Univastu India Ltd Directors Report

I. FINANCIAL RESULTS OF OUR OPERATIONS

Your Companys Standalone Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and the Board of Directors. These Accounting policies are reviewed from time to time.

The financial performance of Univastu India Limited ("the Company") for the financial year ended on 31st March, 2026 is summarized below:

(? in Lakhs)

PARTICULARS	31st March, 2026	31st March, 2025
Total Income	22,921.58	10,300.55
Total Expenditure	19,845.88	9,019.94
Profit/(loss) before Tax	3,075.70	1,280.61
Tax Expenses: Current Tax	740.98	228.16
Short / (Excess) tax for prior year/s	-	14.65
Deferred Tax	(3.78)	1.57
Net Profit/(Loss) After Tax	2,338.50	1,036.23

Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls and process efficiencies thereby enabling the Company to maintain profitable growth in the current economic scenario.

II. CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY

The Consolidated Financial Statements of the Company and its Subsidiary and Associates companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associate Companies:

(? in Lakhs)

PARTICULARS	31st March, 2026	31st March, 2025
Total Income	24,503.49	17,202.98
Total Expenditure	20,912.12	14,854.56
Profit/(loss) before Tax	3,591.37	2,348.42
Tax Expenses: Current Tax	1,022.24	777.51
Short / (Excess) tax provision for prior years	-	13.75
Deferred Tax-C.Y.	0.25	5.90
Net Profit/(Loss) After Tax	2,568.88	1,551.26

III. DIVIDEND

Considering the future growth plans of the Company, the Board of Directors does not recommend any dividend for the financial year ended on 31st March, 2026.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide ANNEXURE I and forms an integral part of this Annual Report.

1. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company as on 31st March, 2026 has been placed on the website of the company. Same can be accessed by any person through below given web-link: www.univastu.com

2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Board met 11 (Eleven) times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

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

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards have been followed and there were no material departures;
b. the directors had selected accounting policies as mentioned in the Notes forming part of the Financial Statements and applied them consistently. Further 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 Profit of the Company for that period;
c. proper and sufficient care has been taken 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 Annual accounts have been prepared on a going concern basis;
e. proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;
f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajiv Kapoor (DIN: 11135320) was appointed as Director (Category: Non-Executive and Independent) of the Company for the period of Five years with effect from 9th July, 2025.

Furthermore, Mr. Ravindra Savant (DIN: 00569661) resigned from the Company as an Independent Director w.e.f. 12th August, 2025.

There was no other appointment/resignation of Directors or Key Managerial Personnel during the year under review.

6. DETAILS OF DIRECTOR TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING

Mrs. Rajashri Khandagale (DIN: 02545231), Non-executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

7. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013 and rules made there under.

8. BOARDS OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

9. COMPANYS POLICY ON DIRECTORS APPOINTMENT

The Company has adopted 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 which is placed on Companys Web address www.univastu.com

10. REMUNERATION POLICY FOR DIRECTORS AND KMP

The Companys remuneration policy for Directors/KMP is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The said policy is available on Companys website i.e. www.univastu.com

11. DISCLOSURES UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of ?1 Crore and Two lakh per annum or ?8 lakh and Fifty thousand per month during the year ended 31st March, 2026.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate ANNEXURE II forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

12. PERFORMANCE EVALUATION

Regulation 4(2)(f)(ii)(9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. In addition, Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/Non-Executive/Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

13. AUDITORS

a) Statutory Auditors

M/s D R B S V and Associates, Chartered Accountants, Pune (ICAI Firm Registration Number-122260W) were appointed as statutory auditors of the company in the annual general meeting of the company held on 27th September, 2025 to act as the Statutory Auditors of the Company for the period of 5 consecutive years to hold office from the conclusion of forthcoming annual general meeting till the conclusion of 21st annual general meeting to be held in year 2030.

