Dear Members,

The Directors of your Company are pleased to present the Fourteenth (14^th) Annual Report of your Company together with the Audited Financial Statements for the year 2022-23 ended on 31^st March 2023.

Your Company's Standalone Financial Statements are prepared on the basis of the Signi_cant Accounting Policies that are carefully selected by Management the Board of Directors. These Accounting policies are reviewed from time to time.

Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls and process efficiencies thereby enabling the Company to maintain profitable growth in the current economic scenario.

The Consolidated Financial Statements of the Company and its Subsidiary and Associates companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associates Companies:

Considering the future growth plans of the Company, the Board of Directors does not recommend any dividend for the _nancial year ended on 31March 2023.

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide Annexure I and forms an integral part of this Annual Report.

1. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, a copy of the annual return of the Company for the Financial Year ended March 31, 2023 will be placed on the website of the company. Same can be accessed by any person through below given web-link www.univastu.com.

2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Board met 8 (Eight ) times during the Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the financial year under review.

4. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards have been followed and there were no material departures;

b. the directors had selected accounting policies as mentioned in the Notes forming part of the Financial Statements and applied them consistently. Further 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 Profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance _with the provisions _this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Annual accounts have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

Director's appointed/re-appointed during the year:

6. DETAILS OF DIRECTOR APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

Mrs. Rajashri Khandagale, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

7. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:-

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013 and rules made there under.

8. BOARD'S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS

No Independent director was appointed during the year.

9. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT:

The Company has adopted the Policy on directors' appointment and remuneration including criteria for determining quali_cations, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 which is placed on Companies Web address : https://www.univastu.com/policies.html.

The Company's remuneration policy for Directors/ KMP is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The said policy is available on Company's website i.e. www.univastu.com.

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and Two lakh per annum or Rs. Eight lakh and Fifty thousand per month during the year ended March 31, 2023.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure II 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(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Regulation 4 (2) (f) (ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive / Non-Executive / Independent Directors.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination & Remuneration Committee.

At the annual general meeting of the company held on 29 September 2020, M/s P. V. PAGE & Co., Chartered Accountants, Mumbai were re-appointed as statutory auditors of the company for a second term of five consecutive years (i.e. from the FY 2020-21 to FY 2024-25 to hold office up to the conclusion of the annual general meeting of the Company to be held in the year FY 2025-26.

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in Form MR-3.

The Board of Directors appointed CS.Nishad Umranikar Partner,MSN Associates, Practicing Company Secretary, Pune as the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2022-23 and their report is annexed to this Board report as Annexure III.

M/s. K H S & Associates, Chartered Accountants Mumbai (FRN W131893) were re-appointed as internal auditors of the Company for the Financial Year 2022-23 to perform the duties of internal auditors and their report is reviewed by the audit committee from time to time. d) Cost Audit/Cost Record :

As per the requirements of the Section 148 of the Act read with the Companies Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts are made and records has been maintained in respect of the applicable products for the year ended 31^st March 2023.

As per the turnover, the requirement of cost Audit report and appointment of Cost Auditor are not applicable for the company.

The Statutory Auditors' Report has made quali_cations in the Statutory Auditors Report as per Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 16 of the Board's Report.

The Secretarial Auditor has made quali_cations in the Secretarial Audit Report which are mentioned in detail in point No. 16 of the Board's Report.

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its o_cers or employees during the _nancial year 2022-23. However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

16. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS: Statutory Auditor: There were adverse remarks made by the Statutory Auditors in the Audit Report for FY 2022-23

1 The auditors have given the following comment in their audit report in ‘Other matter' paragraph:

"The financial statement depicts the outcomes derived from subject to confirmation and reconciliation procedures applied to various accounts, encompassing "Trade Receivables", "Trade Payables," "Advance from Customers," "Advances Recoverable in Cash or Kind," "Advance to Suppliers and Other Parties," as well as "Miscellaneous Deposits." The figures presented in the statement are in accordance with the records maintained by management." Management's response: Balances in case of trade receivables and trade payables are subject to confirmation and reconciliation, where necessary. This has been disclosed in Note No. 36 to the financial statements. However, we have adequate financial records to perform alternate procedures in absence of balance confirmations from third parties and can be provided for the audit purposes as and when sought for.

