 11th July, 2024, 13th August, 2024, 27th August, 2024, 7th October, 2024, 21st October, 2024, 7th November, 2024, 14th November, 2024, 13th February, 2025, 19th March, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the 34th Annual General Meeting of the Company was held on 28th September, 2024.

Committees of the Board:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Disclosure of Composition of Committees as on date:

Audit Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mrs. Uma Rani Patil	Member, Non - Executive Independent Director
3.	Mr. Utkarsh Vartak	Member, Executive Director

Nomination & Remuneration Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mr. Ajay Suresh Yadav	Member, Non - Executive Independent Director
3.	Mr. Utkarsh Vartak	Member, Non - Executive Independent Director

Stakeholders Relationship Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Independent Director
2.	Mrs. Uma Rani Patil	Member, Non - Executive Independent Director
3.	Mrs. Rashmi Vartak	Member, Managing Director

Meeting of Committees of the Board

During the year there were in total (Five) 5 Audit Committee Meetings, (Four) 4 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further, one meeting of the Independent Directors was held on 12th March, 2025.

Audit Committee: 30th May, 2024, 13th August, 2024, 7th November, 2024, 14th November, 2024 and 13th February, 2025

Nomination & Remuneration Committee: 7th October, 2024, 21st October, 2024, 7th November, 2024 and 19th March, 2025.

Stakeholders Relationship Committee: 30th May, 2024.

Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders Relationship committee.

The Independent Directors of the Company met separately on 12th March, 2025 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

Postal Ballot

During the year under review, the Company has conducted the postal ballot and the following resolutions were passed by the shareholders of the Company on 19th December, 2024 (being the last date of the postal ballot):

1. Appointment of Mrs. Rashmi Vartak (DIN: 10259700) as a Managing Director of the Company: (Change in Designation from Whole-Time Director to Managing Director)

2. Appointment of Mr. Utkarsh Vartak (DIN: 09306253) as a Director of the Company: (Change in Designation from Managing Director to Director)

3. Change in name of the Company from ‘Thirdwave Financial Intermediaries Limited to ‘UVS Hospitality and Services Limited and consequential alteration to MOA and AOA of the Company

4. Appointment of Mr. Ajay Yadav (DIN: 09841715) as a Non-Executive Independent Director of the Company

5. Appointment of Mr. Ajaya Kumar Panda (DIN: 08769895) as a Non-Executive Independent Director of the Company

6. Change in registered office of the Company

7. Material related party transactions with British Brewing Company Private Limited, a related party.

Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at Companys Website www.uvshospitality.com.

Particulars of Employees and Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31st March, 2025.

Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in todays world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Auditors:

i) M/s. T D K & Co., Chartered Accountant (FRN 109804W) are appointed as Statutory Auditors of the Company for conducting audit of financial statements of the Company for a period of 5 years in the 33rd Annual General Meeting held on 28th September, 2024.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. Further, the Board has approved the appointment of M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries as the Secretarial auditors of the Company for the financial year 2025-26 to 2029-30 subject to the approval of the members of the Company. The members are requested to consider and approve his appointment. The Secretarial Audit Report for the Financial year 2024-25 in Form MR-3 is enclosed as Annexure 3 forming part of this report.

iii) M/s. C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2024-25.

Auditors Report

The observations made in the Statutory auditors report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

The observations made in the Secretarial auditors report, read together with the relevant notes thereon are self-explanatoryand hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Act and SEBI Listing Regulations. The Corporate Governance regulations were applicable to the Company w.e.f. 1st October, 2024 pursuant to increase in the paid-up share capital and turnover exceeding the prescribed threshold as per Regulation 15(2) of SEBI Listing Regulations, 2015.

A report on Corporate Governance together with the certificate of the Company Secretary in practice confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-4.

Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers,Employees and Business Associates for their continued co-operation and support to the Company.

By Order of the Board of Directors

For UVS Hospitality and Services Limited

(Formerly known as Thirdwave Financial Intermediaries Limited)

Utkarsh Vartak

Chairman & Director

DIN: 09306253

Place: Mumbai

Date: 14th August, 2025