Your directors have pleasure in presenting the Twentieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL STATEMENT & RESULTS:

a. Financial Results:

The Company's performance during the year ended March 31, 2024, as compared to the previous financial year is summarized below:

(INR. In Lakhs)

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to manufacturing wedge and various types of lamps for automobiles.

The Company achieved a turnover of INR 4,198.91 lakhs during the year as compared to INR 3,390.65 lakhs in the previous financial year. The Company had a total comprehensive income of INR 207.24 lakhs during the financial year as compared to profit of INR 80.26 /- Lacs of the previous financial year.

There was no change in the nature of the business of the Company during the year under review.

However, after the end of the year, Company has been seen venturing into defence sector and acquisition of a Private Limited company is under process.

c. DIVIDEND:

With a view to conserve resources, your directors thought it would be prudent not to recommend any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF] and no amount is lying in Unpaid Dividend A/c of the Company.

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate, or joint venture company. However, the Company is in the process of acquisition of SKL India Private Limited which shall become its subsidiary.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”] read with the Companies (Acceptance of Deposit] Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. LOANS FROM DIRECTORS:

During the financial year 2023-24, as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits] Rules, 2014, the Company has borrowed the following amount(s] from Directors and their relatives and they have given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

(in Rs.)

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1] of Companies Act, 2013 entered by the Company with related party(ies] as defined under the provisions of Section 2(76] of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as Annexure I and forms part of this Report.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure II which forms part of this Report.

k. ANNUAL RETURN

Pursuant to the provisions of Section 92(3] read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on 31^st March 2024 is available on Company's website. Accordingly, a copy of draft Annual Return is available on the website of the Company at the below link: www.uravilamps.com/annual-report.html

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Full particulars of investments, loans, guarantees, and securities provided during the financial year under review and covered under Section 186 of the Companies Act 2013 has been furnished in Notes to Accounts which forms part of the financials of the Company.

m. MAIOR EVENTS DURING THE YEAR

i. Resignation of Independent Director:

Ms. Neha Huddar, Non- Executive Independent Director of the Company had resigned from her position with effect from May 20, 2023.

ii. Resignation of Directors:

Mr. Rakesh Agarwal, Non-executive Non-independent Director of the Company, resigned from his position with effect from May 06, 2023.

iii. Changes in Company Secretary and Compliance officer:

Mr. Yogesh Ashok Patole, who was appointed as Company Secretary and Compliance Officer of the Company with effect from April 28, 2022, had resigned from his position with effect from May 31, 2023, close of business hours. In his place, as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Ms. Amita Panchal as the Company Secretary and Compliance Officer of Company with effect from June 02, 2023.

iv. Listing on Main Board of National Stock Exchange of India Ltd ("NSE") and BSE Ltd. ("BSE"):

During the period under review, the Company's equity shares were listed on the Main Board of the NSE and BSE with effect from July 05, 2023. As a result, the provisions pertaining to Corporate Governance under Chapter V of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 (“Listing Regulations”] had become applicable to the Listed entity.

v. Opening of new manufacturing plant in Kathua:

During the year under review, the Company acquired land in Kathua to establish a new manufacturing plant. Subsequently, the existing production lines were relocated to this new facility. The decision to purchase the land was driven by the desire to benefit from lower labor and electricity costs. The new plant has since commenced operations and is functioning efficiently.

vi. Separation of position of the Managing Director and Chief Financial Officer of the Company

For the purpose of good corporate governance, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in their meeting held on May 29, 2023, had approved the separation of role of

Managing Director and Chief Financial Officer of the Company which was helmed by Mr. Niraj Gada.

In this regard, Mr. Niraj Gada and Mr. Kaushik Gada had resigned from their respective positions as the Chief Financial Officer and Chief Executive Officer of the Company with effect from end of business hours of May 30, 2023.

Further, in this regard, the Board of Directors in the meeting on the same day had approved the appointment of Mr. Niraj Gada as the Chief Executive Officer and Mr. Kaushik Gada as the Chief Financial Officer with effect from start of business hours of May 31, 2023.