Further, in case of advances from customers, advances recoverable in cash or in kind, advances to suppliers and other parties and miscellaneous deposits, adequate financial records are available and can be provided for audit purposes as and when sought for.

2 The auditors have given the following adverse remark in clause vi of paragraph 3 of CARO 2020:

"As per information given by the Management, maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, however in the event of a certificate from the Cost and Management Accountant not being shared with us by the Management as matter of our audit procedures, we are unable to comment on whether such accounts and records have been so made and maintained adequately" Management's response: As per the requirements of the Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, cost records should be mandatorily maintained in case of certain companies if the turnover in the immediately preceding year exceeds Rs. 35 crores. As the turnover of the Company for the year ended March 31, 2022 exceeded Rs. 35 crores, the cost records have been maintained in respect of the applicable products for the year ended 31st March 2023. Further, as per Rule 4 of the Companies (Cost Records and Audit) Rules 2014, audit of cost records is mandatory if the turnover in case of certain companies is mandatory if the total turnover is above Rs. 100 crores and turnover of individual products / services is above Rs. 35 crores. As the turnover of the Company for the year ended 31st March 2022 is below Rs. 100 crores, the Company is not required to get its cost records audited by the cost auditor. These records were available for review by the auditors as and when sought for. However, as there is no specific requirement of obtaining a certi_cate for maintenance of cost records, we have not obtained the same.

3 The auditors have given the following adverse remark in clause vii(a) of paragraph 3 of CARO 2020:

"According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Services Tax (‘GST'), Provident fund, Employees' State Insurance, Income Tax, Duty of Customs, Cess and other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable, except as stated below:" (Refer table in the audit report).

Management's response:

There have been delays in depositing the statutory dues as stated in the audit report. We will avoid such delays in the subsequent year/s.

4 The auditors have given the following adverse remark in clause ix of paragraph 3 of CARO 2020:

"Based on our examination of the records of the Company and according to the information and explanations give to us, the Company has defaulted in repayment of loans or other borrowings from any lender during the year. Accordingly, under clause 3(ix)(a) of the order the period and the amount of default is reported as below:" (Refer table in the audit report).

Management's response:

The Company is in the process of recovering from COVID-19 pandemic and hence the repayments were made immediately when the funds became available. We will avoid such delays in repayment of loans or other borrowings from any lender do not occur in the subsequent year.

1) The note stating that the figures of the last quarter are the balancing figures in the financials as per Regulation (33) (3)(e) of the SEBI (LODR), Regulation, 2015 was missed by the company in the financials for the quarter ended March 2022.

2) The Chairman of the Audit Committee was not present at the Annual General Meeting of the Company held for the Financial Year 2021-22.

The composition of the Audit Committee has been reported in the Report on Corporate Governance annexed to this Report.

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has established a vigil mechanism that enable the directors and employees to report genuine concerns. The vigil mechanism provides for: (a) Adequate safeguard against victimization of person who use the mechanism; (b) Direct access to the chairman of Audit Committee of the Board of the Directors of the Company in appropriate cases.

Discussion on state of Company's affairs and business overview has been covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

During the year, The Authorised Share capital of the company was Rs. 20,00,00,000 (Twenty crore) comprising of 200,00,000 (Two crore ) equity shares of Rs 10/- each and the paid up equity share capital of the Company was Rs. 11,36,46,000 (Eleven Crore Thirty Six Lacs Fourty Six Thousand) comprising of 1,13,64,600 (One crore Twenty Lac) equity shares of Rs 10/- each as on 31 March, 2023.

The Company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

1. Your Company has two Subsidiary Company viz. 1. Univastu HVAC India Private Limited. 2. Univastu Charitable Foundation.

Not Applicable

During the _nancial year, the Board reviewed the a_airs of its associate companies and pursuant to provisions of Section 129(3) of the Companies Act 2013, details of associate companies in prescribed Form AOC-1 is enclosed as Annexure IV as a part of this Board's Report.

There are no Joint Ventures to the Company.

The transactions with the related parties are governed by prevailing regulatory requirements and company's policy on dealing with such transactions.

All contracts / arrangements / transactions entered by the Company during the _nancial year with related parties were in its ordinary course of business and on arms' length basis.

