Your directors have pleasure in presenting the Twenty-First Annual Report of the Companytogether with the Audited Standalone and Consolidated Financial Statement of Accounts forthe year ended March 31, 2025.
The Company's performance during the year ended March 31, 2025, as compared tothe previous financial year is summarized below:
(INR. In Lakhs)
Particulars
Standalone
Consolidated
For the financialyear endedMarch 31, 2025
For thefinancial yearended March31, 2024(Restated)
For the financialyear ended March31, 2025
Income
4,223.97
4,264.72
4,460.27
Less: Expenses
3,967.82
3,984.87
4,181.03
Profit/ (Loss)before tax
256.15
279.85
279.24
Current Tax
71.38
69.56
(77.47)
Deferred Taxexpense
(6.19)
(26.22)
(6.77)
Share ofProfit/(Loss) ofAssociate
(59.34)
Profit/ (Loss) forthe year
178.58
236.51
254.43
Other
Comprehensive
(5.05)
(6.08)
(6.34)
Total
173.53
230.43
248.09
The Company continues to be engaged in the activities pertaining tomanufacturing wedge and various types of lamps for automobiles.
The Company achieved a turnover of INR 4,134.54 lakhs during the year ascompared to INR 4,198.91 lakhs in the previous financial year. The Company hada total comprehensive income of INR 173.53 lakhs during the financial year ascompared to profit of INR 230.43 lakhs of the previous financial year.
During the year under review, the Company has strategically diversified itsbusiness activities by venturing into the defence sector, recognizing the vastopportunities and long-term potential in this domain. In line with this expansionstrategy, the Company successfully acquired a private company, therebystrengthening its presence and enhancing its capabilities in this highly specializedsector.
To align the corporate structure with this diversification, the Company has alsoundertaken amendments to its Object Clause in the Memorandum of Association.The revised Object Clause now specifically includes activities related to thedefence sector, thereby ensuring that the Company's constitutional documentsreflect its expanded scope of operations. This step not only provides the Companywith the necessary legal and regulatory framework to pursue new businessopportunities but also underscores its commitment to broadening its businessportfolio in alignment with national priorities and emerging market demands.
As on March 31, 2025, the authorized share capital of the Company consisted of1,50,00,000 equity shares of Rs.10 each, and the paid-up equity share capitalconsisted of 1,12,60,000 equity shares of Rs.10 each.
During the year under review, the Company has issued 15,00,000 share warrantson Preferential basis which are convertible into Equity shares. The warrants werepriced at Rs. 330 (Rupees Three Hundred and Thirty only), and the total amountraised through the issue was Rs. 49,50,00,000 (Rupees Forty-Nine Crores FiftyLakhs only). Pursuant to the conversion of 2,60,000 warrants into Equity Shares,the paid-up equity share capital of the Company increased from Rs. 11,00,00,000to Rs. 11,26,00,000/-.
With a view to conserve resources, your directors thought it would be prudentnot to recommend any dividend for the financial year under review.
The Company has not transferred any amount to the Investor Education &Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of theCompany.
The Company has not transferred any amount to the General Reserve.
During the year under review, the Company has successfully acquired SKL IndiaPrivate Limited as its subsidiary and also incorporated a SPV with the name,Bharat Technology Limited based in UK, the wholly owned subsidiary of theCompany.
The Company does not have any associate, or joint venture company. However,the performance and financial position of each of the subsidiaries, associates andjoint venture companies for FY 2024-2025, in the prescribed format AOC-1, isattached as Annexure I to the Consolidated Financial Statements of the Companyand forms a part of this Annual Report.
In accordance with Section 136 of the Act, the Audited Financial Statements,including the Consolidated Financial Statements and the related information ofthe Company as well as the Financial Statements of each of its subsidiaries, areavailable on the website of the Company at the link:https://www.uravilamps.com/financial-results.html
The Company has not accepted or renewed any amount falling within the purviewof provisions of Section 73 of the Companies Act 2013 (“the Act”) read with theCompanies (Acceptance of Deposit) Rules, 2014 during the year under review.Hence, the requirement for furnishing of details relating to deposits coveredunder Chapter V of the Act or the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.
