Univastu India Ltd Directors Report

Dear Members,

The Directors of your Company are pleased to present the Sixteenth (16^th) Annual Report of your Company together with the Audited Financial Statements for the Financial Year 2024-25.

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 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 31^st March, 2025 is summarized below;

(Rs. In Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Total Income	10,300.56	8,115.00
Total Expenditure	9,019.94	7,255.13
Profit/(loss) before Tax	1,280.61	859.87
Tax Expenses: Current Tax	228.16	160.08
Short / (Excess) tax for prior year/s	14.65	-
Deferred Tax	1.57	(9.48)
Net Profit/(Loss) After Tax	1,036.23	709.27

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 associates Companies:

(Rs. In Lakhs)

PARTICULARS	31st March, 2025	31st March, 2024
Total Income	17,202.98	12,172.96
Total Expenditure	14,854.56	10,712.82
Profit/(loss) before Tax	2,348.42	1,460.14
Tax Expenses: Current Tax	777.51	466.85
Short / (Excess) tax provision for prior years	13.75	-
Deferred Tax-C.Y.	5.90	(7.14)
Net Profit/(Loss) After Tax	1,551.26	1000.43

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 31^st March, 2025.

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.

V. PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

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 31^st March, 2025 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 9 (Nine) 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 31^st March 2025, 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 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 and systems were adequate operating effectively.

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

There was no 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:

1. 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.

2. Re-appointment of Mr. Narendra Bhagatkar (DIN: 08744690) as a whole time Director Designated as an executive Director for the further period of Five years w.e.f. 1^st July, 2025, subject to the approval of the shareholders.

3. Appointment of Mr. Rajiv Kapoor (DIN: 11135320) as the Director (Category: Non-Executive and Independent) of the Company for the period of Five years with effect from 9^th July, 2025, subject to the approval of the shareholders who was appointed as an Additional Director by the Board.

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 Companies 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 Rs. One Crore and Two lakh per annum or Rs. Eight lakh and Fifty thousand per month during the year ended 31^st March, 2025.

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 P V PAGE & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number- 107243W) were reappointed as statutory auditors of the company in the annual general meeting of the company held on 29^th September 2020, for a second term of five consecutive years (i.e. from the FY 2020-21 to FY 2024-25) to hold office up to the conclusion of the annual general meeting of the Company to be held in the financial year 2025-26.

They have completed two terms of 5 years each (10 years) as a Statutory Auditors of the Company. The provisions regarding rotation of auditors, as prescribed under the Companies Act, 2013 are applicable to the Company. Hence it is proposed to appoint M/s D R B S V and Associates, Chartered Accountants, Pune, having Firm Registration Number (FRN: 122260W) 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 21^st annual general meeting to be held in year 2030, to the members for their approval.

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 Secretary, Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2024-25 and their report is annexed to this Board report as ANNEXURE III. c) Internal Auditors

M/s. K H S & Associates, Chartered Accountants Mumbai (FRN W131893) were re-appointed as internal auditors of the Company for the Financial Year 2024-25 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 Rs. 35 crores. Accordingly, the cost records have been maintained in respect of the applicable products for the year ended 31^st March 2025.

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 Rs. 100 crores and turnover of individual products / services is above Rs. 35 crores. As the turnover of the Company for the year ended 31^st March, 2024 is below Rs. 100 crores, the Company is not required to get its cost records audited from the cost auditor.

14. AUDITORS REPORT:

The Statutory Auditors Report has made qualifications in the Statutory Auditors Report as per Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 16 of the Boards Report. The Secretorial Auditiors report doesnot contain any qualification, resevation or adber mark. 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 2024-25. 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 qualifications, reservations or adverse remarks made by the Statutory Auditors in the Statutory Audit Report (Standalone Financial Statements) for FY 2024-25 as per Companies (Auditors Report) Order 2020 as follows: The Statutory Auditors have given following comments in their Audit Report in ‘Other matter paragraph;

1. ‘The Standalone Financial Statements include balances under various accounts such as "Trade Receivables," "Trade Payables," "Advance from Customers," "Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," and "Miscellaneous Deposits," which are subject to confirmation and reconciliation procedures. These balances have been presented as per the books of account and records maintained by the management.

Managements response:

The Company acknowledges the auditors observations regarding the reconciliation procedures and the balances in accounts such as "Trade Receivables," "Trade Payables," "Advance from Customers," "Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," and "Miscellaneous Deposits." We would like to assure the Board and stakeholders that detailed scrutiny of these ledger accounts has been consistently conducted. The ageing reports for all these accounts are prepared regularly and are made available for review at any time upon request.

Additionally, the process of obtaining balance confirmations from suppliers is a standard and routine procedure.

