Urban Enviro Waste Management Ltd Directors Report

To, The Members,

URBAN ENVIRO WASTE MANAGEMENT LIMITED

The Board of Directors of the company are pleased to present their 14^th Annual Report of the Company together with Audited Financial Statements for the financial year ended, 31^st March, 2025.

KEY FINANCIAL HIGHLIGHTS

The Highlights of Financial results (standalone) of your Company for the year ending 31^st March,2025 is summarized below: -

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	141,05.27	102,47.24
Other income	47.01	15.89
Total income	141,52.27	102,63.13
Profit before interest, depreciation and tax (EBITDA)	14,10.17	10,06.84
Profit before tax (PBT) and exceptional item	14,10.17	10,06.84
Profit before tax after exceptional item	14,10.17	10,06.84
Profit after tax (PAT)	10,25.85	7,05.49
Transfer to general reserve	-	-

STATE OF COMPANYS AFFAIRS

During the year under review, the total Income of the Company was Rs.141,52.27 Lakhs against Rs.102,63.13 Lakhs in the previous year. During the period, The Company has earned a Profit after tax of Rs.10,25.85 Lakhs compared to Rs.7,05.49 Lakhs in the previous year.

WEBLINK OF THE EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return is placed on the website of the Company at https://urbanenviroltd.com/ AnnualReturnundersection92

DIVIDENDS

During the year 2024-25, the company have not declared any dividend as the directors propose to utilize the profits for the business only. The Company is having a dividend distribution policy which is available on companys weblink https://urbanenviroltd.com/assets/pdf/Policies/Dividend- Distribution-Policy.pdf

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVES

Pursuant to provisions of section 134(3)(j) of the Companies Act, 2013, the Company has transferred an amount of Rs. 23,22.35 Lakhs (Securities Premium and profit during the year) to reserve account during the year under review.

SUBSIDIARY COMPANIES

Your Company does not have any Subsidiary Company. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of Business of the Company

SHARE CAPITAL STRUCTURE OF THE COMPANY

A. Authorized Capital

The Authorized Capital of the Company is Rs 12,00,00,000 (Rupees Twelve Crore)

B. Paid up Capital and Changes thereon, if any:

The Issued, Subscribed and Paid-up capital is Rs.8,66,00,000 (Rupees Eight Crore Sixty-Six Lakhs) divided into 86,60,0000 (Eighty-Six Lakhs and Sixty Thousand) equity shares of Rs. 10/-.

During the year, the Company had issued Shares by way of following Allotment:

Type of Issue	Type of Shares	Number of Shares Issued	Total Amount (in Rs.)
1 Bonus Issue	Equity Shares	43,30,000	4,33,00,000

and issued, subscribed and Paid-up capital of the company is increased from Rs. 4,33,00,000/- to Rs. 8,66,00,000/- Other than this there has been no change in the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company, based on the recommendation of the Board of Directors at its meeting held on December 25, 2024 and approval of shareholders by way of a special resolution passed through postal ballot on January 29, 2025 the company has successfully completed a bonus issue of 43,30,000 equity shares of Rs10/- each in the ratio of 1:1 (i.e., one new equity share for every one existing equity share held). The said bonus shares were allotted on February 10, 2025. This move was aimed at rewarding the shareholders and enhancing the liquidity of the Companys equity shares in the market.

There were no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

The details of the proceeds from the fresh issue are as follows:

Particulars	Amount (in Lakhs)
Gross Proceeds from the Offer	920.00
(Less) Offer related expenses	79.62
Utilization of Net Proceeds	840.38

Utilization of Net Proceeds:

Sr no Item Head	Amount as proposed in Offer document (in lakhs)	Total utilized amount (in lakhs)
1 Repayment of certain secured borrowings in full availed by company	210.23	210.23
2 Funding working capital requirements of the Company	447.37	447.37
3 General corporate purposes	182.78	182.78
Total	840.38	840.38

DEPOSITS

During the Financial Year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE

To meet the funds requirement of working / operational capital and/or expansion / new projects plans, your Company has availed Financial Facilities from Banks / Consortium of Banks, the details of which forms part of Notes to Financial Statement.

DIRECTORS / KMP

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

Composition of Board of Directors:

The Board of Directors of URBAN is an optimum combination of Executive and Non-Executive Directors. As on 31^st March, 2025, The Board of company consists of Six (6) Directors.

The composition and category of Directors is as follows:

Name of Director	Designation	DIN No.
1 Shri Kamlesh Sharma	Chairman Cum Managing Director	01845899
2 Shri Suresh Sharma	Whole-Time Director	09104544
3 Shri Vikas Sharma	Executive Director	08958628
4 Mrs. Sheela Suresh Sharma	Non-Executive Director	09609557
5 Shri Govind Maherwal	Independent Director	09618750
6 Shri Yogesh Kumar Gupta	Independent Director	09609556

Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

Name of KMP	Designation
1 Shri Kamlesh Sharma	Chairman Cum Managing Director
2 Shri Suresh Sharma	Whole-Time Director
3 Shri Amol Tirale	Chief Financial Officer
4 Ms. Shraddha Kiran Kulkarni	Company Secretary & Compliance Officer

Disclosure of Relationships between Directors Interest:

Name of Directors	Relationship with other Directors
Shri Kamlesh Sharma	Brother of Shri Suresh Sharma
Shri Suresh Sharma	Husband of Mrs. Sheela Suresh Sharma and Brother of Shri Kamlesh Sharma
Mrs. Sheela Suresh Sharma	Wife of Shri Suresh Sharma

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mrs. Sheela Suresh Sharma (DIN: 09609557), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered herself for re-appointment. Brief profile of Director seeking Appointment/Re-appointment is given as annexure to the Notice of AGM.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from Shri Govind Maherwal and Shri Yogesh Kumar Gupta, Independent Directors of the Company under Section 149(7) of Companies Act, 2013 confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations.

