Dear Shareholders,
Your Directors hereby present Twenty Seventh Annual Report on the
performance of your Company together with the Audited Standalone Financial Statements for
the Financial year ended 31st March 2026.
1. COMPANY OVERVIEW
"Ujaas", in the local language, means "Light at the
Dawn." Ujaas is one of the leading solution providers in the Indian solar power
sector, focused on developing, operating, owning, and maintaining a diversified portfolio
of solar power plants under its flagship brand 'UJAAS'.
The Company is also active in the electric vehicle sector, offering
efficient and cost-effective electric scooters designed for easy navigation. By combining
advanced technology with affordability, Ujaas is committed to serving both its customers
and the environment in the best possible way.
The Company's corporate headquarter is located in Indore, Madhya
Pradesh.
2. FINANCIAL HIGHLIGHTS & COMPANY'S STATE OF AFFAIRS
The Company's financial performance on Standalone Basis, for the
year under review along with previous year figures are given hereunder:
(Rs.in lakh except for EPS)
| PARTICULARS |
STANDALONE |
|
2025-26 |
2024-25 |
| Revenue from Operations |
1663.85 |
2693.51 |
| Other Income |
938.35 |
742.01 |
| Total Expenses |
2119.61 |
2332.25 |
| EBITDA* |
546.12 |
1183.26 |
| Depreciation |
48.13 |
49.65 |
| Interest and other borrowing cost |
15.40 |
30.34 |
| PBT (profit before tax) |
482.59 |
1103.27 |
| Tax expenses |
166.33 |
218.23 |
| PAT (profit after tax) |
316.26 |
885.04 |
| EPS (earning per share) |
0.24 |
0.66 |
* Earning before finance cost, tax and depreciation and amortization
expenses.
3. PERFORMANCE REVIEW OF UJAAS
On the Standalone basis, during F.Y. 2025-26 under review, your
Company's Gross Revenue from operations stood at INR 1663.85 lakhs compared to INR
2693.51 lakhs in the previous year. The Net Profit of the Company stood at INR 316.26 lakh
against INR 885.04 lakh reported in the previous year.
Segment-wise Revenue details are as under: -
| REVENUE FROM DIFFERENT SEGMENTS |
Yearly Revenue (INR in Lakh) |
|
2026 |
2025 |
| Solar Power Plant Operation |
1707.04 |
2723.68 |
| Business |
|
|
| Manufacturing and sale of solar power system |
573.45 |
402.81 |
| EV |
27.87 |
96.02 |
| Un-allocable Income |
293.84 |
213.01 |
In view of the inadequate profits earned by the Company during the
financial year, the Board of Directors has not recommended any dividend to the
shareholders of the Company for the financial year ended March 31, 2026.
The Board of Directors, at its meeting held on April 19, 2025, approved
the allotment of bonus equity shares in the ratio of 17 (seventeen) fully paid-up equity
shares of 1/- each for every 25 (twenty-five) fully paid-up equity shares held by the
eligible public shareholders of the Company, for achieving compliance with the Minimum
Public Shareholding (MPS) requirement. Further, at its meeting held on August 26, 2025,
the Board approved the allotment of bonus equity shares in the ratio of 2 (two) fully
paid-up equity shares of 1/- each for every 1 (one) fully paid-up equity share held by the
eligible public shareholders of the Company, also for the purpose of complying with the
Minimum Public Shareholding (MPS) requirement.
5.TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves for the
financial year 2025-26.
6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company has not transferred any
amount/shares to the Investor Education and Protection Fund (IEPF).
7. SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL
STATEMENTS
The Company does not have any Subsidiary, Associates Company &
joint ventures as on 31st March 2026. As there is no Subsidiary Company as on 31st March
2026 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. 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 to Rs.