During the financial year 2024-25, as per Rule 2(1)(c)(viii) of the Companies(Acceptance of Deposits) Rules, 2014, the Company has borrowed the followingamount(s) from Directors and their relatives and they have given a declarationin writing to the Company to the effect that the amount is not being given out offunds acquired by him by borrowing or accepting loans or deposits from others.
Sr.
No.
Name ofPerson
Relation
with
Company
OutstandingAmount as on31st March 2025(Includinginterest)
Amount borrowedduring the financialyear 2024-25
1.
Niraj DamjiGada
Managing
Director
1,21,49,302.44
1,10,00,000
2.
Brijesh
Aggarwal
Non -ExecutiveDirector
6,13,02,644.00
3.
KaushikDamji Gada
Whole timeDirector
9,840.00
The details of transactions/contracts/arrangements referred to in Section 188(1)of Companies Act, 2013 entered by the Company with related party(ies) as definedunder the provisions of Section 2(76) of the Companies Act, 2013, during thefinancial year under review, are furnished in Form AOC-2 and is attached asAnnexure II and forms part of this Report. The Related Party Policy of theCompany is available on the website of the Company at the link:https://www.uravilamps.com/policies.html
The particulars as required under the provisions of Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014in respect of conservation of energy, technology absorption, foreign exchangeearnings and outgo etc. are furnished in Annexure III which forms part of thisReport.
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) ofCompanies Act, 2013, the Annual Return as on 31st March 2025 is available onCompany's website. Accordingly, a copy of draft Annual Return is available on thewebsite of the Company at the below link:www.uravilamps.com/annual-report.html
Full particulars of investments, loans, guarantees, and securities provided duringthe financial year under review and covered under Section 186 of the CompaniesAct 2013 has been furnished in Notes to Accounts which forms part of the financialstatements of the Company.
Mr. Brijesh Aggarwal, Non-executive Non-independent Director resignedfrom his position with effect from November 11, 2024.
During the year under review, the object clause of the Company was changeddue to diversification of the business in the defence and technology sector. Anew clause III (A) (2) was added in the Memorandum of Associationpursuant to the approval of Shareholders in the Annual General Meeting heldon September 30, 2024, as:
“To carry on the business of manufacturing, assembling, designing,importing, exporting, buying, selling, trading in, servicing, overhauling,repairing, and generally dealing in, as a principal, agent, or in any othercapacity: (a) diesel, gas, and dual fuel generating sets and other electricitygenerating sets using conventional or non-conventional sources of energy,and their parts, components, accessories, spares, and consumables; (b) no¬break sets, uninterrupted power supply systems (UPS), and their parts,components, accessories, spares, and consumables; (c) engines, alternators,cooling towers, compressors, panels, centrifuge separators, pipes, fittings,cables, and other mechanical, electrical, and electronic parts, components,spares, accessories, and consumables; and (d) parts, components, spares,accessories, jigs, and tools for the installation, operation, and maintenanceof any of the aforementioned items. “
iii. Change in the name of the Company from Uravi T and Wedge LampsLimited to Uravi Defence and Technology Limited and subsequentchange in the Memorandum and Articles of Association of theCompany:
Due to the changes in the object clause of the Company, the name of theCompany was subsequently changed from “URAVI T AND WEDGE LAMPSLIMITED” to “URAVI DEFENCE AND TECHNOLOGY LIMITED” pursuant tothe approval of Shareholders in the Annual General Meeting held onSeptember 30, 2024.
Pursuant to the changes in the object clause of the Company, the CorporateIdentification Number (CIN) was subsequently changed fromL31500MH2004PLC145760 to L84220MH2004PLC145760.
