The Board of Directors ("Board") of the Company have immense pleasure in presenting the
33^rd Annual Report together with the Audited Financial Statements for the Financial Year ended
31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are as follows:

2. DIVIDEND

There is no profit during the year under review nor there are accumulated profit in the Company,
therefore the Board of the Company does not recommend any dividend for the financial year
ended 31^st March, 2025.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING /OPERATIONS DURING THE YEAR

During the year under review the Company has incurred loss amounting to Rs 8,58,706 (Rupees
Eight Lakhs Fifty-Eight Thousand Seven Hundred Six Only) as compared to the loss of previous
year ended on 31^st March 2024 amounting to Rs 24,50,689 /- (Rupees Twenty-Four Lakhs Fifty
Thousand Six Hundred Eighty-Nine Only). No new business could be undertaken due to paucity
of working capital and other business constraints.

4. RESERVES & SURPLUS

Since there was no profit during the year under review, no amount was transferred to reserves
during the year 2024 -25.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company since the last annual report.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED DURING THE YEAR

During the period between the close of Financial Year and date of report, there were no material
changes and commitments that affects the financial position of the Company.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals
impacting going concern status and Company's operations in future.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls commensurate with the volume
of transactions in the Company. During the Financial Year 2024 - 25, such controls were tested
and no reportable material weakness in the design or operation were observed.

9. DETAILS OF SUBSIDIARY /JOINT VENTURE /ASSOCIATE COMPANIES

The details as required under this section are as follows:

Subsidiary/ Joint Venture/ Associate Company: NIL

10. DEPOSITS

As on 31^st March, 2025, neither the company has accepted any fixed deposit nor there is any
unclaimed deposit.

11. AUDITOR AND AUDITORS' REPORT

M/s. V Nagarajan & Co., Chartered Accountants (FRN No 004879N) the Statutory Auditors of the
Company, were appointed as the Statutory Auditors of the Company in the 32^nd Annual General
Meeting ("AGM") of the Company held on 28^th August, 2024 for a term of five consecutive years
from the conclusion of the said AGM till the conclusion of the 37^th AGM to be held in the year
2029.

Notes to accounts are self- explanatory; the Auditors' Report does not contain any qualification,
reservation or adverse remark.

• Internal Auditor

The Board of Directors on the recommendation of the Audit Committee has appointed Mr.
Gagandeep Singh Waraich (M. No. FCA 546430), a qualified Chartered Accountant as the Internal
Auditor of the Company for conducting the audit during the Financial Year 2024 - 25.

• Secretarial Auditor

Mehak Gupta & Associates, Company Secretaries were appointed to conduct Secretarial Audit
for the Year 2024 - 25 in accordance with the provisions of section 204 of the Companies Act,
2013. The Secretarial Audit Report for the year ended on March 31, 2025 is annexed herewith
as 'Enclosure-2'. The Board has duly taken note of the comments made by the Secretarial
Auditor in their report. The management has reviewed these comments in detail and has agreed
to take appropriate corrective and preventive actions to address the issues raised. The Board is
satisfied with the steps undertaken and will continue to monitor the implementation of these
measures to ensure ongoing compliance and governance standards.

12. SHARE CAPITAL: There was no change in the share capital of the Company during the year.

a. Issue of equity Shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provisions of moneys by company for purchase of its own shares - NIL

During the year, there were no transactions requiring disclosure or reporting in respect of
matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) issue of shares (including sweat equity shares) to employees of the Company under
any scheme;

c) raising of funds through preferential allotment or qualified institutions placement;

d) instance of one-time settlement with any bank or financial institution.

13. EXTRACT OF ANNUAL RETURN

Extract of Annual Return is uploaded on the website of the Company at
www.uniofficeautomation.com

14. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of section 135 of the Companies Act, 2013 Corporate Social
Responsibility Committee (CSR Committee) of the board was constituted on October 25, 2018.
The committee comprises the following members:

1. Ms Rita Gupta, Chairperson

2. Mr Sunil Kumar Shrivastava, Member

3. Mr Vipin Gupta, Member

Since the company did not meet the criteria of net profit/turnover/ net worth as prescribed
under section 135 of the Act, CSR contribution was not made during the year 2024- 25.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149, 152 and other applicable provisions

if any of the Companies Act, 2013, one third of such of the Directors who are liable to
retire by rotation, shall retire from office at every annual general meeting. The retiring
director may however offer themselves for re - appointment, if eligible. Accordingly,
Mr. Sashi Sekhar Mishra shall retire by rotation at the ensuing Annual General Meeting
and being eligible has offered himself for re - appointment pursuant to the provisions of
Companies Act, 2013.

B. Changes during the year:

There were no changes in the composition of board of directors of the company during
the year under review.

The appointment of Ms. Pamela Srivastava as an Independent Director of the Company
was approved by the Members at the 32^nd Annual General Meeting held on 28 August
2024, for a term of five (5) consecutive years commencing from 28 August 2024 and
ending on 27 August 2029, in accordance with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C. Formal Annual Evaluation: Pursuant to provisions of the Companies Act, 2013 the Board
has carried out formal evaluation of its own performance, the Directors individually and
the evaluation of the working of its Audit committee, Nomination & Remuneration
Committee, and Stakeholder Relationship Committee.

