UVS Hospitality & Services Ltd Directors Report

The Directors present the 36 th Annual Report along with the Audited Financial Statements of the Company for the year ended 31 st March, 2026.

1. Standalone Financial Results (Rs. in Lakhs)

Description	Financial Year	Financial Year
	2025-26	2024-25
Total Income	219.58	184.44
Total Expenses	619.93	672.11
Profit/Loss before tax	-400.34	-487.67
Current Tax / Deferred Tax Credit / (Charge) (net)	-10.06	-7.24
Profit for the year	-390.28	-564.38
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	-390.28	-564.38
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-1.06	-1.78

Conso9lidated Financial Results (Rs. in Lakhs)

Description	Financial Year	Financial Year
	2025-26	2024-25
Total Income	13176.55	10208.92
Total Expenses	11582.72	8540.45
Profit/Loss before tax	1593.84	1668.47
Current Tax / Deferred Tax Credit / (Charge) (net)	-14.37	-14.37
Profit for the year	1,608.21	1598.89
Other Comprehensive Income (net)	1,385.46	-450.55
Total Comprehensive Income	2,993.67	1148.34
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	4.39	5.05

2. Financial Performance and the State of Company s affairs

During the financial year under review, the Company reported a total income of Rs. 219.58 lakhs as compared to Rs. 184.44 lakhs in the previous financial year on a standalone basis. The Company incurred a net loss of Rs. 390.28 lakhs during the financial year 2025-26 as compared to a net loss of Rs. 564.38 lakhs during the previous financial year.

On a consolidated basis, the Company reported a total income of Rs. 13,176.55 lakhs and a net profit of Rs. 1,608.21 lakhs during the financial year 2025-26 as compared to total income of Rs. 10,208.92 lakhs and net profit of Rs. 1,598.89 lakhs during the previous financial year. The total comprehensive income on a consolidated basis stood at Rs. 2,993.67 lakhs during the year under review as compared to Rs. 1,148.34 lakhs in the previous financial year.

The Company continues to take appropriate measures to strengthen its operations and accelerate its growth in the coming years.

3. Dividend & Transfer to reserve

Considering the financial position of the Company and the loss incurred on a standalone basis during the financial year under review, the Board of Directors has not recommended any dividend for the financial year ended 31 st March, 2026. Further, no amount has been transferred to the reserves during the year under review.

4. Share Capital

During the financial year under review, the Company has not issued:

a) any equity shares with differential rights. b) any Sweat Equity Shares. c) any Employee Stock Options.

Accordingly, the disclosure requirements prescribed under the Companies Act, 2013 and the rules made thereunder, in respect of the aforesaid matters, are not applicable. During the year under review, the Company converted 23,20,000 share warrants into 23,20,000 fully paid-up equity shares of face value of Rs. 10/- each pursuant to receipt of the balance consideration from the warrant holders. Consequently, the paid-up equity shares capital of the Company increased from Rs. 35,81,26,000/- comprising 3,58,12,600 equity shares of Rs. 10/- each to Rs. 38,13,26,000/- comprising 3,81,32,600 Equity Shares of Rs. 10/- each as on 31 st March, 2026.

5. Increase in Authorised Share Capital

During the year under review, the members of the Company at the Extra-Ordinary General Meeting held on 20 th March, 2026 approved the increase in the Authorised Share Capital of the Company from Rs. 40,00,00,000/- (Rupees Forty Crore Only) divided into 4,00,00,000 Equity Shares of Rs. 10/-each to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 Equity Shares of Rs. 10/- each, together with the consequential alteration of the Capital Clause of the Memorandum of Association of the Company. The altered Capital Clause accordingly reflects the Authorised Share Capital of Rs. 50,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 10/- each.

6.Preferential Issue of Securities and Acquisition of Stake in Calcio Restaurants Private Limited

During the year under review, the Board of Directors of the Company at its meeting held on 21 st February, 2026 approved, subject to the approval of the Members and other requisite statutory and regulatory approvals, the proposal for acquisition of up to 51% stake in Calcio Restaurants Private Limited by way of share swap through preferential allotment of equity shares of the Company, along with the preferential issue of Equity Shares for cash and Convertible Warrants.

The aforesaid proposals were subsequently approved by the Members of the Company at the ExtraOrdinary General Meeting held on 20 th March, 2026.

Subsequent to the close of the financial year, BSE Limited vide its letter dated 29 th July, 2026 granted its in-principle approval for the proposed preferential issue.

As on the date of this report, the Company is in the process of completing the necessary formalities for the proposed preferential allotment and acquisition in accordance with the applicable laws and regulatory approvals.

