United Credit Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

Your directors are pleased to present the Fifty-fourth Annual Report and he audited financial statements of the Company for the financial year ended 31^st March, 2025.

FINANCIALHIGHLIGHTS

Financial Highlights of the Company for the financial year under review as compared to the previous financial year are given hereunder:

	(Rs. in Lacs)
Particulars	2024-25	2023-24
Revenue from operations	343.59	339.56
Other Income	30.83	70.94
Total	374.42	410.51
Profit/(Loss) before Taxation	130.14	207.67
Provision for Taxation	28.75	44.12
Net Profit	101.39	163.55
Other Comprehensive Income/ (Loss)(net of tax)	(2.07)	0.67
Total comprehensive Income	99.31	164.22

STATE OF THE COMPANYS AFFAIRS

During the year under review the Company has been able to achieve profit before tax of Rs.130.14 lakhs as against Rs.207.67 lakhs in the previous year.

There is no change in the nature of business carried on by the Company. The Company is principally engaged in Non-Banking Financial activities. The Company earns its revenue from interest on loan and rent.

The financial statements for the financial year ended 31^st March, 2025 have been prepared in accordance with the provisions of Sections 129, 133 and Schedule III of the Companies Act, 2013 as amended and Ind AS as applicable for Non-Banking Financial Companies.

During the year under review the Company has achieved a total revenue of Rs. 343.59 lakhs as compared to Rs.339.56 lakhs in the previous year.

FUTURE OUTLOOK

The Company is well-positioned to achieve sustainable growth across its diversified business segments— lending, real estate investments, and equity trading. Recent regulatory measures, including the Reserve Bank of Indias reduction in the interest rate and adjustments to the Cash Reserve Ratio, are expected to ease funding costs for Non-Banking Financial Companies (NBFCs), thereby improving margins and enhancing credit off-take.

In the real estate investment sector, the outlook remains positive. The easing of interest rates and improved affordability are likely to stimulate demand in both residential and commercial property markets. Additionally, increased investor interest in real estate assets is expected to bolster the Companys investment portfolio. In the equity trading domain, the growing participation of retail investors and the expansion of wealth management services present opportunities for enhanced returns. By leveraging these market trends and maintaining a disciplined approach to risk management, the Company aims to deliver balanced and profitable growth in the coming year.

TRANSFER TO RESERVES

During the year under review, your Company has transferred a sum of Rs.20.28 lakhs to Reserve Fund as pernorms prescribed by the Reserve Bank of India.

DIVIDEND

Considering the requirement of fund for day-to-day business operation and proposed diversification, the Directors did not recommend any dividend for the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loan given and investments made are furnished in Note Nos. 6 and 7 of the notes to the financial statements. The Company did not give any guarantee or provide any security in connection with a loan to any other body corporate or person during the financial year under review. The Company being an NBFC nothing contained in Section 186 of the Companies Act, 2013 except Sub-section (1) shall apply.

DEPOSITS

The Company has not accepted any public deposit during the year under review. There is also no unclaimed or unpaid deposit as on 31^st March, 2025.

RELATED PARTY TRANSACTIONS

During the financial year ended 31^st March, 2025 all contracts/arrangements/transactions entered into by your Company with Related Parties were on arms length basis and in the ordinary course of business There are no material transactions with any Related Party as defined under Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. All Related Party transactions have been approved by the Audit Committee of your Company and are reviewed by it on a quarterly basis.

The Company has voluntarily formulated the policy in dealing with related party transactions although compliance with the provisions of corporate governance is not applicable to the Company at present. The policy can be accessed in the web link https://unitedcreditltd.com/wp- content /uploads/2024/08/cmspage_678_data.pdf.

The details of contracts and arrangements with Related Parties as per Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and other applicable statutory provisions are given in Note No. 27 of the Notes to the Financial Statements, forming part of this Annual Report.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year under review and the date of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self- assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid to the members of the Board and its Committees are provided in the Report on Corporate Governance.

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report:

1. Mr. Ashok Kumar Dabriwala - Chairman and Managing Director

2. Mr. Samarjit Jain - Chief Financial Officer

3. Ms. Deepali Gupta - Company Secretary Retirement of Directors

Mr. Nandanandan Mishra (DIN: 00031342) and Mr. Raj Mohan Choubey (DIN:00031305), retired from the Company upon completion of their 2^nd term as Non - executive Independent Directors on 25^th September, 2024. They have stepped down from the Board w.e.f. 25^th September, 2024.

Your Board of Directors wishes to place on record its sincere appreciation for the exemplary services rendered by Mr. Nandanandan Mishra, Mr. Raj Mohan Choubey during their long association with the Company and immense contribution to success of the Company.

Appointment of Directors

Mr. Surush Kumar Kandoi (DIN:00482350) and Mrs. Rashmi Bihani (DIN:07062288) were appointed as NonExecutive & Independent Directors by the Members at 53^rd Annual General Meeting of the Company for the 1^st term of five consecutive years, whose office shall not be liable to retire by rotation.

