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UNITED VAN DER HORST LTD.

02 April 2026 | 04:01

Industry >> Engineering - General

Select Another Company

ISIN No INE890G01047 BSE Code / NSE Code 522091 / UVDRHOR Book Value (Rs.) 7.74 Face Value 1.00
Bookclosure 13/02/2026 52Week High 63 EPS 0.63 P/E 58.33
Market Cap. 254.15 Cr. 52Week Low 23 P/BV / Div Yield (%) 4.76 / 0.81 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Company’s Board of Directors (“Board”) are pleased to present the 38th Annual Report of
United Van Der Horst Limited (‘UVDHL’) on the Business and operations along with the audited
financial statements for the Financial Year ended on 31st March, 2025.

1. FINANCIAL SUMMARY / HIGHLIGHTS:

During the financial year, the performance of the Company is as under:

(Amounts in Lakhs)

Particulars

2024-2025

2023-2024

Total Income

3,066.27

2,335.04

Less : Expenses

2,479.82

2,081.64

Profit/(Loss)before exceptional items and tax

586.45

253.40

Exceptional items

-

-

Profit before tax

586.45

253.40

Less: Current Tax

118.75

6.22

Less: Deferred Tax

23.78

63.46

Less: (Excess) / Short Provision of earlier year

8.17

-

Net Profit (Loss) for the period before Comprehensive
Income

435.75

183.72

Other Comprehensive Income

(0.75)

(2.76)

Total Profit/(Loss)

435.00

180.96

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

The Company view’s performance not as a once-a-year achievement but as a continuous
process of growth and improvement. Each year, Company remains focused on strengthening
its product portfolio, enhancing operational efficiencies, and improving product quality.
Significant efforts are being directed towards research and development of new technologies,
which are expected to contribute meaningfully to the Company’s long-term growth and ensure
optimal utilization of resources.

Company’s proactive business strategy involves identifying emerging industry trends,
formulating responsive strategies to maintain a competitive advantage, and effectively
managing associated risks.

During the financial year under review, the Company recorded a total revenue (including other
income) of Rs. 3,066.27 Lakhs, as against Rs. 2,335.04 Lakhs in the previous year—reflecting
a notable year-on-year growth.

Profit before tax (PBT) shows an incremental profit of Rs. 586.45 Lakhs, compared to Rs. 253.40
Lakhs in the previous year, representing an impressive growth, translating from quality sales,
strong pricing and cost productivity. After providing for taxes and other adjustments, the current
year earned profit stands at Rs. 435.75 Lakhs as compared to Rs. 183.72 Lakhs in previous
year.

This improved financial performance underscores Company’s ongoing commitment to
sustainable growth, innovation, and value creation for all stakeholders.

3. TRANSFER TO RESERVES:

During the financial year under review 2024-2025, the Company has not proposed to transfer
any amount from the profits during the year to the reserves.

4. FUNDS RAISED DURING THE FINANCIAL YEAR 2024-25 THROUGH ALLOTMENT OF
EQUITY SHARES PURSUANT TO CONVERSION OF FULLY CONVERTIBLE WARRANTS:

During the Financial Year 2024-2025 the Company had allotted 14,20,000 (Fourteen Lakh
Twenty Thousand) Equity Shares against the fully convertible warrants pursuant to the receipt
of the request from the Warrant holder of the company w.r.t Conversion of their warrant into
equivalent no. of equity shares.

On the Account of Issuance of Equity Shares, the paid-up Share Capital of the Company
has been Increased from 6,18,43,500 (Six Crore Eighteen Lakhs Forty-Three Thousand Five
Hundred Only) to INR 6,89,43,500 (Six Crore Eighty-Nine Lakhs Forty-Three Housand Five
Hundred Only).

5. DIVIDEND:

Your Board has recommended Final Dividend of INR 0.50/- paisa per equity shares (i.e.
10%) on current face value of INR 5/- each. This dividend is subject to the approval of the
shareholders at the ensuing 38th Annual General Meeting
(‘38th AGM’) of the Company and
will be paid to the Members whose names appear in the Register of Members on the Record
date fixed for this purpose. The dividend payout will be done in compliance with applicable
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations’) & Companies Act, 2013 (‘the Act’).

