Directors Report of U H Zaveri Ltd.

Mar 31, 2025

Your directors have great pleasure in presenting the 8th Board Report along with
Audited Statement of Accounts and the Auditor''s Report of the company for the
financial year ended 31st March 2025.

FINANCIAL SUMMMARY

The company sustained a good performance during the FY 2024-25. The key
highlights of the financial performance/losses, as stated in the audited financial
statements, along with the corresponding performance for the previous year are
as under:

PARTICULAR

2023-24

2024-25

Total Income for the year was

480.83

436.86

Operating & Administrative expenses

1984.96

3140.32

Net Profit/(Loss) Before Tax

73.84

27.38

Less: Provision For Tax

9

6.50

Deferred Tax

-

-

Profit/(Loss) After Tax

64.84

20.88

EPS

0.64

0.20

STATE OF COMPANY AFFAIR AND CHANGE IN BUSINESS

There is no change in company affairs or business by the company during the
period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion & analysis report is enclosed as Annexure to this
Report

DIVIDEND

The Board of Directors of Your Company has not recommended any dividend for
the Financial Year ended 31st March 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of
the Companies Act, 2013 do not apply.

TRANSER TO RESERVE

During the year under review, the Company has not transferred any amount to
General Reserves account.

CHANGE IN THE NATURE OF BUSINESS

During the year, there is no change in the nature of the business of the Company
DIRECTORS & KEY MANAGERIAL PERSONNEL

Sr.

No.

Name of Directors/KMPs

Designation

1

Mr. Hitesh Mahendrakumar Shah

Managing Director

2

Mrs. Sunitaben H. Shah

Non-Executive Non-Independent
Director

3

Mr. Mahendrakumar H. Shah

Executive Director

4

Mr. Ankur Sumatilal Shah

Non- Executive Independent
Director

5

Mr. Harshis Mananjay Jhaveri

Non-Executive Independent
Director

* All the Independent Directors of the Company have given their declarations to the Company under
Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and the Listing Regulations and are independent of
the management

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review ,the board of directors of the company met
[8] times to transact the business of company in accordance with the provision of
the Act and rules made thereunder and the dates on which they met during the
year under review.

S No

Date of Board Meeting

1.

30/05/2024

2.

22/07/2024

3.

05/09/2024

4.

12/11/2024

5.

11/12/2024

6.

07/01/2025

7.

16/01/2025

8.

19/03/2025

The gap between two Board Meetings was within the maximum time gap
prescribed under the Act and the Listing Regulations. The requisite quorum was
present in all the meetings

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and
Secretarial Standard 2 (relating to General Meetings) issued by the Institute of
Company Secretaries of India.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulation, 2015, the Board evaluated the effectiveness of its functioning and that
of the Committees and of individual Directors by seeking their inputs on various
aspects of Board/Committee. The evaluation covered functioning and
composition of the Board and its Committees, understanding of the roles and
responsibilities, experience, competencies, participation at the Board and
Committee meetings, corporate governance practices etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013,
with respect toDirectors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with explanation relating to material
departures;

II. The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit/loss 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 of 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;
and

V. The directors have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and
effectiveness of the Company''s internal financial controls relating to its financial
statements. During the year, such Controls were tested and no reportable material
weakness was observed.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company has not made any changes in capital
structure of the company.

MATERIAL CHANGES AND COMMITMENTS IF ANY

During the year under the review there are no other material changes and
commitments affecting the financial position of the Company occurred between
the end of the financial year to which this Financial Statements relate and the
date of this report

ANNUAL RETURN

The Annual Return as required under section 134(3)(a) read with Section 92(3) of
the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at
www.uhzaveri.in.

AUDITOR AND THEIR REPORT

• Statutory Auditors

The Company has appointed M/s. Shah Karia & Associates, Chartered Accountants
(Firm Registration No. 131546W) as Statutory Auditors of the Company as per the
Provisions of Section 139 of the Companies Act, 2013 for a period of Five Years
and they will continue to hold the office until the conclusion of 36th AGM to be
held in Year 2029-30.

