TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 39^th Annual Report, together with the audited accounts for the year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS:

2. OPERATIONS:

a) Income: The income of the Company for the year under review was Rs.703 Lakhs as against Rs.335 Lakhs during the previous year.

b) Net Profit: The profit after tax for the year is Rs.360 Lakhs as against Rs.145 Lakhs during the previous year.

3. MANAGEMENT DISCUSSION AND ANALYSIS:

a) Classification by Reserve Bank of India (RBI): The Company is registered with RBI as Non Deposit taking Non-Banking Financial Company (NBFC-ND) and holds a valid certificate of Registration. Your Company is generally complying with the directions of the Reserve Bank of India issued from time to time.

b) Business Review: The Company is currently carrying on the business of short term and long term financing to both corporate and non-corporate entities. Further the Company continues to concentrate upon recovery of overdue receivables. Even while pursuing the legal route, the company attempts negotiations with customers for early recovery of debts.

c) Future Outlook: The Company is confident of doing better business in the form of short term and long term financing (both secured and unsecured).

Report on Management Discussion and Analysis forms part of this Annual Report as Annexure 'A'.

4. DIVIDEND:

In order to plough back the profits, your directors do not recommend any dividend for the year.

5. TRANSFER TO RESERVES:

An amount of Rs.72.00 Lakhs has been transferred to Statutory Reserve as per the requirement under Section 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amount to the General Reserves.

6. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE:

During the year under review, the Company raised funds aggregating to Rs.18.52 Crores through public issue. The particulars of funds raised and details of utilization of funds as at 31^st March, 2024 are as follows;

7. ANNUAL RETURN:

The annual return is available for inspection of the members at the registered office of the Company and same shall also be uploaded in the website of the Company www.uflindia.com.

8. CORPORATE GOVERNANCE:

Your Company has complied with the various provisions of the Corporate Governance Code under the Provisions of the Companies Act, 2013, and as stipulated under the SEBI (LODR) Regulations, 2015. A detailed report on Corporate Governance is attached as Annexure 'B'.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the company's board is in conformity with the applicable provisions of the Companies Act, 2013.

(a) The Company comprises of Five Directors as stated below:

(b) The details key managerial personnel are as follows:

(c) The details of appointment, change in designation of Directors and Key Managerial Personnel are mentioned below;

RETIRE BY ROTATION:

Ms. Khushbu Mohan Kumar Jain, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.The board recommends her reappointment as director of the Company.

The details of the composition of the Board, its committees and the meetings of the Board and committee are disclosed in the corporate governance attached to this report.

10. CODE OF CONDUCT:

The Board members and senior management personnel have affirmed compliance with the Code for the year ended 31^stMarch 2024.The Code of Conduct has been placed on the Company's website and can be accessed at www.uflindia.com and has been attached herewith as Annexure 'C'.

11. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors have 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 of the Company for that year.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls which are adequate and are operating effectively.

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

12. DECLARATION BY INDEPENDENT DIRECTORS:

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the independent directors fulfill the conditions specified in the Act and the rules made there under for appointment as independent directors and confirm that they are independent of the management.

13. SEPERATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code for Independent Directors under Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held to review the performance of the Board as a whole taking into account the views of the non-executive director. The independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees, which is necessary to effectively and reasonable perform and discharge their duties.

14. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board has adopted a policy on Whistle Blower Policy (vigil mechanism) in accordance with the provisions of the Companies Act, 2013, which provides a framework to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. It protects every stakeholder(s), who is/are willing to raise a concern about serious irregularities within the Company and also provides direct access to the Chairman of the Audit Committee.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, evaluation of all the Board members, its committees and the Board as a whole was done on an annual basis, as per the criteria for performance evaluation framework laid down by the Nomination and Remuneration Committee and approved by the Board. The Directors expressed their satisfaction with the evaluation results.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees draws remuneration of Rs.8,50,000/- or above per month and Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure 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, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested

in obtaining such information may write to upasana shares@yahoo.com and the same will be furnished without any fee and free of cost.

