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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ujaas Energy Ltd.

Mar 31, 2025

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

âUjaasâ, in the local language, means âLight 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 âUJAASâ.

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 Companyâs corporate headquarter is located in
Indore, Madhya Pradesh.

2. FINANCIAL HIGHLIGHTS & COMPANY''S
STATE OF AFFAIRS

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

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
EBITDA¹	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

3. PERFORMANCE REVIEW OF UJAAS

On the Standalone basis, during F.Y. 2024-25
under review, your Companyâs 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 SEGMENTS	Yearly Revenue (INR in Lakh)
	2025	2024
Solar Power Plant Operation Business	2723.68	2973.05
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 (âIEPF Rulesâ), 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 Honâble NCLT order dated
13.10.2023 and the Securities Contracts (Regulation)
Rules, 1957 (âSCRRâ) 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 & NonÂ¬
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 Companyâs 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).

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 Companyâs 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

13. BOARD EVALUATION

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
Boardâ, 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 Auditorsâ 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 Boardâs 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 Boardâs 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 armâs 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 armâs
length pricing; and ( iii) no material related party
transactions were entered into, accordance with the
SEBI Listing Regulations and the Companyâs 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 reÂ¬
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 concernâ 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 Boardâs 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 Companyâs (Corporate Social
Responsibility policy) Rules, 2014.

The Companyâs policy on CSR is available on the
Companyâs 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 todayâs 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 Companyâs policy on Risk Management
is available on the Companyâs 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 Companyâs 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 Companyâs 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 Companyâs shares on
either of the Depositories mentioned as aforesaid.

34. LISTING STATUS

Companyâs 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 employeesâ
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 received during the year.	NIL
The number of such complaints disposed of during the year.	NIL
The number of cases pending for a period exceeding ninety days.	NIL

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 Companyâs
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 (âNCLTâ) 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 companiesâBluehope

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 coÂ¬
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

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

Mar 31, 2024

The Honâble National Company Law Tribunal, (âNCLTâ), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process (âCIRPâ) of Ujaas Energy Limited (âCompanyâ) (âAdmission Orderâ) in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (âCodeâ).

The National Company Law Tribunal (âNCLTâ), Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB) 9 of 2020 dated on 13th October 2023 (âApproval Order Dateâ), approved the Resolution Plan (âPlan Approval Orderâ) submitted by SVA Family Welfare Trust and M&B Switchgears ( Resolution Applicant ) for the Company. Your Directors hereby present TwentyFifth Annual Report on the performance of your Company together with the Audited Standalone Financial Statements for the Financial

year ended 31stMarch, 2024.

1. COMPANY OVERVIEW_

âUjaasâ, in local language stands for â âLight at the Dawnâ. 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 energy power plants under its flagship brand âUJAASâ. The Company has entered in to a new Venture of Electric Vehicles and is an Indian electric two wheeler company providing efficient and cost-effective electric scooters carefully designed for easy navigation. Combining advanced technology with affordability, Ujaas believes in serving its customers and the environment together in the best possible way. The Company has its corporate headquarters in Indore (M.P.).

2. FINANCIAL HIGHLIGHTS & COMPANY''S STATE OF AFFAIRS_

The Companyâs 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
	2023-24	2022-23
Revenue from Operations	2672.64	3091.95
Other Income	2614.64	112.08
Total Expenses	4478.20	5087.55
EBITDA*	2608.48	462.28
Depreciation	753.00	719.73
Interest and other borrowing cost	1046.40	1626.07
PBT(profit before tax)	(154.32)	(1959.69)
Tax expenses	(3049.89)	(153.99)
PAT (profit after tax)	2895.57	(1805.70)
EPS (earning per share)	1.84	(0.90)

3. PERFORMANCE REVIEW OF UJAAS_

On the Standalone basis, during theF.Y. 2023-24 under review, your Companyâs Gross Revenue from operations stood at INR 2672.64 lakhs compared to INR 3091.95 lakhs in the previous year. The Net Profit/(Loss) of the Company stood at INR 2895.57 lakh against INR (1749.33) lakh reported in the previous year.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT SEGMENTS
	2024	2023
Solar Power Plant Operation Business	2973.05	2070.64
Manufacturing and sale of solar power system	1725.21	74.64
EV	458.35	881.30
Un-allocable Income	110.67	101.25

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, 2024.

The Company has proposed to issue 1 fully paid up bonus equity shares of Rs.1 in exchange of 4 fully paid up equity share of the Company to the public shareholders of the Company.

5. TRANSFER TO RESERVES_

There is no amount proposed to be transferred in any reserve for the financial year 2023-24.

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 (âIEPF Rulesâ), the Company was required to transfer the unclaimed dividend pertaining to the financial year 2015-16 of Rs. 116,697 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

Company & joint ventures as on 31^st March, 2024.

As there is no Subsidiary Company as on 31^st March, 2024 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 remained same i.e., Rs.

30.00. 00.000/- (Rupees Thirty crore only) divided into 30,00,00,000 (Thirtycrore) equity shares of Rs. 1/- (Rupees one only) each

b) Paid-up share capital:

Pursuant to the implementation of the approved resolution plan, the following changes took place in the paid-up share capital of the Company during the year under review:

In terms of the NCLT order dated 13th October, 2023, With Effect from 20th October, 2023 the existing issued, subscribed and paid up equity share capital of the Company has been reduced from 20,02,90,000 equity shares of Rs. 1 each to 3,01,272 equity shares of Rs. 1 each thereby reducing the value of existing issued, subscribed and paid up equity share capital of the Company to the extent of 0.15% (zero point one five percent). Any fractional share below 0.5 shall be considered as 0 share, in excess of 0.5 shall be rounded to 1 share and equal to 0.5 shall be rounded to 1 share.

With Effect From 20th October, 2023, 10,00,00,000 equity shares of Rs. 1 each aggregating to Rs.

10.00. 00.000 (âEquity Sharesâ) be and are hereby issued and allotted to SVA Family Welfare Trust (9,90,00,000 shares of Rs. 1 each) and M&B

Switchgears (10,00,000 shares of Rs. 1 each), Successful Resolution Applicant, against the conversion of Resolution Applicant Loan of Rs.

10.00. 00.000 availed from SVA Family Welfare Trust and M&B Switchgears and 20th October, 2023,

50.00. 000 equity shares of Rs. 1 each aggregating to Rs. 50,00,000 (âEquity Shares") be and are hereby issued and allotted to Swastika Fin-Mart Private Limited, against the conversion of unsecured debt of Rs. 50,00,000.

As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

9.IMPLEMENTATION OF THE RESOLUTION PLAN:

The Honâble National Company Law Tribunal, Indore Bench (âNCLT") had approved the resolution plan submitted by the Resolution Applicant vide its order dated October13, 2023. The approved resolution plan has been implemented in the following manner:

a) Taking over of management and control:

The management and control of the Company has been in the hands of the Resolution Applicant from the Effective Date.

b) Reduction of existing share capital:

c) Fresh equity infusion and conversion of unsecured debt:

With Effect From 20th October, 2023, 10,00,00,000 equity shares of Rs. 1 each aggregating to Rs. 10,00,00,000 ( âEquity Shares" ) be and are hereby issued and allotted to SVA Family Welfare Trust (9,90,00,000 shares of Rs. 1 each) and M&B Switchgears (10,00,000 shares of Rs. 1 each), Successful Resolution Applicant, against the conversion of Resolution Applicant Loan of Rs. 10,00,00,000 availed from SVA Family Welfare Trust and M&B Switchgears and on 20th October, 2023, 50,00,000 equity shares of Rs. 1 each aggregating to Rs. 50,00,000 (âEquity Shares")

be and are hereby issued and allotted to Swastika Fin-Mart Private Limited, against the conversion of unsecured debt of Rs. 50,00,000.

d) Payments of CIRP Costs and Operational Creditors:

CIRP Costs and operational creditors dues (including payments towards workmen/ employee dues, statutory dues and dues of other operational creditors) has paid as per the terms of the Resolution Plan.

e) Revision of Financial Statements:

To ensure that the financial statements of the Company reflect the true financial position, the Company assets and liabilities has been re-casted with the intent that the Company has been restructured and reborn, and accordingly, the Companyâs financial statement has been revised and restated bases on applicable accounting standards and Applicable Law in order to reflect the true and fair value of the assets and liabilities, to the satisfaction of the Resolution Applicant

f) Payment to Financial Creditors:

Resolution Applicant has paid the Financial Creditors in accordance with the terms of approved Resolution Plan.

g) Scheme of Arrangement:

The Resolution Plan being submitted by the Resolution Applicant Consortium envisages the Demerger of Transformer Business and Power Trading - Advisory Business of the Company ( âDemerged Undertaking 1ââ and âDemerged Undertaking 2ââ respectively) from the Company to the Resulting Company 1 and Resulting Company 2 respectively, such that all assets and liabilities, rights and obligation relating to Demerged Undertaking 1 and Demerged Undertaking 2 shall stand vested with the Resulting Company 1 and Resulting Company 2 respectively. The Resulting Company 1 and Resulting Company 2 shall be new companies freshly incorporated to meet the requirements of this Resolution Plan.

10. CREDIT RATING_

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

11. 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 Boardâs 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.

12. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into transactions with related parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, rules issued thereunder read with Regulation 2(zc) &Regulation 23 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transaction formulated in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder along with the Listing Regulations.

As there were no material related party transactions during the year under review, disclosure in AOC-2 is not required. The policy on Related Party Transaction as approved by the Board of Directors has been uploaded on the website of the company at www.ujaas.com

13. 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.

14. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY

During the year under review, Company has not accepted any Deposits from Directors of the Company.

15. DETAILS RELATED TO DEPOSITS

COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013_

The Company has not accepted any deposit from the public within the provisions of Section 73 of the Companies Act, 2013 & Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits from public as on 31stMarch, 2024.

16. AUDITORS & THEIR REPORTS_

â¢ 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 w.e.f. 30th September, 2022 i.e. from the conclusion of 23rd Annual General Meeting of the Company till the Conclusion of 28th Annual General Meeting of the Compan yat such remuneration and out- of -pocket expense, as may be mutually agreed between the Resolution Professional (during the ongoing Corporate Insolvency Resolution Process) or the Board of Directors and the Statutory Auditors." In accordance with the Companies (Amendment) Act,2017, the matter related to the ratification of appointment of the Statutory Auditor by members at the Annual General Meeting of the Company is no more required.

