Uravi T and Wedge Lamps Ltd Directors Report

To

The Members

Uravi Defence and Technology Limited

(formerly known as Uravi T and Wedge Lamps Limited)

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 Companys performance during the year ended March 31, 2025, as compared to the previous financial year is summarized below: (INR. In Lakhs)

	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024	For the financial year ended March 31, 2025
		(Restated)
Income	4,223.97	4,264.72	4,460.27
Less: Expenses	3,967.82	3,984.87	4,181.03
Profit/ (Loss)	256.15	279.85	279.24
before tax
Current Tax	71.38	69.56	(77.47)
Deferred Tax	(6.19)	(26.22)	(6.77)
expense
Share of	-	-	(59.34)
Profit/(Loss) of
Associate
Profit/ (Loss) for	178.58	236.51	254.43
the year
Other	(5.05)	(6.08)	(6.34)
Comprehensive
Income
Total	173.53	230.43	248.09
Comprehensive
Income

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 31 st March 2025 (Including interest)	Amount borrowed during the financial year 2024-25
1. Niraj Damji	Managing	1,21,49,302.44	1,10,00,000
Gada	Director
2. Brijesh	Non	6,13,02,644.00	-
Aggarwal	Executive
	Director
3. Kaushik	Whole time	9,840.00	-
Damji Gada	Director

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 31 st 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-? -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

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES: a. BOARD MEETINGS:

The Board of Directors met 6 times on the following dates during the financial year ended 31 st 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 31 st 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
	Managing Director and	Chairperson
Niraj Damji Gada			6/6
	CEO	of the
		Company
	Whole Time Director	Member of
Kaushik Damji Gada			5/6
	and Chief Financial	the Board
	Officer
	Whole Time Director	Member of
Shlok Gada*			1/1
		the Board
	Non-Executive -	Member of
Shreya Ramkrishnan			6/6
	Independent Director	the Board
	Non-Executive-	Member of
Brijesh Aggarwal*			0/4
	Non- Independent	the Board
	Director
	Non-Executive -	Member of
Niken Shah			6/6
	Independent Director	the Board
	Non-Executive -	Members of
Sreedhar Ayalur			4/6
	Independent Director	the Board

*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 5 times on the dates mentioned below during the financial year ended 31 st 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.:

								No. of
Name of the		Nature of			Status			Meetings
Member	Directorship					attended
	Non-Executive Director
Niken Shah				Chairperson		5/5
	Independent
			Non-Executive Director
Sreedhar Ayalur							Member		3/5
			Independent
Niraj Damji Gada			Managing Director				Member		5/5
Shreya Ramkrishnan			Non-Executive Director				Member		5/5
			Independent

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 31 st 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:

			No. of
Name of the	Nature of Directorship	Status	Meetings
Member			attended
	Non-Executive Director
Niken Shah		Chairperson	2/2
	Independent
Shreya Ramkrishnan	Non-Executive Director
		Member	2/2
	Independent
	Non-Executive Director
Brijesh Aggarwal		Member	0/1
	Non-Independent
	Non-Executive Director
Sreedhar Ayalur		Member	1/2
	Independent

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 13 th August, 2024 during the financial year ended 31 st March 2025 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, 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
	Non-Executive-
Sreedhar Ayalur*	Independent Director	Chairperson	1/1
Niraj Gada	Managing Director	Member	1/1
Brijesh Aggarwal	Non-Executive- Non-	Member	0/1
	Independent Director
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 Companys 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	Designation	Nature of Directorship
Member
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 Companys 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 31 st 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 31 st 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 31 ST 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 20 th 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

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, 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 62(1)(b) 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 of voting 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	Salary of Rs. 95,82,960 during the year.
such as salary, benefits, bonuses,
stock options, pension, etc., of all the
directors
Details of fixed component and	The monthly remuneration . 7,98,580
performance linked incentives along	per Month was paid.
with the performance criteria
Service contracts, notice period,	NIL
severance fees
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	Salary of Rs. 51,60,000 during the year.
such as salary, benefits, bonuses,
stock options, pension, etc., of all the
directors
Details of fixed component and	The monthly remuneration . 4,30,000
performance linked incentives along	per Month was paid.
with the performance criteria
Service contracts, notice period,	NIL
severance fees
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	Pursuant to his appointment on Salary
such as salary, benefits, bonuses,	of Rs. 8,28,000 during the year.
stock options, pension, etc., of all the
directors
Details of fixed component and	The monthly remuneration .50,000
performance linked incentives along	per Month was paid.
with the performance criteria
Service contracts, notice period,	NIL
severance fees
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