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You can view full text of the latest Director's Report for the company.

BSE: 543930ISIN: INE568Z01015INDUSTRY: Auto Ancl - Equipment Lamp

BSE   ` 130.95   Open: 127.00   Today's Range 125.00
131.90
+4.45 (+ 3.40 %) Prev Close: 126.50 52 Week Range 107.10
587.95
Year End :2025-03 

Your directors have pleasure in presenting the Twenty-First Annual Report of the Company
together with the Audited Standalone and Consolidated Financial Statement of Accounts for
the year ended March 31, 2025.

1. FINANCIAL STATEMENT & RESULTS:

a. Financial Results:

The Company's performance during the year ended March 31, 2025, as compared to
the previous financial year is summarized below:

(INR. In Lakhs)

Particulars

Standalone

Consolidated

For the financial
year ended
March 31, 2025

For the
financial year
ended March
31, 2024
(Restated)

For the financial
year ended March
31, 2025

Income

4,223.97

4,264.72

4,460.27

Less: Expenses

3,967.82

3,984.87

4,181.03

Profit/ (Loss)
before tax

256.15

279.85

279.24

Current Tax

71.38

69.56

(77.47)

Deferred Tax
expense

(6.19)

(26.22)

(6.77)

Share of
Profit/(Loss) of
Associate

(59.34)

Profit/ (Loss) for
the year

178.58

236.51

254.43

Other

Comprehensive

Income

(5.05)

(6.08)

(6.34)

Total

Comprehensive

Income

173.53

230.43

248.09

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 4,134.54 lakhs during the year as
compared to INR 4,198.91 lakhs in the previous financial year. The Company had
a total comprehensive income of INR 173.53 lakhs during the financial year as
compared to profit of INR 230.43 lakhs of the previous financial year.

During the year under review, the Company has strategically diversified its
business activities by venturing into the defence sector, recognizing the vast
opportunities and long-term potential in this domain. In line with this expansion
strategy, the Company successfully acquired a private company, thereby
strengthening its presence and enhancing its capabilities in this highly specialized
sector.

To align the corporate structure with this diversification, the Company has also
undertaken amendments to its Object Clause in the Memorandum of Association.
The revised Object Clause now specifically includes activities related to the
defence sector, thereby ensuring that the Company's constitutional documents
reflect its expanded scope of operations. This step not only provides the Company
with the necessary legal and regulatory framework to pursue new business
opportunities but also underscores its commitment to broadening its business
portfolio in alignment with national priorities and emerging market demands.

c. SHARE CAPITAL:

As on March 31, 2025, the authorized share capital of the Company consisted of
1,50,00,000 equity shares of Rs.10 each, and the paid-up equity share capital
consisted of 1,12,60,000 equity shares of Rs.10 each.

During the year under review, the Company has issued 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 Crores Fifty
Lakhs only). Pursuant to the conversion of 2,60,000 warrants into Equity Shares,
the paid-up equity share capital of the Company increased from Rs. 11,00,00,000
to Rs. 11,26,00,000/-.

d. 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.

e. 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.

f. TRANSFER TO RESERVES:

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

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

During the year under review, the Company has successfully acquired SKL India
Private Limited as its subsidiary and also incorporated a SPV with the name,
Bharat Technology Limited based in UK, the wholly owned subsidiary of the
Company.

The Company does not have any associate, or joint venture company. However,
the performance and financial position of each of the subsidiaries, associates and
joint venture companies for FY 2024-2025, in the prescribed format AOC-1, is
attached as
Annexure I to the Consolidated Financial Statements of the Company
and forms a part of this Annual Report.

In accordance with Section 136 of the Act, the Audited Financial Statements,
including the Consolidated Financial Statements and the related information of
the Company as well as the Financial Statements of each of its subsidiaries, are
available on the website of the Company at the link:
https://www.uravilamps.com/financial-results.html

h. 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.

i. LOANS FROM DIRECTORS:

During the financial year 2024-25, 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.

Sr.

No.

Name of
Person

Relation

with

Company

Outstanding
Amount as on
31st March 2025
(Including
interest)

Amount borrowed
during the financial
year 2024-25

1.

Niraj Damji
Gada

Managing

Director

1,21,49,302.44

1,10,00,000

2.

Brijesh

Aggarwal

Non -
Executive
Director

6,13,02,644.00

3.

