Directors Report of United Cotfab Ltd.

Mar 31, 2025

Your directors have immense pleasure in presenting the Second Annual Report of United Cotfab
Limited along with the Audited Financial Statements for the year ended March 31, 2025.

BRIEF HISTORY:

The Company was originally incorporated as United Cotfab LLP as a limited liability partnership vide
Certificate of Incorporation dated August 25,2015, issued by the Registrar of Companies, Gujarat, Dadra
and Nagar Havelli. Later on, United Cotfab LLP was converted to a private limited company consequently,
the name of the company was changed to United Cotfab Private Limited and a fresh certificate of
incorporation dated November 02, 2023 was issued to the company by the Registrar of Companies,
Central Registration Centre. Subsequently, United Cotfab Private Limited was converted from a private
limited company to a public limited company pursuant to a resolution passed in the Extra-Ordinary
General Meeting of the company dated December 04,2023 and the name of the company was changed to
United Cotfab Limited with a fresh certificate of incorporation dated December 14, 2023 issued to the
company by the Registrar of Companies, Ahmedabad.

The Company get listed on SME Platform of Bombay Stock Exchange of India Limited (BSE SME)
on June 24,2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company''s Audited Financial Statements as of March 31, 2025, have been meticulously prepared
in accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), and the pertinent provisions outlined in the Companies Act, 2013 (the "Act").

Particulars	01.04.2024 to 31.03.2025	02.11.2023 To 31.03.2024**
Income from Operations	12,530.48	3,980.07
Other Income	54.69	8.23
T otal Revenue	12,585.17	3,988.30
Less: Total Expenses (excluding Depreciation & Interest)	11,540	3279.31
Operating Profits (PBDIT)	1045.17	708.99
Less: Finance Cost	355.60	111.98
Less: Depreciation	302.72	84.17
Profit Before Tax	386.85	512.84
Add/Less:
Current Tax	19.69	34.57
Deferred Tax	92.56	291.07
Provision of Income Tax	112.25	325.64
Net Profit after Tax	274.60	187.20
Items that will not be subsequently reclassified to profit or loss	-	-

Change in fair value of investment carried at fair value through other comprehensive income	-	-
Remeasurement gain/ (loss) of defined benefit plans	-	-
Less: Income tax impact on above	-	-
Restated other comprehensive income for the period/year	-	-
Restated total comprehensive income/(loss) for the period/year	274.60	187.20

** United Cotfab LLP was converted into United Cotfab Private Limited on 2nd November, 2023 and then to United Cotfab
Limited on 14/12/2023. Although due to operational procedures in the process of such conversion (primarily due to
availment of GSTN), business in the newly formed company was commenced on 8th December, 2023 (i.e. business was
ceased to be continued in United Cotfab LLP on 07/12/2023).

REVIEW OF BUSINESS OPERATION

1. FINANCIAL PERFORMANCE:

During the financial year, the revenue from operation for the Financial year ended on 31.03.2025 was
Rs.12,585.17 (in lakhs) as compared to preceding financial year ending on 31.03.2024 where total
revenue from operation stood at Rs. 3,988.30 prepared as per Companies Act, 2013 with the applicable
Ind AS.

The Earnings per Share (EPS) for the year 2024-25 is Rs. 1.72, as against Rs. 1.56 in the previous year,
reflecting a growth. The consistent increase in EPS highlights the company''s commitment to enhancing
shareholder value.

2. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for the financial year
ended March 31, 2025. The retained earnings will be utilized to strengthen the financial position and
support ongoing and future business initiatives.

3. TRANSFER TO RESERVES

During the financial year ended March 31, 2025, United Cotfab Limited has transferred an amount
of Rs. 3110.40 (In Lakhs) to the Securities Premium Reserve. This amount reflects the premium
collected over and above the face value of shares issued to public and getting the shares listed on BSE
SME Platform. The amount of Rs. 3110.40 (In Lakhs) from Securities Premium Reserve has been
utilized in accordance with the provisions of the Companies Act, 2013 and applicable provisions of
SEBI Laws. During the year company has not paid any dividend and the whole of the amount is
transferred to reserves.

4. CHANGE IN THE NATURE OF BUSINESS:

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies
(Accounts) Rules, 2014, There is no change in the nature of business carried on by company during the
financial year 2024-25.

5. LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

During the financial year 2024-25, United Cotfab Limited has successfully listed its 51, 84,000 equity
shares on the SME Platform of BSE Limited on June 24, 2024. This significant milestone marks a new
chapter in the Company''s growth journey, providing it with enhanced visibility and access to a broader
investor base.

6. SHARE CAPITAL

The company has only one class of shares i.e. Equity shares of Rs. 10/- each only and all Equity Shares
are ranked pari-passu in all respect. All Equity Shares issued are fully paid-up during the period under
review:

The Authorized Share Capital of the Company is Rs. 18, 00, 00,000/-(Rupees Eighteen Crore Only)

Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 17, 19, 00,000 /- (Rupees Seventeen
Crore Nineteen Lakh Only).

