Univastu India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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 Company''s 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 BOARD''S 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. DIRECTOR''S 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. BOARD''S 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. COMPANY''S 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 Company''s 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 Company''s 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 re¬
appointed 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 Board''s
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 Board''s Report. The Secretorial Auditior''s
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."

Management''s response:

The Company acknowledges the auditor''s 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 of2022 in C.P. No. 1332 of2020 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'' 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 FY2025-26 and onwards."

Management''s 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 (? 23.04 lakh) is reclassified under Other Non-Current Financial Liabilities;

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

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

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

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

These adjustments have resulted in a net impact of '' 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."

Management''s 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 Company''s
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 '' 10 each at a price of '' 216 per share (comprising a premium of '' 206 per
share), aggregating to '' 1,362.94 lakh. Of this, the amount of '' 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 '' 10 each at a
price of '' 216 per share, to non-promoter investors. In respect of these warrants, 25% of the issue price (i.e., '' 54 per
warrant, aggregating '' 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., '' 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."

Management''s 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."

Management''s response:

The Company acknowledges the auditor''s 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 COMPANY''S AFFAIRS AND BUSINESS OVERVIEW:

Discussion on state of Company''s 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 '' 216 per
share (including a premium of '' 206 per share) and Company also allotted 6,83,000 share warrants, each convertible
into one fully paid-up equity share of face value '' 10 each, at a total issue price of '' 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 Board''s 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 company''s 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 doesn''t 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 re-
constituted/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 equipment''s: The Company found enough system and
equipment; hence it was not required to make additional investment on energy conservation related
equipment''s.

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 Company''s 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 company''s 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
Company''s 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 company''s Board as required under Regulation 17(8) of SEBI (LODR) Regulations,
2015 is annexed to this Board''s 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.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mr. Pradeep Khandagale Mrs. Rajashri Khandagale

Chairman and Managing Director Non-executive Director

DIN:01124220 DIN:02545231

Place: Pune

Date: 29^th August, 2025.

---

Mar 31, 2024

The Directors of your Company are pleased to present the Fifteenth (15^th) Annual Report of your Company together with the Audited Financial Statements for the Financial Year 2023-24 ended on 31^st March, 2024.

I. FINANCIAL RESULTS OF OUR OPERATIONS:

Your Company''s 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.

('' In Lakhs)
PARTICULARS	31st March 2024	31st March 2023
Total Revenue	8,108.86	8,054.09
Total Expenditure	7,252.73	7,160.80
Profit/(loss) before Tax	856.13	893.29
Tax Expenses: Current Tax	160.08	232.70
Deferred Tax	(9.48)	1.63
Net Profit/(Loss) After Tax	705.53	658.96

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:

PARTICULARS	31st March 2024	31st March 2023
Total Revenue	12,160.32	8,734.96
Total Expenditure	10,704.04	7,834.58
Profit/(loss) before Tax	1,456.28	900.38
Tax Expenses: Current Tax	466.85	234.49
Deferred Tax-C	(7.14)	1.63
Net Profit/(Loss) After Tax	996.57	664.26

III. DIVIDEND:

Considering the future growth plans of the Company, the Board of Directors does not recommend any dividend for the financial year ended on 31^st March 2024.

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 BOARD''S 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 for the Financial Year ended 31^st March, 2024 will be placed on the website of the company. Same can be accessed by any person through below given company''s website www.univastu.com

2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Board met 6 (Six)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. DIRECTOR''S 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 year ended 31^st March 2024, 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:

Director''s/KMP appointed/re-appointed during the year:

Name of Director/KMP	Designation	Appointment/ Resignation
Mr. Girish Arvind Deshmukh	Chief Financial Officer	Appointed w.e.f 07.07.2023

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. Dhananjay Barve(DIN:00066375) as an Independent Director for the further period of Five years w.e.f 14^th November,2024.

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

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. BOARD''S 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. COMPANY''S 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 : https://www.univastu.com/policies.html.

10. REMUNERATION POLICY FOR DIRECTORS AND KMP:-

The Company''s 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 Company''s 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:

I n 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 March 31, 2024.

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

At the annual general meeting of the company held on 29^th September 2020, M/s P. V. PAGE & Co., Chartered Accountants, Mumbai were re-appointed as statutory auditors of the company 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 year FY 2025-26.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s 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 2023-24 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 2023-24 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 2024.

