Universal Autofoundry Ltd Directors Report

Dear members,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "Universal Autofoundry Limited"), along with the audited financial statements, for the financial year ended March 31,2023.

1. Results of our operations and state of affairs

Amt. in Lakh

	STANDALONE
Particulars	2022-23	2021-22
Total Income	23711.85	16306.08
Total Expenditure	21,155.65	15,686.68
Profit Before Interest, Depreciation & Amortization and Tax (PBIT)	2556.20	619.40
Less: Interest	396.57	291.03
Less: Depreciation & Amortization expenses	682.57	701.13
Profit Before Tax	1477.06	(372.76)
Exceptional Items	0	0
Profit from Ordinary Activities before Tax	1477.06	(372.76)
Prior Period Items	0	0
Less: Tax Expenses (including deferred tax)	428.13	(99.50)
MAT Credit Availed	0	0
Share of profit from associates	0	0
Profit After Tax (PAT)	1048.93	(273.26)

Notes:

The above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS)

Equity shares are at par value of Rs.10 per share

1. Brief description of the Companys working during the year/State of Companys affair:

The company is engaged in the business of manufacturing and export specializing in the production of Cast Iron and Ductile Iron castings.

Company offers castings in three different conditions: Machined, Semi Machined, and as cast, all of which can be customized with surface treatments to meet our customers specific requirements. Our diverse range of components, such as Suspension Brackets, Differential Housings, Hubs, Brake Drums, Flywheels, Adjuster Nuts, Pulleys, Dampers, and more, are widely utilized in the commercial vehicle and engineering sectors.

Spanning over an expansive about 30,000 square meters, Universal Autofoundry houses state-of-the-art manufacturing facilities. We boast a fully integrated casting and machining operation, ensuring efficient production in an environmentally friendly foundry and machine shop. Our capabilities extend to the supply of intricate, cored, and fully machined cast components, with weights ranging from 4 to 125 kilograms. The casting capacity of the Universal Group reaches an impressive 42,000 metric tons per year. Company has shown a significant increase in the profit, Net profit of the Company has increased from loss of Rs.3cr approx. to Profit of Rs. 14.5 cr approx.

As the company has migrated from SME platform of Bombay Stock Exchange to Main Board in September 2022, company has adopted New Accounting Standards i.e., IND(As). Adjusting with the adjustment done as per the

policy guidelines the profit has been reduced to Approx Rs. 1.3 Cr.

Company is continuous working towards to objective growth in domestic as well as international markets, Recently, company has participated in the 71th Indian Foundry Congress and IFEX 2023 in month of February 2023, in greater Noida, India.

Company is also Participating in the Event Named "GIFA" - 15th International Foundry Trade Fair with Technical Forum from 12th to 16th June in Germany .

2. Change in the Nature of the Business:

There is no change in the nature of Business by the Company during the period under review.

3. Transfer to Reserves:

Company proposes to transfer the Profit of the Year in General Reserve.

4. Dividend:

During the year under review your Company does not propose declaration of dividend for the financial year 2022-23.

5. Authorized Share Capital:

During the year under review the authorized Share Capital of the Company has increased from Rs.

11.00. 00.000(Rupees Eleven Crore Only) divided into

1.10.00. 000 (One crore Ten Lacs) equity shares of Rs. 10/- each to Rs. 15,00,00,000(Rupees Fifteen Crore

Only) divided into 1,50,00,000 (One crore Fifty Lacs) equity shares of Rs. 10/- each by passing Special Resolution through Postal Ballot on 05.03.2023.

6. Preferential Allotment of Equity shares

During the Financial Year 2022-23, the Company issued 19,75,000* (Nineteen Lakh Seventy-Five Thousand) fully paid-up equity shares of face value of Rs. 10/- (Rupees Ten) each at a price of Rs.130.06/- (Rupees One Hundred Thirty and Six Paise Only) per equity share (including premium of Rs. 120.06/-(Rupees One Hundred Twenty and Six Paise Only) per equity share, aggregating to Rs. 25,68,68,500/- (Rupees Twenty-Five Crore Sixty-Eight Lakh Sixty-Eight Thousand and Five Hundred Only) ("Subscription Shares") to preferential allottees on a preferential basis for which Special Resolution was passed by the members of the Company on 05.03.2023 by Postal Ballot.

