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Ujaas Energy Ltd
Power Generation And Supply
BSE Code: 533644 NSE Symbol: UEL P/E : 0
ISIN Demat: INE899L01030 Div & Yield %: 0 EPS : 0.23
Book Value: 2.56 Market Cap (Rs. Cr.): 4,434.19 Face Value : 1

Dear Shareholders,

Your Directors hereby present Twenty Sixth Annual Report on the performance of your Company together with the Audited Standalone Financial Statements for the Financial year ended 31stMarch 2025.

1. COMPANY OVERVIEW

"Ujaas", in the local language, means "Light at the Dawn." Ujaas is one of the leading solution providers in the Indian solar power sector, focused on developing, operating, owning, and maintaining a diversified portfolio of solar power plants under its flagship brand 'UJAAS'.

The Company is also active in the electric vehicle sector, offering efficient and cost-effective electric scooters designed for easy navigation. By combining advanced technology with affordability, Ujaas is committed to serving both its customers and the environment in the best possible way.

The Company's corporate headquarter is located in Indore, Madhya Pradesh.

2. FINANCIAL HIGHLIGHTS & COMPANY'S STATE OF AFFAIRS

The Company's financial performance on Standalone Basis, for the year under review along with previous year figures are given hereunder:

(Rs.in lakh except for EPS)

PARTICULARS STANDALONE
2024-25 2023-24
Revenue from Operations 2693.51 2672.64
Other Income 742.01 2614.64
Total Expenses 2332.25 4478.20
EBITDA* 1183.26 2608.48
Depreciation 49.65 753.00
Interest and other borrowing cost 30.34 1046.40
PBT (profit before tax) 1103.27 (154.32)
Tax expenses 218.23 (3049.89)
PAT (profit after tax) 885.04 2895.57
EPS (earning per share) 0.83 1.84

* Earning before finance cost, tax and depreciation and amortization expenses.

3. PERFORMANCE REVIEW OF UJAAS

On the Standalone basis, during F.Y. 2024-25 under review, your Company's Gross Revenue from operations stood at INR lakhs 2693.51 compared to INR 2672.64 lakhs in the previous year. The Net Profit of the Company stood at INR 885.04 lakh against INR 2895.57 lakh reported in the previous year.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT

Yearly Revenue (INR in

SEGMENTS 2025 2024
Solar Power Plant Operation 2723.68 2973.05
Business
Manufacturing and sale of solar power system 402.81 1745.21
EV 96.02 458.35
Un-allocable Income 213.01 110.67

4. DIVIDEND& BONUS

In view of the inadequate profit incurred by the Company for the financial year, the Board of Directors have not recommended any dividend to the Shareholders of the Company for the financial year ended March 31, 2025.

The Company has issued and allotted 1 fully paid bonus equity share of Rs.1 in exchange of 4 fully paid equity shares of the Company to the public shareholders of the Company.

5.TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves for the financial year 2024-25.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company was required to transfer the unclaimed final dividend pertaining to the financial year 2016-17 of Rs. 65454 and same has been transferred to Investor Education & Protection fund (IEPF). Also, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more was transferred by the company in the name of Investor Education and Protection Fund.

7. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any Subsidiary, Associates Company & joint ventures as on 31st March 2025. As there is no Subsidiary Company as on 31st March 2025 disclosure in AOC-1 is not required.

8. SHARE CAPITAL a) Authorised share capital:

During the year under review, the authorised share capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty crore only) divided into 30,00,00,000 (Thirty crore) equity shares of Rs. 1/- (Rupees one only) each to Rs.

45,00,00,000/- (Rupees Forty-Five Crores only) divided into 45,00,00,000 (Forty-Five Crore) equity shares of Rs. 1/- (Rupees one only) each.

b) Paid-up share capital:

During the year under review, the paid up share capital of the Company was changed from Rs.

10,53,01,273/- (Rupees Ten Crore Fifty-Three Lakhs One Thousand Two Hundred Seventy-Three only) divided into 10,53,01,273 (Ten crore Fifty-Three Lakhs One Thousand Two Hundred Seventy-Three) equity shares of Rs. 1/- (Rupees one only) each. to Rs. 10,66,26,581/- (Rupees Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One only) divided into 10,66,26,581 (Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One) equity shares of Rs. 1/- (Rupees one only) each. The paid-up Equity Share Capital of the Company as on 31 March 2025 was Rs. 10,66,26,581/-(Rupees Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One only) divided into 10,66,26,581 (Ten Crores Sixty-Six Lakhs Twenty-Six Thousand Five Hundred Eighty-One) equity shares of Rs. 1/- (Rupees one only) each The board at its meeting held on 25th September, 2024, approved the allotment of 1 fully paid bonus equity shares of Rs.1 in exchange of 4 fully paid equity share of the Company to the public shareholders of the Company for achieving minimum public shareholding (MPS) requirement.

