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:

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: -

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 31^st March 2025.

As there is no Subsidiary Company as on 31^st 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

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:

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¬
enactments) 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:

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 SIGNIFICANT 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 co¬
operations. 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

1

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