The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of
the Company.

The Auditors'' Report does not contain any qualification. Notes to Accounts and
Auditors remarks in their reports are self-explanatory and do not call for any
further comments.

• SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under M/s Neelam
Somani & Associates, Practicing Company Secretaries have been appointed as
Secretarial Auditor of the Company. The report of the Secretarial Auditor is
enclosed to this report.

• COST AUDITORS

The Company was not required to maintain cost records and appoint cost auditors
as required under Section 148 of the Act read with the Companies (Cost Records
and Audit) Amendment Rules, 2014.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview
of provisions of Section 73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014 during the period under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not formulated and implemented any
Corporate Social Responsibility Initiatives as the said provisions are not applicable
to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided
security in connection with the loan to any other body corporate or person or
made any investments hence no particulars of the loans, guarantees or
investments falling under the provisions of Section 186 of the Companies Act,
2013 are provided by the Board.

PARTICULARS REGARDING EMPLOYEES

During the year under review, none of the employees were in receipt of
remuneration exceeding the limit prescribed under Section 197(12) of the Act and
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the
related party, as defined under section 188 of the companies Act, 2013 were in
ordinary course of business and on arms'' length basis. Details of the transactions
pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule
8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per
"Annexure - A".

However, there are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large.

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

There is no significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company''s operations in future.

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

Disclosures pertaining to conservation of energy, technology absorption and
foreign exchange earnings & outgo, were not applicable to the Company during
the year under review.

AUDIT COMMITTEE/NOMINATION AND REMUNERATION

COMMITTEE/STAKEHOLDER RELATIONSHIP COMMITTEE/SEXUAL HARASSMENT
COMMITTEE

• Audit Committee

Our Company has formed the Audit Committee as per the applicable provisions of the
Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations
(applicable upon listing of Company''s Equity Shares).

The composition of the Audit Committee and details of meetings attended by the members
of the Audit Committee are given below:

Name

Designation

Category

No. of Meetings held
during the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-
Independent Director

5

5

Sunitaben

Hiteshkumar

Shah

Member

Non-Executive-

Non Independent Director

5

5

Ankur S. Shah

Member

Non-Executive-
Independent Director

5

5

• Nomination and Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company''s Equity Shares). The Nomination and
Remuneration Committee comprises the following members:

Name

Designation

Category

No. of Meetings held during
the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-
Independent Director

3

3

Manoj S. Shah

Member

Non-Executive-
Independent Director

3

3

Ankur S. Shah

Member

Non-Executive-
Independent Director

3

3

The Policy of nomination and Remuneration committee has been placed on the website of the
company at
www.uhzaveri.in

• Stakeholder''s Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178
and other applicable provisions of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI
Listing Regulations (applicable upon listing of Company''s equity shares).The constituted
Stakeholders Relationship Committee comprises the following members:

Name

Designation

Category

No. of Meetings held
during the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-

Independent

Director

2

2

xSunitaben

Hiteshkumar

Shah

Member

Non-Executive-

Non

Independent

Director

2

2

Ankur S. Shah

Member

Non-Executive-

Independent

Director

2

2

• Sexual Harassment Committee

The Sexual Harassment Committee was constituted by the Board of Directors in
compliance with the Sexual Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act,2013

Name

Designation

Category

No. of Meetings held during the
Period

Held

Attended

Mrs. Sunita H.
Shah

Chairman

Non-Executive-
Non Independent
Director

Harshish M.
Jhaveri

Member

Non-Executive-
Independent Director

-

-

Manoj S. Shah

Member

Non-Executive-
Independent Director

-

-

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and
Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 forms an integral part of this Report, and provides the companies'' current
working and future outlook of as per "Annexure - D"

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was
held on 15th February 2025, inter-alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of
Directors as a whole

Evaluation of performance of the Chairman of the Company, taking into account
the views of the Executive and Non-Executive Directors and

Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary to effectively and reasonably
perform its duties.

