The Directors take pleasure in presenting Board's Report on the business and operations of your Company
for the financial year 2024-25, along with the Audited Financial Statements for the financial year ended
March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary for the year ended is as follows:

The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report,
have been prepared in accordance with Ind-AS notified under Section 133 of the Companies Act, 2013 ("the
Act") and other relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and urgent
matters approved by way of circular resolutions, if any, are placed and noted at the subsequent Board
Meeting.

During the financial year under review, 14 (fourteen) meetings of the Board were held. The particulars of
the meetings held along with the attendance of each Director are detailed in the Corporate Governance
Report and hence, not repeated here.

STATE OF COMPANY'S AFFAIRS

During the year under review, the Company has been streamlining the management and compliance
procedures, and hence, the Company has incurred losses. The Net Loss After Tax stands to be at Rs. 20.84
in Lakhs.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance
Sheet as part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments impacting the financial position of the Company have occurred
between the end of the financial year to which these financial statements relate and the date of this report.

The Company's financial status has remained stable during this period, with no significant events or
obligations arising that could affect the accuracy or completeness of the reported financial information.

SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW

No major events took place during the financial year. The period was marked by stability, with no significant
incidents or changes impacting operations or financial performance. Overall, the year proceeded smoothly
without any notable occurrences affecting the company's activities or results.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act,
2013, are disclosed in Balance Sheet as part of Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor
in determining a Company's capacity to create sustainable value is the risks that the Company is willing to
take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a
Company's operating environment and they emerge on a regular basis. The Company's Risk Management
processes focuses on ensuring that these risks are identified on a timely basis and addressed. The Board
has a duly constituted Risk Management Committee of Directors.

The Company is well aware of the above risks and as part of business strategy has a robust risk management
framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to
enable growth, create transparency, minimize adverse impact on the business objectives and enhance the
Company's competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to
establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at
https://univafoods.co.in/investor-relation/policies/.

CHANGE IN THE NATURE OF BUSINESS

The nature of the Company's business remained unchanged throughout the financial year. There were no
alterations or shifts in its core operations, products, or services. The Company continued to operate within
its established business framework, maintaining consistency in its activities and strategic direction during
this period.

DIRECTORS AND KEY MANAGERIAL PERSONS
Directors:

The Company's Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors.
As on March 31, 2025, the composition of Board was as under:

In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given
declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order
or any other such authority.

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in
other Companies;

II. names of other Equity Listed Companies (in any), where the Directors of the Company hold
directorships, along with the category of such Directorships,

are disclosed in the 'Corporate Governance Report' of the Company for the year under review, which forms
part of the Annual Report separately.

Further, details with respect to the meetings of the Board, its committees and remuneration of Directors
etc. are disclosed in the 'Corporate Governance Report' of the Company for the year under review, which
forms part of the Annual Report separately.

Following changes took place on the board of the company during the year: (Till the date of this Board
Report)

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 Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are
reportable to the central government.

DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no
amount principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition, and that transactions are
authorized, recorded, and reported correctly. The internal control system is supplemented by extensive
programme of audit, review by management, and documented policies, guidelines and procedures.

The Company has internal financial controls which are adequate and were operating effectively. The
controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence
to the Company's policies, the safeguarding of assets, the prevention and detection of frauds and errors,
the accuracy and completeness of accounting records and timely preparation of reliable financial
information. The Internal Financial Controls were validated by an external agency appointed by the
Company and also by the Statutory Auditors of the Company.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

This is not applicable to the Company, as there were did not have female employees exceeding ten during
the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the
Company for this period due to the absence of a workforce.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961

This is not applicable to the Company, as there were did not have female employees exceeding ten during
the financial year 2024-25. Consequently, any related provisions or requirements do not pertain to the
Company for this period due to the absence of a workforce.

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

No applications were made, nor were there any proceedings pending under the Insolvency and Bankruptcy
Code, 2016, during the financial year. The Company has not been involved in any insolvency or bankruptcy-
related matters throughout this period, maintaining a stable financial and operational status.

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 ALONG
WITH THE REASONS THEREOF

During the financial year under review, there has been no incident of one time settlement for loan taken
from the banks of financial institutions and hence not being commented upon.

RELATED PARTY TRANSACTIONS/ DISCLOSURE

The Company has not entered into any related party transaction as provided in sub-section (1) of section
188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arm's length basis.
Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub¬
section (1) of section 188 of the Companies Act, 2013 is not applicable for this financial year.

DIVIDEND

The Board of Directors wishes to inform shareholders that no dividend will be declared for the current
financial year. After careful consideration of the company's financial position and future growth plans, the
Board has decided to strengthen and streamline its activities for further stability.

ANNUAL RETURN

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed
on website of the Company. The web-link of the Annual Return is https://univafoods.co.in/investor-
relation/annual-return/.

CAPITAL STRUCTURE

Authorised Share Capital

The Company has Authorized Share Capital of Rs. 16,10,00,000 as on March 31, 2025.

Paid-up Share Capital

The Company has Paid-up Share Capital of Rs. 14,32,28,000 (Rupees fourteen crores thirty-two lakhs and
twenty-eight thousand only) divided into 1,43,22,800 equity shares of Rs. 10/- each as on March 31, 2025.

SHARE WARRANTS

As on March 31, 2025, there were no outstanding share warrants of the Company.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the year:

PARTICULARS OF REMUNERATION

Details pertaining to remuneration 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:

The remuneration given is as per the remuneration policy of the company.

There has been no percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2024-25.

(a) The median remuneration of employees of the Company during the financial year was Rs. 2,88,000
per year.

