Sai Urja Indo Ventures Ltd Directors Report

To The Members

The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^s of March, 2024.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review is given hereunder:

Particulars	31/03/2024	31/03/2023
Revenue from Operations and Other Income	4,462.21	2,792.93
Net Profit/Loss before Interest, Depreciation and Tax	315.57	86.20
Less: Finance Cost	43.05	39,07
Net Profit/Loss before Depreciation and Tax	272.52	47.13
Less: Depreciation and amortization for the year	67.78	14.91
Net Profit/Loss before exceptional and extraordinary items and tax .	204.74	32.22
Less: Exceptional Items	0.00	0.00
Profit before extraordinary items and tax	204.74	32.22
Less: Extraordinary Items	0.00	0.00
Profit before tax	204.74	32.22
Less: Tax Expenses	51.05	0.00
i. Current tax expense	89.86	0.00
ii. Deferred tax Liability/(Assets)	(13.77)	0.00
iii. Tax for Earlier years	(25.04)	0.00
Profit/Loss for the period from continuing operations	153.69	32.22
Profit/Loss from discontinuing operations	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	153.69	32.22
Profit/Loss transferred/adjusted to General Reserve	153.69	32.22
Basic earnings per equity share	0.02	0.003
Diluted earnings per equity share	0.02	0.003

2 STATE OF COMPANYS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK (AMOUNT IN LAKHS):

During the year under review, your Companys Gross Revenue is INR. 4,462.21. Profit before interest expenses, depreciation and tax amounted to INR. 315.57. The net profit stood at INR. 153.69.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the company.

4. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2023-24 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-I.

5. CONSOLIDATED FINANCIAL STATEMENT:

The company does not have any subsidiary, joint venture or associate company. Hence it is not required to prepare any Consolidated Financial Statement.

6. DIVIDEND:

In view of the prevailing business scenario, there is need to conserve funds for the Company. The Board of Directors, therefore, does not recommend any Dividend for the financial year ended 31^5< March, 2024.

7. CHANGE IN DIRECTORS:

There is no change in composition of the Board of Direetors during the year under review.

8. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013:

The company has transferred profit of INR 153.69 Lakh to the general reserve account for the Financial Year ending 3 I^s March 2024.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report. •

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had Six Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
14/04/2023	2	2	100%
18/06/2023	2	2	100%
21/09/2023	2	2	100%
07/12/2023	2	2	100%
05/01/2024	2	2	100%
31/03/2024	2	2	100%

H. DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR ALONG WITH REASONS THEREFORE:

The company does not have any subsidiary, joint venture or associate company.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

13. WEB LINK OF ANNUAL RETURN:

The Company doesnt have any website. The publishing of extracts of Annual Return is not applicable to the company.

14. AUDITORS REPORT:

M/s. Pavan Khabiya & Co., Chartered Accountants having Firm Registration No. 129305W, is a Statutory Auditor of Company and has successfully conducted the statutory audit and shall be holding office until the ensuing Annual General Meeting.

The Companys Statutory Auditors M/s. Pavan Khabiya & Co., Chartered Accountants having Firm Registration No, 129305W, retire at the ensuing Annual General Meeting.

The Board proposes the re-appointmerit M/s. Pavan Khabiya & Co,, Chartered Accountants having Firm Registration No. I29305W as the Statutory Auditors of the Company from the conclusion of this AGM till the conclusion of sixth AGM considering this as the first Annual General Meeting.

M/s. Pavan Khabiya & Co., Chartered Accountants being eligible have expressed their willingness to such re-appointment as the Statutory Auditors. They have further confirmed that if appointed, their re-appointment would be in pursuance to the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

There are no qualifications or observation or adverse remarks in the Auditors Report which require any clarification/ explanation. Moreover, Notes on financial statements are selfexplanatory, and needs no further explanation. Hence Board of Director are not required to give any comment under section 134(3) (f) of Companies Act 2013.

15. AUDIT COMMITTEE:

The provisions of section 177 (8) relating to Audit Committee of the Companies Act, 2013 is not applicable.

16. SECRETARIAL AUDIT:

The provisions of Section 204 relating to Secretarial Audit is not applicable to the Company,

17. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED 31.03.2024:

The present directors of the company as on 31.03.2024 are:

• Mr. Harsh Ajaykumar Mittal (DIN: 05227867)	- Director
• Mrs. Santosh Ajay Mittal (DIN: 05227886)	- Director

18. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION: {SECTION 197(12)}

As the company is Private Limited company, the provisions of section 197(12) of the Companies Act, 2013 are not applicable.

19. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Present directors of the Company as on 31.03.2024 are as follows:

Name	Shareholding (No. of Shares)
Mr. Harsh Ajaykumar Mittal	4,500.00
Mrs. Santosh Ajay Mittal	5,500.00

20. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

As the company is Private Limited company, the provisions of section 197(14) of the Companies Act, 2013 are not applicable.

21. DISCLOSURE UNDER SCHEDULE V (PART II) (SECTION II) (B) (IV) (IV) OF COMPANIES ACT 2013:

The company being a private limited company, Disclosure under Schedule V (Part II) (Section II) (B) (iv) (IV) of Companies Act 2013, is not required.

22. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given Loans and advances and has not made Investments.

23. DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31,2024. There were no unclaimed or unpaid deposits as on March 31,2024.

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

Hie information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as Annexure II.

25. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaint Committee (ICC) headed by a women employee has also been constituted for the purpose. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y.2023-2024.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

28. DECLARATION BY INDEPENDENT DIRECTORS:

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

29. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS: There is no revision of financial statement. Hence, it is not applicable to your company.

30. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Company is not required to constitute a Nomination and Remuneration Committee under Section 178( 1) of the Companies Act, 2013 and Rule 6 of the Companies (Meeti ngs of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013,

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

32. PARTICULARS OF EMPLOYEE:

None of the employee has received remuneration exceeding the timit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

33. SHARES:

During the financial year 2023-24, the company has not issued any class of shares.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review,

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

34. FORMAL ANNUAL EVALUATION:

The Company is not required to provide a statement in the Board Report on formal annual evaluation of the performance of Board, committees and individual Directors.

35. RISK MANAGEMENT:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (I) of section 148 of the Companies Act, 2013, is nbt required by the Company and accordingly such accounts and records have not been made and maintained.

37. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, husiness associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.