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, the
dividend paid or distributed by the Company shall be taxable in the hands of the members.
Accordingly, the Company shall make the payment of the Dividend after the deduction of tax
at source to the members.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under operation ended on 31st March, 2025, there has not been any change
in the nature of business of the Company.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:

There have been no material changes and commitments which affect the financial position of
the Company, that have occurred between the end of the financial year to which the financial
statements relate and the date of this report.

8. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Companies Act 2013
(“the Act”) read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of
the Act or the details of Deposits that are not in compliance with the Chapter V of the Act is not
applicable.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31,2025, in accordance with Companies Act, 2013 and rules made there under,
the Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Accordingly,
‘Form AOC - 1’ is not applicable.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors

Sr.

No.

DIN

Name

Designation

1

00270607

Mr. Jagmeet Singh Sabharwal

Chairman & Managing Director

2

07826136

Mr. Akshay Ashokan Veliyil

Non-Executive Non-Independent Director

3

09570188

# Ms. Tripti Nishant Sawant

Non-Executive Independent Director

4

10877542

AMr. Adarsh Khandelwal

Non-Executive Independent Director

5

09453781

* Ms. Pooja Mahesh Tiwari

Non-Executive Independent Director

Following changes in the Directors during the financial year ended March 31,2025, and
post closure of financial year, till the date of this Report:

#The Board of Directors, basis the recommendations made by the Nomination
and Remuneration Committee, approved the appointment of Ms. Tripti Nishant
Sawant was appointed as Additional Non-Executive Independent Director of the
Company w.e.f. April 01, 2024 and the same was approved by the Shareholders
vide resolution passed at Annual General Meeting held on 27th September, 2024.

AThe Board of Directors, basis the recommendations made by the Nomination and
Remuneration Committee, approved the appointment of Mr. Adarsh Khandelwal as
Additional Non-Executive Independent Director of the Company w.e.f. January 04,
2025.

*Ms. Pooja Mahesh Tiwari Ceased to hold the postion as Non-Executive Independent
Director from of the Company w.e.f. December 31, 2024, upon completion of her
term.

b. Key Managerial Personnel (KMP’s):

In terms of Section 203 of the Act, the KMP’s of the Company during the Financial Year
2024-25 are as follows:

Sr. No.

Name of KMP’s

Designation

1

Mr. Jagmeet Singh Sabharwal

Chairman & Managing Director

2

Mr. Kalpesh Kantilal Shah

Chief Financial Officer

3

$ Mr. Ronak Parakh

Company Secretary & Compliance Officer

4

* Mr. Sameer Shinde

Company Secretary & Compliance Officer

$ Mr. Ronak Parakh was appointed as a Company Secretary & Compliance Officer w.e.f
December 02, 2024

* Mr. Sameer Shinde resigned from his post as Company Secretary & Compliance Officer
w.e.f. December01, 2024

a. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jagmeet Singh
Sabharwal (DIN: 00270607), Managing Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and being eligible, offers himself for
re-appointment. The said Director is not disqualified from being re-appointed as a Director of a
Company as per the disclosure received from him pursuant to Section 164 of the Companies
Act, 2013.

b. INDEPENDENT DIRECTORS:

The Company appreciates the diverse knowledge and guidance of Independent directors
on its board. Each Independent director has confirmed their Independence to the company
pursuant to the provisions of Section 149(7) of the Companies Act 2013 that he/ she meets the
criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with
declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and applicable regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company’s
code of conduct. The Independent Directors have individually confirmed that they are not
aware of any circumstances or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.

In the opinion of the Board, there has been no change in the circumstances which may affect
their status as independent directors of the Company and the Board is satisfied of the integrity,
expertise, and experience (including proficiency in terms of Section 150(1) of the Companies
Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms
of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have
confirmed about their enrolment in the data bank of Independent Directors maintained with the
Indian Institute of Corporate affairs.

Also, the separate meeting of the Independent Directors has been duly convened on February
07, 2025.

