Ujaas Energy Ltd

Dear Shareholders,

The Hon'ble National Company Law Tribunal, ("NCLT"), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process ("CIRP") of Ujaas Energy Limited ("Company") ("Admission Order") in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time ("Code").

The National Company Law Tribunal ('NCLT'), Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB) 9 of 2020 dated on 13th October 2023 ('Approval Order Date'), approved the Resolution Plan ("Plan Approval Order") submitted by SVA Family Welfare Trust and M&B Switchgears ( Resolution Applicant ) for the Company. Your Directors hereby present Twenty Fifth 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

"Ujaas", in local language stands for — "Light at the Dawn". Ujaas is one of the leading solution providers in the Indian solar power sector focused on developing, operating, owning and maintaining a diversified portfolio of solar 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 & COMPANY'S STATE OF AFFAIRS

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

(Rs.in lakh except for EPS)

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

3. PERFORMANCE REVIEW OF UJAAS

On the Standalone basis, during theF.Y. 2023-24 under review, your Company's 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: -

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.

AND PROTECTION FUND

As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company was required to transfer the unclaimed 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.

VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any Subsidiary, Associates

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.

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 ("Equity 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 20th October, 2023,

50.00. 000 equity shares of Rs. 1 each aggregating to Rs. 50,00,000 ("Equity 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 Hon'ble National Company Law Tribunal, Indore Bench ("NCLT") 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:

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.

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 ( "Equity 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 ("Equity 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 Company's 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 ( 'Demerged Undertaking 1'' and 'Demerged Undertaking 2'' 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.

COMPANIES ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board's Report are in compliance with the provisions of Section 129 or

Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

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.

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.

• 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.

• STATUTORY AUDITORS' REPORT

The audit qualifications, reservations, adverse remarks or disclaimers in the Auditors' 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 ith 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.

• 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.

• 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 Board's 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.

• 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 Company's 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. • 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:

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 re- enactments) thereof for the time being in force), the Directors of the Company confirms that: -

a) In the preparation of the annual accounts for the year ended March 31, 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 oing 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.

23. 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.

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 Company's (Corporate Social Responsibility policy) Rules, 2014.

The Company's policy on CSR is available on the Company's 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 Company's 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 Company's policy on Risk Management is available on the Company's 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 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 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 Board's 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 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.

33. LISTING STATUS

Company's shares are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid annual listing fee for Financial Year 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 organization's growth and its sustainability in the long run.

Company's 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 Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliance environmental regulations and preservation of natural resources.

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.

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.

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 Board'sReport.

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

The Hon'ble National Company Law Tribunal, ("NCLT"), had vide its order dated September 17, 2020 admitted the application for the initiation of the corporate insolvency resolution process ("CIRP") of Ujaas Energy Limited ("Company") ("Admission Order") in terms of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder, as amended from time to time ("Code").

The National Company Law Tribunal ('NCLT'), Indore Bench, vide order no. IA/190 (MP) 2021 IN CP (IB) 9 of 2020 dated on 13th October 2023 ('Approval Order Date'), approved the Resolution Plan ("Plan Approval Order") submitted by SVA Family Welfare Trust and M&B Switchgears ( Resolution Applicant ) for the Company.

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

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.

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 Company's 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 co- operations. We, place on record our appreciation for the contribution made by our Employees at all levels.

For UJAAS ENERGY LIMITED