The Board of Directors present the Annual Report on the business and operations of your
Company along with the audited standalone and consolidated financial statements for the
financial year ended 31^st March 2024. The Statement of Accounts, Auditors’ Report, Board’s
Report, and attachment thereto have been prepared in accordance with the provisions
contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts)
Rules, 2014.

FINANCIAL PERFORMANCE :

The performance of the Company for the financial year ended 31^st March 2024 is summarized
below:

(Amount in Rs.)

The above results are in compliance of Indian Accounting Standards (IND AS) notified by
the Ministry of Corporate Affairs. The results for the previous periods have been restated to
comply with IND AS and are comparable on like to like basis.

DIVIDEND:

In view of the limited profits earned by the Company, directors do not recommend any
dividend for the financial year ended on 31^st March, 2024. The profits earned by the Company
during the year under review is on account of revaluation of the investment at market value
in compliance with IND AS.

RESERVES:

During the year under review, profits amounting to Rs. 36,16,265/- were transferred to the
reserves of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR:

The company is engaged in the business of buying and selling movie rights. Revenue from
other services is recognized as and when such services are performed.

Your Company earned a Total Revenue of Rs. 1,89,08,253/- as against Rs. 12,69,053/- earned
during the previous year.

During the financial year under review, the Company earned a profit of Rs. 36,16,265/-.

As the impact of global pandemic has now declined and the entertainment industry is
resuming its business activities, your Directors are optimistic about the Company’s business
and hopeful of better performance in the coming years.

MANAGEMENT’S DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company is covered
under Annexure A which forms part of this report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the business activity of the Company during the year.

SHARE CAPITAL:

The Authorized Share Capital as on 31^st March, 2024 was Rs. 11,00,00,000/- (Rupees Eleven
Crores Only) divided into 1,10,00,000 Equity Shares of Rs. 10/- each.

There has been no change in the Equity Share Capital of the Company during the financial
year 2023-24.

The issued Share Capital as on 31^st March, 2024 was Rs. 10,00,08,000/- divided into
1,00,00,800 Equity Shares of Rs. 10/- each out of which 8,30,900 equity shares were forfeited
in July 2001 and 8,00,000 shares were re-issued. Paid-up Capital of the Company during the
financial year was Rs. 9,96,99,000/- divided into 99,69,900 Equity Shares of Rs. 10/- each.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

A statement pursuant to Section 129 of the Companies Act, 2013 relating to Company’s
subsidiary is attached to the Annual Report as Annexure C and there are no Associate or
joint venture Companies.

Bama Infotech Pvt. Ltd. is the wholly owned subsidiary of Universal Arts Limited.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The
question of non-compliance of the relevant provisions of the law relating to acceptance of
deposits does not arise.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

As of March 31, 2024, your Company had 4 Directors, which includes 2 Independent Non¬
Executive Directors, 1 Managing Director, 1 Woman Director (Non-Executive).

Changes in the Board of Directors

There were following changes in the Board of Directors of the Company during the financial
year under review:

As per the provisions of the Companies Act, 2013, Mr. Manish Girish Shah (DIN: 00434171)
will retire as director of the Company at the Annual General Meeting and being eligible, seeks
re-appointment. The Board recommends his re-appointment.

(ii) Key Managerial Personnel

There were following changes in the Key Managerial Personnel (KMP) of the Company during
the financial year under review:

INDEPENDENT DIRECTORS’ MEETING:

Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of Regulation of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors had separate meeting without attendance of Non-Independent Directors during the
year and have reviewed the performance of Non-Independent Directors and the Board of
Directors as a whole. The Independent Directors assessed the quality, quantity and timeliness
of information between the Company and the management and the Board.

CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the CEO / CFO certificate for the financial year 2023-24 has been submitted
to the Board and the copy thereof is contained in the Annual Report as Annexure B.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEE AND INDIVIDUAL DIRECTOR:

As per Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board has also made the formal
evaluation of its own performance as well as the evaluation of working of Audit Committee,
Stakeholders Relationship Committee and Nomination & Remuneration Committee. The
Board has also evaluated performance of Independent Directors.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the Declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that
he/she is not disqualified from being appointed/ continuing his/her tenure as an Independent
Director on the Board of Directors of the Company.