6.1. CHANGES IN SHARE CAPITAL

During the period 2024-25 under review, The Paid up Equity Capital has been changed in the
manner set forth below due to rolling of IPO on BSE SME Platform and issuance of 51,84,000 (Fifty
One Lakh Eighty Four Thousand Only) Equity Shares at a premium of Rs. 60:

1. Initial Public Offering (IPO):

On June 24, 2024, the Company successfully completed its IPO by way of issuing 51, 84,000 Equity
Share. This IPO marks a significant milestone, enhancing the Company''s capital base and providing
access to a broader investor base through the listing on the SME Platform of BSE Limited

Summary of Share CaDital:

Authorized Capital:	Rs. 18,00,00,000/-
Paid-up Capital before IPO	Rs. 12,00,60,000/-
Paid-up Capital After IPO	Rs. 17,19,00,000

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
7.1. CONSTITUTION OF BOARD:

The following is the constitution of Board of Directors and KMPs of the company as on 31^st March,
2025:

S. No.	Name of the Directors and Key Managerial Personnel (KMPs)	Designation	Date of Appointment at current Term	No. of Shares held as on March 31, 2024.
1.	Gagan Nirmalkumar Mittal	Promoter, Chairman and Managing Director.	02.11.2023	60,02,995
2.	Nirmalkumar Mangalchand Mittal	Promoter , Non- Executive Director	02.11.2023	60,03,000
3.	Rashmi Kamlesh Otavani**	Non-Executive Independent Director	06.11.2023	Resigned with effect from 06.09.2024
4	Sejalben Shantilal Parmar	Non-Executive	06.09.2024

		Independent Director
4.	Safalkumar Hasmukhbhai Patel	Non-Executive Independent Director	08.11.2023	-
5.	Nareshkumar Mistri	Chief Financial Officer	06.11.2023	-
6.	Muskan Kashyap	Company Secretary and Compliance Officer	-	Resigned w.e.f 08.01.2025
7	Praveen Kumar Singh	Company Secretary and Compliance Officer	31.03.2025	-

Your board informed that Ms. Rashmi Kamlesh Otavani (Independent Director) has tendered her
resignation in the board meeting held on September 06, 2024. To fill the casual vacancy caused due
to her resignation, Ms. Sejalben Shantilal Parmar (DIN: 07401639) is appointed by the board as
independent director in the same meeting upon the recommendation of nomination and
remuneration committee.

7.2. CHANGES IN THE BOARD OF DIRECTORS DURING FINANCIAL YEAR 2024-25

During the year under review Ms. Sejalben Shantilal Parmar is appointed by the board due to casual
vacancy caused owing to resignation of Ms. Rashmi Kamlesh Otavani as on 06.09.2024. Also Ms.
Muskan Kashyap (M.No- A-72817) has resigned due to the personal reasons from the office of
Company Secretary and Compliance officer of the company w.e.f 08.01.2025 to fill the vacancy
caused owing to her resignation Mr. Praveen Kumar Singh (M. No- 54773) has been appointed as
Company Secretary and compliance officer of the company w.e.f 31.03.2025.

7.3. BOARD MEETINGS

During the year under review, 10 (Ten) Board Meetings were convened as and when required. The
gap between two consecutive meetings was not more than one hundred and twenty days as provided
in section 173 of the Act. The details of attendance of each Director at the Board Meeting are given
below;

Sr. No.	Date of the Board Meeting	No. of Director entitled to attend the meeting	No. of directors who attended the Meeting	Name of the Directors present
1.	04.04.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
2.	13.4.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
3.	07.05.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
4.	15.05.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel

5.	20.06.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
6.	06.09.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Sejalben Shantilal Parmar, Safalkumar Hasmukhbhai Patel
7.	14.11.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Sejalben Shantilal Parmar Safalkumar Hasmukhbhai Patel
8.	26.12.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Sejalben Shantilal Parmar Safalkumar Hasmukhbhai Patel
9.	08.01.2025	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Sejalben Shantilal Parmar Safalkumar Hasmukhbhai Patel
10.	31.03.2025	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Sejalben Shantilal Parmar Safalkumar Hasmukhbhai Patel

Furthermore, during the year under review, 7 (Seven) Audit Committee Meetings, 1 (One)
Stakeholders Relationship Committee Meeting, 2 (Two) Nomination and Remuneration Committee
Meeting, 1 (One) Independent Directors Meeting were convened and held:

Particulars	Date of the Board Meeting	No. of Director entitled to attend the meeting	No. of directors who attended the Meeting	Name of the Directors present
Audit Committee Meeting	04.04.2024	3	3	Gagan Nirmalkumar Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
Audit Committee Meeting	13.04.2024	3	3	Gagan Nirmalkumar Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
Audit Committee Meeting	07.05.2024	3	3	Gagan Nirmalkumar Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
Audit Committee Meeting	15.05.2024	3	3	Gagan Nirmalkumar Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
Audit Committee Meeting	06.09.2024	3	3	Gagan Nirmalkumar Mittal Sejalben Shantilal Parma Safalkumar Hasmukhbhai Patel
Audit Committee Meeting	26-12-2024	3	3	Gagan Nirmalkumar Mittal Sejalben Shantilal Parma Safalkumar Hasmukhbhai Patel
Audit Committee	31-03-2025	3	3	Gagan Nirmalkumar Mittal Sejalben Shantilal Parmar

Meeting				Safalkumar Hasmukhbhai Patel
Nomination & Remuneration Committee Meeting	06.09.2024	3	3	Sejalben Shantilal Parmar Nirmalkumar Mangalchand Mittal Safalkumar Hasmukhbhai Patel
Nomination & Remuneration Committee	31.03.2025	3	3	Sejalben Shantilal Parmar Nirmalkumar Mangalchand Mittal Safalkumar Hasmukhbhai Patel
Stakeholders Relationship Committee Meeting	08.01.2025	3	3	Sejalben Shantilal Parmar Nirmalkumar Mangalchand Mittal Safalkumar Hasmukhbhai Patel
Independent Directors Meeting	31.03.2025	2	2	Sejalben Shantilal Parmar Safalkumar Hasmukhbhai Patel

7.4. GENERAL MEETINGS:

During the year under review, Annual General Meeting was held on 30^th September 2024. Other than
Annual General Meeting no other meeting held.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies
Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form
DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

8. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the
following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the
directors, on the basis of the 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 the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the 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.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence confirming that he/she
met with the criteria of independence as laid out in section149(7) of the Companies Act, 2013 and
under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India is enclosed as per “ANNEXURE - A” and forms the part of this Report.

11. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as per Regulation 15(2) is not applicable on the Company. Please
find enclosed Non applicability Certificate as “ANNEXURE - B”.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on
March 31, 2025. Furthermore, The Company has duly taken the approval of board of directors and
shareholders to comply with limits prescribed under the provisions of Section 186.

13. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION
178:

The Nomination and Remuneration Committee of the Board consist of:
a Ms. Sejalben Shantilal Parmar (DIN: 07401639)
b Mr. Safalkumar Hasmukhbhai Patel (DIN: 08107710)
c Mr. Nirmalkumar Mangalchand Mittal (DIN: 01528758)

With terms of Section 178 of the Companies Act 2013 read with rule 6 of the Companies (Meeting of
Board and its Power) Rules 2014.

Salient Features of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:
The policy is formulated to identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, Key Managerial Personnel and Senior
Management personnel and recommend to the Board for his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he/ she
is considered for appointment.

In case of appointment of Independent Director, the Committee shall satisfy itself with regard to
the independent nature of the Director vis-a-vis the Company so as to enable the Board to
discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Director, KMP and
Senior Management Personnel vis-a-vis the Company. The Company’s philosophy is to align them with
adequate compensation so that the compensation is used as a strategic tool that helps us to attract,
retain and motivate highly talented individuals who are committed to the core value of the Company.
The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company
pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting
fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is annexed as
“ANNEXURE - C”

14. WEB ADDRESS OF ANNUAL RETURN:

In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial
year ended March 31, 2024 is placed on the Company’s website and can be accessed
at www.unitedcotfab.com .

15. SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable Secretarial Standards.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to
Directors’ Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2025, 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 as at 31^st March, 2025 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 the Companies Act, 2013 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 have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and are 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.

17. DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES:

During the financial year 2024-25, United Cotfab Limited did not have any associates, joint ventures,
or subsidiary companies. The Company continues to focus on its core operations and strategic
initiatives to drive growth and enhance shareholder value.

18. PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each whole-time director to the median of employees’ remuneration
as per 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 to this Report as:
ANNEXURE - D”.

The statement containing names of top ten employees in terms of remuneration drawn and the
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in
a separate annexure forming part of this report. Further, the report and the accounts are being sent to
the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure
is open for inspection at the Registered Office of the Company.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the related party transactions are entered on arm’s length basis, in
the ordinary course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There
are materially significant related party transactions made by the Company with Entities in which
Promoters, Directors are interested, which may have potential conflict with the interest of the
Company at large or which requires the approval of the shareholders.

All Related Party Transactions to be entered with related parties are placed before the Audit
Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of the
transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the
Companies Act, 2013 in Form AOC-2 as attached in the “ANNEXURE -E”.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under section 134(3)(m) of the Act read with the Companies (Accounts)
Rules, 2014, are provided as an “ANNEXURE - F”.

21. AUDITORS OF THE COMPANY:

1. STATUTORY AUDITOR

In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Rajiv Shah & Associates, Chartered Accountants (Firm Registration
No. 108554W) has been appointed as Statutory Auditor of the Company, in the 1^st Annual
General Meeting held in the Financial Year 2023-2024, for the period of five consecutive years
from the conclusion the 1^st AGM till the conclusion of 6^th Annual General Meeting of the
company to be held in the Financial Year 2028-29.

Therefore M/s. Rajiv Shah & Associates, Chartered Accountants (Firm Registration No.
108554W) have audited the financial statement of the company for the financial year 2024-25.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rajiv
Shah & Associates, Chartered Accountants (Firm Registration No. 108554W), Statutory
Auditors, in their Report on the accounts of the Company for the year under review. The
observations made by them in their Report are self- explanatory and do not call for any further
clarifications from the Board.

2. SECRETARIAL AUDITOR

Pursuant to Section 204(1) read with Section 134(3) of the Companies Act, 2013 read with the
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company in its Board Meeting held on 31.03.2025 has appointed M/s. Jitendrakumar
Rewashankar Rawal & Associates., Company Secretary in Practice, a peer reviewed firm to
undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial
Audit Report in the prescribed Form No. MR-3 is attached as “Annexure-G” and forms a part of
this Report.

However during the period under review the following observations were made by the
secretarial Auditor

During the year under review, the company has generally complied with the provisions of the

act, rules, regulations and guidelines mentioned above subject to the following observations:

• Vide BSE mail dated May 7, 2025, discrepancies were noted in the promoter details of United
Cotfab Limited in the shareholding pattern filed for the quarter ended on March 31, 2025, as the
names of certain promoters namely Anil Mangalchand Mittal, Bajrang Jagdishprasad Agarwal,
Krishna Garg, Manju Sushil Kejriwal, Master Amay Mittal, Master Prisha Mittal, Pradip
lagdishprasad Agarwal, Pramod Kumar Agarwala, Rakesh Kumar Agarwala, Sureshkumar
M. Mittal, Sushil Radhakishan Kejriwal, Urvashi Aggarwal and Vinodkumar M. Mittal were
not reflected in the current quarter though disclosed in the previous quarter. The Company filed a
revised shareholding pattern on 13 May 2025.