7. Shifting of Registered Office

The members of the Company had approved the proposal for change/shifting of the Registered Office of the Company through Postal Ballot concluded on 19 th December, 2024. Pursuant to the approval of the members, the Company initiated the requisite statutory process for shifting its Registered Office from the State of West Bengal to the State of Maharashtra. During the financial year under review, the Regional Director, Eastern Region, vide its Order dated 20 th January, 2026, passed under Section 13(4) of the Companies Act, 2013, approved the shifting of the Registered Office of the Company from the State of West Bengal to the State of Maharashtra. The certified true copy of the said Order was received by the Company on 6 th February, 2026. Thereafter, upon completion of the requisite statutory formalities, the Registered Office of the Company was shifted from Plot No. 62, Tower-II, 12 th Floor, Salt Lake, Millennium City Information Technology Park, Sector-V, Block DN, Bidhannagar, Kolkata, West Bengal 700064 to Office No. 1205, Plot No. 14, REMI Commercio, Near Yash Raj Studio, Off Versova Road, Andheri West, Mumbai, Maharashtra 400058. Consequent to the aforesaid shifting, the Corporate Identification Number (CIN) of the Company changed from L15100WB1989PLC046886 to L15100MH1989PLC472183. The subsequent corporate records of the Company reflect the new Registered Office in Maharashtra and the revised CIN.

8. Material Changes & Commitments

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report except for matter stated under point 6 as above.

9.Annual Return

Annual Return as at 31 st March, 2026 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.uvshospitality.com.

10. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures. ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026, and of the loss of the Company for the year ended 31 st March, 2026. iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities. iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate andare operating effectively. vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

12. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

13. Related Parties Transactions

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arm s length basis and were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Related Party Transactions are disclosed in the Notes forming part of the Financial Statements.

None of the transactions with related parties fall within the scope requiring disclosure in Form AOC-2 under Section 134(3)(h) read with Section 188 of the Companies Act, 2013. Accordingly, Form AOC-2 does not form part of this Report.

14. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A. iii) The capital investment on energy conversation Equipment s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A. a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology been fully absorbed. N.A.

16 d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo: i) Total Foreign Exchange Earned: Nil ii) Total Foreign Exchange Used: Nil

15. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

During the year under review, the Company continued to have two wholly-owned subsidiaries, namely British Brewing Company Private Limited and UVS Investment Management Pty Ltd. There were no associate companies or joint ventures of the Company as on 31 st March, 2026.

A statement containing the salient features of the financial statements and performance of the subsidiaries in the prescribed Form AOC-1 forms part of this Annual Report as Annexure I.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements of the Company together with the relevant documents and the separate audited financial statements of the subsidiaries are available on the Company s website at www.uvshospitality.com .

16. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

17. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

Appointments

Mrs. Prathima Madineni (DIN: 06365444) was appointed as an Additional Director in the Executive category with effect from 30 th January, 2026. Subsequently, the Members at the Extra-Ordinary General Meeting held on 20 th March, 2026 approved her appointment as a director and her appointment/designation as Managing Director and Key Managerial Personnel of the Company for a period of five years from 30 th January, 2026 to 29 th January, 2031, liable to retire by rotation.

Mrs. Uma Rani Patil (DIN: 10963796) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 19 th March, 2025 for a period of five years from 19 th March, 2025 to 18 th March, 2030. Subsequently, the members of the Company approved her appointment as a Non-Executive Independent Director through Postal Ballot concluded on 14 th June, 2025.

Resignations / Cessations

Mrs. Uma Rani Patil (DIN: 10963796) resigned from the position of Non-Executive Independent Director of the Company with effect from 22 nd January, 2026.

Mrs. Rashmi Vartak (DIN: 10259700) resigned from the position of Managing Director of the Company with effect from 23 rd January, 2026 and consequently ceased to be a Key Managerial Personnel of the Company.

Director retiring by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Prathima Madineni (DIN: 06365444), Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.

Except for the aforesaid changes, there was no other change in the Key Managerial Personnel of the Company during the financial year under review.

The Board places on record its sincere appreciation for the valuable contribution and services rendered by Mrs. Uma Rani Patil and Mrs. Rashmi Vartak during their respective tenures with the Company.

18. Disclosure regarding Company s policies under Companies Act, 2013

The Company s policies on i) Director s appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.uvshospitality.com.

19. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-II.

20. Number of Board Meetings:

During the financial year, the Board of Directors met Seven (07) times on 12 th May, 2025, 30 th May, 2025, 14 th August, 2025, 14 th November, 2025, 30 th January, 2026, 14 th February, 2026, 21 st February, 2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the 35 th Annual General Meeting of the Company was held on 30 th September, 2025 and the 1 st Extra-Ordinary General Meeting of the Company for the financial year 2025-26 was held on 20 th March, 2026.