â¢ STATUTORY AUDITORS'' REPORT

The audit qualifications, reservations, adverse remarks or disclaimers in the Auditorsâ Report for the financial year 2023-24 are as under.:

1. We draw attention to Note No 3 of the Financial

Statement, where in accordance to the resolution plan approved by Honorable NCLT the new management has taken over from effective date 20th October 2023.

The Management has adjusted / written off trade receivables on basis their internal estimates and assessment of their realization. Confirmation of remaining balances of Trade receivable amounting to Rs. 3155.27 Lakhs have not been received by the management and not available for our verification.

2. We draw your attention to note 7 of the Statement

with regard to accrued interest income on Fixed Deposits with Axis Bank amounting to Rs. 6.11 Lakhs ( corresponding previous year, quarter ended 31st March 2023 Rs. 5.59 Lakhs) and for the year ended 31st March, 2024 amounting to Rs. 24.58 Lakhs (corresponding previous year ended 31st March, 2023 Rs. 22.69 Lakhs), for the quarter ended 31st December, 2023 Rs. 6.18 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.

^â¢ 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 the financial year 2024-25.

â¢ SECRETARIAL AUDITOR''S REPORT

The Secretarial Audit Report for the financial year 2023-24 in prescribed format MR-3 is annexed as Annexure 1 to the Boardâs Report.

17. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS

During the year under review the Board of Directors met Eight (8) times on 30thMay, 2023, 01stAugust 2023, 31st August 2023, 20thOctober 2023, 24thOctober 2023, 24thNovember 2023, 23rd January, 2024 and 12th February, 2024.

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 12th February,2024 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.

18. 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 2023-24, 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.

19. 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. Compensation Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL_

^â¢ DIRECTORS

a) During the CIRP period, the powers of the board of directors stood suspended and the management of the affairs of the Company was vested with the interim resolution professional/resolution professional. Pursuant to the implementation of the approved resolution plan,Mr. Shyamsunder Mundra (DIN: 00113199), Mr. Anurag Mundra (DIN: 00113172) and Mr. Vikalp Mundra (DIN: 00113145) have been reinstated/reappointed by the Resolution Applicant with the effective date i.e. 20th October, 2023. Consequently, the said board members shall continue to serve in their current positions and responsibilities, ensuring the continued success and growth of Ujaas Energy Limited. Also from the effective date the management and control of the company has been transferred by the Resolution Applicant to the Board of Directors. The Company has also appointed Mr. Nilesh Rathi, Mr. Girish Kataria and Mrs. Surabhi Agrawal as independent directors with effect from 24th November, 2023.

b) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Article of Association, Mr. Vikalp Mundra (DIN: 00113145), 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. Vikalp 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 25th Annual General Meeting

(AGM) of the Company.

c) 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. â¢ 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. S.S. Mundra	Chairman & Managing Director
2.	Mr. Vikalp Mundra	Director
3.	Mr. Anurag Mundra	Director & CFO
4.	Mr. Sarvesh Diwan	Company Secretary & Compliance Officer

21. 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 12th February 2024.Further, the details of Meeting of Independent Directors of the Company is given in Corporate Governance Report, forming part of Annual Report.

22. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013(including any statutory modification (s) or reenactments) 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, 2024, 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 31,2024 and of the profit of the Company for the financial year ended on March 31, 2024;

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 concernâ 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.

23. BOARD EVALUATION_

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.

24. 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 www. ujaas.com.

The policy is in the 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.

25. 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 2 of this report in the format prescribed in the Companyâs (Corporate Social Responsibility policy) Rules, 2014.

The Companyâs policy on CSR is available on the Companyâs website www.ujaas.com

26. RISK MANAGEMENT FRAMEWORK

The Company has laid down a well-defined Risk Management mechanism covering the risk mapping & analysis, risk exposure, potential impact & risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage & monitor the principle risks that can impact the Companyâs ability to achieve its strategic & financial objectives.

The Board periodically reviews the risks & suggests steps to take control & mitigate the same through a properly defined framework. The Company has framed a Risk Management Policy to identify & assess the key risk areas, monitor & report compliance & effectiveness of the policy & procedure. The Companyâs policy on Risk Management is available on the Companyâs website www.ujaas.com.

27. INTERNAL FINANCIAL CONTROL SYSTEM

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.

28. CORPORATE GOVERNANCE_

Your Company believes in adopting best practices of Corporate Governance. In Compliance with Regulation 34 of the Listing Regulations, a Separate report on Corporate Governance along-with a Certificate from the Auditors on its Compliance, forms an integral part of this report.

29. MANAGEMENT DISCUSSION &

ANALYSIS REPORT_

Pursuant to Regulation 34 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations,2015, the Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, segment wise performance, outlook, risk and concerns, internal control system and their adequacy and other material development during the financial year 2023-24.

30. 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 3 of Boardâs 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 Companyâs website www.ujaas.com.

31. 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 6 of Boardâs Report.

The Company had 85 employees as at March 31, 2024. None of the employees of the Company were in receipt of remuneration of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year under review.

32. REGISTRAR AND TRANSFER AGENT

Your Companyâs 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 advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companyâs shares on either of the Depositories mentioned as aforesaid.

33. LISTING STATUS_

Companyâs shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 2024-25 of both the stock exchanges in time. There was no suspension of trading during the year under review.

34. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational development including IIMs and IITs. This is a part of Corporate HR function and is a critical pillar to support the organizationâs growth and its sustainability in the long run.

Companyâs Industrial relations continued to be healthy,cordial, and harmonious during the period under review.

35. ENVIRONMENT AND SAFETY_

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs 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.

36. DISCLOSURE UNDER SEXUAL

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

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 Annual Report.

37. 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.

38. DIFFERENCE IN VALUATION DONE AT

ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS_

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

39. ANNUAL RETURN_

In compliance with the provisions of Section 92(3)and Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and the web link of the same is https://www.ujaas.com/.

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

No material changes and commitments affecting the financial position of the company have occurredbetween the end of the financial year to which the financial statements relate and the date of this BoardâsReport.

41. CORPORATE INSOLVENCY RESOLUTION

PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)_

42. 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 5.

43. BUSINESS REPORTING FRAMEWORK

Business responsibility reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with Stock Exchange is not applicable to your company for the financial year ended 31stMarch, 2024.

44.INSURANCE_

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

45.PREVENTION OF INSIDER TRADING & CODE OF CONDUCT_

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.

46.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.

47. 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 Companyâs operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and other factors.

48. 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.

For UJAAS ENERGY LIMITED

Place: Indore Shyamsunder Mundra

Date: 15^th July 2024 Chairman & Managing Director

DIN:00113199

Mar 31, 2023

The Hon''ble National Company Law Tribunal, (âNCLTâ), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process (âCIRPâ) of Ujaas Energy Limited (âCompanyâ) (âAdmission Orderâ) in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (âCodeâ). Mr. Navin Khandelwal (IP Registration No. IBBI/IPA-001/IP-P00703/2017-18/11301) had been appointed as an interim resolution professional under the provisions of Code vide the Admission Order. As per Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process

(CIRP), the powers of the Board of Directors of the Company stand suspended and the same have been vested with Mr. Navin Khandelwal as the interim resolution professional. Subsequently, vide NCLT order dated 28 th January 2021 appointed Mr. Naveen Kumar Sood (IP Registration No. IBBI/IPA-001/IP- P00132/2017-2018/10274 to act Resolution Professional in place of Mr. Navin Khandelwal in

terms of the provisions of the Code.

Your Directors hereby present Twenty Forth Annual Report on the performance of your Company together with the Audited Standalone Financial Statements for the Financial year ended 31 st March, 2023.

1. COMPANY OVERVIEW_

âUjaasâ, in local language stands for â âLight at the Dawnâ. 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 energy power plants under its flagship brand UJAAS The Company has entered in to a new Venture of Electric Vehicles and is an Indian electric two wheeler company providing efficient and cost-effective electric scooters carefully designed for easy navigation. Combining advanced technology with affordability, Ujaas believes in serving its customers and the environment together in the best possible way. The Company has its corporate headquarters in Indore (M.P.)

2. FINANCIAL HIGHLIGHTS & COMPANYâS 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
	2022-23	2021-22
Revenue from Operations	3091.95	4467.03
Other Income	112.08	158.19
Total Expenses	5087.55	6816.37
EBITDA*	462.28	(80.67)
Depreciation	719.73	739.61
Interest and other borrowing cost	1626.07	1370.87
PBT(profit before tax)	(1833.52)	(10989.81)
Tax expenses	134.19	19.41
PAT (profit after tax)	(1749.33)	(10970.40)
EPS (earning per share)	(0.87)	(5.48)

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

3. PERFORMANCE REVIEW OF UJAAS_

On the Standalone basis, during the F.Y. 2022-23 under review, your Companyâs Gross Revenue from operations stood at INR 3091.95lakhs compared to INR 4467.03 lakhs in the previous year. The Net Profit/(Loss) of the Company stood at INR (1749.33) lakh against INR (10970.40) lakh reported in the previous year.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT SEGMENTS	Yearly Revenue (INR in Lakh)
	2023	2022
Solar Power Plant Operation Business	2146.84	2666.06
Manufacturing and sale of solar power system	74.64	2.00
EV	881.30	1878.83
Un-allocable Income	101.25	78.33

4. DIVIDEND_

In view of the net loss incurred by the Company for the financial year and the accumulated losses of the previous financial years, the Board of Directors does not recommend any dividend to the Shareholders of the Company for the financial year ended March 31, 2023..

5. TRANSFER TO RESERVES_

There is no amount proposed to be transferred in any reserve for the financial year 2022-23 .

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 (âIEPF Rulesâ), the Company was required to transfer the unclaimed final dividend pertaining to the financial year 2015-16 of Rs. 67429.17 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, 2023. As there is no Subsidiary Company as on 31 st March, 2023 disclosure in AOC-1 is not required.

8. SHARE CAPITAL_

During the year under review, there was no change in the share capital of the Company. The paid-up Equity Share capital of the Company as at March 31, 2023 stood at Rs. 20,02,90,000 (Rupees Twenty Crore Two Lakh Ninety Thousand). As on 31 st March, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

9. EMPLOYEES STOCK OPTION SCHEME

Currently the Company has 1(one) Employee Stock Option Scheme namely âUjaas Employee Stock Option Scheme 2015â (âESOP Scheme 2015 / Schemeâ). The scheme was formed to recognize the dedication & efforts made by all its employees towards the growth & success of the Company. There was no material change in the Scheme during the year under review. The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulation, 2014 (âSBEB Regulationsâ). The Company has received the certificate from the Auditor of the Company that the Scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the members. The Certificate will be available at the Annual General Meeting for inspection by the members. The Company has not allotted any options to its Key Managerial Personnel; hence no disclosure is required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.