All the Independent Directors were present at the meeting.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated and adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment to its
employees and external individuals engaged with the Company that is free from
discrimination and harassment including sexual harassment. The Company has in
place a robust policy on prevention of sexual harassment at workplace. The policy
aims at prevention of harassment of employees as well as contractors and lays
down the guidelines for identification, reporting and prevention of sexual
harassment.

During the year under review, there were no incidences of sexual harassment
reported and received.

VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy
for all the stakeholders of the Company, which also provides for direct access to

the Chairperson of the Audit Committee in appropriate or exceptional cases as per
the Policy.

The details of the Whistle Blower Policy is available on the website of the
Company i.e. www.uhzaveri.in.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed
to managing the risks in proactive and efficient manner. The Company periodically
assesses risk in the internal and external environment, along with the cost of
treating risks and incorporates risk treatment plans in its strategy, business and
operational plans.

The Company, through its risk management process, strives to contain impact and
likelihood of the

risk within the risk appetite as agreed from time to time with the Board of
Directors.

Management Discussion and Analysis Report of the Annual Report identifies key
risks, which can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to
control risks. The Risk Management Policy of the Company developed in line with
the business strategy lays down procedures for risk identification, evaluation,
monitoring, review and reporting.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, Report on Corporate Governance is applicable on the Company.
The Company has obtained the certificate from practicing company secretary.

ACKNOWLEDGEMENTS

Your director wish to place on record their appreciation for the continuous
support received from the Members, customers, suppliers, bankers, various
statutory bodies of the Government of India and the Company''s employees at all
levels.

By Order of the Board Registered offce:

For U.H. Zaveri Limited GF/2, Manish Complex, Nikol Road, Indrajit

Tenaments, Opp. Diamond Mill, Ahmedabad,
Gujarat, 382350

Sd/-

1. Hitesh Mahendrakumar Shah CIN: L74999GJ2017PLC098848

Managing Director(DIN: 07907609) Email: [email protected]

Website: www.uhzaveri.in
Date: 05/09/2025

Sd/-

2. Mahendrakumar Hargovandas Shah

Director(DIN: 07907637)


Mar 31, 2025

Your directors have great pleasure in presenting the 8th Board Report along with
Audited Statement of Accounts and the Auditor''s Report of the company for the
financial year ended 31st March 2025.

FINANCIAL SUMMMARY

The company sustained a good performance during the FY 2024-25. The key
highlights of the financial performance/losses, as stated in the audited financial
statements, along with the corresponding performance for the previous year are
as under:

PARTICULAR

2023-24

2024-25

Total Income for the year was

480.83

436.86

Operating & Administrative expenses

1984.96

3140.32

Net Profit/(Loss) Before Tax

73.84

27.38

Less: Provision For Tax

9

6.50

Deferred Tax

-

-

Profit/(Loss) After Tax

64.84

20.88

EPS

0.64

0.20

STATE OF COMPANY AFFAIR AND CHANGE IN BUSINESS

There is no change in company affairs or business by the company during the
period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion & analysis report is enclosed as Annexure to this
Report

DIVIDEND

The Board of Directors of Your Company has not recommended any dividend for
the Financial Year ended 31st March 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of
the Companies Act, 2013 do not apply.

TRANSER TO RESERVE

During the year under review, the Company has not transferred any amount to
General Reserves account.

CHANGE IN THE NATURE OF BUSINESS

During the year, there is no change in the nature of the business of the Company
DIRECTORS & KEY MANAGERIAL PERSONNEL

Sr.

No.