NUMBER OF BOARD MEETINGS:

During the financial year 2023-24, the Board of Directors of the Company met seven (7)
times. The intervening gap between the two meetings was within the period as prescribed
under the Companies Act, 2013.

The Board meetings were held on 10^th April, 2023, 30^th May, 2023, 10^th August, 2023, 22^nd
September, 2023, 20^th October, 2023, 9^th January, 2024 and 14^th February, 2024.

The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and compliances
of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013, the Listing Regulations and SS-1.

BOARD COMMITTEE:

AUDIT COMMITTEE:

The Audit Committee is constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. Members of the Audit Committee possess financial / accounting
expertise / exposure. Further, all the recommendations made by the Audit Committee were
duly accepted by the Board of Directors.

The composition of Audit Committee as on 31^st March, 2024 was as follows:

i) Kishore Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Kesarimal Oswal (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

The Audit Committee meetings were held on 30^th May, 2023, 10^th August, 2023, 20^th October,
2023 and 14^th February, 2024.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted pursuant to the provisions
of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise / knowledge / exposure in this field.

The composition of Nomination and Remuneration Committee as on 31^st March, 2024 was
as follows:

i) Nikesh Kesarimal Oswal (Chairman & Non-Executive Independent Director)

ii) Kishore Nitin Gujale (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

Two meetings of the Nomination and Remuneration Committee were held during the financial
year 2023-24 on 30^th May, 2023 and 9^th January, 2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted pursuant to the provisions of Section
178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee
possess sound expertise / knowledge / exposure.

The composition of Stakeholders Relationship Committee as on 31^st March, 2024 was as
follows:

i) Kishore Nitin Gujale (Cshairman & Non-Executive Independent Director)

ii) Nikesh Kesarimal Oswal (Non-Executive Independent Director)

iii) Ulka Manish Shah (Non-executive Director)

Two meetings of the Stakeholders Relationship Committee were held during the financial
year 2023-24 on 30^th May, 2023 and 9^th January, 2024.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for Financial Year 2024 is uploaded on
the website of the Company and the same is available on universal-arts.in/wp-content/
uploads/2024/08/MGT-9-2023-2024.pdf.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statements for the financial year ended March
31, 2024, the applicable accounting standards had been followed along with proper

explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of
the Company for the year ended on that date;

iii. 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;

iv. The Directors had prepared the annual financial statement for the financial year ended
March 31, 2024, on a going concern basis;

v. The Directors had laid down proper internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with nature
and size of the business activity and with reference to the financial statements. The controls
comprise of policies and procedures for ensuring orderly and efficient conduct of the Company’s
business, including adherence to its policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records
and the timely preparation of reliable financial information.

According to the Directors of your Company, elements of risks that threaten the existence of
your Company are very minimal. Risk Control and Mitigation mechanisms are tested for their
effectiveness on regular intervals.

WHISTLE BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent
manner by adopting the highest standards of professionalism, honesty, integrity and ethical
conduct. The Company has a Whistle Blower policy under which employees are free to report
violations of the applicable laws and regulations and the code of conduct. The Whistle Blower
Policy is available on the website of the Company at www.universal-arts.in.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation,
technology absorption are not applicable to the Company.

B. Foreign Exchange earnings: NIL

C. Foreign Exchange outgo: NIL

AUDITORS :

STATUTORY AUDITOR:

The Statutory Auditors, M/s. B. L. DASHARDA AND ASSOCIATES (FRN 112615W),
Chartered Accountants, were appointed for a period of five years at the 28^th Annual General
Meeting of the Company held on 29^th September, 2023 until the conclusion of 33rd Annual
General Meeting on such remuneration as mutually agreed upon between the Board of
Directors and the Statutory Auditors.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence
Criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute
of Chartered Accountants of India.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue
with their appointment under section 141 of the Companies Act, 2013 and that they have not
been disqualified in any manner from continuing as Statutory Auditors.

STATUTORY AUDITOR’S REPORT:

The observation of the Auditors in their report read with relevant notes on the accounts, as
annexed are self-explanatory and do not call for any further explanation under section 134(3)
(f)(i) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company.

SECRETARIAL AUDITOR’S REPORT:

The Secretarial Audit Report for the financial year 2023-24 as issued by Secretarial Auditors,
M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this Report as
Annexure D.

COST AUDIT :

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013
are not applicable to the Company.

