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United Van Der Horst Ltd Directors Report

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United Van Der Horst Ltd Share Price directors Report

To, The Members United Van Der Horst Limited

Your Companys Board of Directors ("Board") are pleased to present the 39th Annual Report of United Van Der Horst Limited (‘UVDHL) on the Business and operations along with the audited financial statements for the Financial Year ended on March 31, 2026.

1. FINANCIAL SUMMARY / HIGHLIGHTS:

During the financial year, the performance of the Company is as under:

(Amounts in Lakhs)

Particulars Standalone Consolidated
Year ended March 31, 2026 Year ended March 31, 2025 Year ended March 31, 2026
Total Income 3,281.54 3,066.27 3,218.54
Less : Expenses 2,492.62 2,479.82 2,492.62
Profit/(Loss)before exceptional items and tax 788.92 586.45 788.92
Share of Profit/ (loss) of 1.18
Associates
Exceptional items - - -
Profit before tax 788.92 586.45 790.10
Less: Current Tax 170.98 118.75 170.98
Less: Deferred Tax 26.45 23.78 26.45
Less: (Excess) / Short 69.64 8.17 69.64
Provision of earlier year
Net Profit (Loss) for the period before Comprehensive 521.85 435.72 523.03
Income
Other Comprehensive Income (0.74) (0.75) 0.74
Total Profit/(Loss) 521.11 435.00 522.29

*As the Company did not have any subsidiary, joint venture or associate in the previous year, previous year comparative figures are not presented, in accordance with the exemption available under Schedule III to the Companies Act, 2013 for the first financial statements of a reporting entity.

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

The Companys performance is not just about once- a-year affair. It is the continuity that the company strives to achieve each year to build a strong product line and to bring operational efficiencies to improve the quality of products. The company is also devoting a lot of efforts in research and development of new technology which will result into substantial growth of the company in future and optimum utilization of resources procured by the Company. Our proactive approach involves identifying key trends, crafting strategic responses to gain a competitive edge and effectively manage risks.

During the financial year ended March 31, 2026, the Companys total revenue from operations including other income on a standalone basis was Rs.3,281.54 Lakh as compared to

Rs.3,066.72 Lakh in the previous year. During the financial year ended March 31, 2026, the

Company and its subsidiarys total consolidated revenue from operations including other income on a consolidated basis increased to Rs.3,281.54 Lakh as against Rs.3,066.27 Lakh in the previous year. During the financial year ended March 31, 2026, Standalone Profit before

Tax and Exceptional item increased to Rs.788.92 Lakh as against Rs.586.45 Lakh in the previous year whereas Consolidated Profit before Tax and Exceptional item is Rs.790.10 Lakh The Standalone Net Profit for the financial year ended March 31, 2026, 521.11 Lakh as against Rs.435.00 Lakh in the previous year while the Consolidated Net Profit is Rs.523.03 Lakh

3. TRANSFER TO RESERVES:

Your Company has proposed not to transfer any amount to the reserve for the Financial Year 2025-2026.

4. DIVIDEND:

During the financial year under review, the Board of Directors at itsmeeting held on February

06, 2026, approved and declared an Interim Dividend of Rs. 0.20/- (Rupees Twenty Paisa Only) per equity share, representing 20% of the face value of Rs. 1/- each on 6,89,50,000 equity shares of the Company. The Interim Dividend amounted to an aggregate outflow of Rs.

1,37,90,000/- (Rupees One Crore Thirty-Seven Lakh Ninety Thousand only).