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 Board''s Report.

The Secretarial Auditor has made qualifications in the Secretarial Audit Report which are mentioned in detail in point No. 16 of the Board''s Report.

15. FRAUD REPORTING BY AUDITORS:

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2023-24. 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 2023-24 as per Companies (Auditors Report) Order 2020 as follows: Statutory Auditor:

The Statutory Auditors have given following comments in their Audit Report in ''Other matter'' paragraph;

1. ''''The financial statement depicts the outcomes derived from subject to confirmation and reconciliation procedures applied to various accounts, encompassing "Trade Receivables,""Trade Payables,""Advance from Customers,""Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," as well as "Miscellaneous Deposits." The figures presented in the statement are in accordance with the records maintained by management.''''

Management''s response:

The Company acknowledges the auditor''s 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 (i) of the Standalone financial statement, where the Company has duly disclosed status of M/s. Opal Luxury Time Products Ltd. (Opal), under the CIRP, the Hon. 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 and legal handing over formalities of Opal are in process. Meanwhile, the Company has deposited an amount of Rs. 119.50 Lakh with the judicial authority until the completion of handing over formalities. Till date, the cheque has not been encashed by the authorities and same The Company had submitted the application to ROC on September 4, 2023 for appointment of a Director in said company. In response, subsequent to the year end, the form was approved on April 25, 2024 enabling formation of the Board. Accordingly, the Board came into existence on May 8, 2024. The Company has communicated to ROC that the appointment of Shri. Pradeep Khandagale is seen on MCA portal w.e.f 04.09.23. However the ROC on 25 April 2024, formalities shall be compliedwith in FY 24-25 and onwards. Accordingly, the Board came into existence on May 8, 2024.''''

Management''s response:

The Company acknowledges the auditor''s comment regarding the status of M/s. Opal Luxury Time Products Ltd. (Opal) as disclosed in Note No. 7(i) of the Standalone Financial Statement. We confirm that the facts presented in the note are accurate and reflect the current status of the Corporate Insolvency Resolution Process (CIRP). As highlighted, the Hon. National Company Law Tribunal (NCLT) has approved the resolution plan submitted by Univastu India Limited, and the Company has complied with its obligations, including depositing K 119.50 lakh with the judicial authority.

We also confirm that the cheque has not been encashed by the authorities to date, and the formal legal handover of Opal is still in process. The matter remains sub-judice, and no final decision has been rendered as of the date of this report. The Company has taken necessary steps for compliance, including the appointment of a Director, which was approved by the ROC on April 25, 2024, and the formation of the Board on May 8, 2024.

Management assures that all necessary formalities will be duly complied with in FY 2024-25 and beyond, in accordance with the legal process and regulatory requirements.

3. ''''We draw attention to note no. 7 (ii) of the Standalone financial statement, where the company determined that investment in firm has impaired and same impact given accordance with Ind-AS 36 Impairment of Assets and recognized as a loss in the statement of profit and loss (Refer Note No.37). The impairment loss of K 4.80 Lakh reflects the difference between the carrying amount of the investment and its recoverable amount.''''

Management''s response:

The Company acknowledges the auditor''s observation regarding the impairment of its investment in the partnership firm, as disclosed in Note No. 7(ii) of the Standalone Financial Statement. We confirm that, in line with the Company''s policy on assessing the recoverability of assets and in accordance with the provisions of Ind-AS 36 (Impairment of Assets), the decision to recognize an impairment loss of Rs, 4.80 lakh was taken by the management.

This decision was carefully evaluated based on the difference between the carrying amount of the investment and its recoverable amount. The matter was discussed and approved by the Board in its meeting held on May 21, 2024. The impairment loss has been appropriately recognized in the Statement of Profit and Loss as disclosed in Note No. 37 of the financial statements.

4. ''''We draw attention to note no.18 of the Standalone financial statement, where the company has made prior period error adjustment through the opening retained earnings. i.e. "Other equity" Financial year 2022-23 details disclosure given in notes as per Ind AS -8"

Management''s response:

The Company acknowledges the auditor''s comment regarding the prior period error adjustment made through the opening retained earnings, as disclosed in Note No. 18 of the Standalone Financial Statement. We confirm that, in accordance with the provisions of Ind-AS 8, prior period adjustments were made for Corporate Social Responsibility (CSR) expenses amounting to 1316.66 Lakh and Leave Encashment expenses amounting to 1314.94 Lakh (net of deferred tax asset 35.03 Lakh), both of which pertain to previous financial years.