Kaushik
Damji Gada

Whole time
Director

9,840.00

j. 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 II and forms part of this Report. The Related Party Policy of the
Company is available on the website of the Company at the link:
https://www.uravilamps.com/policies.html

k. 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 III which forms part of this
Report.

l. 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 31st March 2025 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

m. 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 financial
statements of the Company.

n. MAJOR EVENTS DURING THE YEAR

i. Resignation of Directors:

Mr. Brijesh Aggarwal, Non-executive Non-independent Director resigned
from his position with effect from November 11, 2024.

ii. Change in the Object Clause of the Company:

During the year under review, the object clause of the Company was changed
due to diversification of the business in the defence and technology sector. A
new clause III (A) (2) was added in the Memorandum of Association
pursuant to the approval of Shareholders in the Annual General Meeting held
on September 30, 2024, as:

“To carry on the business of manufacturing, assembling, designing,
importing, exporting, buying, selling, trading in, servicing, overhauling,
repairing, and generally dealing in, as a principal, agent, or in any other
capacity: (a) diesel, gas, and dual fuel generating sets and other electricity
generating sets using conventional or non-conventional sources of energy,
and their parts, components, accessories, spares, and consumables; (b) no¬
break sets, uninterrupted power supply systems (UPS), and their parts,
components, accessories, spares, and consumables; (c) engines, alternators,
cooling towers, compressors, panels, centrifuge separators, pipes, fittings,
cables, and other mechanical, electrical, and electronic parts, components,
spares, accessories, and consumables; and (d) parts, components, spares,
accessories, jigs, and tools for the installation, operation, and maintenance
of any of the aforementioned items. “

iii. Change in the name of the Company from Uravi T and Wedge Lamps
Limited to Uravi Defence and Technology Limited and subsequent
change in the Memorandum and Articles of Association of the
Company:

Due to the changes in the object clause of the Company, the name of the
Company was subsequently changed from “
URAVI T AND WEDGE LAMPS
LIMITED
” to “URAVI DEFENCE AND TECHNOLOGY LIMITED” pursuant to
the approval of Shareholders in the Annual General Meeting held on
September 30, 2024.

iv. Change in the CIN the Company from L31500MH2004PLC145760 to
L84220MH2004PLC145760:

Pursuant to the changes in the object clause of the Company, the Corporate
Identification Number (CIN) was subsequently changed from
L31500MH2004PLC145760 to L84220MH2004PLC145760.

v. Acquisition of SKL Private Limited as the Subsidiary of the Company:

During the year under review, the Company has further acquired SKL (India)
Private Limited ("SKL"). The company acquired an additional 580 equity
shares for a consideration amount of INR 57,91,881/-(Indian Rupees Fifty-
Seven Lakhs ninety-one thousand eight hundred and eighty-one only) on
February 14, 2025, which amounts to 50.01% of the share in the Equity
Capital of SKL India Private Limited.

vi. Incorporation of the Special Purpose Vehicle in United Kingdom as
Wholly-owned Subsidiary of the Company:

A Special Purpose Vehicle was incorporated in United Kingdom with the
name “Bharat Technology Limited” w.e.f February 21, 2025, which shall be
considered as a Wholly owned subsidiary of the company and a related
party of the Company.

o. DISCLOSURES UNDER SECTION 134(3)(l) 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:

Issue and Allotment of Convertible Share Warrants by way of preferential issue:

The Shareholders of the Company by way of postal ballot on May 17, 2024,
approved to issue 15,00,000 warrants having face value Rs. 10/- (Rupees Ten
Only) each at a premium of Rs. 320/- (Rupees Three Hundred and Twenty only)
per share warrant, fully convertible into equivalent no. of Equity Share of the
Company of face value of Rs. 10 each on Preferential basis.

During the year under review, the Company had approved to allot the securities
by way of circular resolution on June 13, 2024. Pursuant to it in the year 24-25,
2,60,000 warrants were converted into Equity Shares.

p. 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 2024-25 are disclosed below. The particulars
and the background of the below changes have also been disclosed above.

Appointment

• Mr. Shlok Gada (DIN: 10842154) was appointed as Additional Whole Time
Director of the company for the period of 5 years, from November 20, 2024
to November 19, 2029 in the meeting of Board of Directors held on
November 13, 2024. Further, the consent of the shareholders were sought
by way of postal ballot passed on February 09, 2025 and he was
regularized as the Whole Time Director of the Company..

Resignation

• Mr. Brijesh Aggarwal resigned from the position of Non-Executive, Non
Independent Director of the Company with effect from November 11, 2024.

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. Niraj Damji
Gada (DIN: 00515932) 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 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.

• they have registered themselves with the Independent Director's Database
maintained by the Indian Institute of Corporate Affairs and have qualified
the online proficiency self-assessment test or are exempted from passing
the test as required in terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, these independent directors possess(ed) the requisite
integrity, expertise, experience, and proficiency (including registration in
Independent Directors' databank and clearing of examination, if applicable).