52,00,00,000/- (Rupees Fifty Two Crores only) divided into 52,00,00,000 (Fifty Two 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
10,66,26,581 (Rupees Ten Crore Sixty-Six Lakh
Twenty-Six Thousand Five Hundred Eighty-One only), divided into
10,66,26,581 (Ten Crore Sixty-Six Lakh Twenty-Six Thousand
Five Hundred Eighty-One) equity shares of 1/- (Rupee One only) each, to
13,33,97,814 (Rupees
Thirteen Crore Thirty-Three Lakh Ninety-Seven Thousand Eight Hundred
Fourteen only), divided into 13,33,97,814 (Thirteen Crore Thirty-Three Lakh Ninety-Seven
Thousand Eight Hundred Fourteen) equity shares of 1/- (Rupee One only) each.
The paid-up equity share capital of the Company as on March 31, 2026,
stood at 13,33,97,814
(Rupees Thirteen Crore Thirty-Three Lakh Ninety-Seven Thousand Eight
Hundred Fourteen only), divided into 13,33,97,814 (Thirteen Crore Thirty-Three Lakh
Ninety-Seven Thousand Eight
Hundred Fourteen) equity shares of 1/- (Rupee One only) each.
The Board of Directors, at its meeting held on April 19, 2025, approved
the allotment of bonus equity shares in the ratio of 17 (seventeen) fully paid-up equity
shares of 1/- each for every 25 (twenty-five) fully paid-up equity shares held by the
eligible public shareholders of the Company, for achieving compliance with the Minimum
Public Shareholding (MPS) requirement.
Further, at its meeting held on August 26, 2025, the Board approved the
allotment of bonus equity shares in the ratio of 2 (two) fully paid-up equity shares of
1/- each for every 1 (one) fully paid-up equity share held by the eligible public
shareholders of the Company, also for the purpose of complying with the Minimum Public
Shareholding (MPS) requirement.
The Company has issued 12,75,70,000 equity shares on a preferential
basis to persons other than the promoters and promoter group.
Further, the Company has also issued 24,00,00,000 equity shares on a
preferential basis to the promoter, in accordance with the Resolution Plan approved by the
Hon'ble National Company Law Tribunal (NCLT) vide order dated October 13, 2023. Both
the aforesaid issuances were approved by the Board of Directors at its meeting held on
November 03, 2025 and subsequently approved by the members of the Company at the general
meeting held on December 01, 2025. The Company has filed in-principle applications with
the stock exchanges, and the approvals are currently pending.
As per the approved Resolution Plan dated October 13, 2023, the Company
is required to issue 34,00,00,000 equity shares to the Resolution Applicant. Out of the
same, the Company has already issued and allotted 10,00,00,000 equity shares by way of
conversion of loan into equity on the effective date of the Resolution Plan, i.e., October
20, 2023.
The remaining amount of 24,00,00,000 has been received as a convertible
loan from the Resolution Applicant, which remains outstanding and is pending conversion
into equity shares. The Company has also confirmed to the stock exchanges that it shall
maintain compliance with the Minimum Public Shareholding (MPS) requirements in accordance
with the Hon'ble NCLT order dated October 13, 2023 and the Securities Contracts
(Regulation) Rules, 1957 at the time of conversion of the said convertible loan into
equity shares.
As on March 31, 2026, none of the Directors of the Company hold any
instruments convertible into equity shares of the Company.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF
THE COMPANY
The Board of Directors, at its meeting held on April 19, 2025, approved
the allotment of bonus equity shares in the ratio of 17 (seventeen) fully paid-up equity
shares of 1/- each for every 25 (twenty-five) fully paid-up equity shares held by the
eligible public shareholders of the Company, for achieving compliance with the Minimum
Public Shareholding (MPS) requirement.
Further, at its meeting held on August 26, 2025, the Board approved the
allotment of bonus equity shares in the ratio of 2 (two) fully paid-up equity shares of
1/- each for every 1 (one) fully paid-up equity share held by the eligible public
shareholders of the Company, also for the purpose of complying with the Minimum Public
Shareholding (MPS) requirement. .
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following Directors, Independent & Non-Independent, serve
on the Board of the Company. In compliance with the provisions of Sections 149, 152 read
with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and SEBI
(LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel
are as follows:
DIRECTORS
| NAME |
DESIGNATION |
DIN |
| 1. Mr. Shyamsunder Mundra* |
Managing Director & Chairman |
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 |
* Mrs. Geeta Mundra was appointed as Chairperson and
Non-Executive Director of the Company with effect from April 15, 2026,
consequent to the cessation of Mr. Shyamsunder Mundra as Managing Director and Chairman of
the Company upon his demise on February 1, 2026.