Name of Directors/KMPs

Designation

1

Mr. Hitesh Mahendrakumar Shah

Managing Director

2

Mrs. Sunitaben H. Shah

Non-Executive Non-Independent
Director

3

Mr. Mahendrakumar H. Shah

Executive Director

4

Mr. Ankur Sumatilal Shah

Non- Executive Independent
Director

5

Mr. Harshis Mananjay Jhaveri

Non-Executive Independent
Director

* All the Independent Directors of the Company have given their declarations to the Company under
Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and the Listing Regulations and are independent of
the management

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review ,the board of directors of the company met
[8] times to transact the business of company in accordance with the provision of
the Act and rules made thereunder and the dates on which they met during the
year under review.

S No

Date of Board Meeting

1.

30/05/2024

2.

22/07/2024

3.

05/09/2024

4.

12/11/2024

5.

11/12/2024

6.

07/01/2025

7.

16/01/2025

8.

19/03/2025

The gap between two Board Meetings was within the maximum time gap
prescribed under the Act and the Listing Regulations. The requisite quorum was
present in all the meetings

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and
Secretarial Standard 2 (relating to General Meetings) issued by the Institute of
Company Secretaries of India.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulation, 2015, the Board evaluated the effectiveness of its functioning and that
of the Committees and of individual Directors by seeking their inputs on various
aspects of Board/Committee. The evaluation covered functioning and
composition of the Board and its Committees, understanding of the roles and
responsibilities, experience, competencies, participation at the Board and
Committee meetings, corporate governance practices etc.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013,
with respect toDirectors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with explanation relating to material
departures;

II. The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit/loss 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 of 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;
and

V. The directors have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and
effectiveness of the Company''s internal financial controls relating to its financial
statements. During the year, such Controls were tested and no reportable material
weakness was observed.

CHANGE IN CAPITAL STRUCTURE

During the period under review, the Company has not made any changes in capital
structure of the company.

MATERIAL CHANGES AND COMMITMENTS IF ANY

During the year under the review there are no other material changes and
commitments affecting the financial position of the Company occurred between
the end of the financial year to which this Financial Statements relate and the
date of this report

ANNUAL RETURN

The Annual Return as required under section 134(3)(a) read with Section 92(3) of
the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014 is available on the website of the Company at
www.uhzaveri.in.

AUDITOR AND THEIR REPORT

• Statutory Auditors

The Company has appointed M/s. Shah Karia & Associates, Chartered Accountants
(Firm Registration No. 131546W) as Statutory Auditors of the Company as per the
Provisions of Section 139 of the Companies Act, 2013 for a period of Five Years
and they will continue to hold the office until the conclusion of 36th AGM to be
held in Year 2029-30.

The Company has received a confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Auditors of
the Company.

The Auditors'' Report does not contain any qualification. Notes to Accounts and
Auditors remarks in their reports are self-explanatory and do not call for any
further comments.

• SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under M/s Neelam
Somani & Associates, Practicing Company Secretaries have been appointed as
Secretarial Auditor of the Company. The report of the Secretarial Auditor is
enclosed to this report.

• COST AUDITORS

The Company was not required to maintain cost records and appoint cost auditors
as required under Section 148 of the Act read with the Companies (Cost Records
and Audit) Amendment Rules, 2014.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview
of provisions of Section 73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014 during the period under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not formulated and implemented any
Corporate Social Responsibility Initiatives as the said provisions are not applicable
to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided
security in connection with the loan to any other body corporate or person or
made any investments hence no particulars of the loans, guarantees or
investments falling under the provisions of Section 186 of the Companies Act,
2013 are provided by the Board.

PARTICULARS REGARDING EMPLOYEES

During the year under review, none of the employees were in receipt of
remuneration exceeding the limit prescribed under Section 197(12) of the Act and
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the
related party, as defined under section 188 of the companies Act, 2013 were in
ordinary course of business and on arms'' length basis. Details of the transactions
pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule
8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per
"Annexure - A".

However, there are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large.

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

There is no significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company''s operations in future.