During the year under review, the Company has further acquired SKL (India)Private Limited ("SKL"). The company acquired an additional 580 equityshares for a consideration amount of INR 57,91,881/-(Indian Rupees Fifty-Seven Lakhs ninety-one thousand eight hundred and eighty-one only) onFebruary 14, 2025, which amounts to 50.01% of the share in the EquityCapital of SKL India Private Limited.
A Special Purpose Vehicle was incorporated in United Kingdom with thename “Bharat Technology Limited” w.e.f February 21, 2025, which shall beconsidered as a Wholly owned subsidiary of the company and a relatedparty of the Company.
During the period between the end of the financial year and the date of this report,the following material changes have occurred:
The Shareholders of the Company by way of postal ballot on May 17, 2024,approved to issue 15,00,000 warrants having face value Rs. 10/- (Rupees TenOnly) each at a premium of Rs. 320/- (Rupees Three Hundred and Twenty only)per share warrant, fully convertible into equivalent no. of Equity Share of theCompany of face value of Rs. 10 each on Preferential basis.
During the year under review, the Company had approved to allot the securitiesby way of circular resolution on June 13, 2024. Pursuant to it in the year 24-25,2,60,000 warrants were converted into Equity Shares.
The Internal Financial Controls with reference to financial statements as designedand implemented by the Company are adequate. During the year under review, nomaterial or serious observation has been received from the Statutory Auditors ofthe Company for inefficiency or inadequacy of such controls.
There were changes in Directorship and Key Managerial Personnel, of theCompany during the financial Year 2024-25 are disclosed below. The particularsand the background of the below changes have also been disclosed above.
• Mr. Shlok Gada (DIN: 10842154) was appointed as Additional Whole TimeDirector of the company for the period of 5 years, from November 20, 2024to November 19, 2029 in the meeting of Board of Directors held onNovember 13, 2024. Further, the consent of the shareholders were soughtby way of postal ballot passed on February 09, 2025 and he wasregularized as the Whole Time Director of the Company..
• Mr. Brijesh Aggarwal resigned from the position of Non-Executive, NonIndependent Director of the Company with effect from November 11, 2024.
In accordance with the provisions of the Act, none of the Independent Directorsare liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Niraj DamjiGada (DIN: 00515932) is liable to retire by rotation at the ensuing Annual GeneralMeeting and, being eligible, offers himself for re-appointment.
Your directors have recommended his re-appointment at the ensuing AnnualGeneral Meeting.
The Company has received declarations from all the Independent Directors underSection 149(6) of the Companies Act, 2013 as well as Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 confirmingtheir independence vis-a-vis the Company.
Further, the Directors had also confirmed that:
• In terms of Regulation 25(8) of the Listing Regulations, IndependentDirectors are not aware of any circumstance or situation, which exist ormay be reasonably anticipated, that could impair or impact their ability todischarge their duties.
• In terms of Regulation 25(9) of the Listing Regulations, the Board ofDirectors has ensured the veracity of the disclosures made underRegulation 25(8) of the Listing Regulations by the Independent Directorsof the Company.
• they have registered themselves with the Independent Director's Databasemaintained by the Indian Institute of Corporate Affairs and have qualifiedthe online proficiency self-assessment test or are exempted from passingthe test as required in terms of Section 150 of the Act read with Rule 6 ofthe Companies (Appointment and Qualifications of Directors) Rules, 2014.
In the opinion of the Board, these independent directors possess(ed) the requisiteintegrity, expertise, experience, and proficiency (including registration inIndependent Directors' databank and clearing of examination, if applicable).
None of the Directors of the Company are disqualified from being appointed asDirectors as specified under Section 164(1) and 164(2) of the Act read with Rule14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014or are debarred or disqualified by the Securities and Exchange Board of India("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutoryauthority. All members of the Board and the Senior Management Personnel haveaffirmed compliance with the Code of Conduct for Board and Senior ManagementPersonnel for the financial year 2024-25. The Company had sought the followingcertificates from independent and reputed Practicing Company Secretariesconfirming that: a. none of the Directors on the Board of the Company have beendebarred or disqualified from being appointed and/or continuing as Directors bythe SEBI/MCA or any other such statutory authority. b. independence of theDirectors of the Company in terms of the provisions of the Act, read with ScheduleIV and Rules issued thereunder and the Listing Regulations.