Further in terms of Regulation 33(1)(d) of the SEBI LODR Regulation, 2015, the statutory auditors of the Company are subjected to the peer review process of the Institute of Chartered Accountants of India. M/s D R B S V and Associates, confirmed that they hold valid certificate issued by the Peer Review Board of Institute of the Chartered Accountants of India.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in Form MR-3.

The Board of Directors appointed CS Nishad Umranikar, Partner, MSN Associates, Practicing Company Secretaries, Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2025-26 and their report is annexed to this Board report as ANNEXURE III.

c) Internal Auditors

M/s SRA & Co., Chartered Accountants, Pune (FRN - 130094W) were re-appointed as internal auditors of the Company for the Financial Year 2025-26 to perform the duties of internal auditors and their report is reviewed by the audit committee from time to time.

d) Cost Audit/Cost Record

As per the requirements of the Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, cost records should be mandatorily maintained in case of certain companies if the turnover in the immediately preceding year exceeds ?35 crores. Accordingly, the cost records have been maintained in respect of the applicable products for the year ended 31st March 2026.

Further, as per Rule 4 of the Companies (Cost Records and Audit) Rules 2014, audit of cost records is mandatory if the turnover in case of certain companies is mandatory if the total turnover is above ?100 crores and turnover of individual products/services is above ?35 crores. As the turnover of the Company for the year ended 31st March, 2025 is below ?100 crores, the Company is not required to get its cost records audited from the cost auditor.

14. AUDITORS REPORT

The Statutory Auditors Report does not contain any qualification, reservation or adverse mark. The observations/qualifications made by the Secretarial Auditors of the Company are mentioned in detail in point No. 16 of the Boards Report.

15. FRAUD REPORTING BY AUDITORS

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2025-26. However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

16. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

The Statutory Auditors Report does not contain any qualification, reservation or adverse mark.

The qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Audit Report for FY 2025-26 are as follows:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as stated below:

(i) There is a revision in filing a declaration under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Response:

The Company acknowledges that, while filing the Corporate Governance Report for the quarter ended September 30, 2025, the designation of Mrs. Rajashri Khandagale was inadvertently mentioned as "Non-Executive Independent Director" instead of "Non-Executive Non-Independent Director." The revised Corporate Governance Report for the quarter ended September 30, 2025, was duly submitted on November 24, 2025.

(ii) Certain forms were filed beyond the prescribed period with additional fees as per the provisions of Companies Act, 2013.

Management Response:

The Company acknowledges that certain forms were filed beyond the prescribed time limit due to inadvertent delay. The Company has duly complied with the applicable provisions of the Companies Act, 2013, by filing the respective forms along with the applicable additional fees. The Company has taken note of the matter and is strengthening its internal compliance mechanism to ensure timely filing of statutory forms going forward.

(iii) The Company does not have any Risk Management policy in place although the Company has disclosed that they are in the process of identifying the risk and making the policy.

Management Response:

The Company has initiated necessary steps for framing, implementing and monitoring the Risk Management Policy of the Company. The Company is in the process of preparing a comprehensive Risk Assessment and Risk Minimisation Procedure, which is expected to be finalised and adopted shortly/in due course.

(iv) The listed entity has continued the directorship of a non-executive director who has attained the age of seventy-five years without passing a special resolution. However the company took immediate corrective action upon becoming aware of the Non-Compliance and the penalty was duly paid.

Management Response:

The Company inadvertently missed compliance with Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Upon becoming aware of the said non-compliance, the Company took immediate corrective action to regularise the same.

Accordingly, the Company obtained approval of the shareholders through Postal Ballot by passing a Special Resolution on April 4, 2026, for continuation of the directorship of the Non-Executive Director who had attained the age of seventy-five years, thereby ensuring compliance with the requirements of Regulation 17(1A) of the SEBI LODR Regulations, 2015.

(v) An auditor other than the statutory auditor has undertaken a limited review of the audit of all the entities/companies whose accounts are to be consolidated with the listed entity as per AS 21 for the quarter ending December 2025.