It is important to note that the Company is required to account for post-employment benefit obligations related to compensated absences, and for the first time, this provision was recognized during the financial year ended 31st March 2024. As part of this process, an actuarial valuation of compensated absences as of 31st March 2023 was obtained. The amount adjusted against the opening reserves represents the obligations measured as of that date.

This adjustment ensures compliance with Ind-AS 8 and reflects the accurate financial position of the Company.

5. ''''We draw attention to note no 38.02 of the Standalone financial results, 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.''''

Management''s response:

The Company acknowledges the auditor''s observation regarding the disclosure of dues to Micro, Small, and Medium Enterprises (MSMEs) as mentioned in Note No. 38.02 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.

The qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Audit Report for FY 2023-24 are as follows:

The note stating that there is a delay in filing Corporate Governance Report for Quarter ended on 30th September 2023.

Management Response:

For the quarter ending on September 30, 2023, we were unable to upload the corporate governance report by the deadline of October 21, 2023, due to a technical error. we sent an email to the NSE on the same day to report the issue, we have a proof of email to NSE on record purpose but as the NSE does not operate on Saturdays, I spoke with them on the following Monday. They informed me that if the due date falls on a weekend, non-compliance is not considered"

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 COMPANY''S AFFAIRS AND BUSINESS OVERVIEW:

Discussion on state of Company''s 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 and the paid up equity share capital of the Company was Rs. 11,36,46,000 (Eleven crore thirty six lakhs forty six thousand) comprising of 1,13,64,600 (Eleven crore thirty six lakhs fourty six hundred ) equity shares of Rs 10/- each as on 31 March, 2024. There was no change in the authorised share capital and paid up share capital of the Company during financial year.

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 Annexure IV as a part of this Board''s Report.

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 company''s 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. kindly refer note no 38.10 of standalone financial statement for related party transactions.

25. CASHFLOW:

A Cash Flow Statement for the year ended 31^st March 2024 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 not received any premium on allotment of Equity Shares. However, an amount of Rs. 4,42,07,398/- has been lying in share premium account besides no other amount has been transferred to general Reserves.

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

The company has not granted any guarantee or provided security in connection with a loan to any other body corporate or person during the period under review.

The particulars of investments are given in Note no. 7 in Notes to accounts forming part of the Audited Standalone Financial Statements.

29. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2023-24 the Company has accepted unsecured loans from directors of the Company. The outstanding balance of the same as on 31^st March, 2024 is Rs. 1,64,21,780/-(Rupees One Crore Sixty Four Lakhs twenty one thousand seven hundred eighty)

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 2024.

31. TRANSFEROF 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 doesn''t have shares in suspense account.

33. SIGNIFICANT OR MATERIAL ORDERS:

During the year ending on 31^st March 2024, 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.

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 equipment''s: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipment''s.

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 Company''s 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 V'' 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).

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 company''s 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 as an Annexure VI to this Report.

41. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s 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 31stMarch 2024. There is no valuation exercise carried out by Banks during Financial year.

43. 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.

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Mar 31, 2023

The Directors of your Company are pleased to present the Fourteenth (14^th) Annual Report of your Company together with the Audited Financial Statements for the year 2022-23 ended on 31^st March 2023.

I. FINANCIAL RESULTS OF OUR OPERATIONS:

Your Company''s 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.

(Rs. In Lakhs)
PARTICULARS	31st March 2023	31st March 2022
Total Revenue	8013.70	5862.58
Total Expenditure	7160.63	5187.26
Profit/(loss) before Tax	893.30	718.14
Tax Expenses: Current Tax	232.70	187.39
Deferred Tax	1.63	8.50
Net Profit/(Loss) After Tax	658.97	522.24

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 2023	31st March 2022
Total Revenue	8694.51	5874.18
Total Expenditure	7834.41	5196.17
Profit/(loss) before Tax	900.39	720.83
Tax Expenses: Current Tax	234.49	188.12
Deferred Tax-C.Y.	1.63	8.50
Net Profit/(Loss) After Tax	664.26	524.21

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 31March 2023.