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 27th Annual General Meeting (AGM) of the Company. 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:
| Name |
Designation |
| 1. Mr. Shyamsunder Mundra* |
Chairman & Managing Director |
| 2. Mr. Anurag Mundra |
WTD & CFO |
| 3. Mr. Sarvesh Diwan |
Company Secretary & Compliance Officer |
During the year under review, the following changes took place in the
composition of the Company's KMP: 1.) *Cessation of Mr. Shyamsunder Mundra as Managing
Director and Chairman of the Company upon his demise on February 01, 2026.
11. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS
During the year under review the Board of Directors met Twelve (12)
times on:
| Quarter 1 |
Quarter 2 |
Quarter 3 |
Quarter 4 |
| 19th April 2025 |
12th August 2025 |
13th October 2025 |
20th January 2026 |
| 28th May 2025 |
26th August 2025 |
03rd November 2025 |
21st February 2026 |
| 02nd June 2025 |
|
12th November 2025 |
|
|
|
25th November 2025 |
|
|
|
27th November 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
2026 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 Directors: All the Independent
Directors of the Company have submitted declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
b) Familiarization Programme: Pursuant to Regulation 25(7) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details
of the Familiarization Programme imparted to the Independent Directors are set out in the
Corporate Governance Report forming part of this Annual Report and are also available on
the Company's website at www.ujaas.com.
c) Meeting of Independent Directors: 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 held on March 24, 2026. Further, details of the meeting of
the Independent Directors are provided in the Corporate Governance Report forming part of
this Annual Report.
13. BOARD EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual evaluation of its own performance, the performance of its
Directors individually, as well as the performance of its Committees.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
satisfaction with the evaluation process. Further details in this regard are provided in
the Corporate Governance Report forming part of this Annual Report.
14. AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with the
provisions of Section 177 of the Companies Act, 2013, read with the rules made thereunder,
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The details of the composition of the Audit Committee and other related
information are provided in the Corporate Governance Report forming part of this Annual
Report.
During the Financial Year 2025-26, there was no instance where the
Board did not accept any recommendation of the Audit Committee.
Further, no fraud was reported during the year under review
15. OTHER COMMITTEES OF THE BOARD
As prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has constituted the following mandatory Committees, in addition to the Audit
Committee referred to in Point No. 14 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, including their composition, number of
meetings held, and attendance of members at such meetings, are provided in the Corporate
Governance Report, which forms an integral part of the Annual Report.
16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability
Report (BRSR) is applicable to the Company. The Business Responsibility and Sustainability
Report for the financial year ended March 31, 2026, is presented in a separate section and
forms an integral part of the Annual Report of the Company.
17. AUDITORS & THEIR REPORTS STATUTORY AUDITORS
Pursuant to the provisions of Sections 139 and other applicable
provisions, if any, of the Companies Act, 2013, read with the rules made thereunder, M/s.
Ashok Khasgiwala & Co. LLP, Chartered Accountants, Indore (Firm Registration No.
C400037), were appointed as the Statutory Auditors of the Company for a term of five
consecutive years, commencing from the conclusion of the 23rd Annual General Meeting until
the conclusion of the 28th Annual General Meeting of the Company.
The Company has received a confirmation from the Statutory Auditors
confirming that their appointment is within the limits prescribed under Sections 139 and
141 of the Companies Act, 2013. The Company has also received a valid Peer Review
Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India (ICAI), as required under the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Auditors' Report forms part of this Annual Report and is enclosed
with the Financial Statements for the information of the members.
The qualifications, reservations, adverse remarks, or disclaimers, if
any, contained in the Auditors' Report for the financial year 2025-26 are as under:
Audit Qualification
a. We draw your attention to Note 38 (a) of the Financial Statements
that the accrued interest of Rs. 17.49 Lakhs on Fixed Deposits with Axis Bank for year
ended 31st March, 2026 has been accounted for by the company but Axis Bank has not
credited the same. Consequently there exists an aggregate difference of Rs. 80.21 Lakhs
between balance as per books of account and confirmation provided by bank to that extent.
b. We draw attention to Note No. 38 (b) of the Financial Statements,
where in the Company's trade receivables as at March 31, 2026, aggregating to Rs.
