Indoworth Holdings Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting their 39th Annual Report on the business and operations
of the Company together with the Audited Statement of Accounts for the year ended 31st March,
2025.

FINANCIAL HIGHLIGHTS:

During the year under review, financial performance of your Company was as under:

Particulars	31st March, 2025 (Rs. in Lakhs	31st March, 2024 (Rs, in Lakhs
Total Income	37.07	20.34
Profit before Interest and Depreciation	19.34	0.46
Less: Interest	-	-
Profit before Depreciation	19.34	0.46
Less: Depreciation	0.48	1.01
Profit before Extra- Ordinary item	18.86	(0.55)
Less :Extra Ordinary Item	-	-
Profit before Tax before Extra- Ordinary item	18.86	(0.55)
Less: Provision for Taxation	4.67	-
Less: Deferred Tax	0.08	(0.06)
Profit After Tax for the year	14.11	(0.49)
Other Comprehensive Income	(0.02)	(0.49)
Total comprehensive Income of the year	14.09	(0.98)
Add : Balance b/f from previous year	43.32	44.30
Profit available for appropriation	57.41	43.30
Appropriations:
General Reserve	-	-
Dividend on Equity Shares	-	-

STATE OF COMPANY''S AFFAIRS:

During the year under review, total Income mainly from commission activities stood increased to Rs.
37.07 Lakhs as against Rs. 20.34 Lakhs in the previous year. Profit after Tax amounts to Rs. 14.11
Lakhs as against Loss of Rs. 0.49 Lakhs in Previous year.

BUSINESS/FUTURE OUTLOOK:

Steps are being taken to increase existing business activities and also consider possibilities of starting
fresh ventures.

DIVIDEND:

In view to conserve the resources of the Company , the Directors do not recommended any
dividend for the financial year 2024-2025.

AMOUNTS TRANSFERRED TO RESERVES:

The Board of Director of the Company has proposed to carry Rs. 14.09 Lakhs to its reserve .
CHANGE IN NATURE OF BUSINESS:

No change in the nature of the Business has taken place during the year under review.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2024-25, there have been no changes in the share capital of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March, 2025 the
applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company for that
period;

c. they have 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively except deficiencies in operating
effectiveness in respect of old outstanding of trade receivables, advances to parties and some
old creditors for expenses;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Meena Lohia {DIN:
02331504), is liable to retire by rotation and being eligible, offers herself for re-appointment and the
same is proposed for approval at the ensuing AGM.

During the year 2024-2025, there has been no change in the composition of the Board of Director of
Company

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have
made a declaration confirming the compliance of the conditions of the independence stipulated in
Section 149(6) of the Act.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of deposits, covered under Chapter
V of the Companies Act, 2013.

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and no fixed deposits were
outstanding or remained unclaimed as on March 31, 2025.

MEETING OF BOARD:

5 (Five) Board meetings were held during the financial year 2024-25 under review. The details of
which are given below: -

Board Meeting held during the year
Date of Board Meeting	Total Strength of the Board	No. of Directors present
30.05.2024	04	02
14.08.2024	04	02
04.09.2024	04	02
14.11.2024	04	02
10.02.2025	04	02

MEETING OF AUDIT COMMITTEE:

4 (Four) meetings of Audit Committee were held during the financial year 2024-25 under review. The
details of which are given below: -

Audit Committee Meeting held during the year
Date of Audit Committee Meeting	Total Strength of the Audit Committee	No. of Members present
30.05.2024	3	2
14.08.2024	3	2
14.11.2024	3	2
10.02.2025	3	2

MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

4 (Four) meetings of Stakeholders Relationship Committee were held during the financial year 2024¬
25 under review. The details of which are given below: -

Stakeholders Relationship Committee Meeting held during the year
Date of Stakeholders Relationship Committee Meeting	Total Strength of the Stakeholders Relationship Committee	No. of Members present