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 BOARD''S 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. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company for the Financial Year ended March 31, 2023 will be 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 8 (Eight ) 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 year ended 31^st March 2023, 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 systems were adequate and operating effectively.

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

Director''s appointed/re-appointed during the year:
Name of Directors''	Designation	Reappointment
Mr.Pradeep Khandagale	Managing Director & chairman	w.e.f 01.04.2022
Mr. Vijay Pawar	Independent Director	w.e.f 25.04.2022
Mr. Ravindra Savant	Independent Director	W.e.f 25.04.2022
Name of Director/KMP	Designation	Appointment/ Resignation
Mr .Pravin Patil	Chief Financial Officer	Resigned w.e.f 07.02.2023
Ms. Ankita Joshi	Company Secretary	Resigned wef 07.02.2023
Ms Sakshi Tiwari	Company Secretary	Appointed w.e.f 08.02.2023

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

Mrs. Rajashri Khandagale, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

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

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. BOARD''S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS

No Independent director was appointed during the year.

9. COMPANY''S 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 : https://www.univastu.com/policies.html.

10. REMUNERATION POLICY FOR DIRECTORS AND KMP:-

The Company''s 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 Company''s 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 March 31,2023.

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 / NonExecutive / 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

At the annual general meeting of the company held on 29 September 2020, M/s P. V. PAGE & Co., Chartered Accountants, Mumbai were re-appointed as statutory auditors of the company 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 year FY 2025-26.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s 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 2022-23 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 2022-23 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 the Companies Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts are made and records has been maintained in respect of the applicable products for the year ended 31^st March 2023.

As per the turnover, the requirement of cost Audit report and appointment of Cost Auditor are not applicable for the company.

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 Board''s Report.

The Secretarial Auditor has made qualifications in the Secretarial Audit Report which are mentioned in detail in point No. 16 of the Board''s Report.

15. FRAUD REPORTING BY AUDITORS:

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2022-23. 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:

Statutory Auditor:

There were adverse remarks made by the Statutory Auditors in the Audit Report for FY 2022-23

1 The auditors have given the following comment in their audit report in ''Other matter'' paragraph:

"The financial statement depicts the outcomes derived from subject to confirmation and reconciliation procedures applied to various accounts, encompassing "Trade Receivables'', "Trade Payables," "Advance from Customers," "Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," as well as "Miscellaneous Deposits." The figures presented in the statement are in accordance with the records maintained by management."

Management''s response:

Balances in case of trade receivables and trade payables are subject to confirmation and reconciliation, where necessary. This has been disclosed in Note No. 36 to the financial statements. However, we have adequate financial records to perform alternate procedures in absence of balance confirmations from third parties and can be provided for the audit purposes as and when sought for.

Further, in case of advances from customers, advances recoverable in cash or in kind, advances to suppliers and other parties and miscellaneous deposits, adequate financial records are available and can be provided for audit purposes as and when sought for.

2 The auditors have given the following adverse remark in clause vi of paragraph 3 of CARO 2020:

"As per information given by the Management, maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, however in the event of a certificate from the Cost and Management Accountant not being shared with us by the Management as matter of our audit procedures, we are unable to comment on whether such accounts and records have been so made and maintained adequately"

Management''s response:

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. As the turnover of the Company for the year ended March 31, 2022 exceeded Rs. 35 crores, the cost records have been maintained in respect of the applicable products for the year ended 31st March 2023. 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 31st March 2022 is below Rs. 100 crores, the Company is not required to get its cost records audited by the cost auditor. These records were available for review by the auditors as and when sought for. However, as there is no specific requirement of obtaining a certificate for maintenance of cost records, we have not obtained the same.

3 The auditors have given the following adverse remark in clause vii(a) of paragraph 3 of CARO 2020:

"According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Services Tax (''GST''), Provident fund, Employees'' State Insurance, Income Tax, Duty of Customs, Cess and other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable, except as stated below:" (Refer table in the audit report).

Management''s response:

There have been delays in depositing the statutory dues as stated in the audit report. We will avoid such delays in the subsequent year/s.