The Disclosure with regard to Regulation 14 of SBEB Regulations shall form part of this Annual Report.

10. CREDIT RATING_

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

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

n terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boardâs 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.

12. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into transactions with related parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, rules issued thereunder read with Regulation 2(zc) & Regulation 23 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015.

As there were no material related party transactions during the year under review, disclosure in AOC- 2 is not required. The policy on Related Party Transaction as approved by the Board of Directors has been uploaded on the website of the company at www.ujaas.com

13. 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.

14. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY

During the year under review, Company has not accepted any Deposits from Directors of the Company.

15. DETAILS RELATED TO DEPOSITS

COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013_

16. AUDITORS & THEIR REPORTS_

Â¦ 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 w.e.f. 30th September, 2022 i.e. from the conclusion of 23rd Annual General Meeting of the Company till the Conclusion of 28th Annual General Meeting of the Company at such remuneration and out-of -pocket expense, as may be mutually agreed between the Resolution Professional (during the ongoing Corporate Insolvency Resolution Process) or the Board of Directors and the Statutory Auditors.â In accordance with the Companies (Amendment) Act,2017, the matter related to the ratification of appointment of the Statutory Auditor by members at the Annual General Meeting of the Company is no more required.

Â¦ STATUTORY AUDITORSâ REPORT

The audit qualifications, reservations, adverse remarks or disclaimers in the Auditorsâ Report for the financial year 2022-23 are as under.:

Audit Qualification

1. As mentioned in Note 41 & 42 of the Statement, creditors were called upon to submit their claims. Claims submitted by the Financial creditors and operational creditors are subject to reconciliations. Pending reconciliation and final outcome of the CIRP, no accounting impact in the books of accounts has been given in respect of excess, short, or non-receipts of claims for operational and financial creditors. Hence consequential impact, if any, on the financial statements is currently unascertainable.

2. We have been informed by Resolution Professional

that the certain information including the minutes of the meeting of the Committee of Creditor and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditor and NCLT. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosure, if any, that may arise if we have been provided access to those information..

3. As mentioned in Note No 43 of the Statement, no impairment assessment of property plant and equipment and intangible asset in carrying value as at 31 st March, 2023 is made. Therefore, we are unable to comment on consequential impairment, if any, that is required to be made in carrying value of property, plant and equipment and intangible assets.

4. Note No. 44 the Statement, balance confirmations not been received in respect of trade receivables, deposits, loans and advances and trade and other payables as a result of which reconciliation process and consequential adjustments, if any, has not been carried out. The Company has adjusted / provided / written off / back significant amounts basis its internal estimates, against which necessary supporting documentation has not been made available to us..

5. Note 45 of the financial statements with regards to difference in borrowings aggregating to Rs. 2573.55 lacs arising with bank balance confirmation due to the interest on borrowings being recognized by the Company based on the sanction terms of borrowing, whereas the lenders has not charged the same. The interest expenses recognized on borrowings during the year by the Company amounting to Rs. 1165.49 Lacs..

6. Note 46 of the financial statement with regards to difference arising in accrued interest on fixed deposit of Axis Bank by Rs 22.68 lacs due to interest being recognized by the Company on accrual basis, where as Axis Bank has not provided interest in their statement.

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.

Â¦ 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 the financial year 2023-24..

Â¦ SECRETARIAL AUDITORâS REPORT

The Secretarial Audit Report for the financial year 2022-23 in prescribed format MR-3 is annexed as Annexure 3 to the Boardâs Report and contain following observation:-

Observation:

The tenure of Ms. Yamini Karmarkar and Mr. Prakash Dandekar ended on 28th March 2022 and has not yet been re-appointed by the Company.

Since the independent director were not appointed or reappointed during the financial year which has resulted in non- compliance regarding composition of Board and committees at the end of the financial year 2021-2022.

Following explanation or comment made by the Board on observation made by company secretary in practice in his secretarial audit report:-

comment:

All the independent directors of the company have ceased their office due to completion of their tenure and no independent directors have been appointed till date due to suspension of powers of the Board of Directors of the Company. Hence, once the independent directors appointed by the company necessary reconstitution of composition of board and committees would be done accordingly.

17. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS_

During the year under review the Board of Directors

met Five (5) times on 30 th May 2022, 09 th August 2022, 2 nd September 2022, 11 th November 2022, 10 st February 2023.

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 not held because During the year, all the independent directors of the company have ceased their office due to completion of their tenure and no independent directors have been appointed till the date of AGM.

18. AUDIT COMMITTEE_

All the independent directors of the company have ceased their office due to completion of their tenure and no independent directors have been appointed till the date of AGM due to suspension of powers of the Board of Directors of the Company. Hence, once the independent directors appointed by the company necessary reconstitution of the committee would be done accordingly.

19. 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. Compensation Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

20. DIRECTORS AND KEY MANAGERIAL

PERSONNEL_

Â¦ DIRECTORS

a) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Article of Association, Mr. Anurag Mundra (DIN: 00113172), 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. Anurag 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 24 th 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).

Â¦ 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. Shyam Sunder Mundra	Chairman & Director
2.	Mr. Vikalp Mundra	Director
3.	Mr. Anurag Mundra	Director & CFO
4.	Mr. Sarvesh Diwan	Company Secretary & Compliance Officer

NOTE: The company is under Corporate Insolvency Resolution Process (CIRP) under which the power of management is vested with Resolution Professional (RP) and due to this all the executive directors have been treated as non-executive directors. Furthermore, the term of period of Managing director and Joint Managing Directors had been expired on 24 th September 2020 and till now no re- appointment have been made and all the directors are continuing as a non-executive director.

21. INDEPENDENT DIRECTORS

22. DIRECTORSâ RESPONSIBILITYSTATEMENT_

Pursuant to Section 134 of the Companies Act,

2013(including any statutory modification (s) or reenactments) 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, 2023, 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 31,2023 and of the profit of the Company for the financial year ended on March 31, 2023;

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 concernâ 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.

23. BOARD EVALUATION

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

24. WHISTLE BLOWER POLICY/VIGILMECHANISM_

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 www.ujaas.com..

The policy is in the 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.

25. 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 4 of this report in the format prescribed in the Companyâs (Corporate Social Responsibility policy) Rules, 2014.

The Companyâs policy on CSR is available on the Companyâs website www.ujaas.com

26. RISK MANAGEMENT FRAMEWORK

The Company has laid down a well-defined Risk Management mechanism covering the risk mapping & analysis, risk exposure, potential impact risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage & monitor the principle

risks that can impact the Companyâs ability to achieve its strategic & financial objectives.

27. INTERNAL FINANCIAL CONTROL

SYSTEM_

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.

28. CORPORATE GOVERNANCE_

29. MANAGEMENT DISCUSSION&

ANALYSIS REPORT_

Pursuant to Regulation 34 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, segment wise performance, outlook, risk and concerns, internal control system and their adequacy and other material development during the financial year 2022-23.

30. NOMINATION AND REMUNERATION

POLICY_

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 Companyâs website www.ujaas.com.

31. 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 6 of Boardâs Report.

The Company had 86 employees as at March 31, 2023. None of the employees of the Company were in receipt of remuneration of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year under review

32. REGISTRAR AND TRANSFER AGENT

Your Companyâs 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 advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companyâs shares on either of the Depositories mentioned as aforesaid

33. LISTING STATUS_

Companyâs shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 2023-24 of both the stock exchanges in time. There was no suspension of trading during the year under review.

34. HUMAN RESOURCES AND

INDUSTRIAL RELATIONS_

Companyâs Industrial relations continued to be healthy,

cordial and harmonious during the period under review..

35. ENVIRONMENT AND SAFETY_

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs 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.

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 Annual Report.

37. DETAILS OF SIGNIFICANT AND

MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS 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.

38. DIFFERENCE IN VALUATION DONE

AT ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS_

There was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the

difference in valuation does not arise.

39. ANNUAL RETURN_

In compliance with the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2023 has been uploaded on the website of the Company and the web link of the same is https://www.ujaas.com/.

40. MATERIAL CHANGES AND

COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY_

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boardâs Report.

41. CORPORATE INSOLVENCY

RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)_

The Honâble National Company Law Tribunal, (âNCLTâ)â), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process (âCIRPâ) of Ujaas Energy Limited (âCompanyâ) (âAdmission Orderâ) in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time (âCodeâ). Mr. Navin Khandelwal (IP Registration No. IBBI/ IPA-001/IP-P00703/2017- 18/11301) had been

appointed as an interim resolution professional under the provisions of Code vide the Admission Order. As per Section 17 of the Code, the powers of the Board of Directors of the Company stand suspended and the same have been vested with Mr. Navin Khandelwal as the interim resolution professional. Subsequently, vide NCLT order dated 28 th January 2021 appointed Mr. Naveen Kumar Sood (IP Registration No. IBBI/IPA-001/IP-P00132/2017-2018/10274 to act Resolution Professional in place of Mr. Navin Khandelwal in terms of the provisions of the Code. In pursuance of the CIRP process, a resolution plan duly approved by the Committee of Creditors (CoC) was submitted to NCLT

for approval. NCLT has rejected the resolution plan vide Order dated 06/01/2023. The resolution applicant has already filed an appeal at NCLAT challenging the NCLT orders and the Appeal is being heard by NCLAT..

42. DISCLOSURES ON CONSERVATION

OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO_

43. BUSINESS REPORTING FRAMEWORK

44.INSURANCE_

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

45.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 preclearance for dealing in the companyâs 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.

46.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.

47. 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 Companyâs operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and other factors.

48. 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.

UJAAS ENERGY LIMITED

Undergoing Corporate Insolvency Resolution Process

Place: Indore Shyam Sunder Mundra

Date: 31^st August 2023 Chairman & Director

(Member of Suspended Board of Directors) DIN:00113199

Mar 31, 2018

Dear Members,

The Directors have great pleasure to present the 19^th Annual Report of Ujaas Energy Limited (âthe Companyâ or âUjaasâ) on the business and operations of the Company alongwith the Audited Financial Statements, for the Financial Year ended 31^st March 2018.

1. COMPANY OVERVIEW

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 energy power plants under its flagship brand âUJAASâ. The Company has its corporate headquarters in Indore (M.P.).

