TO THE MEMBERS

To,

Dear Members,

Your Directors have pleasure in presenting their 42^nd Annual Report and the Audited Financial Statements for the Financial Year ended March 31,2024.

During the year under review, the Company earned a profit of Rs. 1.41 Lakhs.

There is no change in the nature of business during the year under review.

Since the Company made a nominal profit during the year, your Directors do not recommend any dividend.

No amount being transferred to Reserves during the year.

Pursuant to Clause 34(2] (e] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Management Discussion and Analysis Report is appended to this report.

In compliance with Regulation 34(3] of the Listing Regulations, 2015, a Certificate from Practicing Company Secretary certifying that none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of the Company pursuant to Regulation 34(3] read with schedule V Para C clause (10](i] of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015 , is attached to the Corporate Governance Report.

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to Metropolitan Stock Exchange of India Ltd. where the Company's Shares are listed.

Pursuant to notification of Ministry of Corporate Affairs dated 16^th February, 2015 notifying [Indian Accounting Standard) Rules, 2015 IND AS is applicable to our Company, w.e.f 01^st April, 2017.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

The Board of Directors is duly constituted with Sh. G.S. Poddar, Sh. Ram Gopal Choudhary, Sh. Uddhav Poddar, Sh. Yogesh Gajwani, Mrs. Alka Sabharwal. The above constitution of Board of directors is as per Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

Shri Gauri Shankar Poddar, Director, retire by rotation as per section 152 (6) at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

The Company has received declarations from each of the independent directors of the Company confirming that he/she meets the criteria of independent in terms of the provisions of Section 149 (6) of the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

There is a change of Company Secretary -cum-Compliance Officer during the year

Ms. Shilpa has been appointed as Company Secretaiy-cum-Compliance Officer of the Company w.e.f 11^th March.2024.

Mr. Anupam Agr, has resigned from the position of Company Secretary- cum- Compliance Officer of the Company w.e.f 04^th March,2024.

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees/Key Managerial Personnel is annexed as Annexure I.

During the year Six Board Meetings were convened and held. The details are given in the Corporate Governance Report.

The Company has duly constituted Board level committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as mandated by the applicable laws and as per the business requirements.

The details with respect to Board Committees are provided in the Corporate Governance Report of the Company which forms part of this report

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

During the year under review, the Independent Directors met on 18^th March,2024 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views ofthe Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. Vigil Mechanism / Whistle Blower Policy:

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website ofthe Company.

19. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and rules made thereunder of the Corporate Social Responsibility is not applicable to the Company during the financial year under review.

The Company has no subsidiary/ Material Subsidiary or joint venture or associate company.

Pursuant to the provisions of Section 139 of the Companies Act,2 013, the members at the 40^th Annual General Meeting of the Company held on 27^th September,2022 appointed M/s K. N. Gutgutia& Co., Chartered Accountants,(Firm Registration no. 304153E) as statutory auditors of the Company from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th Annual General meeting for a period of five consecutive years. As required under Section 142 of the Companies Act,2013, a proposal is put up for approval of members for authorising the Board of Directors of the Company to fix Auditor's remuneration for the year 2024-25 and thereafter. The members are requested to approve the same.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

In terms of Section 204 of the Act and Rules made there under, M/s. P. K. S & Associates, Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Company has appointed M/s MBR & Company LLP as its Internal Auditors. During the year, the Company implemented 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.

Risk management policy is not applicable to the Company.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III.

Further the same has been given on the company's website atwww.uddhavpropertiesltd.com

The Company has neither accepted nor renewed any deposits during the year under review. There was no deposit outstanding at the b eginning of the year.

No such orders had been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

The audit committee periodically reviews internal control system which are designated to assured that the overhead level are reduced to the minimum.

No loans, guarantees and investment has been granted by the Company during the financial year.

31. Particulars of contracts or arrangements with related parties: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section [1] of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as ANNEXURE IV.

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to our Company as the number of employee is below 10 during the year under review.

The Company has nothing to report under this heading as the Company is not presently involved in manufacturing or processing activities.

Foreign exchange earnings during the yar-Nil Foreign exchange spent during the yar-Nil

There was no Industrial Relation issues during the year under review.

The Central Government has not prescribed the maintenance of cost records under Sub Section (1] of Section 148 of the Companies Act, 2013 for any of the products/services of the Company.

The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that

(a) in the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

The 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).

The Company is fully compliant with the applicable Secretarial Standards (SS) viz, SS-1 & SS-2 on meetings of the Board of Directors and General Meetings respectively.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company's website www.uddhavpropertiesltd. com.

The Company has in place a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Conduct for Prevention of Insider Trading lays down guidelines advising the management, staff and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of UDDHAV PROPERTIES LIMITED, and cautioning them ofthe consequences of violations. The Company Secretary has been appointed as the Compliance Officer.

The Directors would like to express their appreciation for the continued confidence reposed in them by the shareholders of the Company and look forward to their continued support.