Management Response:

Management notes the observation. The peer review of our statutory auditor firm was already underway; however, the administrative processing at The Institute of Chartered Accountants of India (ICAI) took longer than expected due to the constitution of the new managing committee and leadership elections at the Institute during mid-February 2026.

As a proactive and alternative governance measure to ensure complete compliance with the SEBI Listing Regulations within the stipulated timelines, the Company appointed a joint auditor firm possessing a valid peer review certificate. This ensured that the financial results for the third quarter were reviewed and approved without any procedural delay.

17. COMPOSITION OF THE AUDIT COMMITTEE

The composition of the Audit Committee has been reported in the Report on Corporate Governance annexed to this Report.

18. VIGIL MECHANISM

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has established a vigil mechanism that enable the directors and Employees to report genuine concerns. The vigil mechanism provides for:

a. Adequate safeguard against victimization of person who use the mechanism;
b. Direct access to the chairman of Audit Committee of the Board of the Directors of the Company in appropriate cases.

19. STATE OF COMPANYS AFFAIRS AND BUSINESS OVERVIEW

Discussion on state of Companys affairs and business overview has been covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

20. CHANGES IN SHARE CAPITAL

Authorized Capital:

During the year, the Company sought and obtained the necessary approvals to increase its authorized share capital. Pursuant to the resolution passed by the shareholders at the Annual General Meeting held on 27th September, 2025; the authorised share capital of the Company was increased from existing ?20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of face value of ?10/- (Rupees Ten only) each to ?50,00,00,000/- (Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crores) Equity Shares of face value of ?10/- (Rupees Ten only) each by the creation of additional 3,00,00,000/- (Three Crore) Equity shares of ?10/- (Rupees Ten Only) each ranking pari-passu in all respect with the existing Equity shares of the Company.

Bonus Issue of Equity Shares:

The Board of Directors of your Company in their meeting held on 29th August, 2025 approved and recommended, Issue of Bonus Shares of your Company in the proportion of ratio of 2:1 that is 2 (Two) new fully paid-up equity shares of ?10/- (Rupee Ten Only) each for every 1 (One) existing fully paid-up equity share of ?10/- (Rupee Ten Only) each, to the eligible equity shareholders of the Company. Further, the members vide resolution passed in their Annual General Meeting held on 27th September, 2025 approved the said Bonus Issue of equity shares. On 14th October, 2025 allotment was made for 2,39,91,180 equity shares of face value of ?10/- (Rupees Ten only) each, in the ratio of 2:1 to all eligible shareholders holding shares on record date i.e. 13th October, 2025.

Board of Directors of the Company had also reserved 13,66,000 number of bonus shares for 6,83,000 number of outstanding warrants as on record date pending for conversion into equivalent number of equity shares, in the ratio of 2:1.

Issued, subscribed and paid-up share capital:

Consequent to the aforesaid allotment of Bonus Shares, the issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 is ?35,98,67,700/- (Thirty-Five Crore Ninety-Eight Lakhs Sixty-Seven Thousand Seven Hundred Only) comprising of 3,59,86,770 (Three Crore Fifty-Nine Lakhs Eighty-Six Thousand Seven Hundred and Seventy) equity shares of ?10/- (Rupees Ten Only) each.

The Company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

21. DETAILS OF SUBSIDIARY

Your Company has three Subsidiary Company viz.

1. Univastu HVAC India Private Limited
2. Univastu Charitable Foundation
3. Univastu NUOS IoT Systems Private Limited

The subsidiary companies showed a good performance during the year under review.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year 2025-26, following company have become subsidiary of the Company. Other than these no company has become Joint Ventures or Associates during the financial year 2025-26:

Name of subsidiary	Place of Incorporation	Type	Date of Becoming Subsidiary
Univastu NUOS IoT Systems Private Limited	India	Subsidiary in which the Company holds 51% of share capital	15th October, 2025

23. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year, the Board reviewed the affairs of its subsidiaries, associate companies and pursuant to provisions of Section 129(3) of the Companies Act 2013, details of subsidiaries, associate companies in prescribed Form AOC-1 is enclosed as a part of this Boards Report in ANNEXURE IV.

