Univa Foods Ltd Directors Report

Dear Members,

The Directors have the pleasure in presenting the 35th Annual Report on the Business and Operations of your Company and the Audited Financial Statements for the year ended 31st March, 2026.

1. Financial Highlights:

The financial highlights of the Company for the financial year ended March 31, 2026 are as follows:

(in Lakhs)

Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from operations	15	0
Other Income	0	2
Total Income	15	2
Expenditure	27.72	22.84
Profit / (Loss) for the year Before Tax	(12.72)	(20.84)
Less: Tax Expenses	0	0
Net Profit/(Loss) After tax	(12.86)	(20.84)

2. State of Companys Affairs:

During the financial year ended March 31, 2026, the Company reported a loss of Rs. 12.86 lakhs as compared to a loss of Rs. 20.84 lakhs in the previous financial year.

The Company continues to focus on improving its operational efficiency, strengthening its financial position and exploring suitable business opportunities for sustainable growth.

3. Dividend

The Board of Directors has not recommended any dividend on the Equity Shares of the Company for the financial year ended March 31, 2026.

4. Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year under review.

5. Capital Structure

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs. 16,10,00,000 (Rupees Sixteen Crore Ten Lakhs Only), divided into 1,61,00,000 Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 14,32,28,000 (Rupees Fourteen Crore Thirty-Two Lakhs Twenty-Eight Thousand Only), comprising 1,43,22,800 Equity Shares of Rs.10/- each.

There was no change in the Issued, Subscribed and Paid-up Equity Share Capital of the Company during the financial year under review.

6. Share Capital

During the financial year under review:

a) The Company has not issued any equity shares with differential rights.

b) The Company has not issued any Sweat Equity Shares.

c) The Company has not issued any Employee Stock Options.

7. Material Changes and Commitments affecting the Financial Position of the Company

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report.

8. Amount transferred to Reserves

During the year under review, no amount was transferred to the General Reserve. The closing balance of reserves and surplus is disclosed in the Financial Statements forming part of this Annual Report.

9. Directors and Key Managerial Personnel

During the financial year under review and subsequent thereto, there were changes in the composition of the Board of Directors and Key Managerial Personnel of the Company, as detailed below:

Appointments of Directors:

• Appointment of Mr. Sachin Shivaji Wagh (DIN: 01056774) as an Additional Non-Executive Independent Director of the Company for a period of 5 (five) years from October 25, 2025 to October 24, 2030.

• Appointment of Mrs. Kinjal Bhavin Gandhi (DIN: 09376071) as an Additional Non-Executive Independent Director of the Company for a period of 5 (five) years from October 25, 2025 to October 24, 2030.

• Appointment of Mr. Pravin Chauhan (DIN: 11439345) as an Additional Director in the Executive category with effect from March 11, 2026 and as Managing Director of the Company for a period of 5 (five) years from March 11, 2026 to March 10, 2031.

• Appointment of Mr. Jignesh Barot (DIN: 08184643) as an Additional Director in the category of Non- Executive Independent Director of the Company for a period of 5 (five) years from April 2, 2026 to April 1, 2031.

• Appointment of Ms. Rinku Saini (DIN: 11059678) as an Additional Director in the category of Non- Executive Independent Director of the Company for a period of 5 (five) years from April 2, 2026 to April 1, 2031.

Resignation / Cessation of Directors:

• Resignation of Mr. Prasoon Mishra (DIN: 06497540) from the position of Independent Director of the Company with effect from October 31, 2025.

• Resignation of Ms. Gayathri Srinivasan Iyer (DIN: 09054785) from the position of Independent Director of the Company with effect from October 31, 2025.

• Resignation of Mr. Mallinath Madineni (DIN: 01556784) from the position of Managing Director of the Company with effect from March 11, 2026.

• Resignation of Mr. Sachin Shivaji Wagh (DIN: 01056774) from the position of Non-Executive Independent Director of the Company with effect from April 2, 2026.

• Resignation of Mrs. Kinjal Bhavin Gandhi (DIN: 09376071) from the position of Non-Executive Independent Director of the Company with effect from April 2, 2026.

Key Managerial Personnel:

• Mr. Pravin Chauhan was appointed as the Chief Financial Officer of the Company with effect from June 23, 2025 and subsequently appointed as Managing Director of the Company with effect from March 11, 2026.

• Mr. Gunjan Jain continued as the Company Secretary and Compliance Officer of the Company during the financial year under review.

10.Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

11.Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby states that-

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors 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,

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

12. Meetings of the Board and other Committees

During the financial year under review, the Company held seven (7) meetings of the Board of Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors have constituted the following committees,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details relating to the composition, terms of reference and meetings of the aforesaid Committees are provided in the Corporate Governance Report forming part of this Annual Report.

13. Particulars of Loans, Guarantee or Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the Financial Statements forming part of this Annual Report.

14. Risk Management

The Company has a robust Risk Management framework for identifying, evaluating and mitigating various business risks. The Board of Directors periodically reviews the risks faced by the Company and the measures undertaken to mitigate such risks.

The Board-approved Risk Management Policy is in place and is reviewed periodically to establish appropriate systems and procedures for mitigating the risks faced by the Company.

15. Deposits

The Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

16.Significant and Material orders passed by Regulators

During the year under review, no significant or material orders were passed by any regulator, court or tribunal which may impact the going concern status or future operations of the Company.

17. Adequacy of Internal Financial Controls

The Company has an adequate system of internal financial controls commensurate with the size and nature of its business. The internal financial control system is designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The internal financial controls of the Company were operating effectively during the financial year under review.