The Interim Dividend was payable to the equity shareholders whose names appeared in the Register of Members/records of the Depositories as on the Record Date, i.e., February 13, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

5. SHARE CAPITAL:

Split/ Subdivision of Shares:

During the Financial Year 2025-2026 , pursuant to shareholders approval by way of Postal Ballot on November 07, 2025, every 1 (one) fully and partly paid-up equity share having face value of Rs. 5/- (Rupees Five Only) each was sub-divided into 5 (Five) fully and partly Equity Shares having face value of Rs. 1/- (Rupee One Only) each ranking pari-passu with each other in all respects. The sub-division was undertaken with the objective of improving the liquidity of the Companys shares, making them more affordable for small investors and broadening the

Companys investor base. Details of Sub-division/ Split of Shares are as follows:

Type of Pre Sub-division Post Sub-Division
Capital No. of Equity Shares Face Value Per Share (INR) Total Share Capital (INR) No. of Equity Shares Face Value Per Share (INR) Total Share Capital (INR)
Authorised Share Capital
Authorised 1,40,00,000 5 7,00,00,000 7,00,00,000 1 7,00,00,000
Share Capital

 

Issued, Subscribed and Paid-up Share Capital
Type of Shares No. of Equity Shares Face Value/ Paid up Value Per Share (INR) Total Share Capital (INR) No. of Equity Shares Face Value/ Paid up Value Per Share (INR) Total Share Capital (INR)
Fully Paid 1,37,87,400 5 6,89,37,000 6,89,37,000 1 6,89,37,000
Partly Paid* 2,600 2.5 6,500 13,000 0.50 6,500

*The abovementioned Partly paid-up shares are fully issued and fully subscribed

6. CHANGE IN THE NATURE OF BUSINESS:

There has not been any change in the nature of business of the Company during the Financial Year ended on March 31, 2026.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the statements relate and the date of this report.

8. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with the Chapter V of the Act is not applicable.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary Company. As on March 31, 2026, the Company has one Associate Company. The Company does not have any Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient featuresoffinancialstatements, performance, position of each of the subsidiaries are given in " andfinancial Form AOC-1" as ‘Annexure-A to this Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Board of Directors

Sr. No. DIN Name Designation
1 00270607 Mr. Jagmeet Singh Sabharwal Chairman & Managing Director
2 07826136 Mr. Akshay Ashokan Veliyil Non-Executive Non- Independent Director
3 09570188 Ms. Tripti Nishant Sawant Non-Executive Independent Director
4 10877542 *Mr. Adarsh Khandelwal Non-Executive Independent Director

*The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Adarsh Khandelwal was appointed as Additional Non-Executive Independent Director of the Company w.e.f. January 04, 2025 and the same was approved by the Shareholders vide resolution passed at Annual General Meeting held on September 26, 2025. b. Key Managerial Personnel (KMPs):

In terms of Section 203 of the Act, the KMPs of the Company during the Financial Year 2025-26 are as follows:

Sr. No. Name of KMPs Designation
1 Mr. Jagmeet Singh Sabharwal Chairman & Managing Director
2 Mr. Kalpesh Kantilal Shah Chief Financial Officer
3 Mr. Ronak Parakh Company Secretary & Compliance Officer

i. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Ashokan Veliyil (DIN: 07826136), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (2) of the Companies Act, 2013.

Subsequent to closure of the Financial Year i.e March 31, 2026 - ii. Re-Appointment of Mr. Jagmeet Singh Sabharwal (DIN:00270607) As Chairman & Managing Director of the Company for further term of three years:

The Shareholders are hereby informed that, pursuant to the applicable provisions of Sections 196, 197, 198 and 203 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Jagmeet Singh Sabharwal was appointed as the Managing Director of the Company at the 36th

Annual General Meeting for a period of three years, with effect from August 18,

2023 to August 17, 2026.

The Board of Directors, at its meeting held on August 6, 2026, approved the re-appointment of Mr. Jagmeet Singh Sabharwal as the Chairman & Managing

Director of the Company for a further period of three years, with effect from August

18, 2026 to August 17, 2029, subject to the approval of the Shareholders.

Accordingly, the approval of the Shareholders for the aforesaid re-appointment is being sought at the ensuing Annual General Meeting, as set out in the Notice of this AGM.

11. INDEPENDENT DIRECTORS:

The Company recognises and greatly values the diverse expertise, experience, knowledge and strategic guidance provided by the Independent Directors on its Board. Their independent perspective and informed oversight continue to contribute significantly to the effective functioning of the Board and to the Companys governance framework.