c) Familiarisation Programme for Independent Directors:
All Independent Directors are familiarised with the operations and functioning ofthe Company at the time of their appointment and on an ongoing basis. The detailsof the training and familiarisation programme are provided in the CorporateGovernance Report and is also available website of the Company at:https://www.uravilamps.com/policies.html
The Board of Directors met 6 times on the following dates during the financialyear ended 31st March 2025, in accordance with the provisions of the CompaniesAct, 2013 and rules made thereunder.
Sr. No.
Date of Board Meeting
15/04/2024
22/05/2024
18/06/2024
4.
13/08/2024
5.
13/11/2024
6.
06/02/2025
The Composition of the Board during the financial year ended 31st March 2025and the details of meetings attended by its members are given below:
Name of the Director
Nature of Directorship
Status
No. ofMeetingsattended
Niraj Damji Gada
Managing Director andCEO
Chairpersonof theCompany
6/6
Kaushik Damji Gada
Whole Time Directorand Chief FinancialOfficer
Member ofthe Board
5/6
Shlok Gada1
Whole Time Director
1/1
Shreya Ramkrishnan
Non-Executive -Independent Director
Brijesh Aggarwal1
Non-Executive-Non- IndependentDirector
0/4
Niken Shah
Sreedhar Ayalur
Members ofthe Board
4/6
The Audit Committee of Directors was constituted pursuant to the provisions ofSection 177 of the Companies Act, 2013 (“the Act”). The Composition of the AuditCommittee is in conformity with the provisions of the said section. All therecommendations made by the Audit Committee were accepted by the Board. Theprovisions of Regulation 18 of the Listing Regulations had become applicable tothe Company w.e.f. July 05, 2023. The Composition and the terms of reference ofthe Audit Committee is in compliance in this regard.
The scope and terms of reference of the Audit Committee have been framed inaccordance with the Act. However, pursuant to the applicability of the CorporateGovernance provisions of Listing Regulations, the terms of reference of the AuditCommittee have been revised to align with the role of the Committee prescribedunder Schedule II Part B.
The members of the Committee met 5 times on the dates mentioned below duringthe financial year ended 31st March 2025, in accordance with the provisions of theCompanies Act, 2013 and rules made thereunder and the Listing Regulations:
Dates of Audit CommitteeMeeting
The Composition of Audit Committee is in compliance of Section 177 of theCompanies Act, 2013 read with Regulation 18 of the Listing Regulations. TheComposition as on March 31, 2025, and the details of meetings attended by itsmembers are given below.:
Name of theMember
Nature ofDirectorship
Non-Executive Director-Independent
Chairperson
5/5
Member
3/5
Managing Director
Non-Executive Director- Independent
The Nomination and Remuneration Committee of Directors as constituted by theBoard of Directors of the Company in accordance with the requirements of Section178 of the Act. The provisions of Regulation 19 of the Listing Regulations hadbecome applicable to the Company during the year under review w.e.f. July 05,2023. The Composition of the Nomination and Remunerations Committee is incompliance in this regard.
The Board has in accordance with the provisions of sub-section (3) of Section 178of the Companies Act, 2013, formulated the policy setting out the criteria fordetermining qualifications, positive attributes, Independence of a Director andpolicy relating to remuneration for Directors, Key Managerial Personnel and otheremployees, which is hosted on the website of the Company at the following linkand is also attached as Annexure VIII. Further, policy on Board Evaluation andDiversity of Board of Directors has also been formulated and the same has beenhosted on the website of the Company at the below link:
www.uravilamps.com/policies.html
The scope and terms of reference of the Nomination & Remuneration Committeehave been framed in accordance with the Act. However, pursuant to theapplicability of the Corporate Governance provisions of Listing Regulations, theterms of reference of the Nomination and Remuneration Committee had beenrevised to align with the role of the Committee prescribed under Schedule II ofthe Listing Regulations.