18. The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• Number of complaints received during the year -Nil

• Number of complaints disposed of during the year - Nil

• Number of cases pending for more than 90 days - Nil

19. Statement on Compliance with the Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year under review.

20. Related party Transaction / Disclosure

All related party transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. Accordingly, the provisions relating to disclosure of particulars of contracts or arrangements with related parties in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 are not applicable to the Company.

21. Annual Returns

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on its website at https://univafoods.co.in/investor-relation/annual-return/.

22. Particulars of Employees and Related Disclosures

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-I.

23. Auditors Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at the 33rd Annual General Meeting of the Company held on September 30, 2024, appointed M/s. B. M. Gattani & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office for a term of five consecutive years from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company to be held in the financial year 2029-30.

The Statutory Auditors have issued their Audit Report on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026. The said Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Mr. Ajay Yadav, Proprietor of M/s. Ajay Yadav & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and the Rules framed thereunder.

The Secretarial Audit Report for the financial year 2025-26, issued by M/s. Ajay Yadav and Associates, Practicing Company Secretaries, forms part of this Annual Report. The Secretarial Audit Report is self- explanatory and does not call for any further comments or explanation from the Board.

Internal Auditor

M/s Akash Prajapati, Chartered Accountant, was appointed as the Internal Auditor of the Company for the financial year 2025-26 to carry out the internal audit of the Company in accordance with the applicable provisions of the Companies Act, 2013.

24. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) and Section 149(7) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective and independent judgment.

The Independent Directors have also complied with the applicable requirements relating to registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities.

25. Policy on Directors Appointment and Remuneration

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

The Policy lays down the criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. It also lays down criteria for evaluation of the performance of Directors and for determining their remuneration, including performance-linked remuneration, with a view to attracting, retaining and motivating Directors, KMPs, Senior Management Personnel and other employees towards the long-term growth and success of the Company.

The Nomination and Remuneration Policy, including the criteria for determining qualifications, positive attributes and independence of a Director, is available on the website of the Company at https://univafoods.co.in/investor-relation/policies.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

(A) Conservation of energy: NA

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: NA

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year: -

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

27. Corporate Social Responsibility [CSR]

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company during the financial year under review. Accordingly, the provisions relating to Corporate Social Responsibility Committee, CSR Policy and expenditure on CSR activities are not applicable to the Company

28.Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company during the financial year under review. Accordingly, the provisions relating to Subsidiaries, Joint Ventures and Associate Companies are not applicable to the Company.

29.Opinion of the Board with regard to Integrity, Expertise and Experience of the Independent Director

In the opinion of the Board, all the Independent Directors of the Company possess the requisite integrity, expertise and experience required to effectively discharge their duties and responsibilities. Further, the Independent Directors have successfully cleared the proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

30. Annual evaluation of Performance of the Board, Its Committees and Individual Directors

The performance evaluation of the Board as a whole, its Committees and individual Directors was carried out in accordance with the criteria and framework adopted by the Company.

The Board evaluated its own performance and the performance of its Committees and individual Directors based on various criteria, including Board composition and structure, effectiveness of Board processes, quality and timeliness of information, participation and contribution of Directors and effectiveness of Committee functioning.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated. The Independent Directors, in a separate meeting, evaluated the performance of the Non- Independent Directors and the Board as a whole, including the performance of the Chairman of the Board.

31. Establishment of Vigil Mechanism

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism provides a formal channel for Directors, employees and other stakeholders to report concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct, without fear of retaliation.

The Whistle Blower Policy is available on the website of the Company.

32. Corporate Governance Report

The Corporate Governance Report pursuant to Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure-II.

33. Certification by the CEO and CFO

The Compliance Certificate pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, duly furnished by the Chief Executive Officer and Chief Financial Officer, forms part of this Annual Report as Annexure-III.

34. Declaration affirming Compliance of Code of Conduct

The Company has received confirmations from the Members of the Board of Directors and Senior Management Personnel regarding compliance with the Code of Conduct of the Company during the financial year under review.

A declaration by the Chief Executive Officer affirming compliance with the Code of Conduct by the Members of the Board of Directors and Senior Management Personnel forms part of this Annual Report as Annexure- IV.

35. Compliance Certificate by Practicing Company Secretary

A Certificate from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure-V.

36. Certificate of Non-Debarment / Non-Disqualification of Directors

A Certificate from the Practicing Company Secretary confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by SEBI, Ministry of Corporate Affairs or any other statutory authority forms part of this Annual Report as Annexure-VI.

37.Management Discussion and Analysis

The Management Discussion and Analysis Report pursuant to Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure- VII.

38.Statement on other Compliances

Your Directors state that there were no transactions or events during the financial year under review requiring disclosure or reporting in respect of the following matters:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013.

• Neither the Managing Director nor any other Director of the Company has received any remuneration or commission from any of its subsidiaries.

• Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

• Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Payment of remuneration or commission from any holding or subsidiary company to the Managing Director of the Company.

• Issue of debentures, bonds, warrants or any other convertible securities.

• Application filed for Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

• One-time settlement with any Bank or Financial Institution.

• Appointment of Cost Auditor, as the same is not applicable to the Company.

39.Acknowledgement

Your Directors would like to express their sincere appreciation to the Members of the Company, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and look forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.

On Behalf of the Board of Directors

For Univa Foods Limited

Sd/-

Deepak Babulal Kharwad

Director

DIN: 08134487

Date: 11-08-2026

Place: Mumbai