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

The Board hereby confirms that during the financial year 2024-2025 no such orders passed by
regulators or courts or tribunals impacting the going concern status and company’s operations
in future.

d. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has laid down a set of standards which enables implementation of internal
financial controls across the organization and ensure that the same are adequate and operating
effectively. The Board periodically reviews the findings and recommendations of the statutory
auditors, internal & secretarial auditors and suggests corrective actions whenever necessary.
During the year under review, no material or serious observation has been received from the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.

During the year under review, no material or serious observation has been received from the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Further, subject to the matters described by the Statutory Auditor in their report on the financial
statements of the Company, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively.

e. COMMITTEES OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirements) 2015, prescribed various committees
with the aim of bringing basic framework governing the regime of listed entities in line with the
Companies Act, 2013 and compiling all the mandates of SEBI regulations/circulars governing
equity. Considering this, the Board has 3 (three) mandatory committees as required under
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015
which are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, compositions, meetings held during
the financial year and attendance of the directors/ committee members at each meeting, are
provided in the “Report on Corporate Governance”
‘Annexure E’ as a part of this Annual
Report. Recommendations of all Committees have been accepted and implemented by the
Board in the organization.

f. BOARD MEETINGS HELD DURING THE YEAR:

During the financial year, 6 (Six) Board Meetings were held, the maximum gap between any
two Board Meetings did not exceed one hundred and twenty days, the details of meetings
such as dates, Numbers of Directors present etc. are furnished in the Corporate Governance
Report forming part of the Annual Report as
“Annexure E”.

g. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in the conduct of its business affairs in a fair and transparent manner
by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has established and adopted robust Vigil Mechanism/Whistle Blower Policy
for the benefit of all its directors and employees in conformation with Section 177(9) of the
Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure
Requirements) 2015, to report concerns about unethical behavior, actual or suspected fraud
or violation of Code of Conduct.

It also provides for adequate safeguards against the victimization of employees and directors
who avail the Mechanism pursuant to this policy and also allows direct access to the Chairperson
of the Audit Committee in exceptional cases. We gladly inform you that No complaints were
received during the Financial Year.

The policy is available on company’s website at http://www.uvdhl.com/disclosures-under-
regulation-46-of-lodr/policies .

h. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions are placed before the meeting(s) of Audit Committee for its review
and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis
for the financial year, for the transactions which are of a foreseen and repetitive in nature. The
statement giving details of all related party transactions entered into pursuant to the omnibus
approval together with relevant information are placed before the Audit Committee for review
and updated on quarterly basis.

During the Financial Year 2024-2025, all Related Party Transactions entered with the related
parties were at arm’s length and were in the ordinary course of the business in accordance with
the provisions of the Companies Act, 2013 read with the rules made there under and Policy
of the Company for Related Party Transactions. The particulars of contracts or arrangement
with Related Parties which are material in nature are furnished in
‘Form AOC-2’ attached as
“Annexure A” and forms part of this Report.

i. PARTICULARS OF REMUNERATION TO EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
particulars of remuneration to the Directors and employees of the Company and the details of
the ratio of remuneration of each director to the median employee’s remuneration is annexed
herewith as
“Annexure B” to this Report

j. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return
for the financial year ended 31st March, 2025 in form MGT-7 is prepared as per the provisions
of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration)
Rules, 2014. The Company is required to host a copy of annual return on the website, if any of
the Company and as web link of the same to be given in the Directors’ Report and same will
be placed on the below mentioned web- address at
http://www.uvdhl.com/disclosures-under-
regulation-46-of-lodr/annual-returns .

k. AUDIT REPORTS AND AUDITORS:

a) Statutory Auditors:

In line with the provisions of Section 139 of Companies Act, 2013 and rules made
thereunder the company continues the appointment of M/s. CKSP and Co. LLP (FRN:
131228W/ W100044) earlier known as M/s. Chokshi and Co. LLP Chartered Accountants
for second term of consecutive 5 years to hold office from the conclusion of Annual
General Meeting held for the financial year ended 31st March, 2022 till the conclusion of
Annual General Meeting to be held for the financial year ended 31st March,2027.