16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met Four times during the Financial year 2024 - 25 (i.e. 1^st April 2024 to 31^st
March 2025) the details of the Board meetings are stated in the Corporate Governance
report forming a part of the Annual Report.

Further, the gap between any two meetings did not exceed one hundred and twenty days.

17. AUDIT COMMITTEES

In terms of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, Board of Directors constituted
the Audit Committee of the company. The details pertaining to Audit Committee are
included in the Corporate Governance Report which forms part of this report.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

In terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Company has formulated
the Whistle Blower Policy / Vigil Mechanism under Audit Committee. The Audit Committee
comprises of the following members:

The above composition of the Audit Committee consists three- fourths majority of
Independent Directors.

The Company has established a Vigil mechanism and oversees through the Audit Committee
with an object to address the genuine concerns expressed by the employees and Directors.
The Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
Chairman of the Audit Committee on reporting issues concerning the interests of employees
and the Company.

The policy on vigil mechanism is annexed to this report as 'Enclosure 1' and can be accessed
on the Company's website www.uniofficeautomation.com.

During the year under review no complaint was received from any Whistle Blower.

19. NOMINATION AND REMUNERATION POLICY

The Board of directors on the recommendation of Nomination & Remuneration Committee
has adopted a policy for selection and appointment of Directors & KMPs and their
remuneration. The Nomination & Remuneration Policy is attached to this report as
'Enclosure 3'.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments in the company as may be applicable under
Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

There was no contract / transaction entered by the Company during the financial year under
review except that were in the ordinary course of business and on arm's length basis. During
the year under review the Company had not entered into any contracts /arrangements/
transactions with related parties and which could be considered as material in accordance
with the policy of the Company on materiality of related party transactions.

The policy on related party transactions approved by the Board may be accessed on the
Company's website www.uniofficeautomation.com

22. MANAGERIAL REMUNERATION

During the year under review, no managerial remuneration was paid due to paucity of
resources.

23. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in
accordance with Section 149 (7) of the Companies Act, 2013, that they were meeting the
criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act,
2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirement) Regulations, 2015.

24. INDEPENDENT DIRECTOR'S MEETING

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25 (3) of the SEBI
Listing Regulations, 2015 the separate meeting of the independent directors was held on 17^th
January, 2025.

Without the attendance of non-independent directors and members of management, inter
alia, the independent directors discussed the following:

i. Review the performance of non - independent directors and the board as a whole;

ii. Assess the quality, quantity and timeliness of flow of information between the Board
and the management of the Company to effectively and reasonably perform their duties

iii. Responsibility of independent directors with regards to internal financial controls.

iv. Independent review & Judgement on the functioning & operations of the company.

25. CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance and
adhere to the Corporate Governance requirements set out by the Securities & Exchange Board
of India (SEBI). A separate report on "Corporate Governance" is annexed hereto.

The requisite certificate from the Auditors' of the Company confirming compliance with the
conditions of corporate governance is attached as 'Enclosure 4' to the Report on Corporate
Governance and form part of Annual Report.

26. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has laid down Risk
Management Policy to inform Board Members about the risk assessment and minimization
procedures.

27. MANAGEMENT'S DISCUSSION AND ANAYLSIS

Management of the company is exploring new business opportunities and avenues that may
be undertaken by the company in future. There is no data to be reported under management
discussion and analysis hence not been reported.

28. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm
that:

i. In the preparation of the Annual Accounts for the financial year ended at 31^st March,
2025; the applicable accounting standards have been followed along with proper
explanation relating to material departure (if any);

ii. Appropriate accounting policies have been selected and applied consistently and that
the judgments and estimates made are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of

the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

iv. In view of expected future business, the annual accounts for the financial year ended on
31^st March, 2025 have been prepared on a going concern basis;

v. The internal financial controls were followed by the Company and that internal financial
controls are adequate and were operating effectively; and

vi. Proper systems were devised to ensure compliance with the provision of all applicable
laws and the systems were adequate and operating effectively.

29. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of
Company Secretaries of India.

30. PARTICULARS OF EMPLOYEES

During the year, there were no employees covered under Section 197 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

31. ADDITIONAL INFORMATION RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review considering the nature of activities undertaken by your Company,
there are no particulars to be furnished in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo.

32. EMPLOYEES STOCK OPTION PLAN

As on the date of this report the company has not issued any shares under the Employees Stock
Option Plan (ESOP).

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors have not reported any incident of fraud by the officers or employees of
the Company for the financial year under review.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or pending under the Insolvency
and Bankruptcy Code, 2016

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE- TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no loan outstanding from Bank or Financial Institution.

36. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by Central Government under Section 148(1) of
Companies Act, 2013 is not applicable to the Company

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

In view of number of employees being less than prescribed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; Internal Complaints
Committee under the said Act is not constituted.

38. Maternity Benefit

Since the Company does not have any employees during the year under review, the provisions
of the Maternity Benefit Act, 1961 are not applicable to the Company.

39. ACKNOWLEDGEMENT

Your Directors wish to thank the Government authorities, bankers and shareholders for their
co-operation and assistance extended to the Company.

By Order of the Board
For Universal Office Automation Limited

Date: 30 May 2025
Place: New Delhi

Sunil Kumar Shrivastava Sashi Sekhar Mishra

Managing Director Director