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

Disclosures pertaining to conservation of energy, technology absorption and
foreign exchange earnings & outgo, were not applicable to the Company during
the year under review.

AUDIT COMMITTEE/NOMINATION AND REMUNERATION

COMMITTEE/STAKEHOLDER RELATIONSHIP COMMITTEE/SEXUAL HARASSMENT
COMMITTEE

• Audit Committee

Our Company has formed the Audit Committee as per the applicable provisions of the
Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations
(applicable upon listing of Company''s Equity Shares).

The composition of the Audit Committee and details of meetings attended by the members
of the Audit Committee are given below:

Name

Designation

Category

No. of Meetings held
during the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-
Independent Director

5

5

Sunitaben

Hiteshkumar

Shah

Member

Non-Executive-

Non Independent Director

5

5

Ankur S. Shah

Member

Non-Executive-
Independent Director

5

5

• Nomination and Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company''s Equity Shares). The Nomination and
Remuneration Committee comprises the following members:

Name

Designation

Category

No. of Meetings held during
the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-
Independent Director

3

3

Manoj S. Shah

Member

Non-Executive-
Independent Director

3

3

Ankur S. Shah

Member

Non-Executive-
Independent Director

3

3

The Policy of nomination and Remuneration committee has been placed on the website of the
company at
www.uhzaveri.in

• Stakeholder''s Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178
and other applicable provisions of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI
Listing Regulations (applicable upon listing of Company''s equity shares).The constituted
Stakeholders Relationship Committee comprises the following members:

Name

Designation

Category

No. of Meetings held
during the Period

Held

Attended

Harshish M.
Jhaveri

Chairman

Non-Executive-

Independent

Director

2

2

xSunitaben

Hiteshkumar

Shah

Member

Non-Executive-

Non

Independent

Director

2

2

Ankur S. Shah

Member

Non-Executive-

Independent

Director

2

2

• Sexual Harassment Committee

The Sexual Harassment Committee was constituted by the Board of Directors in
compliance with the Sexual Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act,2013

Name

Designation

Category

No. of Meetings held during the
Period

Held

Attended

Mrs. Sunita H.
Shah

Chairman

Non-Executive-
Non Independent
Director

Harshish M.
Jhaveri

Member

Non-Executive-
Independent Director

-

-

Manoj S. Shah

Member

Non-Executive-
Independent Director

-

-

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and
Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 forms an integral part of this Report, and provides the companies'' current
working and future outlook of as per "Annexure - D"

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was
held on 15th February 2025, inter-alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of
Directors as a whole

Evaluation of performance of the Chairman of the Company, taking into account
the views of the Executive and Non-Executive Directors and

Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary to effectively and reasonably
perform its duties.

All the Independent Directors were present at the meeting.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated and adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment to its
employees and external individuals engaged with the Company that is free from
discrimination and harassment including sexual harassment. The Company has in
place a robust policy on prevention of sexual harassment at workplace. The policy
aims at prevention of harassment of employees as well as contractors and lays
down the guidelines for identification, reporting and prevention of sexual
harassment.

During the year under review, there were no incidences of sexual harassment
reported and received.

VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy
for all the stakeholders of the Company, which also provides for direct access to

the Chairperson of the Audit Committee in appropriate or exceptional cases as per
the Policy.

The details of the Whistle Blower Policy is available on the website of the
Company i.e. www.uhzaveri.in.

RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed
to managing the risks in proactive and efficient manner. The Company periodically
assesses risk in the internal and external environment, along with the cost of
treating risks and incorporates risk treatment plans in its strategy, business and
operational plans.

The Company, through its risk management process, strives to contain impact and
likelihood of the

risk within the risk appetite as agreed from time to time with the Board of
Directors.

Management Discussion and Analysis Report of the Annual Report identifies key
risks, which can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to
control risks. The Risk Management Policy of the Company developed in line with
the business strategy lays down procedures for risk identification, evaluation,
monitoring, review and reporting.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, Report on Corporate Governance is applicable on the Company.
The Company has obtained the certificate from practicing company secretary.

