Univa Foods Ltd Directors Report

To the Members,

The Directors take pleasure in presenting Boards Report on the business and operations of your Company for the financial year 2024-25, along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary for the year ended is as follows:

(Rs. in Lakhs)

	For the current year ended March 31, 2025	For the previous year ended March 31, 2024
Revenue from operations	0.000	2.720
Other Income	2.000	3.590
Total Income	2.000	6.310
Expenditure	22.84	71.070
Profit / (Loss) for the year Before Tax	(20.84)	(71.070)
Less: Tax Expenses	0.000	0.000
Net Profit/(Loss) After tax	(20.84)	(71.070)

The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with Ind-AS notified under Section 133 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and urgent matters approved by way of circular resolutions, if any, are placed and noted at the subsequent Board Meeting.

During the financial year under review, 14 (fourteen) meetings of the Board were held. The particulars of the meetings held along with the attendance of each Director are detailed in the Corporate Governance Report and hence, not repeated here.

STATE OF COMPANYS AFFAIRS

During the year under review, the Company has been streamlining the management and compliance procedures, and hence, the Company has incurred losses. The Net Loss After Tax stands to be at Rs. 20.84 in Lakhs.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments impacting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

The Companys financial status has remained stable during this period, with no significant events or obligations arising that could affect the accuracy or completeness of the reported financial information.

SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW

No major events took place during the financial year. The period was marked by stability, with no significant incidents or changes impacting operations or financial performance. Overall, the year proceeded smoothly without any notable occurrences affecting the companys activities or results.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet as part of Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a

Companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed. The Board has a duly constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at https://univafoods.co.in/investor-relation/policies/.

CHANGE IN THE NATURE OF BUSINESS

The nature of the Companys business remained unchanged throughout the financial year. There were no alterations or shifts in its core operations, products, or services. The Company continued to operate within its established business framework, maintaining consistency in its activities and strategic direction during this period.

DIRECTORS AND KEY MANAGERIAL PERSONS

Directors:

The Companys Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors. As on March 31, 2025, the composition of Board was as under:

Sr. No.	Name of the director	Designation
1	Mr. Mallinath Madineni	Managing Director
2	Mr. Deepak Babulal Kharwad	Non-Executive Non-Independent Director
3	Mr. Prasoon Mishra	Non-Executive Independent Director
4	Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director

In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority.

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in other Companies; II. names of other Equity Listed Companies (in any), where the Directors of the Company hold directorships, along with the category of such Directorships,

are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Annual Report separately.

Further, details with respect to the meetings of the Board, its committees and remuneration of Directors etc. are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of the Annual Report separately.

Following changes took place on the board of the company during the year: (Till the date of this Board Report)

Sr. No.	Name of the Personnel	Designation	Appointment/ Cessation/ Change in Designation	Effective date
1.	Mr. Suresh Tangella	Non-Executive Director	Cessation	16-05-2024
2.	Mr. Nikhil Dilipbhai Bhuta	Non-Executive Director	Cessation	28-06-2024
3.	Mr. Vishal Omprakash Sharma	Non-Executive Director	Cessation	28-06-2024
4.	Mr. Mallinath Madineni	Executive Director	Appointment	28-06-2024
5.	Mr. Deepak Babulal Kharwad	Executive Director	Appointment	28-06-2024
6.	Mr. Prasoon Mishra	Non-Executive Independent Director	Appointment	06-07-2024
7.	Ms. Gayathri Srinivasan Iyer	Non-Executive Independent Director	Appointment	06-07-2024
8.	Mr. Gunjan Jain	Company Secretary and Compliance Officer	Appointment	26-07-2024
9.	Ms. Haseena Shaik	Managing Director	Cessation	02-08-2024
10.	Mr. Jonna Venkata Tirupati Rao	Non-Executive Non- Independent Director	Cessation	02-08-2024
11.	Mr. Mallinath Madineni	Managing Director	Change in designation	02-08-2024
12.	Mr. Deepak Babulal Kharwad	Non-Executive Non- Independent Director	Change in designation	02-08-2024
13.	Ms. Sandhya Rani Koochana	Chief Financial Officer	Cessation	05-10-2024
14.	Mr. Jayaghosh Yarlagadda	Non-Executive Independent Director	Cessation	05-10-2024
15.	Mr. Udaya Manikanta Pemmanaboyina	Non-Executive Independent Director	Cessation	05-10-2024
16.	Mr. Uday Srinivas Tangella	Non-Executive Non- Independent Director	Cessation	18-10-2024
17.	Mr. Piyush Yogesh Rastogi	Chief Financial Officer	Appointment	10-01-2025
18.	Mr. Piyush Yogesh Rastogi	Chief Financial Officer	Cessation	24-03-2025
19.	Mr. Pravin Chauhan	Chief Financial Officer	Appointment	23-06-2025

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no amount principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. The Internal Financial Controls were validated by an external agency appointed by the Company and also by the Statutory Auditors of the Company.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

This is not applicable to the Company, as there were did not have female employees exceeding ten during the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the Company for this period due to the absence of a workforce.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

This is not applicable to the Company, as there were did not have female employees exceeding ten during the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the Company for this period due to the absence of a workforce.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications were made, nor were there any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year. The Company has not been involved in any insolvency or bankruptcy-related matters throughout this period, maintaining a stable financial and operational status.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

The Company has not entered into any related party transaction as provided in sub-section (1) of section

188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arms length basis.

Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the subsection (1) of section 188 of the Companies Act, 2013 is not applicable for this financial year.