2. FINANCIAL HIGHLIGHTS

The Companyâs financial performance both on standalone as well as consolidated basis, for the year under review along with previous figures are given hereunder:

(Rs. in lakh except for EPS)

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	33417.31	48634.78	33417.31	48634.78
Other Income	326.85	432.89	321.72	421.45
Total Expenses	29378.82	41613.70	29378.82	41548.41
EBITDA*	4365.34	7453.97	4360.21	7507.82
Depreciation	822.00	816.56	822.00	816.56
Interest and other borrowing cost	1692.23	1835.27	1692.23	1835.27
PBT(profit before tax)	1851.11	4802.14	1845.98	4855.99
Tax expenses	150.26	1208.9	150.26	1208.9
PAT (profit after tax)	1700.85	3593.24	1695.72	3647.09
EPS (earning per share)	0.85	1.80	0.85	1.82

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

3. PERFORMANCE REVIEW & COMPANYâS STATE OF AFFAIRS

Your Company has reported 28.88% downfall in its annual turnover in comparison to the previous year due to the impact of GST, delay in project execution & drastic slowdown in the market since July 01, 2017. During the F.Y. under review, at Standalone level, the Gross Revenue from operations stood at INR 33,417.31 lakh as compared to INR 48,634.78 lakh in the previous year. The Net Profit of the Company stood at INR 1,700.85 lakh against INR 3,593.24 lakh reported in the previous year.

On consolidated basis, Gross Revenue from operations for the F.Y. under review was INR 33,417.31 lakh (Previous year INR 48,634.78 lakh). The consolidated net profit for the year stood at INR 1,695.72 lakh against INR 3,647.09 lakh in the previous year.

Segment-wise Revenue details are as under: -

REVENUE FROM DIFFERENT SEGMENTS	Yearly Revenue (INR in Lakh)
REVENUE FROM DIFFERENT SEGMENTS	2018	2017
Solar Power Plant Operation Business	3155.84	4285.67
Manufacturing and sale of solar power system	30261.47	44349.11

4. DIVIDEND

During the year under review, your Directors have not recommended any dividend due to the downfall in the turnover of the Company. The Company is deploying the funds in further business development and to combat the current uncertainties in the Solar industry.

5. TRANSFER TO RESERVES

The requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn consequent to introduction of Companies Act, 2013, and the Company can optionally transfer any amount from the surplus of profit or loss account to the General reserves. Your Company has not transferred any amount to General Reserves.

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

As on 31^st March, 2018, there were no associates and joint ventures within the meaning of Section 2(6) of the Companies Act, 2013 and your Company has 2 (two) subsidiary companies whereby 1(one) is a wholly own subsidiary incorporated in Uganda named as Eizooba Energy One Limited and a subsidiary named as Ujaas Energy Limited (registered at RAK offshore Dubai) wherein, no capital has been deployed yet.

A statement containing silent features of the financial of the Companyâs subsidiaries is annexed in Annexure-1 to this report in form AOC-1. However, all the subsidiaries are yet to commence their business.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of the Company and its subsidiary companies upon request and it shall also be made available on the website of the Company i.e., www.ujaas.com. The Annual accounts of the subsidiary companies shall also be kept at the registered office of the Company for inspection of the same by any shareholder.

The Companyâs policy on determining material subsidiary is available on our website www.ujaas.com.

The Consolidated financial statements of the Company including all subsidiaries duly audited by the Statutory Auditors are presented in the Annual Report. The consolidation of financial statements is done in accordance with the Companies Act, 2013 and Indian Accounting Standards issued by the Institute of Chartered Accountants of India as applicable on the Company w.e.f. 1^st April 2017. The consolidated financial statements form an integral part of the Report. The Audited financial statements are reviewed by the Audit Committee and the Board of Directors.

7. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The paid-up Equity Share capital of the Company as at March 31, 2018 stood at Rs.20,00,00,000 (Rupees Twenty Crore). As on 31^st March 2018, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

8. EMPLOYEES STOCK OPTION SCHEME

Currently the Company has 1(one) Employee Stock Option Scheme namely âUjaas Employee Stock Option Scheme 2015â (âEsOs Scheme 2015 / Schemeâ). The scheme was formed to recognize the dedication & efforts made by all its employees towards the growth & success of the Company. There was no material change in the Scheme during the year under review.

The Scheme is in line with the SEBI (Share Based Employee Benefits) Regulation, 2014 (âSBEB Regulationsâ). The Company has received the certificate from the Auditor of the Company that the Scheme is implemented in accordance with the SBEB Regulations and the resolution passed by the members. The Certificate will be available at the Annual General Meeting for inspection by the members.

During the year under review, the Compensation Committee had granted 11,19,000 stock options to the eligible employees under the scheme. The Company has not allotted any options to its Key Managerial Personnel; hence no disclosure is required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.

The Disclosure with regard to Regulation 14 of SBEB Regulations is annexed as Annexure - 8 to this report and is also available on the website of the Company under https://www.ujaas.com/esos/

9. CREDIT RATING

During the year under review, CRISIL has assigned a credit rating CRISIL-BBB rating for long term bank loan facilities and âCRISIL A2â rating for the short-term bank loan facilities.

10. RELATED PARTY TRANSACTIONS

During the year under review, the Company entered into transactions with related parties as defined under Section 2(76) and Section 188 of the Companies Act, 2013, rules issued thereunder read with Regulation 2(zc) & Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, the Company did not enter into material significant transactions with Promoters, Key Managerial Personnel or any other related parties.

11. LOAN GUARANTEES AND INVESTMENTS

The Company has given loans to its wholly own subsidiaries, which is exempted under the provisions of Section 186 of the Companies Act, 2013. Further, Details of Loans, Guarantees and Investments 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.

12. DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY

During the year under review, the Company accepted loans from its Whole-time Directors upto a tune of Rs.1,65,00,000 (Rupees One crore sixty-five lakhs only) pursuant to the approval of the Board in their meeting held on 14^th August, 2017, in addition to the loan of Rs.27,00,00,000 (Rupees Twenty seven Crore only) taken from them in F.Y.2016-17 with the approval of the Board of Directors in their meeting held on 27^th February, 2017. Also, the said transaction falls under the category of related party transactions and is detailed in notes to accounts.

13. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any fixed deposit from the public within the provisions of Section 73 ofthe Companies Act, 2013 & Companies (Acceptance of Deposits) Rules, 2014.There are no outstanding deposits from public as on 31^st March, 2018.

14. AUDITORS & THEIR REPORTS

- STATUTORY AUDITORS

Pursuant to the section 139 & other applicable provisions to Statutory Auditors under the Companies Act, 2013, M/s. SMAK & Co. (formerly known as M/s Atishay & Associates), Chartered Accountants, Indore (Firm Registration No. 020120C), were appointed as Statutory Auditor of the Company w.e.f. 19^th September, 2017 (date of last Annual General Meeting).

In accordance with the Companies (Amendment) Act, 2017, the matter related to the ratification of appointment of the Statutory Auditor by members at the Annual General Meeting of the Company is no more required.

- STATUTORY AUDITORSâ REPORT

There are no qualifications, reservations, or adverse remarks in the Auditorsâ Report for the financial year 2017-18.

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.

- SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and 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 the Financial year 2017-18.

- SECRETARIAL AUDITORâS REPORT

The Secretarial Audit Report for the financial year 201718 in prescribed format MR-3 is annexed as Annexure 3 to the Boardsâ Report. There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

15. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS

During the year under review the Board of Directors met four (4) times on 29^th May 2017, 14^th August 2017, 10^th November 2017 & 13^th February 2018.

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 13^th February, 2018, without the presence of non-independent directors and members of the management, to review the performance of nonindependent 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.

16. AUDIT COMMITTEE

As on 31^st March, 2018, the Audit Committee of the Board of Directors of the Company comprised of three (3) members namely Mr. Santosh Muchhal(*), Mrs. Aarti Jhaveri(*) and Mr. Anurag Mundra, majority of them being Independent Directors except Mr. Anurag Mundra, who is a Whole Time Director. Mr. Santosh Muchhal being an Independent Director is the Chairman of the Audit Committee. The Committee was reconstituted w.e.f. 2^nd April, 2018 comprising of Mrs. Yamini Karmarkar(**) as a Chairperson of the Committee & Mr. Prakash Dandekar(**) & Mr. Anurag Mundra as members of the Committee.

The Board accepted the recommendations of Audit Committee whenever made by the Committee during the year.

Note:

(*) Mr. Santosh Muchhal & Mrs. Aarti Jhaveri retired from the directorship of the Company & therefore ceased to be the members of the Committee w. e. f. the closing hours of 31.03.2018.

(**) Mrs. Yamini Karmarkar was made Chairperson & Mr. Prakash Dandekar was made a member of the Committee w.e.f. 02.04.2018.

17. 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.16 of this Report:

1. Nomination and Remuneration Committee

2. Stakeholders Relationship Committee

3. Compensation Committee

4. Corporate Social Responsibility Committee

The details of the committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

- DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Article of Association, Mr. Vikalp Mundra (DIN: 00113145), Joint Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, Schedule IV & all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment & Qualification of Directors) Rules, 2014, Mr. Piyush Kumar Sinha (DIN: 00484132) was appointed as an Additional (Independent & Non-executive) Director w.e.f. 13.02.2018 & Mrs. Yamini Karmarkar (DIN: 07543128) & Mr. Prakash Dandekar (DIN: 08082848) as an Additional (Independent & Non-executive) Director w.e.f.29.03.2018.

The Board recommends the re-appointment of Mr. Vikalp Mundra, & appointment of Mr. Piyush Kumar Sinha, Mrs. Yamini Karmarkar & Mr. Prakash Dandekar, for the consideration of the members of the Company at the ensuing Annual General Meeting. The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 19^th Annual General Meeting (AGM) of the Company.

Further, as per declarations received from all the Directors of the Company pursuant to Section 164 of the Companies Act, 2013, the Board apprised the same and found that none of the director is 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:

19. INDEPENDENT DIRECTORS

a) Declaration by Independent Director: All the

Independent Directors have submitted declaration to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013. So, as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of SEBI (Listing Obligations and 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 also held on 13^th February, 2018, without the presence of non-independent directors & members of the management, to review the performance of non-independent directors & the Board as a whole, the performance of the Chairman of the Company & also to access the quality, quantity & timeliness of the flow of the information between the Company management & the Board.

20. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) 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, 2018, 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, 2018 and of the profit of the Company for the financial year ended on March 31, 2018;

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 âgoing concernâ 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.

21. 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.

22. 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 www.ujaas.com

The policy is in the 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.

23. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY (CSR Intiatives)

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 4 of this report in the format prescribed in the Companyâs (Corporate Social Responsibility policy) Rules, 2014.

