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The Board of Directors hereby submits the report of the business and operations of your Company (“the Company" or
"UniversalAutofoundry Limited"), alongwith the audited financial statements, forthe financialyear ended March 31,2025.

Results of our operations and state of affairs

Notes:

The above figures are extracted from the audited financial statements as per Indian Accounting Standards (Ind AS)
Equity shares are at par value of Rs.10 per share

1. Brief description of the Company's working during the Year/State of Company’s affair:

The company is engaged in the business of manufacturing and export specializing in the production of Cast Iron and
Ductile Iron castings.Company offers castings in three different conditions: Machined, Semi Machined, and as cast, all
of which can be customized with surface treatments to meet our customers' specific requirements. Our diverse range
of components, such as Housings, Suspension Brackets, Flywheel housing, Differential Housings, Hubs, Brake Drums,
Flywheels, Adjuster Nuts, Pulleys, Dampers, and more, are widely utilized in the commercial vehicle, tractors and
engineering sectors.

Spanning over an expansive about 30,000 square meters, Universal Autofoundry houses state-of-the-art
manufacturing facilities. We boast a fully integrated casting and machining operation, ensuring efficient production in
an environmentally friendly foundry and machine shop. Our capabilities extend to the supply of intricate, cored, and
fully machined cast components, with weights ranging from 4 to 125 kilograms.

Installed 3rd High Pressure Molding Line, RHINO, reaching to a total production capacity of42,000 MT / Year
Company is continuously working towards to objective growth in domestic as well as international markets, Recently,
company has participated in the Event Named “Cast Forge" - International Foundry Trade Fair with Technical Forum
from 4th to 6th June in Germany.

2. Change in the Nature of the Business:

During the period under review, the company has incorporated a change in Memorandum of Association by addition
of one more sub clause in Clause III (A) of its Main Object Clause approved by members byway of special resolution on
Friday, 23rd August, 2024 in the Annual General Meeting.

3. Transfer to Reserves:

Your Board doesn’t propose to transfer any amount togeneral reserve forthe financialyear ended on March31,2025.

4. Dividend:

With a view to provide cushion for any financialcontingencies in the future and to strengthen thefinancial position of
the Company, your directors have decided not to recommend any dividend for the periodunder review

5. Changes in Share Capital:

During the year under review, there was no change in the Authorized Share Capital and the paid-up capital of the
Company.

6. Subsidiary Companies/ Joint Ventures/Associate Companies

During theyear under review, there was no associate, Joint Venture and Subsidiary Company.

7. Board of Directors

During the year under review, Mr. Ullal Ravindra Bhatt was re-appointed as Independent Director of the Company
w.e.f. 29.08.2024.

Further, in accordance with the provisions of section 149,152 and other applicable provisions of the Companies Act,
2013, one third of Directors are liable to retire by rotation, shall retire every year and, if eligible, offer them for re¬
appointment at every AGM. Consequently, Mr. Gajendra Kumar Tyagi (DIN: 00371981) Wholetime Director of the
Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re¬
appointment.

The Board recommends the appointment for the consideration of Members of the Company at the ensuing Annual
General Meeting. Abrief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM.

8. Number ofMeetings of the Board

During the year under review the Board met for 06 Board Meetings. The details of the number of Meetings of the Board
held during the financial year 2024-25 forms part of the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

9. Key Managerial Personnel

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*Mrs. Ambika Sharma resigned from the post of Company Secretary & Compliance Officer w.e.f. 02.06.2025.
At present followings are the Key Managerial Personnel of the Company:

10. Committees of the Board

Pursuant to requirement of the Companies Act, 2013, the Board has constituted the following committees:

1. Audit Committee;

2. Nomination and Remuneration/Compensation Committee;

3. Shareholder’s/Investor’s Grievance Committee also known as Shareholder’s Relationship Committee

4. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.

11. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation,
Corporate Social Responsibility and Shareholder’s/Investor’s Grievance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.

12. Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as provided in sub¬
section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

13. Nomination and Remuneration Policy:

The policy of the Company on Director’s appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of
Section 178 of the Companies Act, 2013 adopted by the Board is available on the following weblink:
https://ufindia.com/codes-and-policies/.

14. Finance & Accounts

Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and
Accounting Standards. The estimates and judgments relating to the Financial Statements are made on a going concern
basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the
Company's state of affairs, profits and cash flows for theyear ended March 31,2025.

15. Awards and Recognitions

During the year under review, your company has been awarded:

I. Kaizen Award (Silver) in 17th CII National Competitiveness-fir Cluster Summit 2024 by CH-Centre of Excellence for
Competitiveness for SMEs Confederation of Indian Industry on Tuesday -Wednesday: 8-9 October, 2024, at Indian
Habitat Centre, NewDelhi.