• Below mentioned forms has been filed with ROC after due date with additional fees:

Form	Purpose of form	SRN	Due Date of filing	Date of filing
MGT-7	Annual Return	N22457576	29-11-2024	30-11-2024
MGT-14	Filing of Resolutions and agreements to the Registrar	AA9122104	05-06-2024	02-07-2024

3. COST AUDITOR

During the year under review the company has appointed M/s. M.I. Prajapati & Associates, Cost
& Management Accountants, Ahmedabad, as Cost Auditors for auditing the cost records of your
Company for the financial year 2024-25.

The company undertakes that it has maintained the cost records as specified by the Central
Government on this behalf

Furthermore, the Board of Directors at their meeting held on 29^th May 2025, re-appointed M/s.
M.I. Prajapati & Associates, Cost & Management Accountants, Ahmedabad, as Cost Auditors for
auditing the cost records of your Company for the financial year 2025-26. Further, they have
obtained Auditors Consent and eligibility certificate that they are free from disqualification
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the
Act and that their appointment meets the requirements of Section 141(3) (g) of the Act.

4. INTERNAL AUDITOR

Pursuant to Section 138 of Companies Act 2013, the Company in its Board Meeting held on
31.03.2025 had appointed M/s. Komal Tibrewalla & Co., Chartered Accountant (Firm
Registration No: 333660E) as an Internal Auditor of the Company for the FY 2024-25

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits)
Rules, 2014, the company has maintained the Cost Records pursuant to rules made by the Central
Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by
the company for the financial year 2024-25.

23. BOARD''S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR
DISCLAIMER MADE BY:

Statutory Auditors - Audit Report given by the Statutory Auditor is self-explanatory in nature
thus no explanation or comments required from the board of director.

Cost Auditors: -Cost Audit Report given by the Cost Auditor is self-explanatory in nature and no
explanation or comments required from the Board of Director.

Secretarial Auditors: Secretarial Audit report received from the secretarial auditor self¬
explanatory in nature and no explanation or comments required from the Board of Director.

24. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year under
review. There is no unclaimed or unpaid deposit lying with the Company as on the financial year end
date.

Deposits accepted during the year (including renewed during the year)	Nil
Deposits remained unpaid or unclaimed as the end of the year	Nil
Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ( i) at the beginning of the year; (ii) maximum during the year (iii) at the end of the year	Nil
Deposits which are not in compliance with requirement of Chapter V of the Companies Act, 2013	Nil

25. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is
required to do CSR Expenditure in the financial year 2024-25 as Net profit of the Company
exceeded the specified threshold in the preceding financial year 2023-24.

However, Pursuant to Section 135 (9) of Companies Act, 2013, Where the amount to be spent by a
company does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social

Responsibility Committee shall not be applicable and the functions of such Committee provided
under this section shall, in such cases, be discharged by the Board of Directors of such company.
As the CSR Expenditure of the Company is not exceeding Rs. Fifty Lakhs, the Company has not
constituted CSR Committee and the functions of CSR committees have been discharged by the
Board of Directors of the Company. In compliance with the provisions of Section 135, the board of
Directors of the Company has formulated CSR policy and the same has been placed on the website
of the Company. CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act. During the FY 2024-25, we have spent CSR obligation of Rs. 10,25,680/- (Rupees Ten lakh
Twenty Five Thousand Six Hundred Eighty rupees only) which is 2% of the average net profit of
the preceding financial year. The Company contributes CSR expenditure to Manguba Public
Charitable Trust, Ahmedabad, for spreading education in of drug addiction in youth across India.
The statement pertaining to CSR Policy is annexed with the Board''s Report. The CSR report is
attached herewith Annexure H

26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and
ICAI guidance note on adequacy on internal financial controls with reference to financial statements,
it is stated that there is adequate internal control system in the Company.

27. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

28. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI
(Prohibition of Insider Trading) Regulations, 2018 and Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 mandated the formulation of certain policies for all
listed companies.

The Policies are reviewed periodically by the Board and updated on the basis of need and new
compliance.

The Key Policies are as follows:

Name of The Policy

Brief Description

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The Business of the Company solely depends upon the agricultural produce which is highly seasonal and this is a major element of risk which may threaten the existence of the Company.

Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for subsequent archival of such records.
Sexual Harassment Policy	The Company has zero tolerance for sexual harassment of women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The company has complied with the provisions relating to the constitution of Internal Complaints Committee.
Other policies	Policies like: Policy for Determining Material Subsidiaries, Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015, Policy on Related Party Transaction(s), Policy on Familiarization of Independent Directors are prepared by the Company and followed in its true letter and spirit.

29. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL
YEAR.

During the year under review there are no material changes required to be disclosed in Board’s Report.

30. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year.

30.1. Voluntary Revision of Financial Statements or Board''s Report

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013.
So there is no voluntary revision done by the company during financial year 2024- 25.

30.2. INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and
stocks wherever necessary and to the extent required have been adequately insured against the
risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

30.3. Share Capital and Provision of Money by Company for Purchase of its Own Shares by
Trustees or Employees For The Benefit of Employees

Your Company has not issued any equity shares with differential rights, sweat equity shares,
employee stock options and neither made any provision of money for purchase of its own shares
by trustees or employees for the benefit of employees for the financial year ended 31.03.2025.