Each Independent Director has duly confirmed and declared his/her independence to the Company in accordance with Section 149(7) of the Companies Act, 2013 ("the Act"), confirming that he/she fulfils the criteria of independence prescribed under Section 149(6) of the Act.

The Company has also received the requisite declarations in accordance with sub-rule (3) of

Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as well as the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.Based on the declarations and confirmationsof the Independent

Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the

Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

Further, the Independent Directors have alsoconfi rmed that they have complied with the Companys code of conduct.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies

Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Also, the separate meeting of the Independent Directors has been duly convened on February 06, 2026.

12. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Program for the Independent Directors. The Programme is designed to facilitate a deeper understanding of the Companys business, operations, industry dynamics, governance practices and strategic priorities, thereby enabling the Independent Directors to effectively discharge their roles and responsibilities

The Company recognizes that continuous familiarisation and knowledge enhancement are essential for enabling Independent Directors to contribute effectively to Board deliberations and exercise informed, objective and independent judgment. Accordingly, appropriate briefings, presentations and interactions are facilitated from time to time, as may be considered necessary.

Further, upon the appointment of an Independent Director, the Company issues a formal Letter of Appointment setting out, inter alia, the terms of appointment, role, functions, duties, responsibilities and other applicable terms and conditions. The details of the Familiarisation

Programme undertaken by the Independent Directors during the financial year under review are disclosed separately in the Corporate Governance Report forming part of this Annual Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Board hereby confirms that during the financial year 2025-2026 no such orders passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company is committed to maintaining a robust and effective framework of internal financial controls commensurate with the size, scale and complexity of its operations. Accordingly, the Company has established and implemented comprehensive policies, procedures and control mechanisms across its operations to ensure the reliability and integrity of financial reporting, safeguarding of assets, prevention and detection of errors and frauds, accuracy and completeness of accounting records, and compliance with applicable laws and regulations.

The internal financial control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of the Companys business, the reliability of financial information, the protection of the Companys assets and the timely identification and mitigation of operational and financial risks. The adequacy and effectiveness of these controls are monitored periodically and are subject to review by the management and the Board of Directors.

The Board, through the Audit Committee, periodically reviews the observations, findings and recommendations arising from the reports of the Statutory Auditors, Internal Auditors and Secretarial Auditors, as applicable. Appropriate corrective and preventive measures are initiated wherever considered necessary to strengthen the control environment and address identified areas of improvement.

During the year under review, no material or serious adverse observation was reported by the Internal Auditors concerning any significant deficiency, inadequacy or inefficiency in the Companys internal financial control systems.

Further, subject to the matters, if any, described by the Statutory Auditors in their Report on the financial statements of the Company, the Company had, in all material respects, an adequate internal financial controls system over financial reporting, and such controls were operating effectively as at March 31, 2026.

The Management remains committed to continuously reviewing and strengthening the Companys internal control framework in line with evolving business requirements, regulatory expectations and best practices in corporate governance.

15. COMMITTEES OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirements) 2015, prescribed various committees with the aim of bringing basic framework governing the regime of listed entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI regulations/circulars governing equity. Considering this, the Board has 3 (three) mandatory committees as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015 which are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, compositions, meetings held during the financial year and attendance of the directors/ committee members at each meeting, are provided in the "Report on Corporate Governance" ‘Annexure F as a part of this Annual Report. Recommendations of all Committees have been accepted and implemented by the Board in the organization.

16. BOARD MEETINGS HELD DURING THE YEAR:

During the financial year, 5 (Five) Board Meetings were held, the maximum gap between any two Board Meetings did not exceed one hundred and twenty days, the details of meetings such as dates, Numbers of Directors present etc. are furnished in the Corporate Governance Report forming part of the Annual Report as "Annexure F".

17. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes intheconductofitsbusinessaffairsin a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has established and adopted robust Vigil Mechanism/Whistle Blower Policy for the benefit of all its directors and employees in conformation with Section 177(9) of the

Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) 2015, to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct.