The Companyâs policy on CSR is available on the Companyâs website www.ujaas.com

24. RISK MANAGEMENT FRAMEWORK

In terms of respective provisions of Companies Act, 2013 read with relevant rules and relevant regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk management is embedded in your Companyâs operating framework. The Company has laid down a well defined risk management mechanism covering the risk mapping & analysis, risk exposure, potential impact& risk mitigation measures. Your Company believes that managing risk helps in maximizing returns. The Companyâs approach to addressing Business Risks is comprehensive and includes periodic reviews of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk management framework is reviewed periodically by the Board and Audit Committee. Some of the Risks that the Company is exposed to are:

- Strategic Risk

- Operational Risk

- Financial Risk

- Regulatory Risk

The Companyâs policy on Risk Management is available on the Companyâs website www.ujaas.com.

25. INTERNAL FINANCIAL CONTROL SYSTEM

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.

26. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of Corporate Governance. In Compliance with Regulation 34(3) and Schedule V of the Listing Regulations, a Separate report on Corporate Governance along-with a Certificate from the Auditors on its Compliance, forms an integral part of this report.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this report and gives details of the overall industry structure, economic developments, segment wise performance, outlook, risk and concerns, internal control system and their adequacy and other material development during the financial year 2017-18.

28. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company approved a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. An extract of the policy covering these requirements is provided as Annexure 5 of Board report. We affirm that the remuneration paid to Directors is as per the remuneration policy of the Company. There has been no change in the policy since last fiscal.

The Nomination and Remuneration policy of the Company is available on the Companyâs website www.ujaas.com.

29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

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 6 of Board Report.

The Company had 441 employees as at March 31, 2018. None of the employees of the Company were in receipt of remuneration of Rs.1,02,00,000/- per annum or Rs. 8,50,000/per month during the year under review.

30. REGISTRAR AND TRANSFER AGENT

Your Companyâs 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 advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companyâs shares on either of the Depositories mentioned as aforesaid.

31. LISTING STATUS

Companyâs shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 2018-19 of both the stock exchanges in time. There was no suspension of trading during the year under review.

32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Companyâs Industrial relations continued to be healthy, cordial and harmonious during the period under review.

33. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs 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.

As required by the Sexual Harassment of Woman 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 and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under this policy.

There was no case of sexual harassment reported during the year under review.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS 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.

35. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 as at March 31, 2018 forms part of this report as Annexure-2.

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

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this directorsâ report.

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

38. BUSINESS REPORTING FRAMEWORK

Business responsibility reporting as required by Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with stock exchange is not applicable to your company for the financial year ending 31^st March, 2018.

39. INSURANCE

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

40. 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 companyâs 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.

41. 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.

42. 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 Companyâs operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and other factors.

43. APPRECIATION

Your Directors wish to place on record their sincere thanks to all the employees, Customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, the Government of various states in India and concerned Government Departments and agencies for their cooperations. The Directors appreciate and value the contribution made by every member of UJAAS Family.

For & on Behalf of the Board of Directors

S.S. Mundra

Place: Indore Chairman & Managing Director

Date:13.08.2018 DIN:00113199

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the company together with the Audited Financial Statements and Auditors' Report for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

During the year under review, performance of your company Standalone and Consolidated is given as under:

STANDALONE Particulars Current Year Previous Year 2014-15 2013-14

Gross Revenue 11326.66 53317.50

Net Revenue(excluding duty) 11109.67 52554.03

Total expenditure 9487.02 44792.14

Operating profit/(loss) 3641.19 9545.09

Other Income 216.99 763.47

Profit before Finance cost, depreciation, amortization, exceptional item and tax 4449.18 10014.90

Finance Cost 1801.55 1019.73

Cash Profit 2257.63 7105.17

Depreciation, amortization and product development/engineering expenses 807.99 469.81

Profit(Loss) for year before exceptional item and tax 1839.64 8525.36

Exceptional item-loss (net) - -

Profit/(loss) before tax 1839.64 8525.36

Tax expenses/ (credit) 665.74 4785.87

Profit after Depreciation & Tax 1173.90 3739.49

Profit of the year 1173.90 3739.49

Add: Balance brought forward from pre year 5395.84 2407.12

Balance available for appropriation 6569.74 6146.61

General Reserve 115.00 280.50

Interim Dividend/Proposed dividend 100.00 400.00

Tax on Equity dividend 20.00 67.99

Balance carried to Balance Sheet 6334.74 5398.12

Particulars CONSOLIDATED Current Year Previous Year 2014-15 2013-14

Gross Revenue 11324.02 -

Net Revenue(excluding duty) 11109.67 -

Total expenditure 9490.45 -

Operating profit/(loss) 3635.22 -

Other Income 214.35 -

Profit before Finance cost, depreciation, 4443.21 - amortization, exceptional item and tax

Finance Cost 1801.65 -

Cash Profit 2251.56 -

Depreciation, amortization and product 807.99 - development/engineering expenses

Profit(Loss) for year before exceptional 1833.57 - item and tax

Exceptional item-loss (net) - -

Profit/(loss) before tax 1833.57 -

Tax expenses/ (credit) 665.74 -

Profit after Depreciation & Tax 1167.82 -

Profit of the year 1167.82 -

Add: Balance brought forward from pre year 5395.84 -

Balance available for appropriation 6563.66 -

General Reserve 115.00 -

Interim Dividend/Proposed dividend 100.00 -

Tax on Equity dividend 20.00 -

Balance carried to Balance Sheet 6328.67 -

STATEMENT OF COMPANY'S AFFAIRS

Although all the three subsidiaries of Ujaas are foreign subsidiaries and yet to start their business activities, Ujaas presented its standalone as well as consolidated results in the interest of its stakeholders and as good corporate practice. On the standalone basis your company's operating profit for the F.Y. 2014-15 is Rs. 3641.19 lakhs compared to F.Y 2013-14 Rs. 9545.09. The company records Turnover of Rs. 11326.66 against Rs. 53317.50 in the previous year. The Company's Profit before financial cost, depreciation, amortization, exceptional item and tax is Rs. 4449.18 Lacs as compared to Rs. 10014.90 Lacs in the previous year.

The reduced turnover in the business is due to many external reasons in previous year like fear of Anti Dumping Duty on Solar Modules (This fear did not materialize finally); Political Uncertainty due to general election; Delayed order on 3rd amendment on Solar REC by CERC (Order came on 31st Dec. 2014); Poor enforcement of Renewable Purchase Obligation.(RPO) etc.

Further Solar is a long term business and cannot be viewed by traditional approach of Quarter to Quarter results. We understand that your company would be able to create value for its all stake holders in medium to long term.

The segment wise revenue details are also given in the below table:

REVENUE FROM DIFFERENT SEGMENTS Yearly Revenue (Amount in Rs. Lacs) 2015 2014

Solar Power Plant Operation Business 461.77 2327.64

Manufacturing and sale of solar power system 20852.23 48363.78

Transformers Manufacturing 2963.94 2169.45

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting standard AS-21 on consolidated financial statement, Your directors provide the Audited Consolidated Financial statements in the Annual Report.

DIVIDEND

Considering the Company's Financial Performance, the Directors have recommended a dividend of Rs. 0.05 per equity share

1. e. 5%(F.Y. 2013-14: 20%) on the equity paid-up capital of 20,00,00,000 Equity Shares of face value Re.1/- each, subject to approval of the members at the ensuing Annual General Meeting.

AMOUNT TRANSFERRED TO RESERVES

The appropriation to General Reserve for the Financial Year 2014-15 is of Rs. 1.15 Cr. from the Company's profit.

AWARD AND RECOGNITION:

Your Directors are once again delighted to share that your Company has been awarded by Forbes Asia " Best Under a Billion Award" in Plaza Athenee Bangkok, Thailand in December 2014. The award was received by your Joint Managing Director Mr. Vikalp Mundra and Vice President Projects Mr. Amit Neema.

The unranked list is comprised of 200 top-performing Asia-Pacific companies, selected from a pool of 17,000 publicly listed companies with revenues between USD 5 million and USD 1 billion. According to Forbes, eligible companies must not only be profitable; they must also be consistently growing, and with modest indebtedness. Candidates must also be free from major legal trouble and questionable accounting or management practices. The Best Under a Billion Dollar List is not just a compilation of top performers in the technology industry. Rather, it is a list that covers all industries, such as manufacturing, construction, software and so forth.

It was also featured in Business Today Magazine as emerging company of 2015 in the edition of July 2015.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As on 31st March, 2015, your company has three subsidiaries named "Ujaas Energy HK Ltd."( Registered at Honk Kong), Eizooba Energy One Ltd. (Registered at Republic of Uganda) and Ujaas Energy Ltd.( Registered at RAK Offshore Dubai). Out of the above three subsidiaries, two are wholly owned subsidiaries. Although all the three subsidiaries are yet to commence their businesses. Report on the performance and financial position of each of the subsidiaries are enclosed in AOC-1 as Annexure-1.

Further policy for determining material subsidiaries is also formulated by the Company, which is available on our website www.ujaas.com .

SHARE CAPITAL

The paid up Equity Share capital of the Company as at March 31, 2015 stood at Rs.20,00,00,000 (Rupees Twenty Crore). During the year under review the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on 31st March, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure-

2. NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held 8 times. The gap between two Meetings did not exceed one hundred and twenty days. Further, the Annual General Meeting was held on Friday, 26th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans Guarantees and Investments 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15 the Company did not enter into any contract or arrangements with its related parties referred to in Section 188(1) of the Companies Act 2013.

STATUTORY AUDITORS

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No. 0743C), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment subject to ratification by the members of the Company at the ensuing Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee of the Board has recommended to ratify the re-appointment of M/s. Ashok Khasgiwala & Co., Chartered Accountants, as statutory auditors of the Company for the Financial year 2015-16. Your Company has received written consent and certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014.

AUDITORS' REPORT

There are no qualifications, reservations, or adverse remarks in the Auditors' Report.

COST AUDITORS

M/s. Vijay P Joshi & Associates, Cost Accountants, (Firm Registration No.00267) Indore, has been appointed as the Cost Auditors of the Company for the Financial Year 2015-16 on the recommendations made by the Audit Committee in terms of requirement of Section 148 read with Companies (Audit and Auditors) Rules, 2014, being the electricity generating company. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 50,000/- plus Service Tax and out of pocket expenses. Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included under Sr. No.6 in the notice of the Annual General Meeting.