None of the Directors of the Company are disqualified from being appointed as
Directors as specified under Section 164(1) and 164(2) of the Act read with Rule
14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014
or are debarred or disqualified by the Securities and Exchange Board of India
(
"SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory
authority. All members of the Board and the Senior Management Personnel have
affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel for the financial year 2024-25. The Company had sought the following
certificates from independent and reputed Practicing Company Secretaries
confirming that: a. none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed and/or continuing as Directors by
the SEBI/MCA or any other such statutory authority. b. independence of the
Directors of the Company in terms of the provisions of the Act, read with Schedule
IV and Rules issued thereunder and the Listing Regulations.

c) Familiarisation Programme for Independent Directors:

All Independent Directors are familiarised with the operations and functioning of
the Company at the time of their appointment and on an ongoing basis. The details
of the training and familiarisation programme are provided in the Corporate
Governance Report and is also available website of the Company at:
https://www.uravilamps.com/policies.html

a. BOARD MEETINGS:

The Board of Directors met 6 times on the following dates during the financial
year ended 31st March 2025, in accordance with the provisions of the Companies
Act, 2013 and rules made thereunder.

Sr. No.

Date of Board Meeting

1.

15/04/2024

2.

22/05/2024

3.

18/06/2024

4.

13/08/2024

5.

13/11/2024

6.

06/02/2025

• COMPOSITION OF THE BOARD:

The Composition of the Board during the financial year ended 31st March 2025
and the details of meetings attended by its members are given below:

Name of the Director

Nature of Directorship

Status

No. of
Meetings
attended

Niraj Damji Gada

Managing Director and
CEO

Chairperson
of the
Company

6/6

Kaushik Damji Gada

Whole Time Director
and Chief Financial
Officer

Member of
the Board

5/6

Shlok Gada1

Whole Time Director

Member of
the Board

1/1

Shreya Ramkrishnan

Non-Executive -
Independent Director

Member of
the Board

6/6

Brijesh Aggarwal1

Non-Executive-
Non- Independent
Director

Member of
the Board

0/4

Niken Shah

Non-Executive -
Independent Director

Member of
the Board

6/6

Sreedhar Ayalur

Non-Executive -
Independent Director

Members of
the Board

4/6

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 5 times on the dates mentioned below during
the financial year ended 31st March 2025, in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and the Listing Regulations:

Sr. No.

Dates of Audit Committee
Meeting

1.

15/04/2024

2.

22/05/2024

3.

13/08/2024

4.

13/11/2024

5.

06/02/2025

• 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
Composition as on March 31, 2025, and the details of meetings attended by its
members are given below.:

Name of the
Member

Nature of
Directorship

Status

No. of
Meetings
attended

Niken Shah

Non-Executive Director
-Independent

Chairperson

5/5

Sreedhar Ayalur

Non-Executive Director
-Independent

Member

3/5

Niraj Damji Gada

Managing Director

Member

5/5

Shreya Ramkrishnan

Non-Executive Director
- Independent

Member

5/5

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 VIII. 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 Nomination and Remuneration 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 2 times on the dates mentioned below during
the financial year ended 31st March, 2025, in accordance with the provisions of
the Companies Act, 2013 and rules made thereunder and the Listing Regulations:

Sr. No.

Date of Nomination and Remuneration Committee

Meetings

1.

13/08/2024

2.

13/11/2024

• 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, 2025, and the details of meetings attended by its
members are given below:

Name of the
Member

Nature of Directorship

Status

No. of
Meetings
attended

Niken Shah

Non-Executive Director -
Independent

Chairperson

2/2

Shreya Ramkrishnan

Non-Executive Director -
Independent

Member

2/2

Brijesh Aggarwal

Non-Executive Director -
Non-Independent

Member

0/1

Sreedhar Ayalur

Non-Executive Director -
Independent

Member

1/2

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.

• TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

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 13th August, 2024 during the
financial year ended 31st March 2025 in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and the Listing Regulations:

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, 2025 and
the details of meetings attended by its members are given below:

Name of the Member

Nature of Directorship

Status

No. of
Meetings
attended

Sreedhar Ayalur*

Non-Executive-
Independent Director

Chairperson

1/1

Niraj Gada

Managing Director

Member

1/1

Brijesh Aggarwal

Non-Executive- Non¬
Independent Director

Member

0/1

Kaushik Gada

Whole Time Director

Member

1/1

*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. EXECUTIVE DIRECTORS COMMITTEE:

During the year under review, the Executive Directors Committee was formally
constituted with effect from February 6, 2025. The Committee was established to
provide strategic guidance and oversight across key areas of the Company's
operations. Its primary responsibilities include reviewing the overall
performance of the Company and evaluating existing systems and processes to
ensure operational efficiency and regulatory compliance.

• COMPOSITION OF EXECUTIVE DIRECTORS COMMITTEE:

The composition of the Committee as of March 31, 2025, is provided below. No
meetings of the Committee were held during the financial year 2024-25.