Stakeholders Relationship Committee Meeting held during the year
Date of Stakeholders Relationship Committee Meeting	Total Strength of the Stakeholders Relationship Committee	No. of Members present
12.04.2024	3	2
18.07.2024	3	2
21,10.2024	3	2
17.01.2025	3	2

SHARE TRANSFER COMMITTEE:

The role of the Committee is to deal with issuance of duplicates of share certificates, transmission
of shares and transfer of shares.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from
1^st April, 2019 except in case of transmission or transposition of securities, requests for effecting
transfer of securities shall not be processed unless the securities are held in the dematerialized form
with a depository.

The Board of Directors has appointed the Company Secretary as compliance officer of the Company
to monitor the share transfer process.

The composition and attendance of the members in the following Committee Meetings during the
year 2024-25 were as under:

Name of the Director	Category	Number of meetings during the Financial Year 2024-25
		Held	Attended
Mr. Harish Kant Mandhre	Chairman Non Independent, Executive	1	1
Mr. Kaushal Kumar	Member Independent, Non-Executive	1	1
Mrs. Meena Lohia	Member Non Independent, Non-Executive	1	1

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is not applicable to the Company as the paid up capital of the
Company is less than Rs. 5 Crores and Net Worth was less than Rs. 25 Crores as on the last day of the
previous financial year i.e. 31st March, 2025.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India, is presented in a separate section which forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return In format MGT -9 for the Financial Year 2024-25 has been enclosed
with this report as "Annexure II".

CORPORATE SOCIAL RESPONSIBILITIES:

The provisions of Section 135 of the Act in connection with Corporate Social Responsibility are not
applicable to the Company since the Company falls below the threshold limit.

AUDITORS REPORT:

The observations made by Auditors in their Auditor''s Report with reference to notes to financial
statements are self explanatory and need no comments, forms part of this report.

STATUTORY AUDITORS:

M/s. R. K. Chandak & Co., Chartered Accountants {Firm Registration Number 302049E) were
appointed as Statutory Auditors of the Company at the 38th Annual General Meeting (AGM) of the
Company held on 30.09.2024 for a period of 5 consecutive years from the conclusion of 38th AGM
and such appointment shall continue to be valid till the conclusion of 43rd AGM to be held in the
year 2029.

INTERNAL AUDITORS:

The Company has appointed M/S. P. K. Bothra & Co., Chartered Accountants, as an Internal Auditors
of the Company for the financial year 2025-26.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on
3rd September, 2025 have appointed M/s K K Sanganeria & Associates, Company Secretaries, as
Secretarial Auditors, for conducting Secretarial Audit of the Company for the Financial Year 2025-26.
Report of the Secretarial Auditors for the financial year ended 31.03.2025 is given as "Annexure I"
which forms part of this report.

BOARDS VIEW:

The observations of the Auditor''s report have been dealt with in the Notes on Financial Statements
for the year ended 31st March, 2025, and being self explanatory, do not call for any further
clarifications.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rights during the financial year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during the financial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financial year.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes affecting the financial position of the Company occurred between the end of
the financial year to which this financial statements relate on the date of this report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related Party transactions that were entered during the financial year on arm''s length basis and in
the ordinary course of business. There were no materially significant related party transactions
which were in conflict with interest of the Company.

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

In accordance with the provisions of Section 134{3)(m) of Companies Act, 2013 and the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the required information
relating to the "Conservation of Energy, Technology Absorption" do not apply to the Company.

RISK MANAGEMENT POLICY:

In terms of Section 134{3)(n) of the Act, the Board of Directors has adopted a comprehensive risk
management policy which includes identification of element of risk, its mitigation and other related
factor. The Board periodically reviews the same. No Risk Management Committee has been
constituted since it is not covered by the requirements of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015, the Board of Directors has carried out an annual evaluation of its
own performance, Board committees and individual directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of
the Individual Directors on the basis of the criteria such as the contribution of the Individual Director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors,
performance of the board as a whole and elected Chairman of the each meeting was evaluated,
taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent Directors, at which
the performance of the Board, its committees and individual directors was also discussed.