This fund raised is being deployed to augment long term capital to meet the needs of its growing business (Expansion for increasing in casting production capacity and Machining Shop),and other general corporate purposes.

*Note:

• Allotment of the above-mentioned shares was approved by Board in their Meeting held on March 23, 2023.

• Listing Approval for the said shares was received by Company on April 12, 2023.

• Trading Approval received on May 12, 2023.

7. Utilization of funds from proceeds of Preferential Issue

As on 31 March 2023, no amount has been utilized from the proceeds of Preferential Issue towards the objects for which the same were raised.

8. Migration from SME Board to Main Board

During the year under review, Company migrated from BSE SME platform to Main Board of BSE w.e.f. September 09, 2022.

9. Subsidiary Companies/ Joint Ventures/ Associate Companies

During the year under review, there was no associate, Joint Venture and Subsidiary Company.

10. Board of Directors

The following changes took place in the composition of the Board of Directors during the financial year ended on 31.03.2023:

a) Resignation of Mr. Kishan Lal Gupta (DIN: 00295685) from the Chairmanship of the Company and Continue on the position of Whole-time director.

b) Appointment of Mr. Vimal Chand Jian (DIN: 00295667) as Chairman of the Company along with position of Managing Director.

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of Directors are liable to retire by rotation, shall retire every year and, if eligible, offer them for re

appointment at every AGM. Consequently, Mrs. Veenu Jain (DIN: 02312309) Non-Executive Director of the company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer herself for reappointment. The Board recommends the appointment for the consideration of Members of the Company at the ensuing Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM.

Mr. Akhil Jain (DIN: 09733530) was appointed as Additional Non-Executive Independent Director of the Company w.e.f. 30th May, 2023 on the Board of the Company and seeking his appointment as NonExecutive Independent Director of the Company in the ensuing Annual General Meeting for a term of 5 years commencing from 30th May, 2023 to 29th May, 2028.Resolution for his appointment is being proposed at the 14th Annual General Meeting and his Profile is included in the Notice of the 14th Annual General Meeting.

The Board of Directors, subject to approval of shareholders in the ensuing AGM, has approved:

a) Re-appointmentof Mr. Kranti Kumar Bakiwala (DIN: 00126013) as Non-Executive Independent Director of the Company for a second term of 5 years commencing from 11th July, 2023 to 10th July, 2028.

b) Appointment of Ms. Aditi Jain (DIN: 07226151) as NonExecutive Independent Director of the Company for a term of 5 years commencing from 14th July, 2023 to 13th July, 2028.

Although, the below mentioned change in board of directors occurred after the closure of financial year, however, your directors find it prudent to keep their shareholders informed about the said change:

a) Resignation of Mr. Vimal Kumar Bordia (DIN: 08207122) from the post of Non-Executive Independent Director of the Company w.e.f. 29th May, 2023.

b) Resignation of Mr. Monil Arya (DIN: 02173945) from the post of Non- Executive Independent Director of the Company w.e.f. 29th May, 2023.

c) Resignation of Mr. Kishan Lal Gupta (DIN:00295685) from the post of Wholetime Director of the Company w.e.f. 08th June, 2023

11. Number of Meetings of the Board

During the year under review the Board met for 10 Board Meetings. The details of the number of Meetings of the Board held during the financial year 2022-23 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Key Managerial Personnel Appointment and resignation during the year: -

Mrs. Ravina Jain resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 21st September, 2022;

Mrs. Ishu Jain was appointed as CompanySecretary and Compliance officer of theCompany with effect from 23rd December, 2022.