The members of the Committee met 2 times on the dates mentioned below duringthe financial year ended 31st March, 2025, in accordance with the provisions ofthe Companies Act, 2013 and rules made thereunder and the Listing Regulations:
Date of Nomination and Remuneration Committee
Meetings
The Composition of Nomination and Remuneration Committee is in compliancewith Section 178 of the Companies Act, 2013 read with Regulation 19 of theListing Regulations. The Composition of the Nomination and RemunerationCommittee as on March 31, 2025, and the details of meetings attended by itsmembers are given below:
Non-Executive Director -Independent
2/2
Brijesh Aggarwal
Non-Executive Director -Non-Independent
0/1
1/2
Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directorsof the Company has constituted the Stakeholder's Relationship Committee.However, pursuant to the applicability of the Corporate Governanceprovisions of Listing Regulations, the terms of reference of the AuditCommittee were revised to align with the role of the Committee prescribedunder Schedule II of the Listing Regulations.
The scope and terms of reference of the Stakeholders Relationship Committeehave been framed in accordance with the Act. During the period under review,the provisions of Regulation 20 of the Listing Regulations have becomeapplicable to the Company. The terms of reference of the StakeholdersRelationship Committee are in compliance with the provisions of Schedule II ofthe Listing Regulations in this regard.
The members of the Committee met once on 13th August, 2024 during thefinancial year ended 31st March 2025 in accordance with the provisions of theCompanies Act, 2013 and rules made thereunder and the Listing Regulations:
The Composition of Stakeholders Relationship Committee is in Compliancewith the requirements under Section 178 and Regulation 20 of the ListingRegulations. The composition of the Committee as on March 31, 2025 andthe details of meetings attended by its members are given below:
Name of the Member
Sreedhar Ayalur*
Non-Executive-Independent Director
Niraj Gada
Non-Executive- Non¬Independent Director
Kaushik Gada
*There were changes in the constitution of committee during the year. TheDetails of the Changes have been enumerated in the Corporate GovernanceReport of the Company.
During the year under review, the Executive Directors Committee was formallyconstituted with effect from February 6, 2025. The Committee was established toprovide strategic guidance and oversight across key areas of the Company'soperations. Its primary responsibilities include reviewing the overallperformance of the Company and evaluating existing systems and processes toensure operational efficiency and regulatory compliance.
The composition of the Committee as of March 31, 2025, is provided below. Nomeetings of the Committee were held during the financial year 2024-25.
Designation
Mr. Niraj Gada
CEO & Managing Director
Mr. Kaushik Gada
Executive Director
Mr. Shlok Gada
A separate meeting of Independent Directors to evaluate the performance of non-
independent directors, performance of the Board as a whole and performance ofthe Chairperson was reviewed and evaluated was held on November 13, 2024.
The Company has complied with the applicable Secretarial Standards in respectof all the above Board and Committee meetings as well as SS-2 on General Meetingsduring the financial year.
The Board of Directors of the Company has, pursuant to the provisions of Section177(9) of the Companies Act, 2013 and Regulation 22 of SEBI ( LODR)Regulations, 2015 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014, framed a “Whistle Blower/Vigil Mechanism Policy” forDirectors and employees of the Company to provide a mechanism which ensuresadequate safeguards to employees and Directors from any victimization onraising of concerns of any violations of legal or regulatory requirements, incorrector misrepresentation of any financial statement and reports, etc.
The employees of the Company have the right/option to report theirconcern/grievance to the Chairperson of the Audit Committee.
The Company is committed to adhering to the highest standards of ethical, moral,and legal conduct of business operations.
The Whistle Blower/ Vigil mechanism Policy of the company is available on thecompany's website and can be accessed in the link provided herein below:
The Board of Directors of the Company has designed “system” to mitigate Risk andGuidelines to avoid events, situations or circumstances which may lead tonegative consequences on the Company's businesses and has defined a structuredapproach to manage uncertainty and to make use of these in their decision¬making pertaining to all business divisions and corporate functions. Key-businessrisks and their mitigation are considered in the annual/strategic business plansand in periodic management reviews.