2855.44 Lakhs, for which external confirmations have not been received from the respective
parties. Accordingly, we are unable to comment on the possible adjustments required if any
in the carrying amount of trade receivable and its impact is presently not quantifiable.
During the year under review, no fraud was reported by the Statutory 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 hereto as Annexure F.
INTERNAL AUDITOR:
M/s. MMM & Co. (formerly known as S.K. Malani
& Co.), Chartered Accountants, Indore, has been appointed as the
Internal Auditor of the Company for the Financial Year 2026-27 to conduct the internal
audit of the Company, as required under Section 138 of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014.
The Company has an adequate Internal Control System commensurate with
the size, scale, and complexity of its operations. The scope and authority of the Internal
Audit function are well-defined. The Audit Committee of the Board of Directors
periodically reviews the adequacy and effectiveness of the Internal Control System and
recommends measures for its further strengthening.
To maintain objectivity and independence, the Internal Auditor reports
directly to the Chairman of the Audit Committee. Based on the reports of the Internal
Audit function, the Company undertakes corrective actions in the respective areas and
thereby strengthens its internal controls. The recommendations of the Internal Auditor,
along with the corrective actions taken thereon, are placed before the Audit Committee of
the Board. The implementation status of such recommendations is regularly monitored by the
Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed Mr. Ashish Karodia, Practicing Company Secretary
(Membership No. F6549 and Certificate of Practice No. 6375), to undertake the Secretarial
Audit of the Company for a term of five consecutive years, commencing from the financial
year 2025-26 and continuing up to the financial year 2029-30.
The Secretarial Audit Report for the financial year 2025-26, in the
prescribed Form MR-3, is annexed to this Board's Report as Annexure A.
18. CREDIT RATING
During the year under review, the Company did not avail any credit
rating from any credit rating agency
19. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1)
OF THE COMPANIES ACT, 2013
In terms of Section 131 of the Companies Act, 2013, the Financial
Statements and Board's Report are in compliance with the provisions of Sections 129
and 134 of the Companies Act, 2013, and no revision has been made in any of the three
preceding financial years.
20. RELATED PARTY TRANSACTIONS
Process and Approval Mechanism: Your Company has established a robust
governance framework for the approval and monitoring of Related Party Transactions. A
comprehensive process has been implemented for the identification of related parties, and
a list of such related parties is maintained to ensure that no transaction with a related
party is entered into without the prior approval of the Audit Committee.
In addition, all Related Party Transactions are reviewed by the Audit
Committee and the Board of Directors on a quarterly basis. The Audit Committee may also
obtain external certification, wherever considered necessary, to ensure that such
transactions are conducted on an arm's length basis and in the ordinary course of
business.
The Audit Committee grants omnibus approval for transactions that are
repetitive and routine in nature, in accordance with the criteria approved by the Board.
Special or event-based transactions are approved separately by the Audit Committee in line
with the Company's Policy on Related Party Transactions.
The Policy on Related Party Transactions, as approved by the Board of
Directors, is available on the Company's website 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
into with the Promoters, Directors, Key Managerial Personnel, or other designated persons
that may have had a potential conflict with the interests of the Company; (ii) all Related
Party Transactions were carried out in the ordinary course of business and on an
arm's length basis; and (iii) no material Related Party Transactions were entered
into during the year, as defined under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Company's Policy on Related Party Transactions.
Accordingly, the disclosure of Related Party Transactions in Form AOC-2
is not applicable.
The shareholders may refer to Note No. 33 to the Financial
Statements, which sets out the disclosures relating to Related Party Transactions.
21. LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees, and investments, if any, covered
under Section 186 of the Companies Act, 2013, form part of the Notes to the Financial
Statements included in this Annual Report.
22. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits outstanding as on
31 March 2026. Further, the Company has not accepted any deposits or loans in
contravention of the provisions of Chapter V of the Companies Act, 2013, and the rules
made thereunder.
The Company has filed Form DPT-3 in compliance with the applicable
provisions of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules,
2014, for the financial year ended 31 March 2026, in respect of amounts received by the
Company that are not considered as deposits under the aforesaid provisions, as amended
from time to time.
23. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee has formulated a Policy for
the selection and appointment of Directors, including the criteria for determining
qualifications, positive attributes, and independence of Directors, Key Managerial
Personnel, and Senior Management Personnel, as well as their remuneration and other
matters as provided under Section 178(3) of the Companies Act, 2013.
An extract of the Policy covering the aforesaid requirements is annexed
to this Board's Report as Annexure B.
The Company affirms that the remuneration paid to its Directors is in
accordance with the Nomination and Remuneration Policy of the Company. The Nomination and
Remuneration Policy of the Company is available on the Company's website at:
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, and 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 to this Board's Report.
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013(including any
statutory modification (s) or re-enactment(s) thereof for the time being in force), the
Directors of the Company confirms that: -
a) In the preparation of the annual accounts for the year ended March
31, 2026, 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 31,2026 and of the
profit of the Company for the financial year ended on March 31, 2026;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a ‘going
concern' basis;
e) Proper internal financial controls are followed by the Company and
that such financial controls are adequate and are operating effectively; and
f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and such systems are adequate and operating effectively.
26. PARTICULARS OF EMPLOYEES
Details pursuant to Section 197(12) of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
form part of this Report and are annexed hereto as Annexure D to this Board's Report.
There are no instances of employees who were in receipt of remuneration
in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013, read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the rules made thereunder.
27. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Blower Policy to enable reporting of genuine
concerns or grievances. The Whistle Blower Policy has been hosted on the Company's
website at: 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 the 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 to this Report in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The Company's CSR Policy is available on the Company's
website at: https://www.ujaas.com/wp-content/
uploads/2014/03/Policy-on-Corporate-Social-Responsibility.pdf
29. MANAGEMENT DISCUSSION& ANALYSIS REPORT
The Management Discussion and Analysis Report (MD&A) for the year
under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms
part of this Annual Report of the Company.
30. CORPORATE GOVERNANCE
Your Company believes in adopting the best practices of corporate
governance, as they form the foundation upon which an organization is built. Keeping in
view the above, the Company has implemented a robust corporate governance structure and
policies which complement each other and continue to steer the Company through various
challenges.
The Report on Corporate Governance and the certificate issued by the
Secretarial Auditors of the Company regarding compliance with corporate governance
requirements, as stipulated under Regulation 34 read with Part C of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a
separate section and form part of this Annual Report.
31. RISK MANAGEMENT
In today's economic environment, risk management is an important
aspect of business. The primary objective of risk management is to identify, monitor, and
take precautionary measures in respect of events that may pose risks to the business.
(a) Risk Management Committee:
Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Risk
Management Committee. As on the date of this Report, the Committee comprises Vikalp Mundra
(Member), Mr. Anurag Mundra (Chairman), and Mr. Nilesh Rathi as its members. The Committee
is responsible for formulating, implementing, and monitoring the risk management framework
and plan of the Company.
(b) Risk Management Policy:
The Company has in place a Risk Management Policy in accordance with
the requirements of the 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 procedures for risk assessment and risk
minimization.TheBoardofDirectors,AuditCommittee, and Senior Management of the Company
periodically review the policy and monitor its implementation to ensure optimization of
business performance, promote confidence among stakeholders in business processes, achieve
strategic objectives, and identify, assess, and mitigate various risks associated with the
Company. The Company's business is exposed to various risks arising from internal and
external factors, including industry, competition, inputs, geography, financial,
regulatory, operational, and information technology risks.
The Company has adopted a Risk Management Policy to identify and assess
key risk areas and to monitor and report compliance and effectiveness of the policy and
procedures. The Company's Risk Management Policy is available on its website at:
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 to ensure the
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and timely preparation of reliable
financial disclosures.