SECRETARIAL STANDARDS:

The Directors state that all the applicable Secretarial Standards have been duly followed by
the Company.

CODE OF CONDUCT:

Company’s Board has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Company’s
website-www.universal-arts.in. All Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct for Board Members and Senior Management
during the financial year 2023-24. The declaration in this regard has been made by the
Managing Director which forms the part of this report as an Annexure E.

CORPORATE GOVERNANCE:

Corporate Governance provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to (i)
of sub-regulation (2) of regulation 46 and para C,D,E of Schedule V are not applicable to the
Company as paid up share capital of the Company does not exceed Rs. 10 Crores and net
worth of the Company does not exceed Rs. 25 Crores as on 31^st March, 2024.

PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for Prevention of Insider Trading with a view to
regulate trading in securities by Directors and designated employees of the Company. The
Code of conduct requires pre-disclosure for dealing in the Company’s Shares and prohibit the
purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during
the period when trading windows is closed. The Board is responsible for implementation of
the Code. All Board Directors and the designated employees have confirmed the compliance
of the Code

HUMAN RESOURCES DEVELOPMENT:

Many initiatives have been taken to support business through-out the organization efficiently,
process change support and various employee engagement program which has helped the
Organization to achieve higher productivity level. A significant effort has also been undertaken
to develop leadership as well as technical / functional capacities in order to meet future
talent requirement. The Company’s HR process such as hiring and on-boarding, fair and
transparent performance evaluation, talent management process, state-of-the-art workmen
development process and market assigned policies have been seen as benchmark practice
in the Industry. The Employees are encouraged to express their views and are empowered to
work independently. The Employees are given the opportunity to learn through various small
project which make them look at initiatives from different perspectives and thus provide them
with the platform to become result oriented. The Management of the Company enjoy cordial
relation with its employees at all levels.

MEANS OF COMMUNICATION:

Quarterly results have been communicated to Bombay Stock Exchange limited where the
shares of the Company are listed and the same has been published in Two Newspaper-Free
Press Journal (in English) and Nav Shakti (in Marathi) in terms of the requirement of Listing
Agreement. Annual Reports are dispatched to all the shareholders.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its members are among its most important stakeholders.
Accordingly, your Company is taking efforts to improve its functioning.

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the
year ended 31^st March, 2024 is annexed hereto.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL
YEAR END OF THE COMPANY TO DATE OF THIS REPORT:

No material changes and commitments which could affect the Company’s financial position
have occurred between the end of the financial year of the Company and date of this report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitor and evaluate the efficacy
and adequacy of internal control system in the Company, its compliance with the operating
system, accounting policies and procedures of the Company. These are routinely tested and
certified by Statutory as well as Internal Auditors. The Significant audit observations and the
follow up action are reported to the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has not taken any new loan during the year. The company has not given any
Guarantees, made any Investments and provides any Securities which are covered under the
provisions of section 186 of the Companies Act, 2013.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

No Related Party Transactions were entered into during the financial year. The requirement
of giving particulars of contracts /arrangement made with related parties, in form AOC-2 are
not applicable for the year under review.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:

The particulars of remuneration paid to directors and employees and other related information
required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules
made thereunder are given in Annexure F to this Report.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016:

During the financial year under review, there were no applications made or proceedings
pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement of Loan taken from
Bank and Financials Institutions.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criteria’s mentioned under Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
there is no requirement to constitute Corporate Social Responsibility Committee.

GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

The Company has not issued any shares with differential rights

The Company has not received any complaints under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a well-
defined Prevention of Sexual Harassment at Workplace Policy.

There were no material changes and commitments affecting the financial position of your
Company between the end of the financial year and the date of this report.

Vigil Mechanism:

Your Directors would like to inform that till now provisions of establishment of Vigil Mechanism
do not apply to the Company.

ACKNOWLEDGEMENT

Your Directors wish to thank Bankers, Government authorities and various stakeholders,
such as, shareholders, customers, Registrar & Share Transfer Agents and suppliers, among
others for their support to the Company.

For and on behalf of the Board of Directors
Of Universal Arts Limited

Sd/- Sd/-

Managing Director Director

MANISH SHAH ULKA SHAH

DIN:00434171 DIN: 00434277

Dated : 06/08/2024

Place : Mumbai