The provisions of Section 135 of the Act and the Rules made thereunder are notapplicable to the Company for the financial year under review. Hence, the Companyhas not developed and implemented any Corporate Social Responsibility initiativesduring the financial year under review.
The Board has carried out an annual performance evaluation of its ownperformance, and of the directors individually, as well as the evaluation of all thecommittees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship,Committee of Directors in its Board meeting held on February 06, 2025.
The Board adopted a formal evaluation mechanism for evaluating its performanceand as well as that of its committees and individual directors, including theChairperson of the Board the exercise was carried out by feedback survey fromeach directors covering Board functioning such as composition of Board and itsCommittees, experience and competencies, governance issues etc. Separateexercise was carried out to evaluate the performance of individual directorsincluding the Chairperson of the Board who were evaluated on parameters such asattendance, contribution at the meeting etc.
The Board Evaluation Policy of the company is available on the company'swebsite and can be accessed in the link provided herein below:
As per the opinion of the Board, all the Independent Directors possess relevantexpertise, integrity, experience including proficiency. (Including registration inIndependent Directors' databank and clearing of examination, if applicable).
A separate report on Management Discussion & Analysis is appended to thisAnnual Report as an Annexure IV and forms part of this Directors' Report.
The Company became a Main Board listed entity with effect from July 05, 2023and the provisions of Corporate Governance have become applicable to theCompany as on the present date. The Company's Corporate Governance reportas per Schedule V of the Listing Regulations has been annexed as Annexure VIIand forms part of this Board report.
The Company has adopted a Code of Conduct for the Members of the Board andthe Senior Management.
This Code of Conduct of the company is available on the company's websiteand can be accessed in the link provided herein below:
All members of the Board and the Senior Management Personnel have affirmedtheir compliance with the Code of Conduct as of 31st March 2025. A declaration to
this effect signed by Mr. Niraj Gada and Mr. Kaushik Gada, is attached along withthe Corporate Governance Report.
The matters related to Auditors and their Reports are as under:
The observations / qualifications / disclaimers made by the Statutory Auditors
in their report for the financial year ended 31st March 2025 read with theexplanatory notes therein are self-explanatory and therefore, do not call for anyfurther explanation or comments from the Board under Section 134(3) of theCompanies Act, 2013.
Pursuant to the provisions of Section 204 read with Section 134(3) of theCompanies Act, 2013, it is mandated to obtain Secretarial Audit Report fromPracticing Company Secretary and in this regard, M/s D Maurya and Associates,Company Secretaries has been appointed to issue Secretarial Audit Reportannexed as Annexure V for the financial year 2024-25.
SKL India Private Limited is a material subsidiary of the Company carried outSecretarial Audit for the Financial Year 2024-25 pursuant to Section 204 of theCompanies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, 2015.The Secretarial Audit Report of SKL India Private Limited submitted by M/s AjayAnil Thorat & Associates, Practicing Company Secretaries in Form MR-3 for thefinancial year 2024-25 forms part of this report annexed as Annexure V andthere are no observations / qualifications / disclaimers made by the Auditor inthe report.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and theCompanies (Audit and Auditors) Rules, 2014, M/s. GBCA and Associates LLP,(Firm Registration No. 103142W/W100292), Chartered Accountants wereappointed as Statutory Auditors of the Company for a period of five financial yearsfrom the conclusion of the 20th Annual General Meeting till the Annual Generalmeeting to be held in the financial year 2029.
Pursuant to Section 138 of the Companies Act, 2013 and the Companies(Accounts) Rules, 2014, the Board of Directors in their meeting held on February12, 2025 had appointed M/s V J Shah & Co, as Internal Auditor of Company for thefinancial year 2024-25.