And on 02nd June, 2025, approved the allotment of 17 fully paid bonus equity shares of Rs.1 in exchange of 25 fully paid equity share of the Company to the public shareholders of the Company for achieving minimum public shareholding (MPS) requirement. As per the approved Resolution Plan dated 13.10.2023, the Company is required to issue 34,00,00,000 equity shares to the Resolution Applicant. Out of this, the Company has already issued and allotted 10,00,00,000 equity shares by converting a portion of the loan into equity on the Effective Date of the Resolution Plan, i.e., 20.10.2023.

The remaining amount of 24,00,00,000 has been received as a convertible loan from the Resolution Applicant, which is still outstanding and pending conversion into equity shares.the Company also confirmed to the stock exchanges that it will maintain the Minimum Public Shareholding (MPS) requirements in accordance with the Hon'ble NCLT order dated 13.10.2023 and the Securities Contracts (Regulation) Rules, 1957 (‘SCRR') at the time of converting the amount of 24,00,00,000 into equity shares.

As on 31st March, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The board at its meeting held on 02nd June 2025, approved the allotment of 17 fully paid bonus equity shares of Rs.1 in exchange of 25 fully paid equity share of the Company to the public shareholders of the Company for achieving minimum public shareholding (MPS) requirement. and this results inan increase of the Paid-up shares capital, to Rs. 11,11,32,630.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following Directors, Independent & Non-Independent, serve on the Board of the Company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:

DIRECTORS

S.NO. NAME DESIGNATION DIN
1. Mr. Shyamsunder Mundra Managing Director 00113199
2. Mr. Anurag Mundra Director & CFO 00113172
3. Mr. Vikalp Mundra Director 00113145
4. Mr. Nilesh Rathi Non-Executive Independent Director 03329897
5. Mr. Girish Kataria Non-Executive Independent Director 06778397
6. Ms. Surabhi Agrawal Non-Executive Independent Director 08672180

a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Article of Association, Mr. Shyamsunder Mundra (DIN: 00113199), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Shyamsunder Mundra, for the consideration of the members of the Company at the ensuing Annual General Meeting. The brief resume of the Director and other related information has been provided in the notes to the Notice convening 26th Annual General Meeting (AGM) of the Company. b) In accordance with Provisions of section 196, 197,198 and 203 read with Schedule V and other applicable provisions of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, (including any statutory modifications or re-enactments thereof for the time being in force).

Further, as per declaration received from the Director of the Company pursuant to Section 164 of the Companies Act, 2013, the Board apprised the same and found that directors are not disqualified from holding office as director.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act,2013 & section 2(51) of the Companies Amendment Act, 2017, the following are designated as Key Managerial Personnel of your Company by the Board:

S.No Name Designation
1. Mr. Shyamsunder Mundra Chairman & Managing Director
2. Mr. Anurag Mundra WTD & CFO
3. Mr. Sarvesh Diwan Company Secretary & Compliance Officer

During the year under review, the following changes took place in the composition of the Company's KMP:

1. Appointment of Mr. Anurag Mundra as Whole-time Director of the Company for a term of 5 (five) consecutive years commencing from July15, 2024 to July 14, 2029;

11. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS

During the year under review the Board of Directors met Eight (8) times on 3rd May, 2024, 01st June 2024, 15th July 2024, 13th August 2024, 07th September 2024, 25th September 2024,, 12th November 2024, 22nd January 2025. Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was also held on 24th March 2025 without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairman of the Company and also to access the quality, quantity and timeliness of the flow of information between the Company management and the Board.

12. INDEPENDENT DIRECTORS a) Declaration by Independent Director: All the Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013& Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015, the details of the Familiarization Programme for Independent Directors have been detailed out in Corporate Governance Report forming part of this Annual Report & is also disclosed on website of the Company i.e.www.ujaas.com c) Meeting: Pursuant to the requirement of Schedule IV to the Companies act, 2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 24th of March 2025. Further, the details of Meeting of Independent Directors of the Company is given in Corporate Governance Report, forming part of Annual Report.