MEETINGS OF THE BOARD AND ITS COMMITTEES

Details of meetings of the Board and its Committees held during the financial year ended 31^st March, 2025 are given in the enclosed statement marked Annexure ‘A.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure therefrom;

ii) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for that period;

iii) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they had prepared the annual ccounts on a going concern basis;

v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

The Company has in place a comprehensive risk management policy, which is reviewed periodically by the Board of Directors. As of now the Directors do not envisage any element of risk which may threaten the existence of the Company. The Policy can be accessed on the Companys Website at: - https://unitedcreditltd.com/wp- content/uploads/2024/08/cmspage_1323_data.pdf

CORPORATE GOVERNANCE

Transparency is the cornerstone of companys philosophy, and the company adheres to all corporate governance requirements in letter and spirit. All the Committees of the Board of Directors meet regularly as required in terms of SEBI Listing Regulations. The Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Companys Directors, Key Management Personnel, and Senior Management Personnel have complied with the approved ‘Code of Conduct for Board of Directors and Senior Management Personnel. According to Schedule V of the SEBI Listing Regulations, a declaration to this effect, signed by the Managing Director and CEO of the Company, forms part of the Annual Report.

The Report on Corporate Governance, as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-IV. The Auditors Certificate on compliance with corporate governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a certificate from the Managing Director & CEO and DirectorFinance & CFO is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report forms part of this report.

COMPOSITION OF AUDIT COMMITTEE

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee are accepted by your Board. Name of the Audit Committee members, number of meetings held during the year under review, terms of reference and other requisite details have been provided in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees, such as, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, The details of composition, terms of reference, etc., pertaining to these committees are mentioned in the Corporate Governance Report which forms part of this Annual Report.

PROHIBITION OF INSIDER TRADING

The Company has formulated and published on its official website, Codes of Fair Disclosure and Conduct for prohibition of insider trading pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended.

The Company has formulated various Policies and Procedures as per requirement of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which, amongst others, include

(i) Policies and Procedures for enquiry in case of leak of unpublished price sensitive information.

(ii) Process for how and when people are brought inside on sensitive transactions.

(iii) Internal Controls Systems

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established for directors and employees of the Company, a vigil mechanism as per requirement of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, to enable them to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The policy of vigil mechanism / whistle blower may be accessed on the Companys website a the link:- https://unitedcreditltd.com/wp-content /uploads/2024/08/cmspage_1324_data.pdf

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility are not applicable to the Company as the net worth, turnover and net profit during the financial year under review are less than the stipulated amount. Accordingly, no policy has been framed by the Company on Corporate Social Responsibility.

BUSINESS RESPONSIBILITY REPORT

As stipulated in Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, business responsibility report is not applicable in case of the Company.

TRANSFER OF EQUITY SHARES AND UNPAID DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

As per statutory requirement, dividends declared up to the financial year 2012-2013 which remained unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the Companies Act, 2013 within the stipulated time. The Company had last declared dividend in the financial year 2018-2019 which would be due for transfer in the year 2026.

In terms of Section 124(6) of the Act read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended (‘IEPF Rules) all such shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are also required to be transferred to IEPFAuthority. The Company has transferred the shares in respect of unclaimed dividend up to the financial year 2009-2010 in favour of the IEPF Authority, on 30th November, 2017.

As per record maintained by CBM, after this transfer, presently there are no shares of the Company which are required to be transferred to IEPF.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORTS (IF ANY)

There was no Voluntary revision of Financial Statements or Boards Reports during previous Financial Years.

STATUTORY AUDITORS AND AUDITORS REPORT

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. L.B. Jha and Co. (ICAI Firm Registration No.301088E), Chartered Accountants was appointed as the Auditors of your Company for a consecutive periodof 5 (five) years from the conclusion of the 51^st Annual General Meeting held in the year 2022 until conclusion of the Annual General Meeting to be held in 2027.

The reports given by the Auditors on the Financial Statements of your Company for the financial year ended March 31, 2025, form part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of your Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDITOR AND AUDIT REPORT

In accordance with the requirement of Section 204 of the Companies Act, 2013, Mr. Sumantra Sinha, Practising Company Secretary has been appointed to conduct Secretarial Audit for the financial year ended 31^st March, 2025.

A report made by him, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached marked Annexure ‘D.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2024 vide Notification No.SEBI/LAD-NRO/GN/2024/218 establishing detailed norms governing the appointment, reappointment, and removal of secretarial auditors in listed entities the Board of Directors at its meeting held on 28th May 2025 has recommended the appointment of Mr. Sumantra Sinha, Company Secretaries, as the Secretarial Auditor of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting for a period of five (5) consecutive financial years i.e. from the conclusion of the 54th Annual General Meeting until the conclusion of the 59th Annual General Meeting of the Company to be held in the year 2030.