Mr. Kishan Lal Gupta (DIN:00295685) resigned from the post of Wholetime Director of the Company w.e.f. 08th June, 2023

At present, following are the Key Managerial Personnel of the Company:

S. No.	Name of Person	Designation
1.	Mr. Vimal Chand Jain	Chairman and Managing Director
2.	Mr. Vinit Jain	Chief Financial Officer
3.	Mrs. Ishu Jain	Company Secretary

13. Committees of the Board

The Board of Directors has the following committees:

1. Audit Committee;

2. Nomination and Remuneration/Compensation Committee;

3. Shareholders/Investors Grievance Committee;

4. Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

14. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation, Corporate Social Responsibility and Shareholders/Investors Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Nomination and Remuneration Policy:

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013 adopted by the Board is available on the following weblink: http://www.ufindia.com

17. Finance & Accounts

Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and Accounting Standards. The estimates and judgments relating to the Financial Statements are made on a going concern basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2023.During the year under review company has switched to INDas as per the requirement of the Act.

18. Awards and Recognitions

Your company has been awarded as follows:

A. Rajasthan Conservation Award (22-23), by Department of Energy, Government of Rajasthan

B. Rajasthan Udyog Rata Award (22-23), by Department of Industries and Commerce of Rajasthan

C. Star Performer Award in Category Sanitary & Industrial Castings - Large Enterprise by EEPC India (Engineering Export Promotion Council) at Shimla

D. EEPC AWARD Star Performer 2015-16

E. Rajasthan Best Brand Award 2018

F. IPF Industrial Excellence Awards-IPF Fastest growing Manufacturing Company Award Auto Ancillary Category (Small)

G. Award for Export Excellence in sanitary and Industrial castings- Large Enterprise by EEPC India, Northern Region in July, 2019.

H. Rajasthan Energy Conservation Award-2020, Second Prize in Foundry Sector conferred by Department of Energy, Government of Rajasthan in December, 2020.

I. Star Performer Award in Product Group for 2017-18 Sanitary & Industrial Castings - Large Enterprise by EEPC India (Engineering Export Promotion Council) at Jammu on 17th November, 2021

19. Auditors

(a) Statutory Auditor and their report

The Statutory Auditors of the Company M/s. Goverdhan Agarwal & Co., Chartered Accountants, (Firm Registration Number: 006519C) have audited the Financial Statements of the Company. The Independent Auditors Report forms a part of this report and no adverse remark/comment has been made in the said report by the Statutory Auditors. The report is selfexplanatory and do not call for any further comments. The Statutory Auditors were appointed by the members of the Company to hold office for a period of five years, from the conclusion of this Twelfth AGM till the conclusion of Seventeenth AGM of the company at such remuneration as may be mutually agreed between the Board of Directors and the Auditors."

During the financial year 2022-23, no fraud was reported by the Statutory Auditor of the Company in their Report.

(b) Secretarial Auditor and their report

In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s Arms & Associates LLP, a firm of Company

Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ‘A and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary except that the Company has not complied with the applicable Secretarial Standards (SS) with regard to signing of the Minutes. The report is self-explanatory and do not call for any further comments.

Boards explanation for non-signing of minutes is that the past Chairman, Mr. Kishan Lal Gupta has refused to sign the minutes during his tenure as chairman on his personal grounds and the board of directors requested Mr. Gupta to sign the same after his denial the Board in its meeting held on 30th May, 2023, authorized Mr. Vimal Chand Jain, Chairman and Managing Director of the Company to sign the unsigned minutes on current date. During the financial year 2022-23, no fraud was reported by the Secretarial Auditor of the Company in their Report.

(c) Cost Auditor and their Report

The Company is required to maintain cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner. M/s Pavan Gupta & Associates, Cost Auditors, of the Company tendered resignation vide letter dated 30th May, 2023 for conducting audit of the cost records maintained by the Company for the financial year 2022-23.

Accordingly, Company approached M/s Girdhar Chaudhary & Co., Cost Accountants, (FRN: 103888) for conducting the audit of Cost Records maintained by the Company for the financial year ended on 31st March, 2023 and on receiving his consent, board of directors in their meeting held on 30th May, 2023, appointed them as Cost Auditors of the Company for the Financial year 2022-23.