33. REGISTRAR AND SHARE TRANSFER AGENT
Your Company's shares are tradable compulsorily in electronic
form, and the Company has connectivity with both the depositories, namely National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). M/s. Bigshare Services Pvt. Ltd., Mumbai, is the Registrar and Transfer Agent of
the Company for electronic connectivity with NSDL and CDSL.
34. LISTING STATUS
The Company's shares are listed on BSE Limited and the National
Stock Exchange of India Limited. The Company has paid the annual listing fees for the
Financial Year 2026–27 to both stock exchanges in a timely manner. There was no
suspension of trading during the year under review.
35.HUMAN RESOURCES
Your Company is committed to creating opportunities for its employees
that help attract, retain, and develop a diverse workforce. The Company places due
importance on maintaining a conducive work culture for its employees. To reinforce the
core values and beliefs of the Company, various policies for employee empowerment have
been framed to enrich their professional, personal, and social lives. In addition, the
Company has also laid down the Code of Conduct for Directors and Senior Management
Personnel and a Whistle Blower Policy.
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
and Redressal) Act, 2013. All women employees (permanent, temporary, contractual, and
trainees) are covered under this Policy. The Company regularly conducts awareness
programmes in this regard. There was no case of sexual harassment reported during the year
under review. The detailed disclosure in this regard is provided in the Corporate
Governance Report forming part of the Annual Report. Details of complaints received and
redressed during the financial year 2025–26 are as follows:
The number of sexual harassment complaints NIL received during the year.
The number of such complaints disposed of NIL during the year.
The number of cases pending for a period NIL exceeding ninety days.
37. THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961.
The Company affirms that it has duly complied with the provisions of
the Maternity Benefit Act, 1961, including all amendments thereto. All applicable
benefits, leave entitlements, and facilities mandated under the Act have been extended to
eligible women employees during the financial year under review.
38. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires the conduct of operations in such a
manner as to ensure the safety of all concerned, compliance with environmental
regulations, and the preservation of natural resources.
39. DETAILS OF SIGNIFI?CANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
No significant and/or material orders were passed by any regulators,
courts, or tribunals during the year under review that may impact the going concern status
of the Company.
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, 2026, has been uploaded on the Company's website, and the web link
for the same is https://www.ujaas.com/annual-return/.
41. INSURANCE
The Company has taken adequate insurance cover for all its movable and
immovable assets against 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)
Regulations, 2015, with a view to regulating 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 Directors
and designated employees while in possession of Unpublished Price Sensitive Information
(UPSI) and during the period when the trading window is closed. The Board is responsible
for the implementation of the Code. All Board members and designated employees have
confirmed compliance with the Code.
The Insider Trading Policy of the Company, covering the Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
and the Code of Conduct for Prevention of Insider Trading, is available on the
Company's website at https://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 the
Institute of Company Secretaries of India (ICSI), one of the premier professional bodies
in India.
44. CIRP
As on the date of this report, no Corporate Insolvency Resolution
Process (CIRP) is pending or ongoing against the Company.
45. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
approved and adopted the Dividend Distribution Policy. The details of the Dividend
Distribution Policy have been uploaded on the Company's website at https://
www.ujaas.com/wp-content/uploads/2017/07/ Dividend-Distribution-Policy.pdf
46. CAUTIONARY STATEMENT
Statements in this Report and the Management Discussion and Analysis
may be forward-looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in such statements. Certain
factors that could affect the Company's operations include increases in the prices of
inputs, changes in government regulations, tax laws, economic conditions, and other
factors.
47. APPRECIATION
Your Directors wish to place on record their deep appreciation to our
Shareholders, Customers, Business Partners, Vendors (both international and domestic),
Bankers, Financial Institutions, and Academic Institutions.
Your Directors also thank the Government of India, the Governments of
various States in India, and the concerned Government departments and agencies for their
cooperation. We place on record our appreciation for the contribution made by our
employees at all levels.
| Place: Indore |
UJAAS ENERGY LIMITED |
| Date: 22nd June, 2026 |
s/d |
|
Geeta Mundra |
|
Chairman & Non-Executive |
|
Director |
|
DIN:00113261 |