In the present date, Mr. Niraj Gada is the Managing Director and Chief Executive Officer of the Company and Mr. Kaushik Gada is the Whole Time Director and Chief Financial Officer of the Company.

n. DISCLOSURES UNDER SECTION 134(31(1) OF THE COMPANIES ACT, 2013:

During the period between the end of the financial year and the date of this report, the following material changes have occurred:

i. Issue and Allotment of Convertible Share Warrants by wav of preferential issue:

The Shareholders of the Company by way of postal ballot on May 17, 2024, approved to issue 15,00,000 share warrants on Preferential basis which are convertible into Equity shares.

The warrants were priced at Rs. 330 (Rupees Three Hundred and Thirty only], and the total amount raised through the issue was Rs. 49,50,00,000 (Rupees Forty-Nine Lakhs Fifty Thousand only]. The Company had approved to allot the securities by way of circular resolution on June 13, 2024.

ii. Change in Name of Company and Acquisition of SKL India Private Limited:

The Board of Directors of the Company at their meeting held on June 18, 2024, approved to acquire SKL India Private Limited, a private entity. SKL India Private Limited is engaged in design and manufacturing of Power Systems, Associated Equipment and Special Purpose Defence equipment.

In this regard, the company has transferred part consideration towards acquisition of shares of SKL India Private Limited. Further, the process of acquisition is being executed by the Company and timely updates on the acquisition are disclosed on both stock exchanges regarding same.

The Company in the same Board Meeting held on June 18, 2024, approved the name change of company from 'Uravi T and Wedge Lamps Limited' to 'Uravi Defence and Technology Limited.' The required disclosure has been made to the Stock Exchange and the further process regarding ROC form Filing for application and approval of name change is underway. Further, the Company has applied for a name and the same is awaiting ROC approval.

o. Disclosure of Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Board of Directors & Key Managerial Personnel: i. Appointment & Resignation:

There were changes in Directorship and Key Managerial Personnel, of the Company during the financial Year 2023-24 are disclosed below. The particulars and the background of the below changes have also been disclosed above.

Appointment

• Ms. Amita Panchal was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 02, 2023.

• Mr. Niraj Damji Gada was appointed as Chief Executive Officer with effect from the start of business hours of May 31, 2023.

• Mr. Kaushik Damji Gada was appointed as Chief Financial Officer with effect from start of business hours of May 31, 2023.

• Mr. Niraj Damji Gada, Managing Director of the company was reappointed for a period of 3 years, from July 26, 2023, to July 25, 2026.

• Mr. Kaushik Damji Gada, Whole Time Director of the company was reappointed for a period of 3 years, from July 26, 2023, to July 25, 2026.

Resignation

• Mr. Rakesh Agarwal, Non-executive Non-independent Director of the Company, resigned from his position with effect from May 06, 2023.

• Ms. Neha Huddar, Non- Executive Independent Director of the Company,

• Mr. Niraj Damji Gada resigned from the post of Chief Financial Officer with effect from end of business hours of May 30, 2023, close of business hours.

• Mr. Kaushik Damji Gada resigned from the post of Chief Executive Officer with effect from end of business hours of May 30, 2023, close of business hours.

• Mr. Yogesh Patole resigned from the post of Company Secretary and Compliance Officer with effect from May 31, 2023, close of business hours.

ii. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Kaushik Damji Gada (DIN: 00515876] is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Your directors have recommended his re-appointment at the ensuing Annual General Meeting.

b) Declarations By Independent Directors:

The Company has received declarations from all the Independent Directors who had resigned or continued to be the Independent Directors under Section 149(6] of the Companies Act, 2013 as well as Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 confirming their independence vis-a-vis the Company.

Further, the Directors had also confirmed that:

• In terms of Regulation 25(8] of the Listing Regulations, Independent Directors are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

• In terms of Regulation 25(9] of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8] of the Listing Regulations by the Independent Directors of the Company.

During the financial year 2023-24, Ms. Neha Huddar resigned as Independent Director of the Company w.e.f. May 20, 2023 and Mr. Niken Shah, Ms. Shreya Ramkrishnan, Mr. Sreedhar Ayalur continued to be an Independent Director on the Board of the Company. In the opinion of the Board, these independent

directors possessed] the requisite integrity, expertise, experience, and proficiency (including registration in Independent Directors' databank and clearing of examination, if applicable).

3. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 8 times on the following dates during the financial year ended 31^st March 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

• COMPOSITION OF THE BOARD:

The Composition of the Board during the financial year ended 31^st March 2024 and the details of meetings attended by its members are given below:

*Note: Changes in the Board of Directors of the Company, during the end of the financial year has been given separately in the Board Report

b. AUDIT COMMITTEE:

• PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (“the Act”]. The Composition of the Audit Committee is in conformity with the provisions of the said section. All the recommendations made by the Audit Committee were accepted by the Board. The provisions of Regulation 18 of the Listing Regulations had become applicable to the Company w.e.f. July 05, 2023. The Composition and the terms of reference of the Audit Committee is in compliance in this regard.

• TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act. However, pursuant to the applicability of the Corporate Governance provisions of Listing Regulations, the terms of reference of the Audit Committee have been revised to align with the role of the Committee prescribed under Schedule II Part B.

The members of the Committee met 7 times on the dates mentioned below during the financial year ended 31^st March 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the Listing Regulations:

Composition as on March 31, 2024, and the details of meetings attended by its members are given below.:

c. NOMINATION AND REMUNERATION COMMITTEE:

• PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act. The provisions of Regulation 19 of the Listing Regulations had become applicable to the Company during the year under review w.e.f. July 05, 2023. The Composition of the Nomination and Remunerations Committee is in compliance in this regard.

The Board has in accordance with the provisions of sub-section (3] of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, Independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees, which is hosted on the website of the Company at the following link and is also attached as Annexure VII. Further, policy on Board Evaluation and Diversity of Board of Directors has also been formulated and the same has been hosted on the website of the Company at the below link:

www.uravilamps.com/policies.html

TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act. However, pursuant to the applicability of the Corporate Governance provisions of Listing Regulations, the terms of reference of the Audit Committee had been revised to align with the role of the Committee prescribed under Schedule II of the Listing Regulations.

The members of the Committee met 4 times on the dates mentioned below during the financial year ended 31^st March, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the Listing Regulations:

• COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Composition of Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations. The Composition of the Nomination and Remuneration Committee as on March 31, 2024, and the details of meetings attended by its members are given below:

d. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

• PREAMBLE

Pursuant to Section 178 (5] of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee. However, pursuant to the applicability of the Corporate Governance provisions of Listing Regulations, the terms of reference of the Audit Committee were revised to align with the role of the Committee prescribed under Schedule II of the Listing Regulations. ²

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act. During the period under review, the provisions of Regulation 20 of the Listing Regulations have become applicable to the Company. The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Schedule II of the Listing Regulations in this regard.

The members of the Committee met once on 05^th September, 2023 during the financial year ended 31st March 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and the Listing Regulations:

• COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Composition of Stakeholders Relationship Committee is in Compliance with the requirements under Section 178 and Regulation 20 of the Listing Regulations. The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members are given below: ³

g. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9] of the Companies Act, 2013 and Regulation 22 of SEBI ( LODR] Regulations, 2015 read with Rule 7 of the Companies (Meetings of Board and its Powers] Rules, 2014, framed a “Whistle Blower/Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairperson of the Audit Committee.

The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations.

The Whistle Blower/ Vigil mechanism Policy of the company is available on the company's website and can be accessed in the link provided herein below:

www.uravilamps.com/policies.html

h. RISK MANAGEMENT:

The Board of Directors of the Company has designed “system” to mitigate Risk and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and has defined a structured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to all business divisions and corporate functions. Key- business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

i. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act and the Rules made thereunder are not applicable to the Company for the financial year under review. Hence, the Company has not developed and implemented any Corporate Social Responsibility initiatives during the financial year under review.

j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors in its Board meeting held on February 12, 2024.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairperson of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The Board Evaluation Policy of the company is available on the company's website and can be accessed in the link provided herein below:

www.uravilamps.com/policies.html

As per the opinion of the Board, all the Independent Directors possess relevant expertise, integrity, experience including proficiency. (Including registration in Independent Directors' databank and clearing of examination, if applicable].

k. MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as an Annexure III and forms part of this Directors' Report.

l. CORPORATE GOVERNANCE REPORT

The Company became a Main Board listed entity with effect from July 05, 2023 and the provisions of Corporate Governance have become applicable to the Company as on the present date, prior to which it was listed on SME Board. The Company's Corporate Governance report as per Schedule V of the Listing Regulations has been annexed as Annexure VI and forms part of this Board report.

m. CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

The Company has adopted a Code of Conduct for the Members of the Board and the Senior Management.