17. AUDITORS:

a) STATUTORY AUDITORS:

M/s. VENKAT AND RANGAA LLP (FRN:004597s), Chartered Accountants, Chennai, were appointed, as the Statutory Auditors of the Company in the 36^th Annual General Meeting held on 30.09.2021 to hold office until the conclusion of 41^st Annual General Meeting to be held on 2026. The Company has received confirmation from them that their appointment is within the limits specified in the Act and is eligible to continue as Auditors of the Company.

b) SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the Board of Directors have appointed M/s. A.K. JAIN & ASSOCIATES, Company Secretaries in Practice, Chennai as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report in Form MR - 3 is enclosed vide Annexure 'D' and forms part of this report. The reply given by the board on remarks made by the Secretarial Auditor are as follows:

c) INTERNAL AUDITORS:

The Board of Directors, as per the recommendation of Audit Committee, appointed M/s. SIDHARTH MEHTA & Co., Chartered Accountants, Chennai (FRN: 008108S) as Internal Auditor.

18. INTERNAL FINANCIAL CONTROLS:

The Company has an adequate system of internal controls to ensure accuracy of accounting records, compliance with all laws & regulations and compliance with all rules, procedures & guidelines prescribed by the applicable statues.

19. RISK MANAGEMENT:

As the Company is engaged in the business of lending/financing, it is exposed to the several systematic and unsystematic risks. The Board also reviews the risks and corrective actions and mitigation measures are taken as and when needed.

20. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company believes in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. There were no complaints / cases pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. CHANGE IN NAME OF THE COMPANY:

There is no change in the name of the Company during the year under review.

22. SHARE CAPITAL:

(a) During the year under review, the Company has increased its authorised capital from Rs.10 Crores (divided into 50 Lakhs equity shares of Rs.10/- each and 5 Lakhs Cumulative Redeemable Preference shares of Rs.100/- each) to Rs.15 Crores (divided into 100 Lakhs equity shares of Rs.10/- each and 5 Lakhs Cumulative Redeemable Preference shares of Rs.100/- each).

(b) The Company has on 10.04.2023 allotted 21,59,250 equity shares of Rs.10/- each at a premium of Rs.30/- per share on Preferential basis to Promoters and Non-Promoters and obtained necessary Listing and Trading approval from the Stock Exchange.

(c) The Company has on 01.09.2023 allotted 24,72,500 equity shares of Rs.10/- each at a premium of Rs.30/- per share on Preferential basis to Promoters and Non-Promoters and obtained necessary Listing and Trading approval from the Stock Exchange.

23. RELATED PARTY TRANSACTION:

The transactions entered with the related party are in the ordinary course of business and are disclosed in the notes to the financial statements.

24. GENERAL:

The company has complied with the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

There were no material changes and commitments, 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.

The Company has nothing to report/disclose in respect of the following items as detailed below:

a) The Company has no subsidiary, associate or Joint venture companies and hence reporting on the performance and financial position of them as per Form AOC-1 and preparation of consolidated financial statements are not applicable to the company.

b) There is no change in the nature of business of the Company during the year.

c) No company have become or ceased to be its subsidiaries, joint ventures or associates during the year under review.

d) During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013.

e) There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

f) The company has not issued sweat equity shares to the employees under any scheme during the year under review.

g) The Company has not bought back any shares, nor issued bonus shares during the year.

h) The company was not required to constitute a CSR Committee as the company has not met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social responsibility and the initiatives taken are not applicable to the company.

i) The provisions of section 186 is not applicable to the company and hence reporting under section 186 on loans, guarantees and investments does not arise.

j) The Company has nothing to report on conservation of energy and technology absorption. There were no foreign exchange earnings or outgo for the company during the year.

l) Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

m) During the Financial Year, there were no instances of one-time settlement with the Banks of Financial Institutions. Therefore, the disclosure under Rule 5 (xii) of the Companies (Accounts) Rules, 2014 is not applicable.

n) Your Company does not have any demat suspense account/unclaimed suspense account. Hence reporting under Schedule V (F) of the SEBI (LODR) Regulations, 2015 is not applicable

25. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued support from all those assisting the recovery of over dues. The Directors also wish to thank the employees for their cooperation.