It also provides for adequate safeguards against the victimization of employees and directors who avail the Mechanism pursuant to this policy and also allows direct access to the Chairperson of the Audit Committee in exceptional cases. We gladly inform you that No complaints were received during the Financial Year.

The policy is available on companys website at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/policies .

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

During the Financial Year 2025-2026, all Related Party Transactions entered with the related parties were at arms length and were in the ordinary course of the business in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and Policy of the Company for Related Party Transactions. The particulars of contracts or arrangement with Related Parties which are material in nature are furnished in ‘Form AOC-2 attached as "Annexure B" and forms part of this Report.

19. PARTICULARS OF REMUNERATION TO EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration is annexed herewith as "Annexure C" to this Report

20. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return for the financial year ended March 31, 2026 in form MGT-7 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. The Company is required to host a copy of annual return on the website, if any of the Company and as web link of the same to be given in the Directors Report and same will be placed on the below mentioned web- address at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/annual-returns .

The Annual Return of 2025-2026 will be placed after completing the Annual filings.

21. AUDIT REPORTS AND AUDITORS: a) Statutory Auditors:

In line with the provisions of Section 139 of Companies Act, 2013 and rules made thereunder the company continues the appointment of M/s. CKSP and Co. LLP (FRN: 131228W/ W100044) earlier known as M/s. Chokshi and Co. LLP Chartered Accountants for second term of consecutive 5 years to hold office from the conclusion of Annual General Meeting held for the financial year ended March 31, 2022 till the conclusion of Annual General Meeting to be held for the financial year ended March 31, 2027. However, Pursuant to notification issued by the Ministry of Corporate Affairs on May 07, 2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every

Annual General Meeting ("AGM") has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM

Considering this, the auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2026, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors Report, which calls for any further comments or explanations.

b) Secretarial Auditor:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. At the Board Meeting held on August 14, 2025 Directors have appointed M/s. AVS & Associates, Company Secretaries, as a Secretarial Auditor of the Company for a term of 5 (five) consecutive years, commencing from the conclusion of the 38th Annual General Meeting until the conclusion of the 42nd Annual General

Meeting to be held in the financial year 2030 31, covering the audit period of five financial years from 2025 26 to 2029 30. Secretarial Audit Report issued by M/s. AVS & Associates, Company Secretaries in Form MR-3 for the financial year 2025-2026 forms part of this report as "Annexure E". The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

22. EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis report for the year under review, as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section covering the performance and outlook of the Company is attached and forms part of this Report as

"Annexure G"

24. CORPORATE GOVERNANCE REPORT:

Your Companys philosophy on Corporate Governance is founded on the principles of transparency, integrity, fairness, accountability and responsible corporate conduct towards all its stakeholders. The Company firmly believes that sound corporate governance practices are fundamental to building and sustaining stakeholder confidence, creation and fostering a culture of ethical and responsible decision-making. Accordingly, your Company is committed to maintain the high standards of corporate governance and adhere to corporate governance requirements. As required by Regulation 34 (3) read with Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as

"Annexure F"

The Company believes that its commitment to robust corporate governance practices not only ensures regulatory compliance but also reinforces its responsibility towards shareholders and other stakeholders and supports the Companys objective of sustainable and long-term growth.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and Section 134(5) of the Companies Act 2013, the Directors of your Company, to the best of their knowledge and belief and according to the information and explanations obtained from them in normal course of their work, state that in all material respects: a) In the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the Profit and loss of the Company for the year ended on that date; c) The Directors had taken proper and sufficient accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the financial

31, 2026 on a ‘going concern basis. e) Directors had laid down adequate financialcontrols and that the financial controls were adequate and were operating effectively. f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

26. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of section 178 of Companies Act, 2013 read with the rules made there under and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior

Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection

(3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or reenactment(s) thereof for the time being in force).The said Policy also includes criteria for making payments to Non- Executive Directors. Policy is available at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/policies