There are no Joint Ventures to the Company.

24. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188)

The transactions with the related parties are governed by prevailing regulatory requirements and companys policy on dealing with such transactions.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on arms length basis.

Particulars of contracts or arrangements with related parties within the meaning of Section 188(1) of the Companies Act, 2013 in Form AOC-2 of the Companies (Accounts) Rules, 2014 are enclosed as ANNEXURE-V to this report.

25. CASH FLOW

A Cash Flow Statement for the year ended 31st March, 2026 is attached to the Balance Sheet as a part of the Financial Statements.

26. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable secretarial standards.

27. AMOUNT TRANSFERRED TO RESERVES

During the financial year 2025-26, the Company has not transferred any amount to the General Reserve.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (SECTION 186)

The Company has made investment by subscribing shares issued by its subsidiary Company i.e. Univastu NUOS IoT Systems Private Limited. On 15th October, 2025, Univastu NUOS IoT Systems Private Limited, a subsidiary of the Company incorporated in India, in collaboration with NUOS, the flagship brand of Falcon Control Systems & Automation Pvt. Ltd (CIN: U72300MH2014PTC256386), the technology innovator credited with developing the worlds first wireless Building Management System (BMS) by subscribing to the 51% of paid-up share capital of company.

The subsidiary focused on delivering next-generation solutions in wireless BMS, advanced fire safety monitoring, and smart IoT technologies for metro rail systems, smart buildings, and large-scale infrastructure projects across India and international markets.

The details of loans granted, guarantee given, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the Audited Standalone Financial Statements forming part of this Annual Report.

29. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES

During the financial year 2025-26 the Company has accepted unsecured loans from directors of the Company. The outstanding balance of the same as on 31st March, 2026 is ?8,53,517/- (Rupees Eight Lakh Fifty-Three Thousand Five Hundred and Seventeen Only).

30. DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31st March 2026.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND IF ANY

The company was not required to transfer the unclaimed dividend to Investor Education and Protection Fund during the year under review.

32. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT (PARA F OF SCHEDULE V OF THE SEBI LISTING REGULATIONS, 2015)

The Company doesnt have shares in suspense account.

33. SIGNIFICANT OR MATERIAL ORDERS

During the year ending on 31st March 2026, no regulatory or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT

There have been following material changes and commitments, affecting the financial position of the company from the end of the year up to the date of this report. Further there has been no change in the nature of business carried on by the Company.

Incorporation of Associate Company:

The Company has incorporated an Associate Company named UV BHARAT PRIVATE LIMITED (CIN: U43299MH2026PTC470039) which is registered with the Registrar of Companies, Mumbai as per Certificate of Incorporation dated 1st April, 2026.

Univastu India Limited holding 49% of the total paid-up share capital of UV BHARAT PRIVATE LIMITED.

Conversion of Warrants into Equity Shares:

a) The company has allotted the 6,83,000 fully convertible warrants of ?10/- (Rupees Ten only) each on 17th January, 2025.

b) Further, the Board of Directors, in their meeting held on 14th October, 2025, approved the allotment of 2,39,91,180 (Two Crore Thirty-Nine Lakh Ninety-One Thousand One Hundred Eighty) equity shares of face value of ?10/- each as bonus shares to the existing shareholders of the Company, in the ratio of 2:1, i.e., 2 (Two) new fully paid-up equity shares of ?10/- each for every 1 (One) existing fully paid-up equity share of ?10/- each held.

Further, the Board of Directors also reserved 13,66,000 (Thirteen Lakh Sixty-Six Thousand) bonus equity shares for the holders of 6,83,000 (Six Lakh Eighty-Three Thousand) outstanding warrants, to be allotted upon conversion of such warrants into equivalent number of equity shares, in the ratio of 2:1, i.e., 2 (Two) new fully paid-up equity shares of ?10/- each for every 1 (One) equity share arising upon conversion of 1 (One) warrant.

c) The Company has received an application for 6,33,000 securities to be converted into Equity shares out of 6,83,000 total number of warrants allotted on 17th January, 2025.