However, Pursuant to notification issued by the Ministry of Corporate Affairs on 07th May,
2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory
requirement for ratification of appointment of Statutory Auditors by the Members at every
Annual General Meeting (“AGM”) has been omitted, and hence the Company is not
proposing an item on ratification of appointment of Auditors at this AGM

Considering this, the auditors have confirmed their eligibility, limits as prescribed in the
Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the
Company.

The Auditors’ Report for the financial year ended March 31, 2025, on the financial
statements of the Company forms a part of this Annual Report. There is no qualification,
reservation, adverse remark, disclaimer, or modified opinion in the Auditors’ Report,
which calls for any further comments or explanations.

b) Secretarial Auditor:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Section 134(3) of the
Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. At the Board Meeting held on February 07, 2025 Directors have
appointed M/s. AVS & Associates, Company Secretaries, as a Secretarial Auditor of the
Company for the financial year 2024-2025. Secretarial Audit Report issued by M/s. AVS
& Associates, Company Secretaries in Form MR-3 for the financial year 2024-2025 forms
part of this report as
“Annexure C”. The said report does not contain any observation or
qualification requiring explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.

l. EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING
DIFFERENTIAL VOTING RIGHTS:

During the year, your Company has not issued any shares to the employees of the Company
under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

m. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis report for the year under review, as stipulated under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section covering
the performance and outlook of the Company is attached and forms part of this Report as

“Annexure D”

n. CORPORATE GOVERNANCE REPORT:

Your Company’s philosophy on Corporate Governance mirrors its belief that principles
of transparency, fairness and accountability towards its stakeholders. Accordingly, your
Company is committed to maintain the high standards of corporate governance and adhere
to corporate governance requirements. As required by Regulation 34 (3) read with Chapter IV
read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a report on Corporate Governance form part of this Annual Report as
“Annexure E”

o. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and Section 134(5) of the Companies Act
2013, the Directors of your Company, to the best of their knowledge and belief and according
to the information and explanations obtained from them in normal course of their work, state
that in all material respects:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2025,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2025 and of the Profit
and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the financial year ended on 31st
March, 2025 on a ‘going concern’ basis.

e) Directors had laid down adequate financial controls and that the financial controls were
adequate and were operating effectively.

f) Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws, all applicable secretarial standards were in place and were adequate
and operating effectively.

p. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in
accordance with the provisions of section 178 of Companies Act, 2013 read with the rules
made there under and applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment of Executive, Non-Executive and
Independent Directors on the Board of Directors of the Company and persons in the Senior
Management of the Company, their remuneration including determination of qualifications,
positive attributes, independence of Directors and other matters as provided under subsection
(3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or reenactment(s)
thereof for the time being in force).The said Policy also includes criteria for making payments
to Non- Executive Directors.

Policy is available at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/policies

q. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments made, if any, under the provisions of Section
186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on 31st March, 2025, are set out in Notes to the Financial Statements of the
Company.

r. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not falling in any criteria as mentioned in Section 135 of the Companies
Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence,
provision of CSR is not applicable to the Company.

s. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12):

During the year, none of the Auditors of the Company have reported any fraud as specified
under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force.

t. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At your company, all employees are of equal value. Your Company firmly believes in providing
a safe, supportive and friendly workplace environment - a workplace where our values come
to life through underlying behavior. Your Company believes in providing and a workplace free
from harassment and gender-based discrimination.

The Company has set up Internal Complaints Committees in line with Section 177(9) of
the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015. ‘The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the
Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted
an Internal Complaints Committee.

During the financial year under review, no complaints were received or reported under the said
Act. The summary of cases is as follows:

Sr. No.

Particulars

Comment

1.

Number of complaints of sexual harassment received in the year;

NIL

2.

Number of complaints disposed off during the year;

NIL

3.

Number of cases pending for more than ninety days.

NIL

u. STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company hereby confirms that it is in compliance with the provisions of the Maternity
Benefit Act, 1961, and the rules made thereunder. All applicable benefits, including maternity
leave, nursing breaks, and other entitlements, have been duly provided to eligible women
employees in accordance with the law. The Company remains committed to ensuring a safe,
supportive, and inclusive workplace for all employees.

v. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:

The particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Act read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014.