Name of the
Member

Designation

Nature of Directorship

Mr. Niraj Gada

Chairperson

CEO & Managing Director

Mr. Kaushik Gada

Member

Executive Director

Mr. Shlok Gada

Member

Executive Director

f. INDEPENDENT DIRECTORS MEETING:

A separate meeting of Independent Directors to evaluate the performance of non-

independent directors, performance of the Board as a whole and performance of
the Chairperson was reviewed and evaluated was held on November 13, 2024.

g. 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.

h. 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

i. 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 decision¬
making 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.

j. 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.

k. 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 06, 2025.

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).

l. MANAGEMENT DISCUSSION & ANALYSIS

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

m. 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. The Company's Corporate Governance report
as per Schedule V of the Listing Regulations has been annexed as
Annexure VII
and forms part of this Board report.

n. 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 31st March 2025. 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 2025:

The observations / qualifications / disclaimers made by the Statutory Auditors

in their report for the financial year ended 31st March 2025 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 31st MARCH 2025:

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 V for the financial year 2024-25.

SKL India Private Limited is a material subsidiary of the Company carried out
Secretarial Audit for the Financial Year 2024-25 pursuant to Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, 2015.
The Secretarial Audit Report of SKL India Private Limited submitted by M/s Ajay
Anil Thorat & Associates, Practicing Company Secretaries in Form MR-3 for the
financial year 2024-25 forms part of this report annexed as
Annexure V 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. GBCA and Associates LLP,
(Firm Registration No. 103142W/W100292), Chartered Accountants were
appointed as Statutory Auditors of the Company for a period of five financial years
from the conclusion of the 20th 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 February
12, 2025 had appointed M/s V J Shah & Co, as Internal Auditor of Company for the
financial year 2024-25.

In recognition of their efficient performance during the previous year, the Board
of Directors in their meeting held on February 06, 2025, re-appointed M/s V J Shah
& Co., Chartered Accountants as the Internal Auditor of the Company for the
financial year 2025-26.

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
143112):

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, 2025, 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, 2025 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:

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 VII.

The following is a summary of sexual harassment complaints received and
disposed off during the year 2024-25:

•Number of complaints of sexual harassment received during the year -: NIL
•Number of complaints disposed off during the year -: NIL
•Number of cases pending for more than 90 days -: NIL

d. DISCLOSURE UNDER SECTION 43(a)(ii) 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 54(1)(d) OF THE COMPANIES ACT. 2013:

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 67f3) 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. DISCLOSURE FOR COMPLIANCE UNDER THE MATERNITY BENEFIT ACT-
1961:

During the year under review, the Company has complied the provisions of the
Maternity Benefit Act, 1961:

• Maternity leave provision

• Salary and Benefits

• Related Employee entitlements

i. CORPORATE GOVERNANCE:

During the financial year 2024-25, the Company has paid remuneration to
Mr. Niraj Gada, Managing Director of the Company, Mr. Kaushik Gada and Mr.
Shlok Gada, the Whole Time Directors of the Company. The Details pursuant to
Section II, Schedule V of the Companies Act, 2013 are as below:

Particulars

Details for Mr. Niraj Gada

All elements of remuneration package
such as salary, benefits, bonuses,
stock options, pension, etc., of all the
directors

Salary of Rs. 95,82,960 during the year.

Details of fixed component and
performance linked incentives along
with the performance criteria

The monthly remuneration ^. 7,98,580
per Month was paid.

Service contracts, notice period,
severance fees

NIL

Stock option details, if any, and
whether the same has been issued at
a discount as well as the period over
which accrued and over which
exercisable

Particulars

Details for Mr. Kaushik Gada

All elements of remuneration package
such as salary, benefits, bonuses,
stock options, pension, etc., of all the
directors

Salary of Rs. 51,60,000 during the year.

Details of fixed component and
performance linked incentives along
with the performance criteria

The monthly remuneration ^. 4,30,000
per Month was paid.

Service contracts, notice period,
severance fees

NIL

Stock option details, if any, and
whether the same has been issued at
a discount as well as the period over
which accrued and over which
exercisable

Particulars

Details for Mr. Shlok Gada

All elements of remuneration package
such as salary, benefits, bonuses,
stock options, pension, etc., of all the
directors

Pursuant to his appointment on Salary
of Rs. 8,28,000 during the year.

Details of fixed component and
performance linked incentives along
with the performance criteria

The monthly remuneration ^.50,000
per Month was paid.

Service contracts, notice period,
severance fees

NIL

Stock option details, if any, and
whether the same has been issued at
a discount as well as the period over
which accrued and over which
exercisable

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 VI.

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 Defence and Technology Limited

(Formerly known as Uravi T and Wedge Lamps Limited)

Sd/- Sd/-

Mr. Niraj Damji Gada Mr. Kaushik Damji Gada

Managing Director & CEO Whole-Time Director & CFO

DIN:00515932 DIN:00515876

Date: 29.08.2025
Place: Mumbai

1

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