13. BOARD EVALUATION

Pursuant to the relevant provisions of the Companies Act,2013 & SEBI (Listing Obligations

& Disclosure Requirements) Regulations,2015, the Board has carried out an annual evaluation of its own performance, performance of its directors individually as well as the evaluation of the working of its committees. The performance evaluation of the Chairman & Non-Independent Directors was carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process. More details on the same is given in the Corporate Governance Section forming part of this Annual Report.

14. AUDIT COMMITTEE

The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read with the rules framed thereunder and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of composition of Audit Committee and other details relating to the same are given in the Report of Corporate Governance forming part of this Report. During the Financial Year 2024-25, there has been no instance where the Board has not accepted the recommendations of the Audit Committee. There was no instance of fraud during the year under review.

15. OTHER COMMITTEES OF THE BOARD

As prescribed under the Companies Act,2013 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board of Directors of your Company has the following mandatory committees along with Audit Committee as discussed in point no.18 of this Report: 1. Nomination and Remuneration Committee 2. Stakeholders Relationship Committee 3. Corporate Social Responsibility Committee 4. Management Committee 5. Risk Management Committee The details of the committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Reportwhich is presented in a separate section and forms part of the Annual Report of the Company.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI Listing Regulations is applicable to the Company. The Business Responsibility and Sustainability Report for the financial year ended March 31, 2025, is presented in a separate section and forms part of the Annual Report of the Company

17. AUDITORS & THEIR REPORTS

STATUTORY AUDITORS

Pursuant to the section 139 & other applicable provisions to Statutory Auditors under the Companies Act, 2013, M/s. Ashok Khasgiwala & Co. LLP, Chartered Accountants, Indore (Firm Registration No. C400037), were appointed as Statutory Auditors of the Company for the Term of 5 years commencing from the conclusion of 23rd Annual General Meeting of the Company till the Conclusion of 28th Annual General Meeting of the Company. The Company has received a certificate from them to the effect that their appointment as Statutory Auditors of the Company, would be within the limit prescribed u/s 139& 141 of the Companies Act, 2013 & also received a peer review certificate issued by the ICAI ‘Peer Review Board', as required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Auditors report is enclosed with financial statements in this Annual Report for your kind perusal and information. The audit qualifications, reservations, adverse remarks or disclaimers in the Auditors' Report for the financial year 2024-25 are as under.:

Audit Qualification a. We draw attention to the note no. 38 (b) of the financial results that the Company has trade receivables as at March 31, 2025, aggregating to Rs. 2874.88 Lakhs, for which external confirmations have been sent by the management. However, confirmations have not been received from the respective parties. Accordingly, we are unable to comment on the possible adjustments required in the carrying amount of trade receivable and its impact is presently not quantifiable.

b. We draw your attention to note 38 (a) of the financial result with regard to accrued interest income on Fixed Deposits with Axis Bank amounting to Rs. 6.37 Lakhs (corresponding previous year, quarter ended 31st March 2024 Rs. 6.11 Lakhs) and for the year ended 31st March, 2025 amounting to Rs. 25.81 Lakhs (corresponding previous year ended 31st March, 2024 Rs. 24.58 Lakhs), for the quarter ended 31st December, 2024 Rs. 6.47 Lakhs, which has not been credited by bank. Accordingly there exists a difference between balance as per books of account and confirmation by bank.

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act,2013. The statement on impact of audit qualifications is attached herewith as Annexure F.

INTERNAL AUDITOR:

M/s. S.K. Malani & Co., Chartered Accountants, Indore is appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2025-26, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ashish Karodia, Practicing Company Secretary (Membership No. F6549; COP No. 6375), to undertake the Secretarial Audit of the Company for five consecutive years commencing audit period from FY 2025-26 till FY 2029-2030, subject to approval of the shareholders at the ensuing AGM.

The Secretarial Audit Report for the financial year 2024-25 in prescribed format MR-3 is annexed as Annexure A to the Board's Report.

18. CREDIT RATING

During the year under review, no credit rating has been obtained from any credit rating agency.

19. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

20. RELATED PARTY TRANSACTIONS

Process and Approval Mechanism: Your Company has developed a governance structure for approving and monitoring the transactions with the related parties. A process is rolled out where all the related parties are identified, and a list of related parties is prepared to ensure that no transactions with related parties are entered without prior approval of the Audit Committee. Additionally, all the related party transactions are reviewed by the Audit Committee and the Board on a quarterly basis. The Audit Committee also seeks for external certification, if required to ensure that the transactions are at arm's length and in ordinary course of business. Audit Committee grants omnibus approval for transactions which are regular and routine in nature as per the criteria approved by the Board and special or event-based transactions are approved separately by the Audit Committee in line with Related Party Transaction Policy of the Company.

The policy on Related Party Transaction as approved by the Board of Directors has been available on the website of the company at https://www.ujaas.com/ wp-content/uploads/2017/07/5.-Related-Party-Transaction-Policy.pdf.

During the year under review: (i) no materially significant Related Party Transactions were entered with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large; (ii) all related party transactions were carried out in the ordinary course of business and at arm's length pricing; and (iii) no material related party transactions were entered into, accordance with the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. Accordingly, the disclosure of related party transactions in Form AOC2 is not applicable.

The shareholders may refer to note no. 33 to the financial statements, which set out Related Party Disclosures.

21. LOANS, GUARANTEES AND INVESTMENTS

The Details of Loans, Guarantees and Investments, if any, as covered under section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements of the company provided in this Annual Report.

22. PUBLIC DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 March 2025. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under. Further, your Company has filed form DPT-3 for the Annual compliance as at 31 March 2025 for the amount received by the Company which is not considered as deposit under the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended form time to time.

23. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration Committee has framed a policy for selection & appointment of Directors including determining qualifications & independence of Directors, Key Managerial Personnel, Senior Management personnel & their remuneration as part of its charter& other matters as provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided as Annexure Bof Board's Report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company. The Nomination and Remuneration policy of the Company is available on the Company's website https://ujaas.com/wp-content/uploads/2015/09/ Nomination-Remuneration-Policy.pdf.

24. DISCLOSURES ON CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure C.

25. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013(including any statutory modification (s) or re-enactment(s) thereof for the time being in force), the Directors of the Company confirms that: -a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors have approved the accounting policies and have applied consistently and made judgment 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 financial year ended on March 31, 2025; c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a ‘going concern' basis; e) Proper internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.

26. PARTICULARS OF EMPLOYEES

Details pursuant to Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and are annexed herewith as Annexure Dof Board's Report. There are no instances of employees who were in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a whistle blower policy to report genuine concerns or grievances. The whistle blower policy has been posted on the website of the Company https://www.ujaas.com/wp-content/ uploads/2017/07/4.-Vigil-Mechanism-Whistle-Blower-Policy.pdf.

The policy is in line with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

28. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Initiatives)

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure E of this report in the format prescribed in the Company's (Corporate Social Responsibility policy) Rules, 2014.

The Company's policy on CSR is available on the Company's website https://www.ujaas.com/wp-content/uploads/2017/07/10.-Policy-on-Corporate-Social-Responsibility.pdf.

29. MANAGEMENT DISCUSSION& ANALYSIS REPORT

The Management Discussion and Analysis Report (MD & AR) for the year under review, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section and forms part of the Annual Report of the Company.

30. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance as it is the foundation upon which an organization is built. Keeping in view of the above, we have rolled out robust corporate governance structure and policies which complement each other and continue to steer the Company through headwinds. Report on Corporate Governance and certificate by the Secretarial Auditors of the Company regarding compliance with Corporate Governance requirement as stipulated in Regulation 34 read with Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of the

Annual Report of the Company.

31. RISK MANAGEMENT

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business.

(a) Risk Management Committee:

Pursuant to Regulation 21 (5) of the SEBI (Listing Obligation and Disclosures Requirement) Regulation, 2015, the Board has constituted the Risk Management committee. At present Risk Management constitute Mr. Shyamsunder Mundra, Chairman , Mr. Anurag Mundra , Mr. Vikalp Mundra and Mr. Nilesh Rathi as its members, to frame, implement and monitor risk management plan of the Company.

(b) Risk Management Policy:

The Company has in place a Risk Management Policy as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(n) of the Companies Act, 2013, which requires the Company to lay down procedure for risk assessment and risk minimization. The Board of Directors, Audit committee and the Senior Management of the Company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote confidence amongst stakeholders in the business processes, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the Company. The business of the Company is exposed to various risks, arising out of internal and external factors i.e. Industry, Competition, Input, Geography, Financial, Regulatory, Other Operational, Information Technology related to other risks.