The balances confirmed by suppliers are reviewed and reconciled accordingly, and these reconciliations are readily available for verification. The management remains committed to maintaining transparent and accurate records and ensuring that all financial statements reflect the true and fair position of the Company.

2. ‘We draw attention to Note No. 7 of the Standalone Financial Statement, where the Company has duly disclosed the status of M/s. Opal Luxury Time Products Ltd. (Opal), under the Corporate Insolvency Resolution Process. As stated by the Company, the Honble National Company Law Tribunal (NCLT) has ordered the acceptance of the resolution plan submitted by Univastu India Limited vide its Order No. I.A. 1136 of 2022 in C.P. No. 1332 of 2020 dated July 20, 2023. The said event has been duly disclosed to The Securities Exchange Board of India (SEBI) on July 21, 2023. The technical, physical, and legal handing over formalities of Opal are in process. The Company states that it has the financial arrangements to fulfill the payment obligation of Rs. 119.50 Lakh as may be required. Further, The Company mentions that it had submitted the application to ROC on September 4, 2023, for the appointment of a Director in Opal. In response, subsequent to the year-end, the form was approved on April 25, 2024, enabling the formation of the Board. Accordingly, the Board came into existence on May 8, 2024. The Company has communicated to ROC on April 25,2024, that the appointment of Shri. Pradeep Khandagale is seen on the MCA portal w.e.f. 04.09.23. However, the ROC formalities shall be complied within FY 2025-26 and onwards.

Managements response:

The aforesaid Statement is self-explanatory and requires no further comments. However, this matter has been disclosed in the Note No. 7 (i) to the Standalone Financial Statements as at 31^st March, 2025.

3. ‘We draw attention to Note No. 18, read together with Note No. 39.07 of the Standalone Financial Statements, wherein the Company has disclosed adjustments pertaining to prior period errors. These relate to the incorrect recognition/classification of certain items in earlier periods, including:

• Interest on mobilisation advance (Rs. 23.04 lakh) is reclassified under Other Non-Current Financial Liabilities;

• Interest on discounting of letters of credit (Rs. (2.26) lakh), Transport charges (Rs. (0.35) lakh), Labour charges (Rs. (0.70) lakh), and Expenditure on Corporate Social Responsibility (Rs. (16.66) lakh) is reclassified under Trade Payables;

• Leave encashment (Rs. (19.97) lakh) is reclassified under Non-Current Provisions;

• Deferred tax liability on leave encashment (Rs. 5.03 lakh) is reclassified under Deferred Tax Liabilities; and

• Recognition of plan assets for Net Defined Benefit Obligation with adjustments of Rs. 13.46 lakh as liability and Rs. 1.63 lakh as asset under the Net Defined Benefit Obligation.

These adjustments have resulted in a net impact of Rs. 3.22 lakh, which has been appropriately accounted for by restating the opening balance of retained earnings under "Other Equity" as at April 1, 2023, in accordance with the requirements of Indian Accounting Standard (Ind AS) 8.

Managements response:

The aforesaid Statement is self-explanatory and requires no further comments. However, this matter has been disclosed in the Note No. 39.07 to the Standalone Financial Statements as at 31^st March, 2025.

4. ‘We draw attention to Note No. 39.06 A&B of the Standalone Financial Statement, which describes the Companys actions in relation to a preferential allotment of equity shares and share warrants. The Company has allotted 6,30,990 fully paid-up equity shares of Rs. 10 each at a price of Rs. 216 per share (comprising a premium of Rs. 206 per share), aggregating to Rs. 1,362.94 lakh. Of this, the amount of Rs. 1,299.84 lakh has been credited to the Securities Premium Account under Other Equity.

Further, the Company has issued 6,83,000 share warrants, each convertible into one equity share of Rs. 10 each at a price of Rs. 216 per share, to non-promoter investors. In respect of these warrants, 25% of the issue price (i.e., Rs. 54 per warrant, aggregating Rs. 368.82 lakh) has been received upon allotment and is presented under "Money received against share warrants" in Other Equity. The balance 75% (i.e., Rs. 162 per warrant) is payable upon exercise of the warrants in one or more tranches within a period of 18 months from the date of allotment.

As disclosed by the Company, the proceeds from the aforesaid issuance of equity shares and share warrants are intended to be utilized towards meeting the working capital requirements of the Company and acquisitions.

Managements response:

The aforesaid Statement is self-explanatory and requires no further comments. However, this matter has been disclosed in the Note No. 39.06 to the Standalone Financial Statements as at 31^st March, 2025.

5. ‘We draw attention to Note No 39.02 of the Standalone Financial Statement, where the Company has disclosed that dues to MSMEs have been booked only to the extent of communication from the Management of the Company to Suppliers and also only to the extent for transactions arising during the current financial year. The amounts of provision for dues of interest or otherwise towards such MSME Suppliers where Management may have not been able to communicate stand undetermined as of date. The requirement of disclosure of outstanding towards MSME suppliers as required under MSME Act,2006 and interest to be booked there on cannot be determined to that extent.