• The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act,
2013 was formed with a view to reviewing and making recommendations on annual salaries,
performance, commissions, perquisite and other employment conditions of Executives and
Officials. The Committee''s also takes into consideration remuneration practices followed by

leading Companies as well as information provided by reputed consultants while determining
the overall remuneration package.

• During the year under review the Nomination and Remuneration Committee met once on
10.02.2025.

• The following are the members of the Committee at present:

Name	Designation	Executive/Non-Executive/Independent
Mr. Kaushal Kumar	Chairman	Non- Executive & Independent
Mr. Vivek Chaudhary	Member	Non- Executive & Independent
Mrs. Meena Lohia	Member	Non- Executive & Non-Independent

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No receipt of any commission by MD / WTD from a Company has been made.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES :

Your Company doesn''t have any subsidiary. Joint Venture or associates,

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:

No significant & material orders passed by the regulators or courts or tribunal.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS:

The Company has adequate internal control procedures commensurate with the size, scale and
complexity of its operations, which are well supplemented by surveillance of Internal Auditors,

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

In pursuant to the provision of Section 177(9) & (10) of the Companies Act, 2013, the Company has
formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of
the Company to report concerns about unethical behavior, actual or suspected fraud or violation of
the company''s code of conduct or ethics policy. The Whistle Blower Policy is available on the website
of the Company i.e. www.uniworthsecurities.com.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company
has been complying with the relevant laws and has been taking all necessary measures to protect
the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive work environment to its employee and
has formulated "Policy for Prevention of Sexual Harassment".

During the Financial Year ended 31st March, 2025, the Company has not received any complaints
pertaining to Sexual Harassment.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under
review.

PARTICULARS OF EMPLOYEES:

During the period under review, no employee of the Company drew remuneration in excess of the
limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and hence no disclosure is required to be made in the Annual Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATION OF
DIRECTORS:

Certificate from Practicing Company Secretary that none of the Directors on the Board of the
Company have been debarred or disqualified from being appointed or continuing as Directors of
Companies by the Board Ministry of Corporate Affairs or any such statutory authority is annexed as
"Annexure III".

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation and assistance received from all
concerned and particularly the Stakeholders of the Company.

On Behalf of the Board

Harish Kant Mandhre Kaushal Kumar

Executive Director Director

DIN:08396568 DIN:08035025

Place: Kolkata

Date: 3rd September, 2025

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Mar 31, 2014

The Members

The Directors have pleasure in presenting the 28th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS :

31st March 2014 31st March, 2013 (Rs. In ''000) (Rs. In ''000)

Total Income 14387.63 11607.81

Profit before Interest and Depreciation 679.60 323.55

Less : Interest - -

Profit before Depreciation 679.60 323.55

Less : Depreciation 202.48 202.48

Profit before Tax 477.12 121.07

Less : Provision for Taxation 198.66 48.43

Less : Deferred Tax (52.67) (43.91)

Profit After Tax for the year 331.13 116.55

Add : Balance B/F from the Previous year 4432.10 4315.55

Profit available for appropriation 4763.23 4432.10

Appropriations :

General Reserve - -

Dividend on Equity Shares - -

Tax on Proposed Dividend - -

Surplus Balance carried to Balance Sheet 4763.23 4432.10

DIVIDEND :

The Directors have not recommended any dividend for the year.

OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, total Income mainly from Trading activities stood increased to Rs.143.88 lacs as against Rs. 116.08 lacs in the previous year, Profits after Tax increased to Rs. 331.13 Lacs as against Rs. 116.55.

Steps are being taken to increase existing business activities and also consider possibilities of starting fresh ventures.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows :

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judgements and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

AUDITORS'' REPORT :

The Notes on Financial Statements referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comment.