II. Regional Award for Outstanding Export Performance (EEPC INDIA-N.R) for the year 2019-20 fir 2020-21 on Mayl3,
2025.

16. Auditors

(a) Statutory Auditor and their report

The Statutory Auditors of the Company M/s. Goverdhan Agarwal Sr Co., Chartered Accountants, (Firm Registration
Number: 006519C) have audited the Financial Statements of the Company. The Independent Auditors Report forms a
part of this report and no adverse remark/comment has been made in the said report by the Statutory Auditors. The
report is self-explanatory and do not call for any further comments.

The Statutory Auditors were appointed by the members of the Company to hold office for a period of five years, from
the conclusion of this Twelfth AGM till the conclusion of Seventeenth AGM of the company at such remuneration as
maybe mutually agreed between the Board of Directors and the Auditors."

During the financial year 2024-25, no fraud was reported by the Statutory Auditor of the Company in their Report.

(b) Secretarial Auditor and their report

In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s Arms fir
Associates LLP, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE Tand forms part
of this report. No adverse comment has been made in the said report by the Practicing Company Secretary.

During the financial year 2024-25, no fraud was reported by the Secretarial Auditor of the Company in their Report.

(c) Cost Auditorand their Report

The cost accounts and records as required to be maintained under Section 148(1) of Companies Act,2013 are duly made
and maintained byyour Company.

In accordance with the provisions of Section 148 of the Act and rules made there under, the Board of directors of the
Company has appointed M/s Girdhar Chaudhary fit Co., (FRN: 103888)Cost Accountants as the Cost Auditor of the
Company for the financial year 2024-25.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on
March 31,2025 and the same has been filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Girdhar Chaudhary Sc Co., Cost Accountants (FRN 103888) as Cost auditor to conduct
the audit of cost records ofyour Company for the financial year 2025-26.

The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and
necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the
Company.

During the financial year 2024-25, no fraud was reported by the Cost Auditor of the Company in their audit Report.

17. Internal Audit and Controls

Your Company has appointed M/s Shah Patni fit Co. as its Internal Auditor. During the year, the company continued to
implement their suggestions and recommendations to improve the control environment. Their scope of work
includes review of processes for safeguarding the assets of the company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors
findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2024-25, no fraud was reported by the InternalAuditor of the Companyin their Report.

18. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) Sc (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company http://www.ufindia.com.

19. Annual Return

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies
Act, 2013 the copy of Annual Return under section 92(3) is hosted on the Company’s website viz.
https://ufindia.com/annual-return/.

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and the date of the
report

On 24th July, 2025, the Company has started the commercial operation of its Solar Plant 3.60 MW AC (5 MWp DC)
located at Bajju (Bikaner). With this expansion, the Company not only expand the production capacity but also aim
towards greener tomorrowboosting the sustainability development.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and company's operations in future.

There are no significant and material orders passed by the Regulators/courts that would impact the going concern
status of the Company and its future operations.

22. Penalty

During the year under review, Company has received emails from Bombay Stock exchange regarding imposition of
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23. Acceptance of Deposits

The Company has not accepted deposit from the publicfalling within the ambit of Section 73 of the CompaniesAct,
2013 and The Companies (Acceptance of Deposits)Rules, 2014

24. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013
are given in the notes to Financial Statements,
i) No loan was given to any company

25. Details/Disclosures of Ratio of remuneration

The statement of disclosure of remuneration under Section 197 of the CompaniesAct, 2013 and Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2004 is made thereunder 'ANNEXURE- 3’.

26. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and
on arm’s length basis and do not attract the provisions of section 188 of the CompaniesAct, 2013 and rules made there
under ANNEXURE-4.

Related party transactions have been disclosed under the Note no. 39 of significant accounting policies and notes
forming part of the financial statements in accordance with “Accounting Standard 18". A statement in summary form of
transactions with related parties in the ordinary course of business and on arm’s length basis is periodically placed
before the Audit committee for review and recommendation to the Board for their approval. None of the transactions
with related parties were in conflict with the interest of the company. All the transactions are in the normal course of
business and have no potential conflict with the interest of the company at large and are carried out on an arm’s length
basis or fair value.

27. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a
certificate from the Company’s Auditors confirming compliance forms an integral part of this report.

Company has submitted corporate governance report for every quarter within the prescribed time.

28. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy
requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental
regulations and preservation of natural resources.

29. The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 said Act every
company having 10 or more employees is required to set up an Internal Complaints Committee to look into complaints
relating to sexual harassment at work place of any women employee.

The Company constituted the following Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 approved by the Board in their meeting held on Thursday, February
06.2025:

The Company has been employing women employees in various cadres within the factory premises. Your Company has set
up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored
by women line supervisors who directly report to the Chairman & Managing Director.

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During the financial year 2024-25 your company has not received any complaint of harassment and hence no compliant is
outstanding as on March 31,2025 for redressal.

30. Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility (CSR) policy of the company and the initiatives taken by the
company are set out in Annexure 5 of this report in the format prescribes in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. For other details regarding CSRCommittee, please refer to the Annexure 5, forming a
part of this annual report. Further, the CSRPolicy is also available onhttp://www.ufindia.com

31. Secretarial Standards

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

32. Details in respect of frauds reported by the auditors under section 143(12) of companies act, 2013

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act,
2013.

33. Director's Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that—

(i) that in the preparation of the annual accounts, the applicable accounting standards had 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 of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) 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; and

(vi) 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.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no
funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part
of this Annual Report.

36. Statutory Information

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the
information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in
ANNEXURE ‘2’ an integral part of this report.

In terms of provisions of section 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 a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided
hereunder. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed in ANNEXURE ‘3’ an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2024-25.

37. Cautionary Statement

Statement in the Management’s Discussion and Analysis Report detailing the Company's objectives, projections,
estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company's operations include global and Indian demand-supply conditions, finished
goods prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax
regimes, economic developments in India and other factors such as litigation and labor negotiations.

38. The details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal
audits taking place periodically.

39. Statement for development and implementation of risk management policy u/s 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 the top 1000 listed entities needs to adopt Risk Management Policy. Therefore, the Company is not
required to adopt Risk Management Policy as company does not comes under Top 1000 listed companies

40. Statement on compliance with the Maternity Benefit Act, 1961

In accordance with sub-rule- (5)(xiii) of Rule- 8, the Board confirms that the Company has complied with all applicable
Drovisions of the Maternitv Benefit Act. 1961. including but not limited to:

41. Appreciation and Acknowledgments:

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and
commitment. The Board places on record its appreciation for the support and co-operation your company has been
receiving from its Suppliers, Retailers, and Dealers & Distributors and other associated with the Company. The
Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory
Authorities and Stock Exchange for their continued support.

42. Miscellaneous:

The shareholders are hereby informed that Mr. Kishan Lai Gupta, who is one of the Promoter of the Company and his
family members through their Companies [i.e. companies having their control] has had filed many frivolous court cases
against the company which are ongoing before different Courts to the extent of approx. Rs 4.50 crores the details of
which are given hereunder:

• On 29th September 2023, the company received a Notice from the National Company Law Tribunal (NCLT) regarding
application filed by Precision Autocastings Private Limited (Operational Creditor) under Section 9 of Insolvency and
Bankruptcy Code, 2016 to initiate Company Insolvency Resolution Process against Outstanding dues of supplies made
by Precision Autocastings Private Limited to Universal Autofoundry Limited, the Case is still pending.

• On 12th October 2023, the company received a Notice from KVG High Tech Auto Components Private Limited under
provisions of section 18(1) of delayed payment to Micro Small Enterprises of Micro Small and Medium Enterprises
Development Act, 2006, regarding non-payment for supplied goods to the Company as per work orderwithin 45 days,
for which the company replied on 8th November, 2023, that payment had been made and if there were still difference

exists in the books then it was only against the purchase return and pricing difference and debit notes were also issued
for them.

• On 17th October, 2023, the Company received a Notice from M/s Unicast under provisions of section 18(1) of delayed
payment to Micro Small Enterprises of Micro Small and Medium Enterprises Development Act, 2006, regarding non¬
payment for supplied goods to the Company as per work order within 45 days, for which the company replied on 8th
November, 2023, that payment had been made and if there were still difference exists in the books then it was only
against the purchase return and pricing difference and debit notes were also issued for them.

• On 30th October, 2023, the company received a Notice from Jain Autocastings Private Limited under provisions of
section 18(1) of delayed payment to Micro Small Enterprises of Micro Small and Medium Enterprises Development Act,
2006, regarding non-payment for supplied goods to the Company as per work order within 45 days, for which the
company replied on 8th November, 2023, that payment had been made and if still difference existing in the books then
it was only against the purchase return and pricing difference and debit notes were also issued for them.

• M/s Precision Autocasting Pvt. Ltd. has filed an Application under section 12A of the Commercial Courts Act, 2015
before Rajasthan High Court Mediation Centre, Jaipur titled as Precision Autocasting Pvt Ltd vs Universal Autofoundry
Ltd for recovery of Rs. 9,74,244/- on the pretext that out of total 918 number of goods, 336 have not been received back
by the Applicant upon which the present dispute has been filed under the Commercial Courts Act. Since before filing of
any suit before Commercial Court, an Application under section 12A has to be filed before Mediation Centre, therefore
this Application has been filed for recovery of Rs. 9,74,244/-.

Further it is informed that the time period of transactions in all the above cases falls between June 2022 to June 2023 and in
matter of case filed by Precision Autocastings Private Limited the period of transactions is from June 2022 to September
2023. The point to be taken note of is that Mr. Kishan Lai Gupta was the Chairman of Universal Autofoundry Limited till
December 23,2022 and was awhole-time director of the company till June 08,2023.

For & on behalf of the Board
Sd/-

Vimal Chand Jain
Chairman and Managing Director
DIN: 00295667

Jaipur, 06th August, 2025