A. Conservation of Energy Technology Absorption:

I. Steps taken or impact on conservation of energy:

All the manufacturing/servicing/job work facilities continued their efforts to reduce
at specific energy consumption. Specific and total energy consumption is tracked
at individual block level and also at consolidated manufacturing or servicing level.
Apart from regular practices and measures for energy conservation, many new
initiatives were driven across the units
. Some of them are mentioned below:

LED lights in office in place of CFL in offices.

^ Encouraging Go Green Initiatives

^ Use of Natural Ventilation

Switch off electrical appliances, whenever not required.

II. The Steps taken by the company for utilizing alternate sources of energy:

The servicing units continue to put efforts to reduce specific energy consumption.
The Company is in process for evaluating other sources of energy like solar panel
etc.

III. Capital investment on energy conservation equipment’s:

During the Financial Year, the company has not made any new investments in the
energy conservation equipment’s which is capital in nature.

B. Technology Absorption:

Efforts made towards technology absorption :

The Company has ongoing basis absorbed the technology for servicing of products
and major up gradation process was carried out to reduce the cost.

Benefits derived as a result of above efforts:

Product improvement, cost, reduction, product development etc. The Company is
developing the ways for technology absorption, adaptation and innovation.

In case of imported technology (imported during the last 3 years reckoned
from the beginning of the financial year):

No new technology has been imported during the year.

Expenditure Incurred on Research and Development:

The Company has spent required amount for research and development ongoing
basis.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows are as follows:

• Foreign Exchange Earning - NIL

• Foreign Exchange Outgo - NIL

w. RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

All companies face risk; without risk without which rewards are less likely. Effective risk
management can add value to any organization. An effective risk management framework
seeks to protect an organization’s capital base and earnings without hindering growth.

The Board of directors of your company has approved Risk management policy wherein all
the risk are identified and assessed and functions enterprise wide. The Audit Committee of the
Board has additional oversight in the area of financial risks and controls. Major risk identified
by the business and functions are systematically addressed through mitigating actions on a
continuous basis. The board also reviews this policy on periodic basis.

x. SECRETARIAL STANDARDS COMPLIANCE:

Your Company has complied with applicable provisions of the Secretarial Standards issued
by the Institute of Company secretaries of India and approved by the Government of India
under section 118 (10) of the Companies Act, 2013. Thus, the Company hereby confirms
Compliance with the applicable requirements of Secretarial Standards 1 and 2.

y. COST RECORDS:

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

z. BOARD EVALUATION:

Your Company recognizes the importance of a diverse board the company has optimum mix
of directors having experience and expertise required for the efficient working. The provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, provides evaluation process with various aspects of functioning of

Board, Committees and Directors such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligation,
governance, etc. Accordingly the Company’s policy is in line with the provisions of the same.

The performance evaluation of the Independent Directors was also carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Chairman,
Board and the Non Independent Directors was carried out by the Independent Directors at
their respective meeting held on February 07, 2025.

The Independent Directors expressed their satisfaction with overall functioning and
implementations of their suggestions. The evaluation process endorsed the Board Members
confidence in the ethical standards of the Company, the cohesiveness that exists amongst the
Board Members, the two-way candid communication between the Board and the Management
and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities.

The Policy for Evaluation of performance of Board of Directors of the Company is available
at website of the Company
http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/
policies

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors
of the Company possess the highest standard of integrity, relevant expertise and experience
required to best serve the interest of the Company.

ACKNOWLEDGMENT:

Your directors would like to acknowledge all stakeholders of the Company viz. members,
customers, dealers, vendors, Financial Institutions, banks and other business partners for the
excellent support received from them during the year. Your directors place on records their
sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the company.

For and on behalf of the Board of Directors

United Van Der Horst Limited

Sd/-

Jagmeet Singh Sabharwal
Chairman & Managing Director
DIN: 00270607

Add : C/o E 29/30, MIDC, Taloja
Navi Mumbai - 410208
Raigad, Maharashtra, India.

Place: Navi Mumbai
Date: August 14, 2025