SECRETARIAL COMPLIANCE REPORT

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25, in line with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8th February 2019, for all applicable compliances, in line with the SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report will be submitted to stock exchanges within 60 days of the end of the financial year 2024-25.

COMPLIANCE WITH SECRETARIALSTANDARDS

In terms of Para 9 of Secretarial Standard on meetings of the Board of Directors (SS-1), it is confirmed that all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Companys nature of business

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being engaged in non-banking financial activities, the question of conservation of energy and technology absorption does not arise.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings in any manner. However, during the year an expenditure of Rs. 10.47 lakhs was made in foreign currency.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There is no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the Company and Companys operations in future.

LISTING WITH THE STOCK EXCHANGES

The Companys Equity Shares are listed with The Calcutta Stock Exchange Limited and BSE Limited

INTERNAL FINANCIAL CONTROLS

The Company has taken appropriate measures to ensure adequate internal financial control commensurate with the activities of the Company. Internal financial control is the responsibility of the Board of Directors. In line with the requirement of the relative provisions of the Companies Act, 2013, the Company has taken necessary steps for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

In compliance with the requirement of Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the management has taken necessary steps for design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

EXTRACT OF ANNUAL RETURN

The Companys Annual Return in Form MGT-7 can be viewed on the Company website www.unitedcreditltd.com

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.

In compliance with Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The details of the above policy has been placed on the website of the Company and may be accessed at the link https://unitedcreditltd.com/wp-content/uploads/2024/08/cmspage_1325_data.pdf

The salient features of the policy are given hereunder:

As a matter of policy, the Company appoints directors from various fields. The present composition of the Board comprises of personnel with experience in finance, statutory matters and various economic activities.

The Policy stipulates the criteria

(i) To determine qualifications, positive attributes and independence of directors as well as to ensure a fair and reasonable remuneration on the basis of appropriate appraisal by the Nomination and Remuneration Committee in line with the requirement of Companies Act, 2013;

(ii) to tap out untapped creativity of the employees and to motivate the employees to give their best for the growth and prosperity of the Company;

(iii) to ensure consistency in compensation on the basis of qualification, experience and ability toperform.

It also prescribes composition of remuneration payable to non-executive directors, managing directors, wholetime directors, managers and key managerial personnel.

PERFORMANCE EVALUATION

The annual evaluation process of the Board of Directors as a whole, individual Directors and Committees of the Board was conducted in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Competency, experience and qualification are the principal criteria of evaluation and accordingly the performance evaluation of the Board, its committees and individual directors has been made on the basis of knowledge, expertise and experience in their respective fields and attendance of the directors in the meetings. The independent directors also reviewed the performance of the entire Board including the Chairman in the meeting held on 11^th August, 2024.

The Board conducted the annual evaluation of the performance of the directors and the Chairman obtained the views of the members of the Board and its committees and feed back was provided to the members.

DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS AND EMPLOYEES OF THE COMPANY

Disclosure pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure ‘F.

The Company has got no employee who is in receipt of remuneration mentioned in Rule 5(2) (i), (ii) and (iii) of the said Rules. However, a statement showing the names of top ten employees in terms of remuneration drawn and other details in accordance with the requirement of Rule 5(2) of the said Rules is annexed marked Annexure ‘G.

COMPLIANCE OF PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: Nil

b. number of complaints disposed of during the financial year: Nil

c. number of complaints pending as on end of the financial year: NIL

d. number of complaints pending for more than ninety days: NIL

SUBSIDIARIES

The Company has no subsidiary as on 31^st March, 2025 However Company has formulated a policy for determining material subsidiaries. The policy has been disclosed on the website of the Company and may be accessed at the link: https://unitedcreditltd.com/wp-content/uploads/2025/08/policy-on-material-subsidiary.pdf

FRAUDS

The Auditors of the Company have not reported any fraud to the Audit Committee or to the Board as specified under Section 143(12) of the Companies Act, 2013

CAPITAL STRUCTURE

During the year under review the Company has not issued any shares including sweat equity shares to the employees of the Company under any scheme and shares with differential rights also dividend, voting or otherwise.

There has been no change in the capital structure of your Company during the year under review.

INSOLVENCY AND BANKRUPTCY CODE

No application was made and no proceeding is pending under the Insolvency and Bankruptcy Code 2016 during the year.

INSIDER TRADING & STRUCTURED DIGITAL DATA BASE

The Company has implemented the Code of Internal Procedure & Conduct as required under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulation.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and sincere co-operation the Company has received from the statutory authorities, stakeholders, customers and bankers.

Your Directors also wish to thank all the employees for their dedicated and committed service to the Company.

	For and on behalf of the Board
	Sd/-
	Ashok Kumar Dabriwala
Kolkata-700016	Chairman & Managing Director
August 11,2025	DIN:00024498