Further, the Company has received draft Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2023 from M/s Girdhar Chaudhary & Co., Cost Accountants, (FRN: 103888) and the final report shall be filed with Ministry of Corporate Affairs (MCA)

During the financial year 2022-23, no fraud was reported by the Cost Auditor of the Company in their Report.

20. Internal Audit and Controls

Your Company has appointed M/s Shah Patni & Co. as its Internal Auditor. During the year, the company continued to implement their 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. Internal Auditors findings are discussed with

the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2022-23, no fraud was reported by the Internal Auditor of the Company in their Report.

21. Vigil Mechanism/Whistle Blower Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been u pl o a d e d o n th e websi te o f th e C o mpa n y http://www.ufindia.com

22. Annual Return

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013 the copy of Annual Return under section 92(3) is hosted on the Companys website viz. http://www.ufindia.com

23. Material changes and commitments, if any, 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

Material Changes as below;

1. The issue of Preferential Allotment of Equity Shares was approved by Shareholder through Postal ballot on 05.03.2023, and allotment of 19,75,000 equity shares was approved by the Board of Directors on 23.03.2023. Further the Listing and trading approval was received by the Company after end of Financial Year 2022-23. Directly impacting the Shareholding pattern of the Company.

2. Expansion Plan for development of Machine Shop and Foundry has been started and Company has given advance for plant and machinery, which results in increase in Financial Cost of the Company as Company is availing fresh term loan of Rs. 11 cr. From existing Bank.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.

25. Penalty

Company has received a Notice from Bombay Stock exchange regarding fine levied for Non/Late compliance with Reg.23(9) for half year ended September 2022 as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/ 2020/12 dated January 22, 2020. Company has deposited fine and addressed the same in the Board Meeting.

26. Acceptance of Deposits

The Company has not accepted deposit from the public

falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

27. Particulars of loans, guarantees or investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. i) No loan was given to any company

28. Details/Disclosures of Ratio of remuneration

The statement of disclosure of remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2004 is made thereunder ‘ANNEXURE- C.

29. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under ANNEXURE -D. Related party transactions have been disclosed under the Note no. 38 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and on arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval. None of the transactions with related parties were in conflict with the interest of the company. All the transactions are in the normal course of business and have no potential conflict with the interest of the company at large and are carried out on an arms length basis or fair value.

30. Listing with Stock Exchanges

Your Companys shares are listed on the Bombay Stock Exchange, Company has migrated from SME platform to Main Board in September 2022.

31. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this report.

Company has submitted corporate governance report for every quarter within the prescribed time.

32. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources.

33. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 said Act every company having 10 or more employees is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2022-23 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2023 for redressal.

34. Corporate Social Responsibility

A brief outline of the Corporate Social Responsibility (CSR) policy of the company and the initiatives taken by the company are set out in Annexure E of this report in the format prescribes in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding CSR Committee, please refer to the Annexure-E, forming a part of this annual report. Further, the CSR Policy is also available on http://www.ufindia.com

35. Secretarial Standards

The Company complies with all the applicable mandatory secretarial standards issued by the Institute of the Company Secretaries of India (ICSI).

36. Details in respect of frauds reported by the auditors under section 143(12) of companies act, 2013 There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

37. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(i) that in the preparation of the annual accounts, 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 at the end of the financial year 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 this Act 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

38. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

39. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

40. Statutory Information

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ‘B an integral part of this report.

In terms of provisions of section 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 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details as required under 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 in ANNEXURE ‘C an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2022-23.

41. Cautionary Statement

Statement in the Managements Discussion and Analysis Report detailing the Companys objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Companys principal

markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.

42. The details in respect of adequacy of internal financial controls with reference to the financial statements:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

43. Statement for development and implementation of risk management policy u/s 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 1000 listed entities needs to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy as company does not comes under Top 1000 listed companies

44. Appreciation and Acknowledgments:

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, and Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.

45. Miscellaneous:

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• There was no instance of onetime settlement with any Bank or Financial Institution

For & on behalf of the Board

Sd/-

Vimal Chand Jain Chairman DIN: 00295667 Jaipur, 30.05.2023