ACKNOWLEDGEMENTS

Your director wish to place on record their appreciation for the continuous
support received from the Members, customers, suppliers, bankers, various
statutory bodies of the Government of India and the Company''s employees at all
levels.

By Order of the Board Registered offce:

For U.H. Zaveri Limited GF/2, Manish Complex, Nikol Road, Indrajit

Tenaments, Opp. Diamond Mill, Ahmedabad,
Gujarat, 382350

Sd/-

1. Hitesh Mahendrakumar Shah CIN: L74999GJ2017PLC098848

Managing Director(DIN: 07907609) Email: [email protected]

Website: www.uhzaveri.in
Date: 05/09/2025

Sd/-

2. Mahendrakumar Hargovandas Shah

Director(DIN: 07907637)


Mar 31, 2024

Your Directors have pleasure in presenting their Report on the business and operations of the
Company and the accounts for the Financial Year ended March 31,2024.

FINANCIAL SUMMARY OR HIOHLIOHTS/PERFORMANCE OF THE COMPANY
fSTANDAEONEl

The Board’s Report is prepared based on the Standalone Financial Statements of the Company.

Total Income for the year was

2058.79

1477.40

Operating & Administrative expenses

1984.94

1367.27

Net Profit/(Loss) Before Tax

73.85

110.13

Less: Provision For Tax

9.00

27.00

Deferred Tax

0

0

Profit/(Loss) After Tax

64.85

83.13

EPS

0.64

0.82

1. OPERATION & REVIEW

Your Company posted a total income of Rs. 2058.79 Lakhs in the financial year ended on March 31,
2024, Your Companies’ profit before tax for the year ended March 31, 2023 was recorded Rs. 1477.40
Lakhs.

2. DIVIDEND

The Board of Directors of Your Company has not recommended any dividend for the Financial
Year ended 31st March 2024

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION

ANDPROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act,
2013 do not apply.

4. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves
account.

5. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company,

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

Sr.

No.

Name of Directors/KMPs

Designation

1

Mr, Hitesh Mahendrakumar Shah

Managing Director

2

Mrs. Sunitaben H. Shah

Non-Executive Non-Independent
Director

3

Mr. Mahendrakumar H. Shah

Executive Director

4

Mr, Ankur Sumatilal Shah

Non- Executive Independent Director

5

Mr, Harshis Mananjay Jhaveri

Non-Executive Independent Director

* During the Year Mr Manojbhai Sureshchandra Shah has resigned from the position of Directorship
w.e.f, 5th September,2024. The company has received his resignation dated 5-09-2024 and the Board
took note of the same.

• All the Independent Directors of the Company have given their declarations to the Company
under Section 149(7) of the Act that they meet the criteria of independence as provided under Section
149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. In the opinion of the Board, they
fulfil the conditions of independence as specified in the Act and the Listing Regulations and are
independent of the management

7. NUMBER OF BOARD MEETINGS

The Board of Directors duly met eight (8) times on 09/05/2023, 30/05/2023,

08/07/2023,06/09/2023,19/10/2023,10/01/2024,13/03/2024 and 30/03/2024 in respect of said meetings
proper notices were given and proceedings were properly recorded and signed in the Minute Book
maintained for the purpose.

The gap between two Board Meetings was within the maximum time gap prescribed under the Act and
the Listing Regulations. The requisite quorum was present in all the meetings.

8. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of Secretarial Standard 1
(relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General
Meetings) issued by the Institute of Company Secretaries of India.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board
evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by
seeking their inputs on various aspects of Board/Committee, The evaluation covered functioning and
composition of the Board and its Committees, understanding of the roles and responsibilities,
experience, competencies, participation at the Board and Committee meetings, corporate governance
practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the
areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles
and responsibilities, experience and competencies, contribution at the meetings etc,

10. DIRECTORS’ RESPONSIBII JTY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to
Directors’ Responsibility Statement, it is hereby confinned that:

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

(b) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the company at the end of the financial year and of the profit/loss of the company for that
period;

(c) The directors have 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 have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that

such internal financial controls are adequate and were operating effectively,

(f) The directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively,

11. ADEQUACY OF INTERNAL I-1\ AN( I AI. CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements.
The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial
controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

12. CHANGE IN CAPITA!, SRUCTURE OF COMPANY

During the period under review, the Company has not made any changes in capital structure of the
company.

IB. MATERIAL CHANGES AND COMMITMENTS. IF ANY

During the year under the review there are no other material changes and commitments affecting the
financial position of the Company occurred between the end of the financial year to which this Financial
Statements relate and the date of this report.

14. ANNUAL RETURN

The Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act,

2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on
the website of the Company at
www.uhzaveri.in.

15. AUDITORS AND THETR REPORT

• STATUTORY AUDITORS

M/s Bhagat & Co, statutory Auditor of the Company has resigned due to expiry of peer review certificate
and so Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014,
M/s. ANIKET GOYAL, Chartered Accountants (FRN: 022331C) have been
appointed as Statutory Auditor of the company in place of M/s Bhagat & Co. in the Extra Ordinary General
Meeting held on 27th April, 2024,

The Company has received a confirmation from the said Auditors that they are not disqualified to act
as the Auditors and are eligible to hold the office as Auditors of the Company.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their reports are self-explanatory and do not call for any further comments.

• SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under M/s Neel am Somani & Associates,
Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company, The report
of the Secretarial Auditor is aifsalto this report as
“Annexlire - A”.

• COST AUDITORS

The Company was not required to maintain cost records and appoint cost auditors as required under
Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

16. INTERNAL AUDIT & CONTROLS

The Company has appointed Mrs Varsha Vijay Potdar as its Internal Auditor of the company w.e.f Ist
April 2024. During the year, the Company continued to implement her 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. Findings of Internal Auditor
discussed with the process owners and suitable corrective actions were taken as per the directions of
Audit Committee on an ongoing basis to improve efficiency in operations.

17. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the period
under review.

18. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company,

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules,
2014, the Company has not formulated and implemented any Corporate Social Responsibility Initiatives
as the said provisions are not applicable to the Company,

20. PARTTCTTEARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT. 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with
the loan to any other body corporate or person or made any investments hence no particulars of the
loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013
are provided by the Board.

21. PARTTCTTEARS REGARDING EMPLOYEES

During the year under review, none of the employees were in receipt of remuneration exceeding the limit
prescribed under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

22. RET, A TED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined
under section 188 of the companies Act, 2013 were in ordinary course of business and on anus’ length
basis. Details of the transactions pursuant to compliance of section I34(3)(h) of the companies act, 2013
and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per
“Annexiire - B”.

However, there are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential conflict
with interest of the company at large.

23. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

24. CONSERVATION OF ENERGY. TFCHNOFOGY ABSORPTION AND FORFIGN
EXCHANGE EARNINGS AND OUTGO

Disclosures pertaining to conservation of energy, technology absorption and foreign exchange earnings
& outgo, were not applicable to the Company during the year under review.

25. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION
COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE/ SEXIIAU
HARASSMENT COMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of the Section 177
of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended)
and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of
Company’s Equity Shares).

The composition of the Audit Committee and details of meetings attended by the members of the
Audit Committee are given below:

WIPTPfl

-r/''-iA.t: -V''?T

P®®§

-V":A Ay-AvT

Hehl

Harshish M.
Jhaveri

Chai nn an

N on -Ex ecuti ve-
Independent Director

6

6

Manoj S. Shah

Member

Non-Executive-
Independent Director

6

6

Ankur S. Shah

Member

Non-Executive-
In depen dent Director

6

6

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) and also to comply with Regulation 19 of SEB1 Listing Regulations
(applicable upon listing of Company’s Equity Shares). The Nomination and Remuneration
Committee comprises the following members:

/---t/.. -ir.fv. vi /-tr

Design io it

Tfa-aav.A.c

-N A-;. ^ ''A'' -hTl , -tr

In ¦:

''o "i7- ---Wo.

