Directors Report of U H Zaveri Ltd.

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 31^st 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 I^st
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 15^th 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