This Code of Conduct of the company is available on the company's website and can be accessed in the link provided herein below:

www.uravilamps.com/policies.html

All members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as of 31^st March 2024. A declaration to this effect signed by Mr. Niraj Gada and Mr. Kaushik Gada, is attached along with the Corporate Governance Report.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2024:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31^st March 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3] of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^st MARCH 2024:

Pursuant to the provisions of Section 204 read with Section 134(3] of the Companies Act, 2013, it is mandated to obtain Secretarial Audit Report from Practicing Company Secretary and in this regard, M/s D Maurya and Associates, Company Secretaries has been appointed to issue Secretarial Audit Report annexed as Annexure IV for the financial year 2023-24.

The Secretarial Audit Report issued by M/s D Maurya and Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2023-24 forms part of this report and there are no observations / qualifications / disclaimers made by the Auditor in the report.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors] Rules, 2014, M/s Harsh H. Dedhia & Associates, Chartered Accountants (Membership No: 141494], the Statutory Auditor of the Company had been appointed for a term of five consecutive years commencing from the Annual General Meeting for the financial year 2018-19 and their tenure ends at the ensuing Annual General Meeting.

Further, as per Section 139(2] and 139(3] of Companies Act, 2013 the Auditor of a Listed Entity shall be liable to be appointed by rotation and an Individual auditor shall not be appointed for a single term of more than five years.

M/s. Harsh Dedhia and Associates, being a proprietary firm, ceases to be the Statutory Auditor of company from the Annual General Meeting to be held in year 2024-25 and cannot be re-appointed as the Statutory Auditor of the Company.

M/s. GBCA and Associates LLP have expressed their intention to act as the Statutory Auditors of the Company. The Board of Directors, in their meeting held

on August 13, 2024, has approved the appointment of M/s. GBCA and Associates LLP after a thorough review of their work experience.

This appointment is subject to the approval of the shareholders at the Annual General Meeting (AGM) for the financial year 2024-25. Accordingly, it is proposed to appoint M/s. GBCA and Associates LLP as Statutory Auditors of the Company for a period of five financial years from the conclusion of the ensuing Annual General Meeting till the Annual General meeting to be held in the financial year 2029.

d. INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors in their meeting held on March 02, 2023, had appointed M/s V J SHAH & Co, as Internal Auditor of Company for period of January 2023 to March 2023 and further for financial year 2023-24.

In recognition of their efficient performance during the previous year, the Board of Directors in their meeting held on February 12, 2024, re-appointed M/s V J SHAH & Co., Chartered Accountants as the Internal Auditor of the Company for the financial year 2024-25.

e. COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company was not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5] of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

I. in the preparation of the annual accounts, the applicable accounting standards

had been followed along with proper explanation relating to material departures;

II. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that year;

III. proper and sufficient care was 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;

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

V. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

VI. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

a

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of the complaints received during the year are more particularly described in the Corporate Governance Report attached as Annexure VI.

d. DISCLOSURE UNDER SECTION 43fa)fii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54f1)fd) OF THE COMPANIES ACT, 201 3:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62f1)fb) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:

During the year under review, there were no instances of non-exercising ofvoting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

h. CORPORATE GOVERNANCE:

During the financial year 2023-24, the Company has paid remuneration to Mr. Niraj Gada, Managing Director of the Company and Mr. Kaushik Gada, Whole Time Director. The Details pursuant to Section II, Schedule V of the Companies Act, 2013 are as below:

6. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration] Rules, 2014 have been marked as Disclosure of Remuneration in Annexure V.

7. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

8. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of a one-time settlement with any Bank or Financial Institution.

9. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board Uravi T and Wedge Lamps Limited

Mr. Niraj Damji Gada Mr. Kaushik Damji Gada

Managing Director & CEO Whole-Time Director & CFO

DIN: 00515932 DIN:00515876

Date: 13.08.2024 Place: Mumbai

1

COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is in compliance of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations. The

2

TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

3

There were changes in the constitution of committee during the year. The Details of the Changes have been enumerated in the Corporate Governance Report of the Company.

e. INDEPENDENT DIRECTORS MEETING:

A separate meeting of Independent Directors to evaluate the performance of nonindependent directors, performance of the Board as a whole and performance of the Chairperson was reviewed and evaluated was held on November 08, 2023.

f. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards in respect of all the above Board and Committee meetings as well as SS-2 on General Meetings during the financial year.