-dl <;z , V: -> : V. f

gs heiddur ihg

Harshish M*
Jhaveri

Chairman

Non-Executive-
Independent Director

2

2

Manoj S. Shah

Member

Non-Executive-
In depen dent Director

2

2

Ankur S. Shah

Member

Non-Executive-
Independent Director

2

2

The Policy of nomination and Remuneration committee has been placed on the website of the
company at
www.uhzaveri.in and the salient features of the same has been disclosed under
“Annexure- C"

• Stakeholder’s Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other
applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 20 of SEBI Listing Regulations (applicable
upon listing of Company’s equity shares).

The constituted Stakeholders Relationship Committee comprises the following members:

Harshish M. Chairman Non-Executive- 1 1

Jhaveri Independent

__Director___

Manoj S. Shah Member Non-Executive- 1 1

Independent

__Director___

Ankur S. Shah

Member

Non-Executive-

1

1

Independent

Director

* Sexual Harassment Committee

Constitution & Composition of Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors in compliance with
the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act,
2013.

C''.-sji,

-j; :* p JJ/''"

Mrs. Sunita H.
Shah

Chairman

Non-Executive-
Non Independent
Director

i

1

Harshish M.
Jhaveri

Member

Non-Executive-
Independent Director

i

1

Manoj S. Shah

Member

Non-Executive-
Independent Director

i

1

26. MANAGEMENT DISCUSSION AND ANALYSTS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of
SEB1 (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part
of this Report, and provides the companies’ current working and future outlook of as per
“Annexure-D”

27. MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on 15th January
2024, inter-alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a
whole

2. Evaluation of performance of the Chairman of the Company, taking into account the views of
the Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

28. disclosure as pf.r srxuai, harassment of womrn atworkplacf.

(PREVENTION. PROHIBITION AND REDRESSATri ACT. 20T3

The Company has formulated and adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment to its employees and external
individuals engaged with the Company that is free from discrimination and harassment including sexual
harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace.
The policy aims at prevention of harassment of employees as well as contractors and lays down the
guidelines for identification, reporting and prevention of sexual harassment.

During the year under review, there were no incidences of sexual harassment reported and received,

29. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for all the
stakeholders of the Company, which also provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases as per the Policy,

The details of the Whistle Blower Policy is available on the website of the Company i.e.
www. uhzaveri. in.

30. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks
in proactive and efficient manner. The Company periodically assesses risk in the internal and external
environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy,
business and operational plans.

The Company, through its risk management process, strives to contain impact and likelihood of the
risk within the risk appetite as agreed from time to time with the Board of Directors.

Management Discussion and Analysis Report of the Annual Report identifies key risks, which can affect
the performance of the Company,

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The
Risk Management Policy of the Company developed in line with the business strategy lays down
procedures for risk identification, evaluation, monitoring, review and reporting.

31. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,
2015, Report on Corporate Governance is applicable on the Company. The Company has obtained
the certificate from practicing company secretary,

32. ACKNOWLEDGEMENTS

Your director wish to place on record their appreciation for the continuous support received from
the Members, customers, suppliers, bankers, various statutory bodies of the Government of India
and the Company’s employees at all levels.

For and on behalf of The Board of
Directors of U.H. Zaveri Limited,

DATE: 05/09/2024

PLACE: AHMEDABAD Sd/- Sd/-

Hitesh M. Shah Mahendra H. Shah
Managing Director Director
DIN: 07907609 DIN: 07907637

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