The Cost Compliance Report of our Company for the Financial Year ended 31st March, 2014, was filed with the Ministry of Corporate Affairs

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Ashish Karodiya, Practicing Company Secretary, to undertake as the Secretarial Audit of the company. Secretarial Audit Report in prescribed format MR 3 is annexed as Annexure 3 to the Boards' Report.

There are no qualifications, reservations or adverse remarks in the Secretarial Audit Report.

DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Amendment Rules, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

On a Standalone & Consolidated basis, the foreign exchange earnings of your Company during the year under review amounted to Rs.2.63 Lacs (Previous Year Nil) received as interest from subsidiary Companies. The foreign exchange outflow during the year was Rs. 4931.31 Lacs (previous year Rs. 9135 Lacs).

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 149 of the Companies Act, 2013, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Aarti Jhaveri (DIN 00851063), Mr. Santosh Muchhal (DIN 00645172) and Mr. Rajiva Srivastava (DIN 02465001) were appointed as Independent Directors on the Board of Directors of your Company at the 15th Annual General Meeting held on 26th September, 2014 to hold office up to Two (2) consecutive years upto March 31, 2016 with the period of office not liable to determination by retirement by rotation.

In terms of Section 203 of the Act, the following were designated as Key Managerial Personnel of your Company by the Board w.e.f. 29th May, 2014:

1. Mr. S.S. Mundra Chairman & Managing Director

2. Mr. Vikalp Mundra Joint Managing Director

3. Mr. Anurag Mundra Joint Managing Director & CFO

4. Ms. Monika Choukse Company Secretary & Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's article of association, Shri Vikalp Mundra (00113145), Joint Managing Director will retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The brief resume of the Directors and other related information has been provided in the notes to the Notice convening 16th AGM. Your Directors recommend their re-appointment.

During the year 2014-15, Mr. Nilesh Rathi and Mr. Narendra Beli, Independent Directors of the Company resigned from the post of Directors of the Company. Your Board places on record their deep appreciation for the valuable contributions made by them during their tenure as Directors of the Company.

Further, during the financial year 2014-15, Mr. Manish Agrawal was appointed as an additional director (Independent) of your Company at the meeting of the Board of Directors held on 14th November 2014, who holds office upto the date of the ensuing Annual General Meeting.

The Nomination and Remuneration Committee has recommended his appointment as an Independent Director of the Company. Necessary resolution seeking the approval of the members for his appointment for a term of (2) Two years has been proposed in the Notice convening the ensuing Annual General Meeting.

DISQUALIFICATIONS OF DIRECTORS

During the year, declarations received from all the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board apprised the same and found that none of the director is disqualified from holding office as director.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director under Section 149(9) of Companies Act 2013, that she/he meets the criteria of Independence laid down in Section 149(6) of Companies Act 2013, and Clause 49 of Listing Agreement.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

As per Clause 49 the company needs to educate its Independent Director regarding the working and product/services provided by the company. The details of that familiarization programme for Independent Directors have been disclosed on website of the Company www.ujaas.com

COMMITTEE OF BOARD

As per the requirement of Companies Act, 2013 and Clause 49 of Listing Agreement, every listed company with other specified class of companies are required to constitute certain committees consisting of Board Members on mandatory basis. Currently, your Company have the following mandatory committees with other committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Compensation Committee

5. Corporate Social Responsibility Committee

The above committees of your company are constituted in compliance of applicable sections of Companies Act and Clause 49 of the Listing Agreement. The detailed constitution of all the above committees are given in the Corporate Governance Report forming part of this Annual Report.

The primary objective of forming committees is to monitor and provide an effective supervision on Management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

The Audit Committee recommended appointment of one of the employee of the Company to act as an Internal Auditor and the same was denied by the Board with the reason that the employee already handling various responsibilities inclusive of Taxation. In view of the Board it is better to appoint some external agency as Internal Auditor so that the process and system can be improved.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. The Whistle Blower Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. Protected disclosures can be made by a whistle blower through an e-mail to the Chairman of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, 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 31,2015 and of the profit of the Company for the year ended on that date;

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.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The objective of the Corporate Social Responsibility Policy of your company is to improve the quality of life of the community through long term value creation for all stakeholders'. We focused on improving the quality of life of those communities in whose vicinity our solar power plants operates through organizing health check-up camps, promoting education, and developing improved basic facilities.

Referring to the PM's address to the Nation on 15th August, 2014, his clarion call to the corporate world to join hands to provide clean toilet facility for girls in each and every school of the country irrespective of its location, motivated us to initiate "Ek Kadam Swastha Bharat Ki Aur" program. We have constructed well equipped Washroom at Balika Chatrawas Rojhani Govt. School for girls in the vicinity of village Rojhani (District Agar). Here almost 100 girls reside and this is the only girl's hostel in the ambit of around 10 villages.

Under the program we had also organized Medical Camp for villagers and school students where around 300 people diagnosed. Further to motivate and promote school education in villages from past few years we distribute good quality school bags with stationery items to the students of government schools.

As per our previous disclosure we joined hands with "Barli Development Institute for Rural Women", which conducts residential training program for rural, village and tribal women for educating them basic akshar gyan. Company has provided 4KW Roof top Solar System to the institute and also participated at various programs conducted for the upliftment of Women. Company has also joined hands and provided funds to various organisations like Friends of Tribal Society, Sahaj Marg Sprituality Foundation, Maheshwari Jansewa Trust for promoting school education and betterment of society at large. The details of the amount spent on CSR is enclosed in Annexure - 4.

Risk management refers to the practice of identifying potential risks in advance, analyzing them and taking precautionary steps to reduce/curb the risk. The Company is exposed to inherent uncertainties owing to the sectors in which it operates and therefore it become very crucial for an organisation to give due importance to risk management. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operation all levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company have suitable internal financial control and compliance systems and the reviews performed by Management and the relevant Board Committees and as per the work performed by the internal, statutory, cost auditors, secretarial auditors and external consultants, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal audit was entrusted to M/s S. K. Malani & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Corporate governance is creation and enhancing long-terms sustainable value for the stakeholders through ethically driven business process. We, at Ujaas, ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and performance as well as the leadership and governance of the Company. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. Further as per Clause 49 Corporate Governance Report and Management Discussion and Analysis Report is enclosed in this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct declaration by Chairman and Managing Director with regard to compliance with the said code, forms part of this Annual report.

REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. An extract of the policy covering these requirements is provided as Annexure 5 of Board report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as Annexure 6

None of the employees of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable, during the year under review.

DISCLOSURES 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 and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set

up to redress the Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under this policy. There was no case of sexual harassment reported during the year under review.

ELECTRONIC CONNECTIVITY:

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 advantage 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.

LISTING OF SHARES

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 2015-16 of both the stock exchanges in time.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

INSURANCE:

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

GENERAL DISCLOSURES:

- There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

- No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this directors report.

- Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015.

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, compliances environmental regulations and preservation of natural resources

ACKNOWLEDGMENT

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors, both international and domestic, Bankers, Financial Institutions and Academic Institutions. Your Directors also wish to place on record their sincere thanks to the Government of India and the various Ministries, the State Governments and the various Ministries, the Central and State Electricity Regulatory authorities, communities in the neighbourhood of our operations, Municipal and local authorities in areas where we are operational.

For & On Behalf of the Board

Place: Indore S.S. Mundra Dated: 13.08. 2015 Chairman & Managing Director DIN : 00113199

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Fifteenth Annual Report of yourCompany together with the Audited Financial Statements and the Auditors'' Report of your Company for the financial year ended 31st March, 2014. Thesummarized financial results for the financial year ended 31st March, 2014 are asUnder:

Financial Statement: Rsin Lacs Particulars 2013-14 2012-13 Gross revenue 53317.50 24801.89

Net revenue 52554.03 24257.13 (excluding excise duty)

Total expenditure 44792.14 20415.77

Operating profit /(loss) 9436.58 4894.83

Other income 763.47 544.76

Profit before Finance cost, 9906.39 5081.52 depreciation, amortization, exceptional item and tax

Finance cost 911.22 508.71

Cash profit 7105.17 3692.82

Depreciation, amortization 469.81 186.69 and product development / engineering expenses

Profit /(loss) for year before 8525.36 4386.12 exceptional items and tax

Exceptional items - loss (net) - -

Profit /(loss) before tax 8525.36 4386.12

Tax expenses /(credit) 4785.87 1685.48

Profit after Depreciation & Tax 3739.49 2700.64

Profit for the year 3739.49 2700.64

Add:Balance brought forward 2407.12 192.19 from Previous Year

Balance available for 6146.61 2892.83

Appropriation

General Reserve 280.50 135.50

Interim Dividend /Proposed 400.00 300.00 Dividend

Tax on Equity Dividend 67.99 50.21

Balance carried to Balance Sheet 5398.12 2407.12

REVIEW OF OPERATIONS:

Your company''s profit raised almost 1.38 times as compared to last year. The figure of Sales and other income marginally are also increased 2.15 times for the year under review at Rs. 53317.5 Lacs as against that of Rs. 24,801.89 Lacs in the previous year. The Company''s Profit before interest, depreciation and tax is Rs. 9906.39 Lacs as compared to Rs. 5081.52 Lacs in the previous year.

REVENUEFROM Yearly Revenue DIFFERENT SEGMENTS (Amount in Rs Lacs) 2013 2014 Solar Power Plant Operation Business 461.77 2327.64

Manufacturing and sale of solar 20852.23 48363.78 power system

Transformers Manufacturing 2963.94 2169.45

DIVIDEND:

Considering the Company''s financial performance, the Directors have recommended a dividend of Rs. 0.2/- per share (20%) on the capital of 20,00,00,000 Ordinary Shares of Rs. 1/- each for FY 2013-14 (which was 15% in FY 2012-13) and the same will be paid on or after October 25, 2014. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 4.67 crores (previous year: 3.50 crores) including dividend distribution tax, resulting in a payout of 12.51% (FY 2012-13: 12.57%) of the profits of the Company.

AWARD AND RECOGNITION:

Your Directors are pleased to inform that our Company was rated 2nd by the Business World Magazine in the category of ''India''s Fastest Growing Companies''. Further our Company once again received certification from "International Organization for Standardization" for technique i.e. ISO 9001:2008.

At international level, being the clean energy producing Company, our Company''s project got registered under Clean Development Mechanism (CDM) operated by the United Nations Framework Convention for Climate Change. Company can now claim for Certified Emission Reduction (CER) credit certificates for the electricity generated from 31st December 2012 to 30th December 2019. It will become another source of revenue to the Company as these certificates are tradable in the international market. Our Company became proud Official Channel Partner of "Ministry of New and Renewable Energy (MNRE) for off grid solar applications".