The Company has adopted a Risk Management Policy to identify & assess the key risk areas, monitor & report compliance & effectiveness of the policy & procedure. The Company's policy on Risk Management is available on the Company's website https://www. ujaas.com/wp-content/uploads/2014/03/UJAAS-Risk-Management-Policy-1.pdf.

32. INTERNAL FINANCIAL CONTROL SYSTEM

The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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 disclosures.

The details in respect of Internal Financial Control and their Adequacy are included in the Management Discussion and Analysis Report which is a part of this Report.

33. REGISTRAR AND SHARE TRANSFER AGENT

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). M/s. Bigshare Services Pvt. Ltd., Mumbai is our registrar for electronic connectivity with NSDL and CDSL. In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

34. LISTING STATUS

Company's shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 2025-26 of both the stock exchanges on time. There was no suspension of trading during the year under review.

35.HUMAN RESOURCES

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to its conducive work culture for its employees. To reinforce core values and beliefs of the Company, various policies for employees' empowerment have been framed to enrich their professional, personal and social life. In addition to above, the Company has also laid down the Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

The Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints. There was no POSH complaint received during the year 2024-25 also. (Previous Year: Nil).

36. DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Compliant received regarding sexual harassment. All women employees (permanent, temporary, contractual & trainee) are covered under this policy. The Company regularly conducts awareness programs. There was no case of Sexual harassment reported during the year under review. The detailed description for the same is given in Corporate Governance Report, forming part of the Annual Report. Details of complaints received and redressed during financial year 2024-25 are as follows:

The number of sexual harassment complaints NIL received during the year.

The number of such complaints disposed of NIL during the year.

The number of cases pending for a period NIL exceeding ninety days.

37. THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto. All applicable benefits, leave entitlements, and facilities as mandated under the Act have been extended to eligible women employees during the financial year under review. The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

38. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliance environmental regulations and preservation of natural resources.

39. DETAILS OF SIGNIFI?CANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

No significant and/or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company during the year under review.

40. ANNUAL RETURN

In compliance with the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, the Draft Annual Return of the Company for the financial year ended March 31, 2025 has been uploaded on the website of the Company and the web link of the same is https://www.ujaas.com/annual-return/.

41. INSURANCE

The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks.

42. PREVENTION OF INSIDER TRADING & CODE OF CONDUCT

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of insider trading) Regulation, 2015 with a view to regulate trading in securities by the directors and designated employees of the Company. The Code requires pre-clearance for dealing in the company's shares and prohibits 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 the Trading window is closed. The Board is responsible for implementation of the Code. All Board members and the designated employees have confirmed compliance with Code. The Insider trading policy of the company covering code of practices and procedure for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the website of the company at www. ujaas.com.

43. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

44. IMPLEMENTATION OF THE RESOLUTION PLAN:

The Hon'ble National Company Law Tribunal, indore Bench ("NCLT") had approved the resolution plan submitted by the Resolution Applicant vide its order dated October 13, 2023. During the financial year pursuant to the Resolution Plan and Scheme of Arrangement as approved by the Hon'ble National Company Law Tribunal (NCLT) on October 13, 2023, two new companies—Bluehope

Solutions Limited and Globlegreen Power Limited, have been incorporated as Resulting Company 1 and Resulting Company 2, respectively. In accordance with the said scheme, Bluehope Solutions Limited has issued and allotted 5,00,00,000 equity shares to the shareholders of the demerged company, Ujaas Energy Limited. Similarly, Globlegreen Power Limited has issued and allotted 8,00,00,000 equity shares to the shareholders of Ujaas Energy Limited. Both resulting companies have applied for listing of their equity shares on the stock exchange(s) where the shares of the demerged company are currently listed.

As the implementation of the Resolution Plan has been completed, the Implementation and Management Committee, which was constituted to review the execution of the approved Resolution Plan, has also been dissolved.

45. CAUTIONARY STATEMENT

Statements in this Report and the management discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statements. Certain factors that could affect the Company's operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and other factors.

46. APPRECIATION

Your Directors wish to place on record their deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both International& Domestic, Bankers, Financial Institutions& Academic Institutions. Your Directors also thank the Government of India, the Government of various states in India and concerned Government Departments and agencies for their cooperations. We, place on record our appreciation for the contribution made by our Employees at all levels.

Place: Indore UJAAS ENERGY LIMITED
s/d
Date: 26th August, 2025 Shyamsunder Mundra
Chairman &Managing Director
DIN:00113199