In recognition of their efficient performance during the previous year, the Boardof Directors in their meeting held on February 06, 2025, re-appointed M/s V J Shah& Co., Chartered Accountants as the Internal Auditor of the Company for thefinancial year 2025-26.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read withthe Companies (Cost Records and Audit) Rules, 2014, as amended from time totime, the Company was not required to maintain Cost Records under said Rules.
There were no incidents of reporting of frauds by Statutory Auditors of theCompany under Section 143(12) of the Act read with Companies (Accounts)Rules, 2014.
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules, 2014 are furnished as under:
No orders have been passed by any Regulator or Court or Tribunal which canhave impact on the going concern status and the Company's operations in future.
In terms of Section 134(5) of the Companies Act, 2013, in relation to the auditedfinancial statements of the Company for the year ended March 31, 2025, the Boardof Directors hereby confirms that:
I. in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to materialdepartures;
II. such accounting policies have been selected and applied consistently and theDirectors 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 March31, 2025 and of the profit of the Company for that year;
III. proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
IV. the annual accounts of the Company have been prepared on a going concernbasis;
V. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wereoperating effectively.
VI. proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operatingeffectively;
The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013. The details of thecomplaints received during the year are more particularly described in theCorporate Governance Report attached as Annexure VII.
The following is a summary of sexual harassment complaints received anddisposed off during the year 2024-25:
•Number of complaints of sexual harassment received during the year -: NIL•Number of complaints disposed off during the year -: NIL•Number of cases pending for more than 90 days -: NIL
The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) ofthe Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year underreview and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014is furnished.
The Company has not issued any equity shares under Employees Stock OptionScheme during the year under review and hence no information as per provisionsof Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (ShareCapital and Debenture) Rules, 2014 is furnished.
During the year under review, there were no instances of non-exercising ofvotingrights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules, 2014.
During the year under review, the Company has complied the provisions of theMaternity Benefit Act, 1961:
• Maternity leave provision
• Salary and Benefits
• Related Employee entitlements
During the financial year 2024-25, the Company has paid remuneration toMr. Niraj Gada, Managing Director of the Company, Mr. Kaushik Gada and Mr.Shlok Gada, the Whole Time Directors of the Company. The Details pursuant toSection II, Schedule V of the Companies Act, 2013 are as below:
Details for Mr. Niraj Gada
All elements of remuneration packagesuch as salary, benefits, bonuses,stock options, pension, etc., of all thedirectors
Salary of Rs. 95,82,960 during the year.
Details of fixed component andperformance linked incentives alongwith the performance criteria
The monthly remuneration ^. 7,98,580per Month was paid.
Service contracts, notice period,severance fees
NIL
Stock option details, if any, andwhether the same has been issued ata discount as well as the period overwhich accrued and over whichexercisable
Details for Mr. Kaushik Gada
Salary of Rs. 51,60,000 during the year.
The monthly remuneration ^. 4,30,000per Month was paid.
Details for Mr. Shlok Gada
Pursuant to his appointment on Salaryof Rs. 8,28,000 during the year.
The monthly remuneration ^.50,000per Month was paid.
6. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &REMUNERATION) RULES. 2014:
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules,2014 have been marked as Disclosure of Remuneration in Annexure VI.
No application was filed for corporate insolvency resolution process, by a financialor operational creditor or by the company itself under the IBC before the NCLT.
8. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE ATTHE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIMESETTLEMENT:
There was no instance of a one-time settlement with any Bank or Financial Institution.
9. ACKNOWLEDGEMENTS AND APPRECIATION:
Your directors take this opportunity to thank the customers, shareholders, suppliers,bankers, business partners/associates, financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
For and on behalf of the Board
Uravi Defence and Technology Limited
(Formerly known as Uravi T and Wedge Lamps Limited)
Sd/- Sd/-
Mr. Niraj Damji Gada Mr. Kaushik Damji Gada
Managing Director & CEO Whole-Time Director & CFO
DIN:00515932 DIN:00515876
Date: 29.08.2025Place: Mumbai
1
Note: Changes in the Board of Directors of the Company, during the end of thefinancial year has been given separately in the Board Report