Universal Arts Ltd Directors Report

To,

The Members,

The Board of Directors present the Annual Report on the business and operations of your Company along with the audited standalone and consolidated financial statements for the financial year ended 31^st March 2026. The Statement of Accounts, Auditors Report, Boards Report, and attachments thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL PERFORMANCE

The performance of the Company for the financial year ended 31^st March 2026 is summarized below:

(Amount in Thousands)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	-	21.80	25.73	56.10
Other Income	3,689.62	5,039.35	3,689.83	5,039.59
Total Revenue	3,689.62	5,061.15	3,715.55	5,095.69
Less: Total Expenses	2,116.84	1,989.32	2,159.78	2,084.43
Profit / (Loss) before Depreciation, Amortization, Exceptional item	1,572.78	3071.83	1,555.77	3,011.26
Less: Depreciation	12.61	12.61	12.61	12.61
Profit / (Loss) before Exceptional item & tax	1,560.17	3,059.22	1,543.16	2,998.65
Less: Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	1,560.17	3059.22	1,543.16	2,998.65
Less: Tax Expenses	515.83	1491.35	515.83	1491.35
Profit / (Loss) after tax	1044.34	1,567.87	1,027.33	1507.30
Earnings Per Share	0.10	0.16	0.10	0.15

2. DIVIDEND:

The profits earned by the Company during the year under review is on account of revaluation of the investment at market value in compliance with Ind AS, in view of the same, directors do not recommend any dividend for the financial year ended on 31 ^st March, 2026.

3. TRANSFER TO RESERVES:

During the year under review, profits amounting to Rs. 10,44,344 /- were transferred to the reserves of the Company.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIR:

The company is engaged in the business of buying and selling of movie rights. Revenue from other services is recognized as and when such services are performed.

5. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

A detailed review of operations, performance and future outlook of the Company is covered under “Annexure A” which forms part of this report.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the business activity of the Company during the year.

7. SHARE CAPITAL:

The Authorized Share Capital as on 31^st March, 2026 was Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 Equity Shares of Rs. 10/- each. There has been no change in the Equity Share Capital of the Company during the financial year 2025-26.

The Issued Capital as on 31^st March, 2026 was Rs. 10,00,08,000/- divided into 1,00,00,800 Equity Shares of Rs. 10/- each out of which 8,30,900 equity shares were forfeited in July 2001 and 8,00,000 shares were re-issued. Paid-up Capital of the Company during the financial year was Rs. 9,96,99,000/- divided into 99,69,900 Equity Shares of Rs. 10/- each.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

A statement pursuant to Section 129 of the Companies Act, 2013 relating to Companys subsidiary is attached to the Annual Report as “Annexure B” and there are no Associate or joint venture Companies.

Bama Infotech Private Limited is the wholly owned subsidiary of Universal Arts Limited.

9. PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March 2026. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

The composition of Board of Directors and Key Managerial Personnel are as follows:

Sr. No. Name of Director	DIN	Designation
1 Manish Shah	00434171	Managing Director
2 Nikesh Oswal	07895357	Non-executive Independent Director
3 Kishore Gujale	09459932	Non-executive Independent Director
4 Ulka Shah	00434277	Non-executive Non-Independent Woman Director

Changes in the Board of Directors

There were no changes in the Board of Directors of the Company during the financial year under review:

As per the provisions of the Companies Act, 2013, Mr. Manish Shah (DIN: 00434171) will retire as director of the Company at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

(ii) Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013 & section 2(51) of the Companies Amendment Act, 2017, during the year under review, the following are designated as Key Managerial Personnel of your Company by the Board:

1. Mrs. Razia Bashir Mujawar - Company Secretary and Compliance Officer and

2. Mr. Nandlal Kumar - Chief Financial Officer

Subsequent to the closure of the financial year, Mrs. Razia Bashir Mujawar resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 10^th August, 2026. Further, Mr. Jay Soley was appointed as the Company Secretary and Compliance Officer of the Company with effect from 12^th August, 2026. The aforesaid changes occurred after the end of the financial year and accordingly, do not form part of the changes in KMP during the year under review.

11. INDEPENDENT DIRECTORS MEETING:

Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors had separate meeting without attendance of Non-Independent Directors during the year and have reviewed the performance of Non-Independent Directors and the Board of Directors as a whole. The Independent Directors assessed the quality, quantity and timeliness of information between the Company and the management and the Board.

12. CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year 2025-26 has been submitted to the Board and the copy thereof is contained in the Annual Report as Annexure C.

13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTOR:

The performance of the Board and of its Committees was evaluated 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 individual Directors was also evaluated based on criteria such as the contribution of the individual Director to the Board Meetings, meaningful and constructive contribution and inputs in meetings, attendance, etc. The Board of Directors reviewed the performance evaluation of the Board, its Committees and individual Directors.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations of Independence as stipulated under Section 149(7) of

the Companies Act, 2013 from each of the Independent Directors confirming that he/she is not disqualified from appointing / continuing as an Independent Director.

15. NUMBER OF BOARD MEETINGS:

During the financial year 2025-26, the Board of Directors of the Company met five (5) times. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

The Board meetings were held on 28^th April, 2025, 30^th May, 2025, 14^th August, 2025, 06^th November, 2025, and 30^th January, 2026.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

16. BOARD COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. Members of the Audit Committee possess financial, accounting expertise and exposure. Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors.

The composition of Audit Committee as on 31^st March, 2026 was as follows:

i) Kishore Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Kesarimal Oswal (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

Four (4) meetings of the Audit Committee members were held during the financial year 2025-26 on 30^th May, 2025, 14^th August, 2025, 06^th November, 2025, and 30^th January, 2026.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise, knowledge and exposure in this field.