30.4. Equity Shares with Differential Rights.

The company under the provision of Section 43 of the Companies Act, 2013, read with Rule 4(4)
of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares
with differential rights.

30.5. Sweat Equity Shares

The company under the provision of Section 54 of the Companies Act, 2013 read with
Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any
sweat equity shares.

30.6. Employees Stock Option Scheme (ESOS)

There is no issue of employee stock option during the year under review. The Board of directors,
shall, inter alia, disclose in the Directors’ Report for the year, the details as provided in Rule 12
(9) of Companies (Share Capital and Debentures) Rules, 2014.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted
policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly
constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
Further the company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace
During the year under review, there were no incidences of sexual harassment reported.

32. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is
to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism
works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is
being carried out to identify, evaluate, monitor and manage both business and non-business risks.

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

M/s. Rajiv Shah & Associates, Chartered Accountants were Statutory Auditors of the Company for the
period of Financial Year 2024-25. They have not reported any instances of fraud committed by the
Company''s officers or employees to the Audit Committee under Section 143(12) of the Act, as
required for disclosure in this report.

34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, the Company has not made any application before the National
Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding
loans against customer and there is no pending proceeding against the Company under Insolvency and
Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS

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

36. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made
by the employees at all levels through their dedication, hard work and commitment during the year
under review.

The Board places on record its appreciation for the support and co-operation your Company has been
receiving from its suppliers, distributors, retailers, business partners and others associated with it as
its trading partners. Your Company looks upon them as partners in its progress and has shared with
them the rewards of growth. It will be your Company’s endeavor to build and nurture strong links with
the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with
consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors,
United Cotfab Limited

(Formerly Known as United Cotfab Private Limited)

Sd/-

Gagan Nirmalkumar Mittal

Place: Ahmedabad Chairman and Managing Director

Date : September 05, 2025 DIN: 00593377

---

Mar 31, 2024

Your directors have immense pleasure in presenting the 1^st Annual Report of United Cotfab Limited along with the Audited Financial Statements for the year ended March 31, 2024.

BRIEF HISTORY:

The Company was originally incorporated as United Cotfab LLP as a limited liability partnership vide Certificate of Incorporation dated August 25,2015, issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Later on, United Cotfab LLP was converted to a private limited company consequently, the name of the company was changed to United Cotfab Private Limited and a fresh certificate of incorporation dated November 02, 2023 was issued to the company by the Registrar of Companies, Central Registration Centre. Subsequently, United Cotfab Private Limited was converted from a private limited company to a public limited company pursuant to a resolution passed in the Extra-Ordinary General Meeting of the company dated December 04,2023 and the name of the company was changed to United Cotfab Limited with a fresh certificate of incorporation dated December 14, 2023 issued to the company by the Registrar of Companies, Ahmedabad.

The Company get listed on SME Platform of Bombay Stock Exchange of India Limited (BSE SME) on June 24, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company''s Audited Financial Statements as of March 31, 2024, have been meticulously prepared in accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the pertinent provisions outlined in the Companies Act, 2013 (the "Act"). Furthermore, the financial summary of the company was bifurcated into two periods as conversion took place during the reporting period 2023-24 i.e from LLP to Company:

(RsInLakhs''

Particulars	United Cotfab Limited	United Cotfab LLP	United Cotfab LLP
	02.11.2023 To 31.03.2024**	01.04.2023 To 07.12.2023*	2022-23
Income from Operations	3,980.07	7,549.35	44.20
Other Income	8.23	15.10	19.81
Total Revenue	3,988.30	7,564.45	64.02
Less: Total Expenses (excluding Depreciation & Interest)	3279.31	6,482.35	43.01
Operating Profits (PBDIT)	708.99	1,082.10	21.01
Less: Finance Cost	111.98	224.66	0.02
Less: Depreciation	84.17	168.12	-
Profit Before Tax	512.84	689.32	20.98
Add/Less:
Current Tax	34.57	9.88	7.05
Deferred Tax	291.07	-	-
Provision of Income Tax	325.64	-	-

Net Profit after Tax	187.20	679.44	13.93
Items that will not be subsequently reclassified to profit or loss	-	-	-
Change in fair value of investment carried at fair value through other comprehensive income	-	-	-
Remeasurement gain/(loss) of defined benefit plans	-	-	-
Less: Income tax impact on above	-	-	-
Restated other comprehensive income for the period/year	-	-	-
Restated total comprehensive income/(loss) for the period/year	187.20	679.44	13.93

* The LLP was converted into company named United Cotfab Private Limited on 2/11/2023 vide filing of the form URC-1. Although due to operational procedure in availing of GST Number, business operations were continued till 7/12/2023. There was no business continued in United Cotfab LLP after 7/12/2023.

** United Cotfab LLP was converted into United Cotfab Private Limited on 2nd November, 2023 and then to United Cotfab Limited on 14/12/2023. Although due to operational procedures in the process of such conversion (primarily due to availment of GSTN), business in the newly formed company was commenced on 8th December, 2023 (i.e. business was ceased to be continued in United Cotfab LLP on 07/12/2023). Therefore, bifurcation for period upto 31/12/2023 is done as period upto 07/12/2023 and then from 8/12/2023 to 31/12/2023).