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments made, if any, under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in Notes to the Financial Statements of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ‘Annexure-D of this Boards report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At your company, all employees are of equal value. Your Company firmlybelieves in providing a safe, supportive and friendly workplace environment – a workplace where our values come to life through underlying behavior. Your Company believes in providing and a workplace free from harassment and gender-based discrimination. The Company has set up Internal Complaints Committees in line with Section 177(9) of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015. ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. During the Financial Year under review, no complaints were received regarding Sexual Harassment at the workplace in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The relevant details as required to be furnished under the applicable laws are as follows:

Number of complaints filed during the financial year Nil
Number of complaints disposed-off during the financial year Nil
Number of complaints pending at the end of the financial Nil

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

A. Conservation of Energy Technology Absorption: I. Steps taken or impact on conservation of energy:

All the manufacturing/servicing/job work facilities continued their efforts to reduce at specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

3 LED lights in office in place of CFL in offices.

3 Encouraging Go Green Initiatives

3 Use of Natural Ventilation

3 Switch off electrical appliances, whenever not required.

II. The Steps taken by the company for utilizing alternate sources of energy:

The servicing units continue to put efforts to reduce specific energy consumption. The

Company is in process for evaluating other sources of energy like solar panel etc.

III. Capital investment on energy conservation equipments:

During the Financial Year, the company has not made any new investments in the energy conservation equipments which is capital in nature.

B. Technology Absorption:

• Efforts made towards technology absorption : The Company has ongoing basis absorbed the technology for servicing of products and major up gradation process was carried out to reduce the cost.

• Benefits derived as a result of above efforts:

Product improvement, cost, reduction, product development etc. The Company is developing the ways for technology absorption, adaptation and innovation.

• In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): No new technology has been imported during the year.

• Expenditure Incurred on Research and Development:

The Company has spent required amount for research and development ongoing basis.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

• Foreign Exchange Earning - NIL

• Foreign Exchange Outgo - NIL

32. RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

All companies face risk; without risk without which rewards are less likely. Effective risk management can add value to any organization. An effective risk management framework seeks to protect an organizations capital base and earnings without hindering growth.

The Board of directors of your company has approved Risk management policy wherein all the risk are identified and assessed and functions enterprise wide. The Audit Committee of the and controls. Major risk identified Boardhasadditionaloversight in the area of financial by the business and functions are systematically addressed through mitigating actions on a continuous basis. The board also reviews this policy on periodic basis.

33. SECRETARIAL STANDARDS COMPLIANCE:

Your Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company secretaries of India and approved by the Government of India under section 118 (10) of the Companies Act, 2013. Thus the Company hereby confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

34. COST RECORDS:

During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

35. BOARD EVALUATION:

Your Company recognizes the importance of a diverse board the company has optimum mix of directors having experience and expertise required for the efficient working. The provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides evaluation process with various aspects of functioning of Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation, governance, etc. Accordingly the Companys policy is in line with the provisions of the same. The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman, Board and the Non Independent Directors was carried out by the Independent Directors at their respective meeting held on February 06, 2026. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions. The evaluation process endorsed the Board Members confidencein the ethical standards of the Company, the cohesiveness that exists amongst the

Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

The Policy for Evaluation of performance of Board of Directors of the Company is available at website of the Company http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/ policies

36. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act,

1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

38. OTHER DISCLOSURES: i) During the financial year under review, no application has been made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. ii) the Company has not entered into any one-time settlement with any bank or financial institution during the financial year under review.

39. ACKNOWLEDGMENT:

Your directors would like to acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year. Your directors place on records their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the company

For and on behalf of the Board of Directors
United Van Der Horst Limited
Sd/-
Jagmeet Singh Sabharwal
Chairman and Managing Director
DIN : 00270607
Place: Navi-Mumbai
Date: August 06, 2026
Registered Office:
E.29/30, MIDC, Taloja,
Navi Mumbai- 410208,
Maharashtra, India.

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