Managements response:

The Company acknowledges the auditors observation regarding the disclosure of dues to Micro, Small, and Medium Enterprises (MSMEs) as mentioned in Note No. 39.02 of the Standalone Financial Statements. We confirm that the Company has booked MSME dues based on the communications received from the suppliers and management, as well as for transactions arising during the current financial year.

However, it is important to note that certain MSME suppliers may not have been identified due to incomplete communication. Consequently, the provisions for interest or any other dues under the MSME Act, 2006 for those suppliers could not be determined as of the date of this report. The Company remains committed to resolving this matter and ensuring compliance with the MSME Act. Any outstanding amounts, including interest where applicable, will be recognized and disclosed once the necessary communications are completed.

Management continues to take steps to identify and communicate with all relevant MSME suppliers in order to ensure accurate and complete disclosures.

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:

During the year, the Authorised Share capital of the company was Rs. 20,00,00,000 (Twenty Crore) comprising of 200,00,000 (Two Crore) equity shares of Rs 10/- each. There was no change in the authorised share capital of the Company.

During the year under review, the Company allotted 6,30,990 equity shares of Rs. 10/- each at a price of Rs. 216 per share (including a premium of Rs. 206 per share) and Company also allotted 6,83,000 share warrants, each convertible into one fully paid-up equity share of face value Rs. 10 each, at a total issue price of Rs. 216 per warrant (referred to as the "Warrant Issue Price"), on a preferential basis as approved by the Board of Directors at its meeting held on 17^th January, 2025, in accordance with applicable provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The particulars of said preferential allotment has given in Note no. 39.06 in Notes to accounts forming part of the Audited Standalone Financial Statements as at 31^st March, 2025. Accordingly, the issued, subscribed and paid up share capital of the Company as on 31^st March, 2025 is Rs. 11,99,55,900/- (Eleven Crore Ninety Nine Lacs Fifty Five Thousand and Nine Hundred Only) comprising of 1,19,95,590 (One Crore Nineteen Lacs Ninety Five Thousand Five hundred and Ninety) equity shares of Rs 10/- 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 Two Subsidiary Company viz.

1. Univastu HVAC India Private Limited

2. Univastu Charitable Foundation

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 period under review, no company has become or ceased to be its subsidiaries, joint ventures or associate companies.

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 31^st March, 2025 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 year, the Company has received premium of Rs. Rs. 12,99,83,940/- (Twelve Crore Ninety Nine Lacs Eighty Three Thousand Nine Hundred and Forty Only) on preferential allotment of Equity Shares besides no other amount has been transferred to general Reserves.

For complete details on movement in other equity during the financial year 2024-25, please refer to the Note no. 18 ‘Other Equity of the Standalone Financial Statement for the year ended 31^st March, 2025.

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

The Company has not granted any loan, given guarantee or made investment covered under section 186 of the Companies Act, 2013, during the year ending on 31^st March, 2025.

The particulars of investments are given in Note no. 7 in Notes to accounts forming part of the Audited Standalone Financial Statements as at 31^st March, 2025.

29. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2024-25 the Company has accepted unsecured loans from directors of the Company. The outstanding balance of the same as on 31^st March, 2025 is Rs. 19,83,829/-(Rupees Nineteen Lacs Eighty Three Thousand Eight Hundred and Twenty Nine 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 31^st March 2025.

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 31^st March 2025, 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 no 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. However, there is change in composition of Directors of the Company as follows:

Sr. No Name of Directors	DIN	Change	Effective Date
1. Mr. Rajiv Kapoor (Independent Director)	11135320	Appointment	09.07.2025
2. Mr. Ravindra Savant	00569661	Resignation	12.08.2025

Pursuant to the Resignation of Mr. Ravindra Savant change in the Board, the following committees have been reconstituted/re-organized as per below details :-(all other member & Chairman remain same)

1. Audit Committee Meeting: Added Mr. Rajiv Kapoor, Non-Executive Independent Director in place of Mr. Ravindra Savant.

2. Stakeholder Relationship Committee: Added Mr. Rajiv Kapoor, Non-Executive Independent Director in place of Mr. Ravindra Savant.

3. Nomination and Remuneration Committee: Added Mr. Rajiv Kapoor, Non -Executive Independent Director in place of Mr. Ravindra Savant.

4. Independent Director Committee: Added Mr. Rajiv Kapoor Non-Executive Independent Director in place of Mr. Ravindra Savant.

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 behavior 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. Report on Corporate Governance is enclosed to this 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 31^st March 2025. 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 express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.