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To,

The Members,

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 2025. The Statement of Accounts, Auditors' Report, Board's Report, and attachments 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.

The performance of the Company for the financial year ended 31^st March 2025 is summarized below:

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.

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, in view of the same, directors do not recommend any dividend for the financial year ended on 31^st March, 2025.

During the year under review, profits amounting to Rs. 15,67,870 /- were transferred to the reserves of the Company.

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

Your Company earned a Total Revenue of Rs. 50,61,154 /- during the year under review.

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

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

The Authorized Share Capital as on 31^st March, 2025 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 2024-25.

The issued Share Capital as on 31^st March, 2025 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.

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 Private Limited is the wholly owned subsidiary of Universal Arts Limited.

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.

As of March 31, 2025, your Company had 4 Directors, which includes 2 Independent Non-Executive Directors, 1 Managing Director, 1 Woman Director (Non-Executive).

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, Mrs. Ulka Shah (DIN: 00434277) will retire as director of the Company at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

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

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.

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year 2024-25 has been submitted to the Board and the copy thereof is contained in the Annual Report as Annexure B.

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

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.

During the financial year 2024-25, the Board of Directors of the Company met five (5) 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 28^th May, 2024, 01^st July, 2024, 06^th August, 2024, 15^th October, 2024 and 23^rd January, 2025.

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.

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, 2025 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)

Four (4) meetings of the Audit Committee members were held during the financial year 2024-25 on 28^th May, 2024, 06^th August, 2024, 15^th October, 2024 and 23^rd January, 2025.

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, 2025 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) Three (3) meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25 on 28^th May, 2024, 01^st July, 2024 and 06^th August, 2024.

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, 2025 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) Two (2) meetings of the Stakeholders Relationship Committee were held during the financial year 2024-25 on 28^th May, 2024 and 23^rd January, 2025.

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 2024-25 is uploaded on the website of the Company and the same is available on https://universal-arts.in

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, 2025, 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, 2025 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, 2025, 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.

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 compriseofpoliciesandproceduresforensuringorderlyandefficientconductoftheCompany'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.

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.

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

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 33^rd 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.

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.

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.

The Secretarial Audit Report for the financial year 2024-25 as issued by Secretarial Auditors, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this Report as

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

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

Company's Board has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2024-25. 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 provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 specified in regulations from 17 to 27 and clause (b) to (i) and (t) 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, 2025.

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.

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.

Quarterly results have been communicated to BSE 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 Regulations. Annual Reports are dispatched to all the shareholders.

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

In conformity with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the year ended 31^st March, 2025 is annexed hereto.

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.

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.

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.

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.

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.

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.

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

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.

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.

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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.