4 The auditors have given the following adverse remark in clause ix of paragraph 3 of CARO 2020:

"Based on our examination of the records of the Company and according to the information and explanations give to us, the Company has defaulted in repayment of loans or other borrowings from any lender during the year. Accordingly, under clause 3(ix)(a) of the order the period and the amount of default is reported as below:" (Refer table in the audit report).

Management''s response:

The Company is in the process of recovering from COVID-19 pandemic and hence the repayments were made immediately when the funds became available. We will avoid such delays in repayment of loans or other borrowings from any lender do not occur in the subsequent year.

Secretarial Auditor :

1) The note stating that the figures of the last quarter are the balancing figures in the financials as per Regulation (33) (3)(e) of the SEBI (LODR), Regulation, 2015 was missed by the company in the financials for the quarter ended March 2022.

2) The Chairman of the Audit Committee was not present at the Annual General Meeting of the Company held for the Financial Year 2021-22.

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 COMPANY''S AFFAIRS AND BUSINESS OVERVIEW:

Discussion on state of Company''s 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 and the paid up equity share capital of the Company was Rs. 11,36,46,000 (Eleven Crore Thirty Six Lacs Fourty Six Thousand) comprising of 1,13,64,600 (One crore Twenty Lac) equity shares of Rs 10/- each as on 31 March, 2023.

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 :

1. Your Company has two Subsidiary Company viz. 1. Univastu HVAC India Private Limited. 2. Univastu Charitable Foundation.

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

Not Applicable

23. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:-

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

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 company''s 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 March 2023, 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 not received any premium on allotment of Equity Shares. However, an amount of Rs. 4,42,07,398/- has been lying in Securities premium account besides no other amount has been transferred to general Reserves.

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

The Company has not granted any loan, given guarantee or made investment during the year ending on 31^st March 2023.

29. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2022-23 the Company has not accepted unsecured loans from directors. The outstanding balance of the same as on 31st March, 2023 is Rs.13.04 lakhs

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 2023.

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 PERTAININGTOSHARES IN SUSPENSE ACCOUNT: (PARA F OF SCHEDULEV OFTHE SEBI LISTING REGULATIONS, 2015)

The Company doesn''t have shares in suspense account.

33. SIGNIFICANT OR MATERIAL ORDERS:-

During the year ending on 31 March 2023, no regulatory or court or tribunal has passed any order impacting the going concern status of the company and its operations in future. The Company had applied to NCLT for Resolution Plan in case of Opal Luxury Time Products Limited (Opal). Vide NCLT order dated July 20, 2023, the Company''s Plan was approved and the Company has begun the process of acquisition of Opal.

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.

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 equipment''s: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipment''s.

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 Company''s 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).

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 company''s 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 as an Annexure VII to this Report.

41. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s 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 March 2023. There is no valuation exercise carried out by Banks during Financial year 2022-2023.

42. 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.

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Mar 31, 2018

Dear Members,

The Directors of your Company are pleased to present the Ninth (9^th) Annual Report of your Company together with the Audited Financial Statements for the year 2017-18 ended on 31^st March 2018.

FINANCIAL RESULTS OF OUR OPERATIONS:

Your Company''s 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.

(Rs. In Lakhs)

PARTICULARS	31s1 March 2018	31st March 2017
Total Revenue	8169.79	4178.35
Total Expenditure	7779.87	3987.96
Profit/(loss) before Tax	466.00	190.40
Tax Expenses: Current Tax	111.26	64.29
Deferred Tax-C.Y	22.03	(1.00)
Deferred Tax- L.Y	-	(9.38)
Net Profit/(Loss) After Tax	332.71	136.48

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.

CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY:

The Consolidated Financial Statements of the Company and its 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 2018	31st March 2017
Total Revenue	8169.79	4178.35
Total Expenditure	7779.87	3987.96
Profit/(loss) before Tax	466.00	190.40
Tax Expenses: Current Tax	111.26	64.29
Deferred Tax-C.Y	22.03	(1.00)
Deferred Tax- L.Y	-	(9.38)
Net Profit/(Loss) After Tax	332.71	136.48

WEB ADDRESS OF THE COMPANY: www.univastu.com

STATE OF COMPANY’S AFFAIRS AND OVERVIEW:

Our Company is an ISO 9001:2015 certified construction company and we provide integrated engineering, procurement and construction services (EPC) for civil & Structural construction and infrastructure sector projects. Our Company was incorporated on April 29, 2009 and we started construction activities in the same year. The Registered Office of our Company is situated at Pune and currently Project Sites are mainly located in Maharashtra and Goa. Currently the construction activity being undertaken by us includes civil & Structural construction and infrastructure contracts which have been sub contracted to us by main contractors.