DIVIDEND

The Board of Directors wishes to inform shareholders that no dividend will be declared for the current financial year. After careful consideration of the companys financial position and future growth plans, the

Board has decided to strengthen and streamline its activities for further stability.

ANNUAL RETURN

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed on website of the Company. The web-link of the Annual Return is https://univafoods.co.in/investor-relation/annual-return/.

CAPITAL STRUCTURE

Authorised Share Capital

The Company has Authorized Share Capital of Rs. 16,10,00,000 as on March 31, 2025.

Paid-up Share Capital

The Company has Paid-up Share Capital of Rs. 14,32,28,000 (Rupees fourteen crores thirty-two lakhs and twenty-eight thousand only) divided into 1,43,22,800 equity shares of Rs. 10/- each as on March 31, 2025.

SHARE WARRANTS

As on March 31, 2025, there were no outstanding share warrants of the Company.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year:

Sr. No.	Name	Designati on	Remuner ation	Nature of employ ment, whethe r contract ual or otherwi se	Qualific ations and experie nce of the employ ee	Date of comm encem ent	Age	Last emplo yment	Perc enta ge of equit y shar es held	Relat ive of any direc tor or man ager
1	Mr. Gunja n Jain	Company Secretary and Complian ce Officer	1,92,000	Regular	Compan y Secretar y ICSI	26-07- 2024	34	NA	Nil	No

PARTICULARS OF REMUNERATION

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The remuneration given is as per the remuneration policy of the company.

There has been no percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25.

(a) The median remuneration of employees of the Company during the financial year was Rs. 2,88,000 per year. (b) In the financial year, there was no increase in the median remuneration of employees; (c) There were one permanent employee on the rolls of Company as on March 31, 2025; (d) In the Financial year, no increment made in the salaries of employees including managerial personnel. Hence, the comparison between percentile increases in the managerial remuneration and percentile increase in the salaries of employees and their justification is not applicable.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 of the Act the members at the 33rd (Thirty-third) Annual General Meeting (‘AGM), held on September 30, 2024, appointed M/s. B. M. Gattani & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for their first term of 5 (five) consecutive years commencing from the conclusion of 33rd (Thirty-third) AGM till the conclusion of 38th (Thirty-eighth) AGM of the Company to be held in the financial year 2029.

Secretarial Auditor

Mr. Hemanshu Upadhyay, Proprietor of M/s. HRU & Associates., Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report as Annexure-1.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditors report for the financial year contains no qualifications, reservations, adverse remarks, or disclaimers. The audit was completed without any issues, indicating that the financial statements present a true and fair view of the Companys financial position in accordance with applicable laws and standards.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the Report. Point-wise explanation on observation made by the Secretarial Auditor in its report is as follows:

Observation	Explanation
The Company has incurred a delay of two days in appointment of a Company Secretary and Compliance Officer required pursuant to Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which a fine of Rs. 1000 per day (exclusive of GST) was levied by both the Exchanges.	The company has taken the corrective action, by making the payment of the said fine for the mentioned delayed compliance. The management will be mindful in the future.
The Company has incurred a delay in compliance of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the requirements pertaining to the composition of the Board including failure to appoint woman director. The Exchanges have levied a fine of Rs. 1,00,000 (exclusive of GST) for the non- compliance.	The company has taken the corrective action, by making the payment of the said fine for the mentioned delayed compliance. The management will be mindful in the future.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under sub-section (7) of section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in subsection (6) of section 149 of the Companies Act, 2013.

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

As per Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists 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 and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

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 Act and the Listing Regulations. The Policy includes laying down criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel (‘KMP), Senior Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation of every Directors performance, determining the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and success of the Company.

The policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link https://univafoods.co.in/investor-relation/policies/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no activity requiring conservation of energy or technology absorption; hence particulars of statement under Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 for conservation of energy and technology absorption are not applicable on your Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:

Particulars	Financial year ended
	31 March 2025	31 March 2024
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not undertaken any Corporate Social Responsibility (CSR) initiatives during the financial year, as the provisions of Section 135 of the Companies Act, 2013 do not apply to it. Therefore, no CSR activities were developed or implemented, in compliance with the applicable legal requirements and regulations governing such obligations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions related to subsidiaries, joint ventures, and associate companies do not apply to the Company, as it does not have any such entities during the financial year.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR

In the opinion of the Board, all Independent Directors, including those appointed during the year, possess integrity and demonstrate expertise and experience in their respective fields. Additionally, each Independent Director has successfully cleared the proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs. The Board is confident that these directors contribute valuable insights and uphold the highest standards of corporate governance and professionalism in fulfilling their roles.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the board evaluation framework. The Act states that a formal annual evaluation of the performance of the Chairman, Board, its committees and of individual directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also mandates that the Board shall evaluate the fulfilment of the independence criteria of the Independent Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of all the individual directors, the Board as a whole and that of its Committees was conducted based on the criteria and framework adopted by the Board.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Board reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed 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.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

COMMITTEES OF BOARD

The Board of Directors have constituted the following committees,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The detailed disclosures about the composition, terms of reference and meetings of the committees are provided in the Corporate Governance report, attached as Annexure-2.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the

Companys Code, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Companys Code cannot be undermined. In accordance with Section 177(9) of the Act and Regulation

22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that provides a formal channel for all its directors, employees, and other stakeholders to report concerns about any unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

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 management and the relevant Board Committees, including the

Audit and Compliance Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

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

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-2.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-3.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-4.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as

Annexure-6.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year and hence not being commented upon.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to it Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and looks 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
Mallinath Madineni	Deepak Babulal Kharwad
Managing Director	Director
(DIN: 01556784)	(DIN: 08134487)
Dated this September 4, 2025 at Mumbai.