REVIEW OF BUSINESS OPERATION

1. FINANCIAL PERFORMANCE:

• During the financial year, the revenue from operation for the Financial year ended on

31.03.2024 was Rs.11,552.74 (in lakhs) (computed conjointly of United Cotfab Limited and United Cotfab LLP as on basis of Audited Restated financial Statement (annexed

in prospectus being available on website of the

company https://unitedcotfab.com/Disclosures Under Regulation.html) prepared as per Companies Act, 2013 with the applicable Ind AS for the financial year 2023-24.

• Furthermore, In Comparison to the Financial year 2023-24, the revenue from operation was Rs. 64.02 (in lakhs) (Rupees Sixty-Four Lakhs Two Thousand) reported in the previous financial year ended on 31.03.2023.

• The Earnings per Share (EPS) for the year 2023-24 is INR 7.97, as against INR 0.14 in the previous year, reflecting a growth. The consistent increase in EPS highlights the company''s commitment to enhancing shareholder value.

2. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for the financial year ended March 31, 2024. The retained earnings will be utilized to strengthen the financial position and support ongoing and future business initiatives.

3. TRANSFER TO RESERVES

During the financial year ended March 31, 2024, United Cotfab Limited has transferred an amount of Rs. 1029.00 (In Lakhs) to the Securities Premium Reserve. This amount reflects the premium collected over and above the face value of shares issued to existing shareholder through Right Issue. The amount of Rs. 1028.00 (in lakhs) from Securities Premium Reserve has been utilized in accordance with the provisions of the Companies Act, 2013.

4. CHANGE IN THE NATURE OF BUSINESS:

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, There is no change in the nature of business carried on by company during the financial year 2023-24.

5. LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

During the financial year 2024-25, United Cotfab Limited has successfully listed its 51,84,000 equity shares on the SME Platform of BSE Limited on June 24, 2024. This significant milestone marks a new chapter in the Company''s growth journey, providing it with enhanced visibility and access to a broader investor base.

6. SHARE CAPITAL

The company has only one class of shares i.e. Equity shares of Rs. 10/- each only and all Equity Shares are ranked pari-passu in all respect. All Equity Shares issued are fully paid-up during the period under review:

? The Authorized Share Capital of the Company is Rs. 18,00,00,000/-(Rupees Eighteen Crore Only)

? Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 17, 19, 00,000 /- (Rupees Seventeen Crore Nineteen Lakh Only).

6.1. CHANGES IN SHARE CAPITAL

During the period 2023-24 under review, The Authorised Equity Share Capital and Paid up Equity Capital has been changed in the manner set forth below:

1. Authorized Equity Share Capital:

Sr. No.	Particulars of Increase	No. of Equity Shares	Authorized Share Capital (In Rs.)	Date of Meeting	Whether AGM/ EGM
1.	On Incorporation	10000	100000	N.A	N.A
2.	Increase in authorized equity share capital from Rs. 1.00 Lakhs to Rs. 1800.00 Lakhs	18000000	180000000	November 08, 2023	EGM

2. Right Issue:

The allotment of 1715000 Equity Shares made by way of Right Issue at the Issue Price of Rs. 70/-each ( including the premium of Rs. 60/-). Such Issue & allotment is duly approved by the board of directors at their meeting held on November 28, 2023.

3. Bonus Issue:

The Allotment of 10281000 Equity Shares made on December 02, 2023 by way of Bonus Issue in ratio of 149:25 (149 Equity Shares for every 25 Equity Shares) out of Security Premium Reserve. Our Company has not issued shares for consideration other than cash or out of revaluation of reserves at any point of time since Incorporation except issuance of 10281000 Bonus Equity Shares.

4. Initial Public Offering (IPO):

On June 24, 2023, the Company successfully completed its IPO by way of issuing 51,84,000 Equity Share. This IPO marks a significant milestone, enhancing the Company''s capital base and providing access to a broader investor base through the listing on the SME Platform of BSE Limited

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Authorized Capital:	Rs. 18,00,00,000/-
Paid-up Capital Before Right and Bonus Issue	Rs. 1,00,000 /-
Increase by way of Right and Bonus issue	Rs. 119960000 /-
Paid-up Capital after Right and Bonus Issue	Rs. 12,00,60,000/-
Paid-up Capital After IPO	Rs. 17,19,00,000

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

7.1. CONSTITUTION OF BOARD:

The following is the constitution of Board of Directors and KMPs of the company as on 31^st March,

nnnj1.

S. No.	Name of the Directors and Key Managerial Personnel (KMPs)	Designation	Date of Appointment at current Term	No. of Shares held as on March 31, 2024.
1.	Gagan Nirmalkumar Mittal	Promoter, Chairman and Managing Director.	08.11.2023	60,02,995
2.	Nirmalkumar Mangalchand Mittal	Promoter , Non- Executive Director	02.11.2023	60,03,000
3.	Rashmi Kamlesh Otavani**	Non-Executive Independent Director	08.11.2023	-
4.	Safalkumar Hasmukhbhai Patel	Non-Executive Independent Director	08.11.2023	-
5.	Nareshkumar Mistri	Chief Financial Officer	06.11.2023	-
6.	Muskan Kashyap	Company Secretary and Compliance Officer	15.12.2023	-

Your board informed that Ms. Rashmi Kamlesh Otavani (Independent Director) has tendered her resignation in the board meeting held on September 06, 2024. To fill the casual vacancy caused due to her resignation, Ms. Sejalben Shantilal Parmar (DIN: 07401639) is appointed by the board in the same meeting upon the recommendation of nomination and remuneration committee.