We are also engaged in trading of construction materials. Our main trading products include steel, cement and electrical material.

Our focus area includes: Civil construction projects, which include structures such as Sports Complex Projects (Indoor and Outdoor Sport Stadiums), multi-purpose hall, commercial structures, industrial structures, Hospitals, Cold Storages, Educational Institution, mass housing projects ;

- Water Supply and Drainage Projects;

- Road and Bridges Projects

- Major and Minor Irrigation Projects

- Metro Rail Projects

DIVIDEND:-

Considering the future growth plans of the Company, the Board of Directors do not recommend any dividend for the financial year ended on 31^st March 2018.

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.

PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:-

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

There were no Subsidiary and Joint Ventures to the Company.

PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188):-

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

All contracts / arrangements / transactions entered by the Company during the financial year with related party''s were in its ordinary course of business and on an 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-III to this report.

RISK MANAGEMENT POLICY:

The Board adopted Risk Management Policy and initiated necessary steps for framing, implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth and to promote a pro-active approach in identifying, reporting, evaluating and mitigating risks associated with the business.

The policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

AMOUNT TRANSFERRED TO RESERVES:-

During the year company has received premium on allotment of Equity Shares Rs. 4,49,10,000/- and the same had been transferred to share premium account besides no other amount has been transferred to general Reserves.

DIRECTORS AND THEIR MEETING:-

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Rajashri Khandagale, Director of the Company retire at the forthcoming Annual General Meeting and being eligible, offer herself, for reappointment as Director liable to retire by rotation. The Board Consist of:

sr. No.	Name	Designation	Director Identification Number (DIN)	Appointment date
01.	Mr. Pradeep Kisan Khandagale	Managing Director	01124220	29/04/2009
02.	Mrs. Rajashri Pradeep Khandagale	Non-Executive Director	02545231	10/02/2015
03.	Maj. Gen. Dr. Vijay Pandurang Pawar (retd.)	Independent Director	07135572	01/04/2017
04.	CA. Ravindra Manohar Savant	Independent Director	00569661	01/04/2017
05.	Ar. Ganeshkumar Changdeo Wable	Independent Director	02085379	01/04/2017

NUMBER OF BOARD MEETINGs CONDUCTED DURING THE YEAR:-

The Board met 12 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.

SECRETARIAL STANDARDS:-

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively, have been duly followed by the Company.

EXTRACT OF ANNUAL RETURN:-

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as an Annexure IV to this Report.

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 2 lakh per annum or Rs. 8 lakh and 50 thousand per month during the year ended March 31, 2018.

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 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.

AUDITORs:-

a) Statutory Auditors

At the annual general meeting of the company held on 30^th september 2015, M/s P. V. PAGE & CO., Chartered Accountants, Mumbai were appointed as statutory auditors of the company for a term of five consecutive years (i.e. from the FY 2015-16 to FY 2019-20) to hold office upto the conclusion of the annual general meeting of the Company to be held in the year FY 2020-21.They have confirmed that they are not disqualified from continuing as Auditors of the Company

The company is not required to appoint cost auditor of the Company.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors appointed M/s MV & Associates, Practicing Company Secretaries, Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2017-18 and their report is annexed to this Board report as Annexure V. The Board has also re-appointed M/s MV & Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19. The Secretarial Auditor’s Report, in the prescribed format, for the period ended March 31, 2018 is annexed to this Directors'' Report and forms part of the Annual Report.

c) Internal Auditors

M/s. K H S & Associates, Chartered Accountant Mumbai (FRN W131893) appointed as internal auditors of the Company for the Financial Year 2018-9 to perform the duties of internal auditors and their report is reviewed by the audit committee from time to time.

AUDITORS REPORT:-

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

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 2017-18.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.

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

The Company has not granted any loan, given guarantee or made an investment under section 186 of the Companies Act, 2013, during the year ending on 31^st March 2018.

EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORs IN THEIR REPORTs:-

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

Remarks by Secretarial Auditor of the Company:

sr. No.	Remarks	Explanation to Remarks:
1	During the year under review, Company has paid remuneration to its Managing Director and Directors of the company exceeding the limits prescribed under section 197 and Section 198 of the Companies Act 2013 and rules made there under, without taking requisite approvals.	During the Year 2017-18, Company has Fixed the term of Mr. Pradeep Khandagale as Managing Director of the company for 5 years w.e.f 01st April 2017 with a remuneration of Rs.3,00,000 pm. On 01st April 2017, being a private Company the provisions of section 197 and Section 198 of the Companies Act 2013 and rules made there under were not applicable. The Company has disclosed the details of appointment and remuneration of Mr. Pradeep Khandagale, Managing Director in the Prospectus filed with the relevant authorities.
2	Company has not appointed internal auditor pursuant to section 138 of the companies Act 2013 from the date of its listing for the financial year 2017-18	The company could not find suitable firm to be appointed as internal auditor post listing for F.Y 2017-18, however the company has designated CA. Chetan Bhutada, Accounts-Manager (Employee) to look into Internal accounts and audits of the company. During the current financial year the company has appointed M/s. K H S & Associates, Chartered Accountant, Mumbai (FRN W131893) as internal auditor of our company and intimation of such appointment had been made to registrar of companies.

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 2018 upto the date of this report Further there has been no change in the nature of business carried on by the Company.

IMPORTANT EVENTS DURING FINANCIAL YEAR 2017-18:-

Following are the important events held during the year 2017-18

i) Appointment of Independent Directors:-

Maj. Gen. (Dr.) Vijay Pawar (retd.), CA. Ravindra Savant and Ar. Ganeshkumar Wable were appointed as Independent Directors of the company for the term of five years with effect from 1^st April 2017 unto 31^st March 2022.

ii) Key Managerial Personnel:-

Name of the KMP	Designation	Date of Appointment	Date of Resignation
Mr. Pradeep Khandagale	Managing Director	29.04.2009	-
Mr. Pravin Patil	CFO	01.04.2017	-
Mr. Dhaval Parekh	Company Secretary	19.05.2017	25/10/2017
Ms. Neelam Prajapati	Company Secretary	25.10.2017	-

C.A. Pravin Patil was appointed as Chief Financial Officer of the Company with effect from 1^st April 2017.

CS Dhaval Parekh who had been appointed as the Company Secretary as well as KMP as per the provisions of Section 203 of the Companies Act, 2013 and who had also been designated as the Compliance Officer of the company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 resigned on 25^th October 2017.

Following Mr. Parekh’s resignation CS Neelam Prajapati was appointed as the Company Secretary as well as KMP as per the provisions of Section 203 of the Companies Act, 2013 and who had also been designated as the Compliance Officer of the company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 25^th October 2017.

iii) Change in Designation of Director:

Designation of Mrs. Rajashri Khandagale has been changed from Executive to Non-Executive Director of the Company with effect from 25^th October 2017.

iv) Committees of the Board

(a) Audit Committee:-

The audit committee is constituted on 22^nd May 2017 and the members of the committees are:-

Name of Member	Category	Designation
CA. Ravindra Savant	Independent Director	Chairman
Mr. Pradeep Khandagale	Managing Director	Member
Maj. Gen. (Dr.) Vijay Pawar (retd.)	Independent Director	Member

(b) Nomination And Remuneration Committee:-

The Nomination and remuneration committee is constituted on 22^nd May 2017 and the committee members are:

Name of Member	Category	Designation
Maj. Gen. (Dr.) Vijay Pawar (retd.)	Independent Director	Chairman
Ar. Ganeshkumar Wable	Independent Director	Member
CA. Ravindra Savant	Independent Director	Member

(c) Stakeholders Relationship Committee:-

The Stakeholders Relationship Committee is constituted on 22^nd May 2017. The Company Secretary act as a Secretary to the Committee and the committee members are:

Name of Member	Category	Designation
Ar. Ganeshkumar Wable	Independent Director	Chairman
Mrs. Rajashri Khandagale	Non-Executive Director	Member
CA. Ravindra Savant	Independent Director	Member

v) Change in Address of Registered Office of Company:-

The Registered office of the Company is shifted from A-13, RUTUJA RESIDENCY, PLOT NO.17 18, S.NO. 120, MODERN COLONY, SHIVTIRTH NAGAR, KOTHRUD, PUNE-411038 to BUNGLOW NO 36/B, C.T.S. NO 994 & 945 (S.NO.117 & 118) MADHAV BAUG, SHIVTIRTH NAGAR, KOTHRUD, PUNE-411038 with effect from April 1, 2017.

vi) Conversion of the Company:-

The Management proposed to go for initial public offer through SME stock exchange and accordingly Board decided to convert the Company into the Public Limited Company, Consequent to conversion of the company from private limited to public, the name of the company Univastu India Private Limited has been changed to UNIVASTU INDIA LTD with effect from 18^th May 2017.

vii) Initial Public Offer (IPO) & Listing at NSE (E- Merge) :-

During the year under review, your company came up with an IPO of 14,97,000 Equity shares of Rs.40/- each at a premium of Rs. 30/- per share with Total Issue size of Rs. 598.80 Lacs. Your Board is really thankful for the trust posed in the Company. Subsequently the shares of the company have been listed on SME Platform of NSE since July, 2017.

At present, the Company has only one class of share - Equity shares of per value Rs. 10 each. The authorized share capital of the company is Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 5,68,23,000/- divided into 56,82,300 equity shares of Rs. 10 each. The Company has raised the fund through Public Issue of shares and the equity shares of the Company got listed on SME platform of NSE Limited.

IPO Fund Utilisation:-

The Company has raised the fund to meet the working capital requirement and issue expenses purpose. As the Company has raised the fund in the month of July, 2017, during the year 2017- 18, these funds were utilized for the said purpose only.

DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:-

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 thereunder.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:-

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 : https://www.univastu.com/policies.html.

UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2017-18, company has accepted unsecured loans from directors:

(Rs. In Lakh)

sr. No.	Particulars	Amount Outstanding as on 31/03/2018
a)	From Directors :	171.14
b)	From Relatives of Directors:	0.00
c)	Inter-corporate Borrowings	0.00

The outstanding balance of the same as on 31^st March, 2018 is Rs. 1,71,13,717 (Rupees One Crore Seventy one Lakhs Thirteen Thousand Seven Hundred and Seventeen only).

REMUNERATION POLICY FOR DIRECTORS AND KMP:-

The Company’s 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 Company’s website i.e. www.univastu.com.

DIRECTOR''S RESPONSIBILITY STATEMENT:-

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

(i) in the preparation of the annual accounts for the year ended 31^st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(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 at the end of the financial year and Profit of the company for that period.

(iii) the directors have taken proper and sufficient care 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.

(iv) the directors have prepared the annual accounts on a going concern basis. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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.

Independent Directors have three key roles — governance, control and guidance. Some of the performance indicators based on which the Independent Directors are evaluated include:

a) Ability to contribute to and monitor the Company’s Corporate Governance practices.

b) Ability to contribute by introducing international best practices to address top-management issues.

c) Active participation in long-term strategic planning.

d) Commitment to the fulfillment of a Directors'' obligations and fiduciary responsibilities; these include participation in the Board and the Committee Meetings.

In pursuance of above, the Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual 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.

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 equipment’s: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipment’s.

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 Company''s business objectives. The Company was not required to have separate department of research and development activities as of now.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:-

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is given below:

Particulars	Amount in Rs.
Foreign exchange earnings	NIL
Foreign exchange expenditure	NIL

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 2018.

SIGNIFICANT OR MATERIAL ORDERS:-

During the year ending on 31^stMarch 2018 no regulator or court or tribunal has passed any order impacting the going concern status of the company and its operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):-

The Company was not required to constitute Corporate Social Responsibility (CSR) committee and comply with requirements of section 135 of the Companies Act, 2013 and the rules made thereunder.

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.

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).

INTERNAL FINANCIAL CONTROLS:-

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

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 company''s 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 as an Annexure VI to this Report.

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.

BY ORDER OF BOARD OF DIRECTORS

UNIVASTU INDIA LTD

sd/-

PRADEEP KHANDAGALE

PLACE: PUNE MANAGING DIRECTOR

DATE: 07/08/2018 DIN-01124220