Considering the same, out of the total 20,49,000 securities comprising 6,83,000 warrants and 13,66,000 bonus equity shares reserved for the warrant holders pursuant to the Preferential Issue, the Board of Directors, in their meeting held on 17th July, 2026, approved the allotment of 17,43,399 fully paid-up equity shares of face value of ?10/- each to the eligible warrant holders, upon receipt of the balance warrant exercise consideration and in accordance with the terms and conditions of the issue.

Consequent to the aforesaid allotment, the issued, subscribed and paid-up equity share capital of the Company stands increased accordingly, subject to obtaining the necessary listing and trading approvals from the Stock Exchange(s).

Existing paid-up capital is 3,59,86,770 equity shares, then after allotting 17,43,399 equity shares, the post-allotment paid-up capital will be 3,77,30,169 equity shares.

35. RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

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

The management of your company would like to share the highlights of its performance review on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy: Energy conservation dictates how efficiently a Company can conduct its business operations and the Company has understood the value of energy conservation in decreasing the deleterious effects of global warming and climate change. Whereas the Company is running its business by optimal use of energy, which providing the Company and its management the new challenging task to perform.

(ii) Steps taken by the company for utilizing alternate sources of energy: The Company makes every possible effort to save the energy. It makes timely maintenance of accessories used in providing services to make optimum utilization of electricity. As a result, the electricity bill of the Company is stabilized and controlled.

(iii) Capital investment on energy conservation equipments: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipments.

B. TECHNOLOGY ABSORPTION:

(i) The Company has started its business operations effectively, whereas no such new technology was absorbed.
(ii) The Company was not required to import any technology related equipment during the period under review.
(iii) The Company is running its business operations effectively, and in this regards, the management has also hired a good team of technical professionals into its business profile, who always work for an improvement of Companys business objectives. The Company was not required to have separate department of research and development activities as of now.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review, there were neither earnings nor outgo of any money in Foreign exchange.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has developed a strong two-tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined Code of Conduct, Whistle Blower Policy/Vigil Mechanism, rigorous management review and Management Information System (MIS) and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with the Management oversees results of the internal audit and reviews implementation on a regular basis.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with provisions Section 135 read with Schedule VII of the Companies Act, 2013 CSR Committee has been constituted and CSR policy has been adopted by the Company. Reporting on CSR in format specified is annexed as ANNEXURE VI to this Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaints received regarding harassment by the company from its employees (permanent, contractual, temporary, trainees).

Particulars	Nos.
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

40. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a companys structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. The Report on Corporate Governance is enclosed separately and forms part of this Annual Report.

41. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

42. DETAILS OF APPLICATION MADE/PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made/proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. Further, there are no borrowings outstanding from Banks as on 31st March 2026. There is no valuation exercise carried out by Banks during Financial year.

43. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable secretarial standards issued by Institute of Company Secretaries of India.

44. DIFFERENCE IN VALUATION

The company has not made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

45. STATEMENT RELATING TO COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

During the period under review, the Compliances Under the Maternity Benefit Act, 1961 Are not applicable to Company.

46. CEO AND CFO CERTIFICATION

The certification of CEO and CFO to companys Board as required under Regulation 17(8) of SEBI (LODR) Regulations, 2015 is annexed to this Boards report as ANNEXURE VII.

47. ACKNOWLEDGEMENT

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year.

The Directors also wish to express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.

For and on behalf of the Board of Directors

Univastu India Limited

Sd/-

Dr. Pradeep Khandagale

Chairman and Managing Director

DIN: 01124220

Sd/-

Mrs. Rajashri Khandagale

Non-executive Director

DIN: 02545231

Place: Pune

Date: 7th August, 2026