OPERATIONS AND BUSINESS PERFORMANCE HIGHLIGHTS:

Your Company once again registered a high growth and increased profitability in the year 2013-14. Some of the highlights are given in the following points:

- Company has achieved a milestone in the solar power industry. Being the first Company in Solar Power Project under REC Mechanism, till March 31, 2014 Ujaas has successfully commissioned, cumulative 105.18 MWp Solar Power Projects.

- Installation of approx 1MW roof top grid tied solar PV system under our section Ujaas My site.

- Achieved a milestone of 105.18 MW in the fiscal 2013-14.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Report on Corporate Governance and Auditors'' Certificate, are included in the Annual Report.

DIRECTORS:

In this year the designation of Mr. Anurag Mundra and Mr. Vikalp Mundra was changed from Whole Time Directors to Joint Managing Directors w.e.f. 26th July, 2013. As per the provisions of the Companies Act 2013, every listed public company shall have at least one-third of the total number of directors as Independent Directors. In our company we already have 5 (Five) Independent Directors viz. Mr. Nilesh Rathi, Mr. Narendra Beli, Mrs. Aarti Jhaveri, Mr. Rajiva Srivastava and Mr. Santosh Muchhal. Mrs. Aarti Jhaveri, Mr. Rajiva Srivastava and Mr. Santosh Muchhal have intimated their consent for their appointment Independent Directors of the Company under the Companies Act, 2013 for a period of 2 (Two) consecutive years, effective from April 01, 2014 upto March 31, 2016, with their period of office not liable to be determined by retirement of Directors by rotation. Due to their enhanced professional Commitment, the other two directors Mr. Nilesh Rathi & Mr. Narendra Beli has requested to relieve them from the post of Independent Director of the company after ensuing Annual General Meeting.

The Company has received the Notices from Members under Section 160 of the Companies Act, 2013 along with required deposits proposing the appointment of the above-mentioned three Directors as Independent Directors of the Company at this Annual General Meeting. The Company has also received the requisite disclosures/declarations from the said directors as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Appropriate Resolutions seeking the appointments of the above three Directors of the Company, have already been included in the notice of the Annual General Meeting.

Further to comply with the provisions of Section 152 no independent Director is liable to retire by rotation. Only the Executive Directors and Non-executive Directors, who are not Independent Directors are liable to retire by rotation. In view of this provision of the Act, Mr. Anurag Mundra (DIN: 00113172) is liable to retire at the Fifteenth Annual General Meeting and being eligible offer himself for re- appointment. His retirement and re-appointment at the ensuing Annual General Meeting shall not constitute a break in his existing appointment as the Joint Managing Director of the Company. The Board of Directors recommends his re- appointment at the ensuing Annual General Meeting.

NOMINATION AND REMUNERATION COMMITTEE

In Compliance with the provisions of Companies Act, 2013, your Company re- aligned its existing Remuneration Committee as "Nomination and Remuneration Committee" with enhanced scope and functions as stipulated under the new law. The Nomination and Remuneration Committee of the Company comprises of Mrs. Aarti Jhaveri as Chairman of the Committee and Mr. Narendra Beli, Mr. Rajiva Srivastava and Mr. Nilesh Rathi as members of the Committee.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Company re - aligned its existing ''shareholders / Investors Grievance Committee'' as ''Stakeholders'' Relationship Committee'', with an enhanced scope and functioning. The Stakeholders'' Relationship Committee comprises of Mr. Nilesh Rathi as Chairman of the Committee and Mr. Narendra Beli and Mrs. Aarti Jhaveri as Members of the Committee.

COST AUDITOR:

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Vijay P. Joshi & Associates, Cost Accountants, (Firm Registration No.00267) Indore, as the Cost Auditors of your Company for the Financial Year 2014-15 on the recommendations made by Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 50,000/- plus Service Tax and out of pocket expenses, your Company carries out an audit of cost accounts being the electricity generating company.

Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included in the notice of the Annual General Meeting.

The Cost Compliance Report of your Company for the Financial Year ended 31st March, 2013, which was due for filing with the Ministry of Corporate Affairs by 30th September, 2013, is in process.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

-in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable accounting standards have been followed, along with Proper explanation relating to material departure, if any;

-accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2014 and of profit of the Company for the year ended on that date;

-proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

-the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS:

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No.0743C), the statutory Auditors of the company retires at the close of this Annual General Meeting and is eligible for re-appointment. As per the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee of the Board has recommended to re-appoint M/s. Ashok Khasgiwala & Co., Chartered Accountants, as statutory auditors of the Company for a period of Two years i.e. upto Financial Year 2015-16. As required under provisions of section 139 of the Companies Act, 2013, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the provisions of the Act.

AUDITORS'' REPORT:

The Notes forming part of the financial statements referred to in Auditors'' Report of the Company are self-explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

INSURANCE:

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

ELECTRONIC REGISTRAR:

M/s. Bigshare Services Pvt. Ltd., Mumbai is our registrar for electronic connectivity with NSDL and CDSL.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended.

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

On a Standalone basis, the foreign exchange earnings of your Company during the year under review amounted to Nil as there is no export activity of your company. The foreign exchange outflow during the year was Rs. 91.35 crore (previous year Rs. 6.38 crore), mainly on account of import of Solar Modules.

PARTICULARS OF THE EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, the names and other particulars of the employees is set out in the annexure attached to the Directors'' Report.

GREEN INITIATIVE:

We started a sustainability initiative with the aim of going green and minimizing our impact on the environment. Like, last year this year too we are mailing our Annual Report in soft copy to the all stakeholders whose email-id are registered with the depositories and the printed physical copy will be sent to only those shareholders whose email is bounced or not registered. We are requesting to all the shareholders that kindly update your email id with your DPs.

SUBSIDIARY:

The Company has formed two foreign subsidiaries named "Ujaas Energy HK Limited" at Hongkong and "Eizooba Energy One Limited" at Uganda, incorporated as on 19th May, 2014 and 16th July, 2014 respectively in the process of enhancement of its business.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company already initiated many steps to fulfill its Corporate Social Responsibility, it has now adopted the Policy of Corporate Social Responsibility as mandated under the Companies Act, 2013 and allocated fund towards such activities. The Board has also formed a CSR Committee comprising of Mr. Anurag

Mundra as Chairman of the Committee and Mr. S. S. Mundra, Mr. Vikalp Mundra and Mrs. Aarti Jhaveri as Members of the Committee. Ujaas distributed good quality school bags with stationery items to the students of government schools located in the Villages near to our various Solar Power Generating Site like Amba, Dhabla Sondhiya, Rojhani, Jogibardiya, jaisingpura etc.

For this year, we are joining hands with Barli Development Institute for Rural Women, an Institute which conducts residential training programme for rural, village and tribal women who did not get the opportunity of schooling and those who dropped out school as our CSR partner. Company is providing 4KW Roof top Solar System to the institute and also taking steps towards joined campaigning for the upliftment of Women. We are also looking forward to provide Shudhu Water Purification Tablets to the villagers as maximum diseases in the world are water borne diseases. We are trying to provide all the possible facilities to different villages situated near to our Solar Power Generation Sites.

ACKNOWLEDGMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers and to other Financial Institutions for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

Place: Indore S.S.Mundra Dated :14.08.2014 Chairman & Managing Director DIN : 00113199

Mar 31, 2013

Dear Members,

The Directors are pleased to present the Fourteenth Annual Report of your Company together with the Audited Accounts and the Auditors'' Report of your Company for the financial year ended, 31st March, 2013 The summarized financial results for the financial year ended 31st March, 2013 are as under:

FINANCIAL RESULTS:

Rs in Lacs Particulars 2012-13 2011-12

Sales (Including 24801.88 3697 35

other income)

Profit before 5081 53 341 59

interest & depreciation

Profit Before Tax 4386 12 201 51

Profit after 2700 64 96 87

Depreciation & Tax

Prior Period Adjustment 0 00 4 92

Profit for the year 2700 64 91 95

Add: Balance brought 192 20 100 25

forward from Previous Year

Less: Capitalized for 0 00 0 00

Bonus Issue

Balance available 2892 83 192 20

for Appropriation

Interim Dividend / 300 00 0 00

Proposed Dividend

Tax on Equity Dividend 50 21 0 00

Balance transferred to 135 50 0 00

General Reserve

Surplus carried to 2407 12 192 20

Balance Sheet

REVIEW OF OPERATIONS:

Your Company has recently entered into new business sector viz Solar Power Generation and Manufacturing, Sales & Services of Solar Power Systems which is been branded as "UjaasÂ The company''s profit raised almost 29 times as compared to last year in the very first year of its new divisions The Company will try to maintain its performance in the coming years The figure of Sales and other income marginally are also increased 6 times for the year under review at Rs 24,801 88 Lacs as against that of Rs 3697 35 Lacs in the previous year The Company''s Profit before interest, depreciation and tax is Rs 5081 53 Lacs as compared to Rs 341 59 Lacs in the previous year

DIVIDEND:

During the year 2012 13 your Company demonstrated improved business and profitability performance and therefore the Board of Directors of your company had earlier approved the payment of an Interim Dividend @ 5% i e 0 50/ per share when the Face value of Shares were of Rs 10/ per share amounting to Rs 1 00 Cr , which was paid in the month of August, 2012 Further the Board has recommended the payment of Final Dividend @10% on equity shares of Rs 1 00/ each (Rs 0 10/ per equity share) for the year 2012 13 With this, the total dividend for the fiscal year 2012 13 is at 15% [5% on the equity shares of Rs 10/ each (before subdivision) and 10% on the equity shares of Rs 1/ each] total amounting to Rs 3 00 Cr on its paid up equity capital of Rs 20 00 Cr

AWARD AND RECOGNITION:

Your Directors are pleased to inform you that our Company''s project for existing solar power project is under the stage of "Request for Registration" at the website of United Nations Framework Convention for Climate Change and will be soon get registered under Clean Development Mechanism(CDM) for the same Our Company will start earning through Certified Emission Reduction (CER) credits, by trading them in the international market

Further our company again in the process of registration of our new project of 15MWp Solar Power under CDM

OPERATIONS AND BUSINESS PERFORMANCE HIGHLIGHTS:

Maintaining the continuity of the business growth and profitability performance, your Company again registered growth and higher profitability despite escalating input costs and economic recession Some of the highlights are given in the following points:

Agreement(s) (Letter of Commitment) with Govt of M P to set up 99 25 MW Solar Power Plants at various locations in the State of Madhya Pradesh These agreement(s) (Letter of Commitment) were signed on 29th Oct , 2012 in Global Investor Summit held at Indore

Installation of 20KW roof top grid tied solar PV system in the Shri Ram Chandra Mission''s Ashram (SRCM) at Manapakkam, Chennai under our brand Ujaas

2A grade rating by ICRA (Credit Rating Agency) and became the Official Channel Partner of "Ministry of New and Renewable Energy(MNRE) for Off Grid Solar applications"

Solar RECs have been traded at Rs 13400 (Rs 13 40 per unit) at the Indian Energy Exchange (IEX), trading session held on 28th March, 2013

Successful commissioning of 27MWp (including 2MWp of M And B Switchgears Limited) Solar Power Plants under our Brand Ujaas as on 31st March, 2013

The Company registered improved performance on all key parameters

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of this Annual Report

EQUITY SHARE CAPITAL:

During the year under review, the Company has increased its Authorised Share Capital from Rs 25 00 Cr (Rupees Twenty Five Crore only) to Rs 30 00 Cr (Rupees Thirty Crore only) However there is no change in the Paid up capital of the company

Subsequently, the Company has sub divided its Equity Shares, including the Paid up Shares, such that, each existing Equity Share of nominal value of Rs 10/ (Rupees Ten only) was sub divided into 10 (Ten) Equity Shares of nominal value Rs 1/ (Rupee One only) each, and consequently, the Authorized Share Capital of Rs 30,00,00,000/ (Rupees Thirty Crores only) comprises of 30,00,00,000 (Thirty Crore) Equity Shares of Rs 1/ (Rupee One only) each

DIRECTORS:

The Board consists of executive and non executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning

In terms of Articles of Association of the Company Mrs Aarti Jhaveri, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re appointment Further, Mr Santosh Muchhal and Mr Rajiva Kumar Srivastava were appointed as Additional Independent Directors of the Company as on 24th April, 2013 and they hold office upto the date of the ensuing AGM and notices under Section 257 of the Act has been received from Members signifying their intention to propose Mr Muchhal''s & Mr Srivastava''s appointment as a Director

Your Directors propose for the approval of the members at the forthcoming Annual General Meeting and recommends to pass necessary resolution to that effect as set out in the notice of the Annual General Meeting

COST ACCOUNTANT :

M/s Vijay P Joshi & Associates, Cost Accountants, Indore, were reappointed as your Cost Auditor for the Financial Year 2012 13 A certificate of Compliance of Cost Accounting Records shall be received till the month of September as the working for Cost Audit is under process, at the final stage of preparation and completion as on date The Cost Auditor has issued a provisional Compliance Certificate to the Company for the year 2012 13

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed, along with Proper explanation relating to material departure, if any;

-accounting policies selected were applied consistently Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2013 and the profit of the Company for the year ended on that date;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

the annual accounts of the Company have been prepared on a going concern basis

AUDITORS:

M/s Ashok Khasgiwala & Co , Chartered Accountants, Indore (Firm Reg No 0743C), the statutory Auditors of the company retire at the close of this Annual General Meeting and is eligible for re appointment The Company has received confirmation from the Auditors that their re appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 The Audit Committee of the Board has recommended their re appointment The necessary resolution is being placed before the shareholders for approval

AUDITORS'' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956

INSURANCE:

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

ELECTRONIC REGISTRAR:

Our registrar for electronic connectivity with NSDL and CDSL is M/s Bigshare Services Pvt Ltd , Mumbai

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58A of the j Companies Act, 1956 read with the Companies I (Acceptance of Deposits) Rules, 1975, as amended

INDUSTRIAL RELATIONS:

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in respect of I conservation of energy and technology I absorption have not been furnished considering fl the nature of activities undertaken by the company '' during the year under review Further during the year under review, the Company has not earned ! foreign exchange and used foreign exchange worth '' 33 41 Cr

PARTICULARS OF THE EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, the names and other particulars of the employees is set out in the annexure attached to the Director''s Report

GREEN INITIATIVE:

During the previous fiscal year we started a sustainability initiative with the aim of going green and minimizing our impact on the environment Like, last year this year too we are mailing our Annual Report in soft copy to the all stakeholders whose email id are registered with the depositories and the printed physical copy will be sent to only those shareholders whose email is bounced or not registered We are requesting to all the shareholders that kindly update your email id with your DPs

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Our company has initiated many efforts to provide the basic facilities to the Villages situated near to our various Solar Power Generating Site Some of them are installation of Solar Street Lights at the Villages and distribution of School Bags to the School Children etc

For this year, our plan is to promote the education of village children, as the children are the future of our nation and school is the base to build nation''s Future So we will provide all the possible facilities to different schools situated near to our Solar Power Generation Sites

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers and to other Financial Institutions for the assistance, co operation and encouragement they extended to the Company Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customers, Vendors and Employees in ensuring an excellent all around operational performance

For & On Behalf of the Board

S S MUNDRA

Place: INDORE CHAIRMAN CUM

Dated: 28th May, 2013 MANAGING DIRECTOR

Mar 31, 2012

The Directors are pleased to present the Thirteenth Annual Report of your Company together with the Audited Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2012. The summarized financial results for the financial year ended 31st March, 2012 are as under:

FINANCIAL RESULTS:

Particulars 2011-12 2010-11 (Rs in Lacs) (Rs in Lacs)

Sales (Including other 3697.35 3389.89 income)

Profit before interest & 341.59 338.30 depreciation

Profit Before Tax 201.51 121.78

Profit after Depreciation & 96.87 79.19 Tax

Prior Period Adjustment 4.92 4.36

Profit for the year 91.95 74.83

Add: Balance brought forward 100.25 235.44 from Previous Year

Less: Capitalized for Bonus 0.00 210.02 Issue

Balance available for 192.20 100.25

Appropriation

Surplus carried to Balance 192.20 100.25 Sheet

REVIEW OF OPERATIONS:

Your Company has entered into new business sector viz. Solar Power Generation and One Stop Solution for Solar Power Plant which is been branded as "Ujaas" and thus the resources of the Company were being utilized for setting up new projects. Although the Company had tried to maintain its performance for the year under review. Sales and other income marginally for the year under review at Rs. 3697.35 Lacs as against that of Rs.3389.89 Lacs in the previous year. The Company's Profit before interest, depreciation and tax is Rs. 341.59 Lacs as compared to Rs. 338.30 Lacs in the previous year.

DIVIDEND:

Though during the year 2011-12 your Company demonstrated improved business and profitability performance but considering the need to conserve resources for capital investment in fixed assets and working capital requirement to meet the envisaged business growth, your Directors do not recommend dividend on equity shares for the year.

However, considering an expected better performance, your Directors have declared an Interim Dividend @ 5% for the Financial Year 2012-13 on the paid-up Equity Share Capital of the Company. The Company has kept a Book Closure for determining the eligible shareholders on 30th August, 2012 and 31st August, 2012 (both days inclusive).

AWARD AND RECOGNITION:

Your Directors are pleased to inform you that our Company has become First Company in India to put up a solar power plant Under REC mechanism. This plant has also received Solar REC, which is being traded through the two Power Exchanges of India i.e. Power Exchange India Limited and Indian Energy Exchange Limited.

Your Directors also want to share with you that the Company is in the process of receiving Carbon Credit Certificates under the Clean Development Mechanism. It will help in recognition of your company in the international market as these Carbon Credits are salable in the international market.

OPERATIONS AND BUSINESS PERFORMANCE:

Maintaining the continuity of the business growth and profitability performance, your Company again registered growth and higher profitability despite escalating input costs and economic recession.

The Company registered improved performance on all key parameters.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges forms part of this annual report.

PAID UP CAPITAL:

During the year under review, the Company made its maiden Public issue by way of issue of 50,00,000 (Fifty Lac) Equity Shares of Rs.10/- (Rupees Ten Only) each at a premium of Rs. 176/- (Rupees One Hundred Seventy Six Only) as its Initial Public offer to the public. The Equity Shares of the Company got listed on BSE Limited and the National Stock Exchange of India Limited with effect from 20th October, 2011.

Subsequently, the paid up Equity Share Capital of the Company stands at Rs. 20.00 Crore (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company Mr. S. S. Mundra, and Mr. Vikalp Mundra retires by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Your Directors propose for the approval of the members at the forthcoming Annual General meeting and recommends to pass necessary resolution to that effect as set out in the notice of the Annual General Meeting.

DISINVESTMENT FROM SUBSIDIARY:

Proximo Energy Concept Private Limited

During the year under review M/s Proximo Energy Concept Private Limited, was incorporated as a wholly owned subsidiary and later, the same was discontinued to be the subsidiary of our Company. The Company, post disinvestment holds 0.00% paid-up Equity Share Capital in the said Company.

COST ACCOUNTANT COMPLIANCE CERTIFICATE:

M/s. Vijay P. Joshi & Associates, Cost Accountants, Indore, were appointed as the Cost Auditor for the Financial Year 2011-12. A certificate of Compliance of Cost Accounting Records shall be received till the month of September as the working for Cost Audit is under process, at the final stage of preparation and completion as on date. The Cost Auditor has issued a provisional Compliance Certificate to the Company for the year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that:

- in the preparation of accounts, the applicable accounting standards have been followed, along with necessary explanation, for any material departure, if any;

- accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of financial year ended March 31, 2012 and the profit of the Company for the year ended on that date;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

- the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS:

M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (Firm Reg. No.0743C), the statutory Auditors of the company retire at the close of this Annual General Meeting and is eligible for re-appointment. The Company has received confirmation from the Auditors that their re-appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

AUDITORS' REPORT:

The report of the auditors of the Company and notes to the accounts are self explanatory and therefore do not call for any further comments and may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

INSURANCE:

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

ELECTRONIC REGISTRAR:

Our registrar for electronic connectivity with NSDL and CDSL is M/s. Bigshare Services Private Ltd., Mumbai.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

Further Income Tax Department has conducted a survey in the month of July 2012 and in order to avoid protracted litigation with revenue authority the Company has recorded an additional income of Rs. 11.00 Cr. for the financial year 2012 -2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

PARTICULARS OF THE EMPLOYEES:

During the year under review, none of the employees of the Company had drawn more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, hence, information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, is not applicable.,

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers and to other Financial Institutions for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Customer, Vendors and Employees in ensuring an excellent all around operational performance.

For & On Behalf of the Board

Place: Indore S. S. MUNDRA

Date: 13.08.2012 CHAIRMAN CUM MANAGING

DIRECTOR

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