(b) In the financial year, there was no increase in the median remuneration of employees;

(c) There were one permanent employee on the rolls of Company as on March 31, 2025;

(d) In the Financial year, no increment made in the salaries of employees including managerial
personnel. Hence, the comparison between percentile increases in the managerial remuneration
and percentile increase in the salaries of employees and their justification is not applicable.

AUDITORS
Statutory Auditor

Pursuant to the provisions of Section 139 of the Act the members at the 33^rd (Thirty-third) Annual General
Meeting ('AGM'), held on September 30, 2024, appointed M/s. B. M. Gattani & Co., Chartered Accountants,

as Statutory Auditors of the Company to hold office for their first term of 5 (five) consecutive years
commencing from the conclusion of 33^rd (Thirty-third) AGM till the conclusion of 38^th (Thirty-eighth) AGM
of the Company to be held in the financial year 2029.

Secretarial Auditor

Mr. Hemanshu Upadhyay, Proprietor of M/s. HRU & Associates., Practicing Company Secretaries was
appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required
under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial
Year 2024-25 forms part of this report as Annexure-1.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY AUDITOR IN ITS REPORT

The Statutory Auditor's report for the financial year contains no qualifications, reservations, adverse
remarks, or disclaimers. The audit was completed without any issues, indicating that the financial
statements present a true and fair view of the Company's financial position in accordance with applicable
laws and standards.

EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT
REPORT

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the Report. Point-wise
explanation on observation made by the Secretarial Auditor in its report is as follows:

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under sub-section (7) of
section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in sub¬
section (6) of section 149 of the Companies Act, 2013.

The Company has received requisite declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read
with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI Listing Regulations.

As per Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have also confirmed that
they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent judgment and without
any external influence and that they have registered themselves as an Independent Director in the data
bank maintained with the Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of
the Independent Directors of the Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the
provisions of Section 118 of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the
provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria
for identifying persons who are qualified to become Directors, Key Managerial Personnel ('KMP'), Senior
Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation
of every Director's performance, determining the composition and level of remuneration, including reward
linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors,
KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and
success of the Company.

The policy on director's 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 is available on web-link https://univafoods.co.in/investor-relation/policies/

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

Your Company has no activity requiring conservation of energy or technology absorption; hence particulars
of statement under Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 for conservation of energy and technology absorption are not applicable on your Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The Company has not undertaken any Corporate Social Responsibility (CSR) initiatives during the financial
year, as the provisions of Section 135 of the Companies Act, 2013 do not apply to it. Therefore, no CSR
activities were developed or implemented, in compliance with the applicable legal requirements and
regulations governing such obligations.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The provisions related to subsidiaries, joint ventures, and associate companies do not apply to the
Company, as it does not have any such entities during the financial year.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTOR

In the opinion of the Board, all Independent Directors, including those appointed during the year, possess
integrity and demonstrate expertise and experience in their respective fields. Additionally, each
Independent Director has successfully cleared the proficiency self-assessment test conducted by the Indian
Institute of Corporate Affairs. The Board is confident that these directors contribute valuable insights and
uphold the highest standards of corporate governance and professionalism in fulfilling their roles.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
mandates that the Board shall monitor and review the board evaluation framework. The Act states that a
formal annual evaluation of the performance of the Chairman, Board, its committees and of individual
directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act
state that the performance evaluation of Independent Directors shall be done by the entire Board of
Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also
mandates that the Board shall evaluate the fulfilment of the independence criteria of the Independent
Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of all the individual directors, the Board as a whole and that of its Committees
was conducted based on the criteria and framework adopted by the Board.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such
as the Board composition and structure, effectiveness of Board processes, information and functioning,
etc. The performance of the Committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of Committees, effectiveness of
Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the SEBI.

The Board reviewed the performance of individual Directors on the basis of criteria such as the contribution
of the individual Director to the Board and Committee Meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board
as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board,
taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board
also assessed the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013.

COMMITTEES OF BOARD

The Board of Directors have constituted the following committees,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The detailed disclosures about the composition, terms of reference and meetings of the committees are
provided in the Corporate Governance report, attached as Annexure-2.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the
Company's Code, any actual or potential violation, howsoever insignificant or perceived as such, would be
a matter of serious concern for the Company. The role of the employees in pointing out such violations of
the Company's Code cannot be undermined. In accordance with Section 177(9) of the Act and Regulation
22 of the SEBI Listing Regulations, the Company has established the necessary vigil mechanism that
provides a formal channel for all its directors, employees, and other stakeholders to report concerns about
any unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

The Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective clauses for
the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained
by the Company, the work performed by the internal, statutory, and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting by the statutory
auditors and the reviews performed by management and the relevant Board Committees, including the
Audit and Compliance Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2024-25.

In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board
hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) 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;

(c) 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;

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

(e) 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,

(f) 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.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-
2.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
is attached to this report as Annexure-3.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management
Executives regarding compliance of the Code of Conduct during the year under review. A declaration by
the Managing Director affirming compliance of Board Members and Senior Management Personnel to the
Code is attached to this report as Annexure-4.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing
Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as Annexure-5.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report as
Annexure-6.

INSOLVENCY AND BANKRUPTCY

The Company has not made any application or no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year and hence not being commented upon.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to it Members, financial institutions, bankers
and business associates, Government authorities, customers and vendors for their co- operation and
support and looks forward to their continued support in future. Your Directors also place on record, their
deep sense of appreciation for the committed services by the employees of the Company.

On Behalf of the Board of Directors
For Univa Foods Limited

Mallinath Madineni Deepak Babulal Kharwad

Managing Director Director

(DIN: 01556784) (DIN: 08134487)

Dated this September 4, 2025 at Mumbai.