7.2. CHANGES IN THE BOARD OF DIRECTORS DURING FINANCIAL YEAR 2023-24

Name of the Directors	Date of Event	Nature of Event	Reason for the changes in the board
Mr. Gagan Nirmalkumar Mittal	02.11.2023	Appointment	He served the company as chairman and executive director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited on November 02, 2023.
Mr. Nirmalkumar Mangalchand Mittal	02.11.2023	Appointment	He served the company as Non-executive Director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private

			Limited on November 02, 2023.
Mr. Gagan Nirmalkumar Mittal	08.11.2023	Change in Designation	On November 6, 2023, he was repositioned as Chairman and Managing Director, a position he would hold for five (5) years
Mr. Safalkumar Hasmukhbhai Patel	06.11.2023	Appointment	Commencing on November 06, 2023, he was designated as an Additional NonExecutive Independent Director of the Company.
Ms. Rashmi Kamlesh Otavani	06.11.2023	Appointment	Commencing on November 06, 2023, she was designated as an Additional NonExecutive Independent Director of the Company.
Mr. Safalkumar Hasmukhbhai Patel	08.11.2023	Change in Designation	He was then regularized as a nonexecutive independent director of the company for a term of 5 (five) years, beginning on November 06, 2023, and not subject to retirement by rotation, in the Extra Ordinary General Meeting of the Members held on November 8, 2023.
Ms. Rashmi Kamlesh Otavani	08.11.2023	Change in Designation	She was then regularized as a nonexecutive independent director of the company for a term of 5 (five) years, beginning on November 06, 2023, and not subject to retirement by rotation, in the Extra Ordinary General Meeting of the Members held on November 8, 2023.

7.3. BOARD MEETINGS

During the year under review, 14 (Fourteen) Board Meetings were convened as and when required. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting are given below;

Sr. No.	Date of the Board Meeting	No. of Director entitled to attend the meeting	No. of directors who attended the Meeting	Name of the Directors present
1.	06.11.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
2.	08.11.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
3.	25.11.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal
				Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
4.	28.11.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel

5.	02.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
6.	02.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
7.	04.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
8.	15.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
9.	19.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
10.	20.12.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
11.	18.01.2023	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
12.	01.02.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
13.	01.02.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel
14.	29.03.2024	4	4	Gagan Nirmalkumar Mittal Nirmalkumar Mangalchand Mittal Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel

Furthermore, during the year under review, 2 (Two) Audit Committee Meetings, 1 (One) Stakeholders Relationship Committee Meeting, 1 (One) Nomination and Remuneration Committee Meeting, 1 (One) Independent Directors Meeting were convened and held:

	Date of the Board Meeting	No. of Director entitled to attend the meeting	No. of directors who attended the Meeting	Name of the Directors present
Audit Committee Meeting	15.12.2023	3	3	Safalkumar Hasmukhbhai Patel
				Rashmi Kamlesh Otavani
				Gagan Nirmalkumar Mittal
Audit Committee Meeting	19.12.2023	3	3	Gagan Nirmalkumar Mittal
				Rashmi Kamlesh Otavani
				Safalkumar Hasmukhbhai Patel

Nomination & Remuneration Committee Meeting	15.12.2023	3	3	Rashmi Kamlesh Otavani
				Nirmalkumar Mangalchand Mittal
				Safalkumar Hasmukhbhai Patel
Stakeholders Relationship Committee Meeting	15.12.2023	3	3	Rashmi Kamlesh Otavani
				Nirmalkumar Mangalchand Mittal
				Safalkumar Hasmukhbhai Patel
Independent Directors Meeting	29.03.2024	2	2	Rashmi Kamlesh Otavani Safalkumar Hasmukhbhai Patel

7.4. GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. no.	Type of General Meeting	Date of General Meeting
1.	Extra Ordinary General Meeting	08.11.2023
2.	Extra Ordinary General Meeting	02.12.2023
3.	Extra Ordinary General Meeting	04.12.2023
4.	Extra Ordinary General Meeting	16.12.2023

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

8. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence confirming that he/she met with the criteria of independence as laid out in section149(7) of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India is enclosed as per “ANNEXURE - A” and forms the part of this Report.

11. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as per Regulation 15(2) is not applicable on the Company. Please find enclosed Non applicability Certificate as “ANNEXURE - B”.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2023. Furthermore, The Company has duly taken the approval of board of directors and shareholders to comply with limits prescribed under the provisions of Section 186.

13. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Nomination and Remuneration Committee of the Board consist of:

• Ms. Rashmi Kamlesh Otavani (DIN: 06976600)

• Mr. Safalkumar Hasmukhbhai Patel (DIN: 08107710)

• Mr. Nirmalkumar Mangalchand Mittal (DIN: 01528758)

With terms of Section 178 of the Companies Act 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules 2014.

Salient Features of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company''s remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company''s philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is annexed as “ANNEXURE - C”

14. WEB ADDRESS OF ANNUAL RETURN:

In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024 is placed on the Company''s website and can be accessed at www.unitedcotfab.com .

15. SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable Secretarial Standards.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2024, 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 as at 31^st March, 2024 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 the Companies Act, 2013 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 have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are 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.

17. DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMPANIES :

During the financial year 2023-24, United Cotfab Limited did not have any associates, joint ventures, or subsidiary companies. The Company continues to focus on its core operations and strategic initiatives to drive growth and enhance shareholder value.

18. PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each whole-time director to the median of employees'' remuneration as per 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 to this Report as: ANNEXURE - D”.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are materially significant related party transactions made by the Company with Entities in which Promoters, Directors are interested, which may have potential conflict with the interest of the Company at large or which requires the approval of the shareholders.

All Related Party Transactions to be entered with related parties are placed before the Audit Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 as attached in the “ANNEXURE -E”.

20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as an “ANNEXURE - F”.

21. AUDITORS OF THE COMPANY:

? STATUTORY AUDITOR

M/s. Rajiv Shah & Associates, Chartered Accountants (Firm Registration No. 108554W) as Statutory Auditor of the Company, were re-appointed at 1^st Annual General Meeting held in the calendar year 2024, for the period of five consecutive years from the conclusion this ensuing AGM till the conclusion of 6^th Annual General Meeting of the Company to be held in the calendar year 2029.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company was not required to appoint Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2023-24.

? COST AUDITOR

During the year under review, The Company is not required to appoint cost auditor to conduct cost audit of the company for the financial year 2023-24.

Furthermore, the Board of Directors at their meeting held on September 06, 2024, appoints M/s. M.I. Prajapati & Associates, Cost & Management Accountants, Ahmedabad, as Cost Auditors for auditing the cost records of your Company for the financial year 2024-25. Further, they have obtained Auditors Consent and eligibility certificate that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the company is not required to maintain the Cost Records pursuant to rules made by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company for the financial year 2023-24.

23. BOARD''S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

? Statutory Auditors - Audit Report given by the Statutory Auditor is self-explanatory in nature thus no explanation or comments required from the board of director.

? Cost Auditors: - N.A.

? Secretarial Auditors N.A.

24. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company as on the financial year end date. (In Rupees)

Deposits accepted during the year (including renewed during the year)	Nil
Deposits remained unpaid or unclaimed as the end of the year	Nil
Default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ( i) at the beginning of the year; (ii) maximum during the year (iii) at the end of the year	Nil
Deposits which are not in compliance with requirement of Chapter V of the	Nil
Companies Act, 2013

25. CORPORATE SOCIAL RESPONSIBILITY

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable as Company is not covered under the criteria mentioned in Section 135(1) of Companies Act, 2013.

26. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, and ICAI guidance note on adequacy on internal financial controls with reference to financial statements, it is stated that there is adequate internal control system in the Company.

27. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

28. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards in our business transactions. The Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2018 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 mandated the formulation of certain policies for all listed companies.

The Policies are reviewed periodically by the Board and updated on the basis of need and new compliance.

The Key Policies are as follows:

Name of The Policy	Brief Description
Risk Management Policy	The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Risk Management Policy is a step taken by the Company towards strengthening the existing controls. The Business of the Company solely depends upon the agricultural produce which is highly seasonal and this is a major element of risk which may threaten the existence of the Company.
Policy for determining materiality of event or Information	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for subsequent archival of such records.
Sexual Harassment Policy	The Company has zero tolerance for sexual harassment of women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

Other policies

Policies like: Policy for Determining Material Subsidiaries, Insider Trading Prohibition Code Pursuant to SEBI (PIT) Regulations, 2015, Policy on Related Party Transaction(s), Policy on Familiarization of Independent Directors are prepared by the Company and followed in its true letter and spirit.

29. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

Your Company under goes to listing procedure on BSE SME Platform after the closure of financial year 2023-24. The Draft red herring prospectus of the company has been filed on December 26, 2023. Looking thereafter the BSE issued the in-principal letter dated March 07, 2023 for proposed issue of 51, 84,000 equity shares.

> After all due compliances and diligence, BSE has issued Listing & Trading Approval letter vide number LO\SME-IPO\HP\TP\71\2024-25 dated June 21, 2024. The equity share of the company was listed on Exchange effective from June 24, 2024.

> Thus, it was have been material changes and commitments 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.

30. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

30.1. Voluntary Revision of Financial Statements or Board''s Report

The Company is complying with the provisions of Section 129 or 134 of Companies Act, 2013 so there is no voluntary revision done by the company during financial year 2023- 24.

30.2. INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

30.3. Share Capital and Provision of Money by Company for Purchase of its Own Shares by Trustees or Employees For The Benefit of Employees

Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and neither made any provision of money for purchase of its own shares by trustees or employees for the benefit of employees for the financial year ended 31.03.2024.

30.4. Equity Shares with Differential Rights.

The company under the provision of Section 43 of the Companies Act, 2013, read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares with differential rights.

30.5. Sweat Equity Shares

The company under the provision of Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.

30.6. Employees Stock Option Scheme (ESOS)

There is no issue of employee stock option during the year under review. The Board of directors, shall, inter alia, disclose in the Directors'' Report for the year, the details as provided in Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Further the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace During the year under review, there were no incidences of sexual harassment reported.

32. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

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

M/s. Rajiv Shah & Associates, Chartered Accountants were Statutory Auditors of the Company for the period of Financial Year 2023-24. They have not reported any instances of fraud committed by the Company''s officers or employees to the Audit Committee under Section 143(12) of the Act, as required for disclosure in this report.

34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

35. SIGNIFICANT AND MATERIAL ORDERS

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

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF: Not Applicable

37. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors, United Cotfab Limited

(Formerly Known as United Cotfab Private Limited)

Sd/-

Gagan Nirmalkumar Mittal

Place: Ahmedabad Chairman and Managing Director

Date : September 06, 2024 DIN: 00593377