DIRECTORS :

Mrs. Meena Lohia ( DIN : 02331504), retire by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for re-appointment.

During the Year 2013-2014, Mr. B. L. Jain (DIN : 00865207) resigned from the Board with effect from 25.02.2014.

Mr. P. P. Chowdhury (DIN : 01460839) has ceased as Director of the Company with effect from 18.03.2014.

Mr. Kamal Sharma (DIN : 02946513) has been appointed as an Additional Director of the Company with effect from 25.02.2014. Appropriate Resolution seeking your approval for his appointment are appearing in the Notice convening the Annual General Meeting.

AUDITORS :

The Auditors M/s R. K Chandak & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013, the Board of Directors at their meeting held on 27th May, 2014, have appointed M/s K.K.Sanganeria & Associates, Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the Financial Year 2014-2015.

COMPLIANCE CERTIFICATE :

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from a Secretary in Whole time Practice confirming that the Company has complied with all the provisions of the Companies Act, 1956 and a copy of such certificate is placed before the Board and noted.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION :

Statement/Disclosures required pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed thereunder are not applicable.

On Behalf of the Board

Place : Kolkata Kamal Sharma S. K. Rathi Date : 27th May, 2014 Director Director

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Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS:

31st March 2011 31st March, 2010 (Rs. In '000) (Rs. In '000)

Total Income 15757.28 19725.20

Profit before Interest and Depreciation 543.62 1585.12

Less: Interest

Profit before Depreciation 543.62 1585.12

Less: Depreciation 255.20 173.25

Profit before Tax 288.42 1411.87

Less: Provision for Taxation 80.88 402.52

Less: Deferred Tax (1.37) 33.74

Profit After Tax for the year 208.91 975.61

Add: Balance Brought Forward from the Previous year 3950.61 2975.00

Profit available for appropriation 4159.52 3950.61 Appropriations : General Reserve Dividend on Equity Shares Tax on Proposed Dividend

Surplus Balance carried to Balance Sheet 4159.52 3950.61

DIVIDEND :

The Directors have not recommended any dividend for the Year due to inadequacy in the post-tax profits of the Company.

OPERATIONS, MANAGEMENT DISCUSSION AND ANALYSIS :

During the year under review, both Trading as well as miscellaneous other Income stood reduced to Rs. 157.57 lacs as against Rs. 197.75 lacs in the previous year, with some minor profits arising from sale of Securities.

Steps are being taken to increase existing business activities and also consider possibilities of starting fresh ventures.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 58Aof the Companies Act, 1956 and the rules made there under.

DIRECTORS* RESPONSIBILITY STATEMENT:

In compliance of Section 217 (2AA) of the Companies Act, 1956, your Directors state as follows:

a) That in the preparation of accounts, applicable accounting standards have been followed.

b) That appropriate accounting policies have been selected and applied consistently with reasonable and prudent judge ments and estimates so as to give true and fair view of the state of affairs of the Company.

c) That proper and sufficient care have been taken for the maintenance of adequate accounting records for safeguarding assets and for preventing fraud and other irregularities:

d)' That the Annual Accounts have been prepared on a going concern basis.

AUDITORS'REPORT:

The Notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comment.

DIRECTORS :

Mr. P. P. Chowdhury and Mr. Shyam Kumar Rathi retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS :

The Auditors M/s. R. K. Chandak & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PARTICLUARS OF EMPLOYEES :

The Company has no employee whose remuneration is more than the limit specified in Section 217 (2A) of the Companies Act, 1956

ADDITIONAL INFORMATION:

Statement/Disclosures required pursuant to Section 217(1) (e) of the Companies Act, 1956 and the rules framed there under are not applicable.

On Behalf of the Board

Place : Kolkata P.P.Chowdhury Shyam Kumar Rathi

Date :25th August, 2011 Director Director