The composition of Nomination and Remuneration Committee as on 31^st March, 2026 was as follows:

i) Nikesh Kesarimal Oswal (Chairman & Non-Executive Independent Director)

ii) Kishore Nitin Gujale (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

One meeting of the Nomination and Remuneration Committee were held during the financial year 2025-26 on 14^th August, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee possess sound expertise, knowledge and exposure.

The composition of Stakeholders Relationship Committee as on 31^st March, 2026 was as follows:

i) Kishore Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Kesarimal Oswal (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

One meeting of the Stakeholders Relationship Committee were held during the financial year 2025-26 on 30^th January, 2026.

17. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year 2025-26 is uploaded on the website of the Company and the same is available on http://universal-arts.in

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31,2026, on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Risk Control and Mitigation mechanisms are tested for their effectiveness on regular intervals. The Corporation has been taking steps to mitigate foreseeable business risks.

20. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

Pursuant to the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions are not applicable to the Company. Accordingly, the provisions relating to the establishment of a Vigil Mechanism/Whistle Blower Policy under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

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

A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation, technology absorption is not applicable to the Company.

B. Foreign Exchange earnings: NIL

C. Foreign Exchange outgo: NIL

22. AUDITORS OF THE COMPANY STATUTORY AUDITOR:

The Statutory Auditors, M/S. B. L. DASHARDA AND ASSOCIATES (FRN 112615W), Chartered Accountants, were appointed for a period of five years at the 28^th Annual General Meeting of the Company held on 29^th September, 2023 until the conclusion of 33^rd Annual General Meeting on such remuneration as mutually agreed upon between the Board of Directors and the Statutory Auditors.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment under section 141 of the Companies Act, 2013 and that they have not been disqualified in any manner from continuing as Statutory Auditors.

STATUTORY AUDITORS REPORT:

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(f) (i) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of the Company.

SECRETARIAL AUDITORS REPORT:

The Secretarial Audit Report for the financial year 2025-26 as issued by Secretarial Auditor, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this Report as Annexure D.

23. COST AUDIT:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

24. SECRETARIAL STANDARDS:

The Directors state that all the applicable Secretarial Standards have been duly followed by the Company.

25. CODE OF CONDUCT:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions, including Regulation 17 relating to the Code of Conduct for the Board of Directors and Senior Management Personnel, are not applicable to the Company. Accordingly, the requirement to adopt a Code of Conduct and obtain an annual declaration of compliance thereunder is not applicable to the Company.

26. CORPORATE GOVERNANCE:

Corporate Governance provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D, E of Schedule V are not applicable to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores and net worth of the Company does not exceed Rs. 25 Crores as on 31^st March, 2026.

27. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct requires pre-disclosure for dealing in the Companys Shares and prohibit the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when trading window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed the compliance of the Code.

28. HUMAN RESOURCES DEVELOPMENT:

The Company has undertaken several HR initiatives to enhance productivity, support process changes, and strengthen employee engagement. Significant focus has been placed on developing leadership and technical / functional capabilities to meet future talent needs. Its transparent HR practices, employee development programs, talent management, and market-aligned policies are considered benchmarks in the industry. Employees are encouraged to share ideas, work independently, and take up projects that foster learning and a result-oriented approach. The Company maintains cordial relations with employees at all levels.

29. ENHANCING SHAREHOLDERS VALUE:

Your Company remains committed to creating long-term value for its shareholders through prudent financial management, sound corporate governance, operational efficiency, and sustainable

business practices. Although the Company incurred profits during the year, the Board of Directors continues to focus on strengthening the Companys financial position by improving operational efficiencies, optimizing resource utilization, exercising cost discipline, and exploring opportunities for business growth and improved profitability.

The Board remains committed to implementing appropriate strategic initiatives aimed at enhancing the Companys long-term performance and resilience while safeguarding the interests of shareholders and other stakeholders.

30. CASH FLOW STATEMENT:

The Cash Flow Statement for the financial year ended 31^st March, 2026, forms part of the Financial Statements and is prepared in accordance with the applicable provisions of the Companies Act, 2013, the applicable Indian Accounting Standards (Ind AS) and, where applicable, the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with the operating system, accounting policies and procedures of the Company. The Significant audit observations and the follow up action are reported to the Audit Committee.

33. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and investments covered under the provision of section 186 of the Companies Act 2013 are given in the Notes to the financial statements.

34. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year, the Company did not enter into any contract or arrangement with related parties which falls within the ambit of Section 188(1) of the Companies Act, 2013 requiring disclosure under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

The related party disclosures as required under Indian Accounting Standard (Ind AS) 24 - Related Party Disclosures form part of the Notes to the Financial Statements.

35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.

The particulars of remuneration paid to directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder are given in Annexure E to this Report.

36. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

37. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loan taken from Bank and Financials Institutions.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criterias mentioned under Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and there is no requirement to constitute Corporate Social Responsibility Committee.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Woman at workplace (Prevention, Prohibition and redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of Complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment during the financial year 2025-26.

40. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

41. MATERNITY BENEFIT: (Rule 8(5)(xiii) of Companies (Account) Rules, 2014)

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto.

42. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

5. The Company has not issued any shares with differential rights

ACKNOWLEDGEMENT

Your Directors wish to thank Bankers, Government authorities, Registrar & Share Transfer Agent and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board of Directors of Universal Arts Limited
Sd/-	Sd/-
MANAGING DIRECTOR MANISH SHAH DIN: 00434171 Dated: 12th August, 2026 Place: Mumbai	DIRECTOR ULKA SHAH DIN: 00434277