The Directors have pleasure in presenting the Director’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31^st March, 2023.

FTNANCTAL HTGHLTGHTS

STATE OF COMPANY’S AFFAIRS

During the year under review, the total Income of the Company was Rs 393761520.00/-

against Rs 197735840.00/- in the previous year. During the period, The Company has earned a Profit

after tax of Rs 2157069.00/- compared to Rs 16060900.00/- in the previous year.

During the year under review the company, in order to reflect the increased presence and expansion in operations, changed the name to URBAN ENVIRO WASTE MANAGEMENT LIMITED.

WEBLTNK OF THE EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return is placed on the website of the Company at http://urbanenviroltd.com

DIVIDENDS

Your Company have not declared any dividend for the year 2022-23 SUBSIDIARY COMPANIES

Your Company does not have any Subsidiary Company.

DIRECTORS/KMP

There has been a change in the constitution of Board during the year, details of the person appointed or resigned from the designation of director during the year has mentioned below:-

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2022-23:

Constitution of Committees

Below Committees were constituted on January 02, 2023.

A. AUDIT COMMITTEE

The role and terms of reference of the Audit Committee have been updated to be in line with Section 177 of the Companies Act, 2013 besides other terms as may be referred by the Board of Directors. The said Committee will review reports of the Statutory Auditors and Internal Auditors periodically to discuss their findings and suggestions, internal control system, scope of audit, observations of the auditors and other related matters and reviews major accounting policies followed by the Company

COMPOSITION:

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee formed pursuant to Section 178 of the Companies Act, 2013, for the purpose, inter alia, to assess the remuneration payable to the

Managing Director/Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on remuneration payable to the senior executives. COMPOSITION:

C. STAKEHOLDER’S RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, The Board has delegated the powers to the committee, inter alia, to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading and to attend all other matters related thereto.

COMPOSITION:

Share Capital:

The Authorized share capital of the company is Rs, 12,00,00,000/- (Rupees Twelve Crores Only). The company at extra Ordinary general Meeting held on 25.08.2022 increased the authorized share capital of the company. The company has also allotted the 34,10,000 Equity shares of Rs. 10/- each, fully paid-up Bonus shares to existing shareholders of the company on October 13,2022.

The company has received an In Principle Approval from the National Stock Exchange of India Limited (NSE) on March 20,2023 for proposed Initial Public Offering (IPO) of up to 11,42,400 equity shares of face value of Rs. 10 each, comprising of fresh issue of up to 9,20,000 Equity and Offer for Sale of up to 2,22,400 Equity Shares of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a)    In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)    The directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period;

(c)    The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and

(e)    The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f)    The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

We have not accepted any Deposits and as such no amount of Principal and Interest was outstanding as of Balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company does not fulfil the requirement of Net Worth, Turnover and Net Profit that invoke the provisions for Corporate Social Responsibility.

VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 a vigil Mechanism for Directors and Employee to report genuine concerns has been established.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees during the financial year.

As per the provisions of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, internal complaints committees have been set up in the Company to deal with the cases received under the Act. The committee members are as under:

Your Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

RELATED PARTY TRANSACTION

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC- 2, the same is not provided.

Attention of the members is drawn to Note No.23 to the Standalone Financial Statements which sets out related party disclosure.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company: http://urbanenviroltd.com/wp-content/uploads/2023/01/Related-party-transactions-policy.pdf

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12)

There are no offence of fraud or observations (including any qualification, reservation, adverse remark or disclaimer) under section 143(12) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

BOARD’S COMMENT ON THE AUDITORS’ REPORT AND AUDITORS’ APPOINTMENT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA SPECIFY

The company has received an In Principle Approval from the National Stock Exchange of India Limited (NSE) on March 20,2023 for proposed Initial Public Offering (IPO) of up to 11,42,400 equity shares of face value of Rs. 10 each, comprising of fresh issue of up to 9,20,000 Equity and Offer for Sale of up to 2,22,400 Equity Shares of the company.

Your Company will utilize this Net Proceeds towards funding of the following objects:

1.    Repayment of certain secured borrowings (including accrued interest and foreclosure charges, if any) in full availed by our Company;

2.    Funding the working capital requirements of our Company; and

3.    General corporate purposes.

In addition, Your Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges and enhancement of Company’s brand name amongst our existing and potential customers and creation of a public market for our Equity Shares in India.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.