Your Directors have pleasure in presenting the 14^th Annual Report and the Audited Accounts of the
Company for the year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

(Rupees in Lakh)

Note: Figures in brackets represent negative number.

2. COMPANY PERFORMANCE AND BUSINESS OVERVIEW

A detailed discussion of operations for the year ended 31^st March, 2025 is provided in the Management
Discussion and Analysis Report, which is presented in a separate section forming part of this Annual
Report.

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year under
review.

5. DIVIDEND

With a view to conserve the resources for expansion of the business activities and working capital
requirements of the Company, the board of directors of the Company have not recommended any
dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within
the meaning of the provisions of Section 125 of the Companies Act, 2013.

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there are no declared dividends remaining unpaid or unclaimed for a period of 7 (seven) years
from the date of its transfer to unpaid dividend account, the Company is not required to transfer the
same to Investor Education and Protection Fund pursuant to the provisions of Section 124 of the Act and
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules).

7. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve for the financial year 2024¬
2025. (Previous Year: Nil)

8. 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

No material changes and commitments have occurred after the close of the financial year till the date of
this report, which affect the financial position of the Company.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), along with a
certificate from Auditors regarding compliance of the Corporate Governance are given separately in this
Annual Report.

All Board Members and Senior Management Personnel have affirmed compliance with the code of
conduct for the financial year 2024-2025. A declaration to this effect signed by the Managing Director of
the Company is contained in this annual report.

10. PUBLIC DEPOSIT

The Company has not accepted deposits from the public during the year under review. No deposits were
outstanding at the beginning or at the closure of the financial year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. APPOINTMENT/RE-APPOINTMENT AT AGM

In accordance with the provisions of the Companies Act, 2013 ("Act") and the Articles of Association of
Company, Mr. Harsh Pravinbhai Patel, retires by rotation and being eligible, offers himself for re¬
appointment.

B. APPOINTMENT/ RESIGNATION DURING THE FINANCIAL YEAR

During the year under review, Mr. Roshan Ravindra Mor has resigned from the directorship of the
Company w.e.f. 01^st April, 2024 due to other pre-occupation.

Ms. Aishwarya Gupta, Mr. Vishal Parikh has resigned on 15^th May, 2024 due to non-availability.

Mr. Priyavrat Mandhana has also resigned as a Director of the Company w.e.f. 23^rd May, 2024
respectively due to her pre-occupation.

On 16^th June, 2024, Mr. Pravin Navandar, has resigned from the directorship of the Company due to
other pre-occupation.

Mr Bharatkumar M. Mundra who was appointed on 13^th June, 2024 has also placed its resignation on 1^st
October, 2024 due to its pre-occupation.

Mr. Sudhir Kumar Arya and Mrs. Neeraj Bala has been appointed on 27^th March, 2024 and resigned on
10^th February, 2025 due to unavailability.

Mr. Ronak Pankajbhai Sheth was appointed on 13^th June, 2024 on not availablilty shown its non interest
to continue from 21^st March, 2025.

Mr. Neeraj Bala and Mr. Sudhirkumar Arya was appointed on 28^th April, 2024 passed its resignation on
10^th February due to non-availability of their interest in the company.

The Board recorded the appreciation for the contributions made during their tenure as Directors of the
Company.

The Members of the Company have appointed Mr. Kunj Yogeshbhai Patel and Mr. Amrita Ashutosh
Tiwari as Non-Executive & Independent Directors on the Board of the Company with effect from 16^th
December, 2024 and Regularized on 8^th February, 2025, through postal ballot.

The Members of the Company have appointed Mr. Harshkumar Pravinbhai Patel and Mr. Akash
Jitendrabhai Patel as Non-Executive Director & Independent Directors respectively on the Board of the
Company with effect from 16^th December, 2024 and Regularized on 8^th February, 2025, through postal
ballot.

Mr. Abhishek Shivpujan Giri have been appointed as Independent Director as on 11^th November, 2024
and regularized on 08^th February 2025, through postal ballot.

C. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming
that they meet the criteria of independence as prescribed under the Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all
the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs
for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate
Affairs.

Familiarization Program for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company. The
details of the training and familiarization program are provided in the Corporate Governance Report
forming part of this Report.

D. KEY MANAGERIAL PERSONNAL

Mr. Dhanashree Vaibhav Salgaonkar was appointed on 11^th November, 2024 and due to its pre
occupation has resigned on 20^th March, 2025. The Board recorded the appreciation for the contributions
made by her during her tenure with the Company

Ms. Helly Jayeshbhai Raval was appointed on 11^th November, 2024 as a chief Financial Officer in the
company.

Ms. Shital Mohanlal Baranwal was appointed on 16^th April, 2025 as a Company Secretary of the
company.

E. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees,
and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations. The Company has implemented a system of evaluating performance of the Board of
Directors and of its Committees and individual Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration various performance related aspects.

The Company's Independent Directors met on 10^th March, 2025 without the presence of Executive
Directors or Members of the Management. The Independent Directors thereafter reviewed the
performance of Mr. Hansraj Rathor, Managing Director of the Company. The Independent Directors
jointly expressed their opinion that Mr. Hansraj Rathor should prioritize the business strategies. He
should make efforts to retrieve the Company's funds that are currently obstructed and the funds should
be appropriately allocated to facilitate the growth of the Company.

F. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 13 (Thirteen) Board Meetings were convened and held.

Details of meetings of the Board and its Committees along with the attendance of the Directors therein,
have been disclosed in the Corporate Governance Report (annexed herewith).

G. COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better
accountability, the Board has constituted various committees. The statutorily mandated committees
constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination
and Remuneration Committee, and Stakeholders Relationship Committee.

The Committees have been mandated to operate within their terms of reference, approved by the
Board to focus on specific issues and ensure expedient resolution on diverse matters.

During the year under review, the Corporate Social Responsibility Committee of the Board of Directors
was dissolved due to continuing losses from past years.

The composition, committee meeting held, terms of reference and other details of the above-
mentioned committees are provided in the Corporate Governance Report forming part of this Report.

H. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its
Directors and Employees, to provide a framework to facilitate responsible and secure reporting of
concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct
& Ethics.

No Director/employee has been denied access to the Audit Committee of the Board of Directors. The
Policy as approved by the Board may be accessed on the Company's website and the web-link to the
same is https://huvl.in/codes-of-conduct/11-policy-on-vigil-mechanism-whistle-blower-mechanism/

I. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework for selection and
appointment of Directors and Senior Management and for determining qualifications, positive attributes
and independence of Directors.

The Policy also provides for the remuneration of Directors, Members of Senior Management, and Key
Managerial Personnel.

The salient features of the Nomination and Remuneration Policy are given under Annexure - 'A' to this
Report and the detailed policy is available on the website of the Company at https://huvl.in/codes-of-
conduct/8-nomination-and-remuneration-policy/

J. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The percentage increase in remuneration of each Director, Chief Executive Officer and Company
Secretary during FY 2024-25 and ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for FY 2024-25 are as under:

1. Mr. Roshan Ravindra Mor has resigned from the directorship of the Company w.e.f. 01ST April, 2024 due to
other pre-occupation.

2. Ms. Aishwarya Gupta, Mr. Vishal Parikh has resigned on 15th May, 2024 due to non-availability.

3. Mr. Priyavrat Mandhana has also resigned as a Director of the Company w.e.f. 23rd May, 2024 respectively
due to her pre-occupation.

4. On 16th June, 2024, Mr. Pravin Navandar, has resigned from the directorship of the Company due to other
pre-occupation.

5. Mr Bharatkumar M. Mundra who was appointed on 13th June, 2024 has also placed its resignation on 1st
October, 2024 due to its pre-occupation.

6. Mr. Sudhir Kumar Arya and Mrs. Neeraj Bala has been appointed on 27th March, 2024 and resigned on 10th
February, 2025 due to unavailability.

7. Mr. Ronak Pankajbhai Sheth was appointed on 13th June, 2024 on not availablilty shown its non interest to
continue from 21st March, 2025.

8. Mr. Neeraj Bala and Mr. Sudhirkumar Arya was appointed on 28th April, 2024 passed its resignation on 10th
February due to non-availability of their interest in the company.

9. The Members of the Company have appointed Mr. Kunj Yogeshbhai Patel and Mr. Amrita Ashutosh Tiwari as
Non-Executive & Independent Directors on the Board of the Company with effect from 16th December, 2024
and Regularized on 8th February, 2025, through postal ballot.

10. The Members of the Company have appointed Mr. Harshkumar Pravinbhai Patel and Mr. Akash Jitendrabhai
Patel as Non-Executive Director & Independent Directors respectively on the Board of the Company with effect
from 16th December, 2024 and Regularized on 8th February, 2025, through postal ballot.

11. Mr. Abhishek Shivpujan Giri has been appointed as Independent Director as on 11th November, 2024 and
regularized on 08th February 2025, through postal ballot.

Note: Remuneration paid to each Whole-Time Director and KMP includes Salary, allowances, company's
contribution to provident fund and monetary value of perquisites, if any.

11. The median remuneration of employees of the Company during FY 2024-25 was Rs. 3.66 Lakh per
annum;

iii. In the financial year under review, since there is more change in number of employees in FY 2024-25
compared to FY 2023-24 so the increase/decrease is not quantifiable.

iv. There were 2 permanent employees on the rolls of the Company as of 31^st March, 2025;

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel, and other Employees.

Details of employee remuneration as required under provisions of Section 197 of the Companies Act,
2013 and Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this
report is being sent to the Members excluding the said statement. The said statement is available for
inspection of members upto the date of the Annual General Meeting and shall be made available to any
shareholder on request made to the Company Secretary at cs@huvl.in.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements.

13. RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered into by the Company were
approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior
omnibus approval is obtained for related party transactions which are of a repetitive nature and entered
in the ordinary course of business and on an arm's length basis. The Company did not have any
contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in

Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this
report. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes
to the Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed through the following link: https://huvl.in/codes-of-conduct/.
Your Directors draw the attention of the members to Note No.30 to the financial statements which sets
out related party disclosures.

14. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There has been no complaint
related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, during the year. The disclosures with respect to the same are as under:

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

15. AUDITORS

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. J. Singh & Associates, Chartered Accountants, (Firm Registration Number: 110266W), were
appointed as the Statutory Auditors of the Company for a tenure of 3 years commencing from the
conclusion of the 13^th AGM of the Company until the conclusion of the 16^th AGM of the Company to be
held in the calendar year 2026.

The Audit Report does not contain any other qualification, reservation or adverse remark.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is
enclosed with the financial statements in this Annual Report.

B. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder
the Company has appointed RAKHI DASGUPTA & ASSOCIATES, Practicing Company Secretary (Certificate
of Practice No. 20354 and Membership No. FCS- 13485) as the Secretarial Auditor of the Company. The
Secretarial Audit Report is annexed as Annexure - 'B' and forms an integral part of this Report. The
Company has complied with all the applicable secretarial standards.

The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark.
The other statements referred in the Secretarial Audit Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies Act, 2013.

M/S. A.Shubhangi & Associates, Company Secretaries, are appointed as the Secretarial Auditors, to
conduct the audit of secretarial records of the Company for Five financial years commencing from 1st
April 2025 up to 31st March, 2030 pursuant to Section 204 of the Companies Act, 2013.

C. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by
the Company.

D. REPORTING OF FRAUDS

There were no instances of fraud during the year under review, requiring reporting by the auditors to
the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act were not applicable to the
Company.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, Joint Venture and Associate Company as of 31^st March, 2025.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company's future operations.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements.
These are continually reviewed by the Company to strengthen the same wherever required. The internal
control systems are supplemented by internal audit carried out by an independent firm of Chartered
Accountants and periodical review by the Management. The Audit Committee of the Board addresses
issues raised by Auditors.

20. RISK MANAGEMENT

The Company has an elaborate risk policy defining the risk management governance model, risk
assessment, and Prioritization process. The risk management framework provides an integrated
approach for identifying, assessing, mitigating, monitoring and reporting of all risks associated with the
business of the Company. The Audit Committee has additional oversight in the area of financial risks and
controls.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under sub section (3) (c) and (5) of Section 134 of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the

applicable Accounting Standards have been followed along with proper explanation relating
to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that were 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/loss of the Company for the year under review;

iii) 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;

iv) the Directors have prepared the annual financial statements on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

22. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
as per section 134(3)(2) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014
for the year ended 31^st March, 2025 are provided under Annexure - 'C' to this report.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(1) read with Rule 12 of Companies (Management &
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013 ('Act') as amended, the
Annual Return in Form MGT-7 for FY 2025 is uploaded on the website of the Company and the web link
of which is: https://huvl.in/annual-reports/

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards.

25. PREVENTION OF INSIDER TRADING

The Company is in compliance with Regulations of SEBI (Prohibition of Insider Trading) Regulations, 2015
("SEBI PIT Regulations") and SEBI circulars issued from time to time. The Company has in place Code of
Conduct for Prohibition of Insider Trading and Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information pursuant to SEBI PIT Regulations, for regulating, monitoring and
reporting of trading by insiders in order to align with the SEBI PIT Regulations. The Insider Code aims at
preserving and preventing misuse of unpublished price sensitive information. All Directors, Designated
Employees and Connected Persons of your Company are covered under the Insider Code, which
provides inter alia for periodical disclosures and obtaining pre-clearances for trading in securities of your
Company. The said code is hosted on the website of the Company at https://huvl.in/codes-of-
conduct/5-code-of-conduct-for-preveniton-of-insider-trading/

26. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to complying with the Maternity Benefit Act, 1961. We ensure that
all eligible female employees receive the full benefits and protections outlined in the Act,
including 26 weeks of paid maternity leave for the first two children and 12 weeks for
subsequent children. We provide a safe and supportive work environment for pregnant women
and new mothers, including creche facilities for organizations with 50 or more employees. Our
commitment extends to ensuring non-discrimination, full wage payment during leave, and the

reinstatement of employees to their previous positions after their leave. We also maintain
accurate records and display the abstract of the Act in our workplace."

27. OTHERS

Your Directors state that no disclosure or reporting is required in respect of the following items during
the year under review:

1. Details relating to the issue of sweat equity shares, stock options, and shares with differential
rights as to dividend, voting or otherwise, since there was no such issue of securities.

2. None of the Whole-Time Directors of the Company received any remuneration or commission
from any of its subsidiaries.

3. During the financial year under review, no application was made or proceeding initiated against
the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was
pending at the end of the financial year under review.

4. During the financial year under review, there was no instance of one-time settlement of loans /
financial assistance taken from Banks or Financial Institutions, hence the Company was not
required to carry out valuation of its assets for the said purpose.

28. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers,
Suppliers, Regulators, Government Authorities - Central and State Government & Local.

The Directors also place on record their appreciation to the employees at all levels for their hard work,
dedication and commitment.

For and on behalf of the Board of Directors
HEADS UP VENTURES LIMITED

Hansraj Rathor

Chairman & Managing Director
DIN:07567833

Place: Mumbai

Date: 08^th September 2025