21. Committees of the Board:

There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The composition of the Audit Committee of the Board as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Mr. Ajaya Kumar Panda	Chairperson, Non Director	- Executive Independent
2. Mr. Ajay Yadav	Member, Non - Director	Executive Independent
3. Mr. Utkarsh Vartak	Member,	Executive Director

The composition of the Nomination and Remuneration Committee of the Board as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Director	Independent
2. Mr. Ajay Suresh Yadav	Member, Non - Executive Director	Independent
3. Mr. Utkarsh Vartak	Member, Executive Director

The composition of the Stakeholders Relationship Committee of the Board as on 31 st March, 2026:

Sr No Name of the member	Designation
1. Mr. Ajaya Kumar Panda	Chairperson, Non - Executive Director	Independent
2. Mrs Prathima Madineni	Executive Director
3. Mr. Ajay Suresh Yadav	Member, Non - Executive Director	Independent

22. Meeting of Committees of the Board

During the year there were in total (Four) 4 Audit Committee Meetings, (1) One Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further, one meeting of the Independent Directors was held on 06 th March, 2026.

Audit Committee: 30 th May, 2025, 14 th August, 2025, 14 th November, 2025, 14 th February, 2026.

Nomination & Remuneration Committee: 30 th January, 2026.

Stakeholders Relationship Committee: 30 th May, 2025

23. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees Viz. Audit committee, Nomination & Remuneration committee, Stakeholders Relationship committee.

The Independent Directors of the Company met separately on 06 th March, 2026 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

24. Postal Ballot

During the year under review, the Company has conducted the postal ballot and the following resolutions were passed by the shareholders of the Company on 14 th June, 2025 (being the last date of the postal ballot):

Appointment of Mrs. Uma Patil (DIN: 10963796) as a Non-Executive Independent Director of the Company.

25. Whistle Blower

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc. The detailed Vigil Mechanism Policy is available at Company s Website www.uvshospitality.com.

26. Particulars of Employees and Remuneration

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure III and form an integral part of this Report.

27. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

28. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial 20 significance in today s world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

29. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the provisions relating to constitution of the Internal Complaints Committee, wherever applicable.

During the financial year under review: a) Number of complaints of sexual harassment received: Nil b) Number of complaints disposed of during the year: Nil c) Number of complaints pending for more than ninety days: Nil

30. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

31. Corporate Governance Report

The provisions relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are applicable to the Company. The Company has complied with the applicable Corporate Governance requirements, except to the extent of the non-compliance under Regulation 17(2A) disclosed under the Secretarial Auditors section of this Report.

A Report on Corporate Governance together with the certificate of the Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report as Annexure

IV. 32. Auditors:

i) Statutory Auditors

M/s. T D K & Co., Chartered Accountants (Firm Registration No. 109804W), were appointed as the Statutory Auditors of the Company by the Members for a period of five consecutive years at the Annual General Meeting held on 28th September, 2024 and continue to hold office in accordance with the provisions of the Companies Act, 2013.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31 st March, 2026 forms part of this Annual Report.

ii) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations, the Members of the Company at the 35th Annual General Meeting held on 30th September, 2025, approved the appointment of M/s. Hemang Satra & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years.

Accordingly, M/s. Hemang Satra & Associates conducted the Secretarial Audit of the Company for the financial year ended 31 st March, 2026.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2026 is annexed to this Report as Annexure V.

The Secretarial Auditor has provided its report with certain observations, the details of which forms part of this report.

Board s Response:

The Board has taken note of the observations as mentioned by the Secretarial Auditors. The Company has initiated necessary corrective measures and strengthened its internal compliance monitoring mechanism to ensure compliance with the applicable SEBI Regulations to avoid recurrence of such non-compliance.

iii) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules made thereunder, the Board of Directors appointed M/s. Akash Prajapati and Company, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

33. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

34. Statement on other Compliances

a) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Rules made thereunder during the financial year under review.

b) No application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

c) There was no instance of a one-time settlement with any Bank or Financial Institution during the financial year under review. Accordingly, the disclosure relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or Financial Institutions is not applicable.

d) The Company does not fall within the criteria prescribed under Section 135 of the Companies Act, 2013 for applicability of the Corporate Social Responsibility provisions. Accordingly, the provisions relating to constitution of a CSR Committee and expenditure on CSR activities were not applicable during the financial year under review.

e) The Company has not issued any debentures, bonds, warrants or other convertible securities during the financial year under review. f) The Company has not provided any money for the purchase of its own shares by employees or by trustees for the benefit of employees. g) No fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 during the financial year under review

Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

By Order of the Board of Directors
For UVS Hospitality and Services Limited
(Formerly known as Thirdwave Financial Intermediaries Limited)

Prathima Madineni
Chairperson & Managing Director
DIN: 06365444

Place: Mumbai
Date: 10 th August, 2026