Particulars of contracts or arrangements with related parties within the meaning of Section 188 (1) of the Companies Act, 2013 in Form AOC–2 of the Companies (Accounts) Rules, 2014 are enclosed as Annexure-V to this report.

A Cash Flow Statement for the year ended 31 March 2023, is attached to the Balance Sheet as a part of the Financial Statements.

During the year under review, the Company has complied with all the applicable secretarial standards.

During the year, the Company has not received any premium on allotment of Equity Shares. However, an amount of Rs. 4,42,07,398/- has been lying in Securities premium account besides no other amount has been transferred to general Reserves.

The Company has not granted any loan, given guarantee or made investment during the year ending on 31^st March 2023.

During the _nancial year 2022-23 the Company has not accepted unsecured loans from directors. The outstanding balance of the same as on 31st March, 2023 is Rs.13.04 lakhs

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31^st March 2023.

The company was not required to transfer the unclaimed dividend to Investor Education and Protection Fund during the year under review.

32. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT: (PARA F OF SCHEDULE V OF THE SEBI LISTING REGULATIONS, 2015) The Company doesn't have shares in suspense account.

During the year ending on 31 March 2023, no regulatory or court or tribunal has passed any order impacting the going concern status of the company and its operations in future. The Company had applied to NCLT for Resolution Plan in case of Opal Luxury Time Products Limited (Opal). Vide NCLT order dated July 20, 2023, the Company's Plan was approved and the Company has begun the process of acquisition of Opal.

There have no material changes and commitments, a_ecting the _nancial position of the company from the end of the year up to the date of this report. Further there has been no change in the nature of business carried on by the Company.

Risk management is the process of identi_cation, assessment and prioritization of risks followed by coordinated e_orts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a properly de_ned framework. The major risks are being identi_ed by the company and its mitigation process/measures being formulated in areas of operations, recruitment, _nancial processes and reporting, human resources and statutory compliance.

The management of your company would like to share the highlights of its performance review on the conservation of energy, technology absorption, foreign exchange earnings and outgo, as below:

(i) Steps taken or impact on conservation of energy: Energy conservation dictates how e_ciently a Company can conduct its business operations and the Company has understood the value of energy conservation in decreasing the deleterious e_ects of global warming and climate change. Whereas the Company is running its business by optimal use of energy, which providing the Company and its management the new challenging task to perform. (ii) Steps taken by the company for utilizing alternate sources of energy: The Company makes every possible e_ort to save the energy. It makes timely maintenance of accessories used in providing services to make optimum utilization of electricity. As a result, the electricity bill of the Company is stabilized and controlled.

(iii) Capital investment on energy conservation equipment's: The Company found enough system and equipment; hence it was not required to make additional investment on energy conservation related equipment's.

(i) The Company has started its business operations e_ectively, whereas no such new technology was absorbed. (ii) The Company was not required to import any technology related equipment during the period under review. (iii) The Company is running its business operations e_ectively, and in this regards, the management has also hired a good team of technical professionals into its business pro_le, who always work for an improvement of Company's business objectives. The Company was not required to have separate department of research and development activities as of now.

During the year under review, there were neither earnings nor outgo of any money in Foreign exchange.

The Company has developed a strong two-tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as de_ned Code of Conduct, Whistle Blower Policy / Vigil Mechanism, rigorous management review and Management Information System (MIS) and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, e_ciency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with the Management oversees results of the internal audit and reviews implementation on a regular basis.

In compliance with provisions Section 135 read with Schedule VII of the Companies Act, 2013 CSR Committee has been constituted and CSR policy has been adopted by the Company. Reporting on CSR in format speci_ed is annexed as ‘Annexure VI' to this Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints received regarding harassment by the company from its employees (permanent, contractual, temporary, trainees).

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public con_dence in companies is no longer based strictly on _nancial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its o_cers and directors, but also all of its employees.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. Report on Corporate Governance is enclosed as an Annexure VII to this Report.

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results may di_er materially from those either expressed or implied.

There are no applications made/ proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. Further, there are no borrowings outstanding from Banks as 31 March 2023. There is no valuation exercise carried out by Banks during Financial year 2022-2023.

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year. The Directors also wish express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.