At the meeting of the Board of Directors held on 27.05.2025, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent directors have complied with the code for independent director as prescribed in schedule IV of the Companies Act, 2013 and code of conduct for the board of directors and senior management personnel of the company.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors by Indian Institute of Corporate Affairs in terms of the regulatory requirements.

The company had formulated and implemented code of conduct for the board of directors and senior management personnel which is available on the Companys website: https://urbanenviroltd.com/Policies

MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, the Company held Eleven (11) board meetings of the Board of Directors which is summarized below as per Section 173 of Companies Act, 2013 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

Date of Meeting	Board Strength	No. of Directors Present
28/05/2024	6	6
17/08/2024	6	6
25/10/2024	6	6
05/11/2024	6	6
13/12/2024	6	6
20/12/2024	6	6
25/12/2024	6	6
10/01/2025	6	6
30/01/2025	6	6
10/02/2025	6	6
27/03/2025	6	6

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Name of Director	Board Meeting			Committee Meeting			13th AGM held on 20/09/2024
	No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%
1 Shri Kamlesh Sharma (DIN: 01845899)	11	11	100%	Nil	Nil	-	YES
2 Shri Suresh Sharma (DIN: 09104544)	11	11	100%	7	7	100%	YES
3 Shri Vikas Sharma (DIN: 08958628)	11	11	100%	2	2	100%	YES
4 Mrs. Sheela Suresh Sharma (DIN:09609557)	11	11	100%	2	2	100%	YES
5 Shri Govind Maherwal (DIN: 09618750)	11	11	100%	10	10	100%	YES
6 Shri Yogesh Kumar Gupta (DIN:09609556)	11	11	100%	8	8	100%	YES

COMMITTEES

The Boards committees focus on certain specific areas and make informed decisions with the authority delegated to them. Each committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with Companies Act, 2013 and the Listing Regulations. Presently, the Company is having following Board Committees:

A. AUDIT COMMITTEE

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, independence, performance and remuneration of the statutory auditors, the performance of internal auditors, etc. The Composition of the Audit Committee meets the requirements of Companies Act, 2013 and Regulation 18 of Listing Regulations.

All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2024-25
			14.05.2024	28.05.2024	28.08.2024	25.10.2024	17.02.2025
1 Shri Govind Maherwal	Chairman	Independent Director	Yes	Yes	Yes	Yes	Yes
2 Shri Yogesh Kumar Gupta	Member	Independent Director	Yes	Yes	Yes	Yes	Yes
3 Shri Suresh Sharma	Member	Whole-Time Director	Yes	Yes	Yes	Yes	Yes

The Company Secretary acts as the Secretary to the Committee.

Terms of Reference:

The terms of reference of the Audit Committee are as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management the annual financial statements before submission to the board forapproval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure, Review and approval of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly/half yearly/annual financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee also reviews the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

f. Statement of deviations:

I. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

II. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee formed pursuant to Section 178 of the Companies Act, 2013 and Listing Regulations, for the purpose, inter alia, to assess the remuneration payable to the Managing Director/ Whole Time Directors; sitting fee payable to the NonExecutive Directors; remuneration policy covering policies on remuneration payable to the senior executives.

Sr. Name of No Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2024-25
			31.03.2025
1 Mrs. Sheela Suresh Sharma	Chairperson	Non Executive Director	Yes
2 Shri Govind Maherwal	Member	Independent Director	Yes
3 Shri Yogesh Kumar Gupta	Member	Independent Director	Yes

The Company Secretary acts as the Secretary to the Committee.

Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee are as under:

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.

2. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

3. Formulation of criteria for evaluation of performance of independent directors and Board of Directors.

4. Devising a policy on diversity of board of directors.

5. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

7. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

8. Decide the amount of Commission payable to the Whole time Director / Managing Directors.

9. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

10. To formulate and administer the Employee Stock Option Scheme etc.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2024-25
			25.03.2025
1 Mrs. Sheela Suresh Sharma	Chairperson	Non Executive Director	Yes
2 Shri Govind Maherwal	Member	Independent Director	Yes
3 Shri Yogesh Kumar Gupta	Member	Independent Director	Yes

The Company Secretary acts as the Secretary to the Committee.

Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee are as under:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility (CSR) Committee of the Company is constituted in line with the provisions of Section 135 of the Companies Act, 2013 and is in due compliance of all the provisions stated therein. The Company has always been mindful of its obligations vis-a-vis the communities it impacts and has been pursuing CSR activities it became mandated by law. The composition of CSR Committee is given below:

Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2024-25
			17.12. 2024	26.03. 2025
1 Shri Govind Maherwal	Chairperson	Independent Director	Yes	Yes
2 Shri Suresh Sharma	Member	Non Executive Director	Yes	Yes
3 Shri Vikas Sharma	Member	Independent Director	Yes	Yes

The Company Secretary acts as the Secretary to the

Committee.

The terms of reference of the Corporate Social

Responsibility Committee includes the following:

1. to formulate and recommend to the Board of Directors, the CSR Policy, indicating the CSR activities to be undertaken as per Companies Act, 2013, as amended;

2. to review and recommend the amount of expenditure to be incurred on the activities to be undertaken;

3. to monitor the CSR Policy of the Company from time to time;

4. to formulate and recommend to the Board (including any revisions thereto), an annual action plan in pursuance of the CSR policy and to oversee its implementation;

5. any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

During the year the Company has spent Rs.7.25 Lakhs towards CSR activities.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder committee and Corporate Social Responsibility Committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(b) They have 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) They have 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) They have prepared the annual accounts on a going concern basis; and

(e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure -C" of this report. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The company as on date does not have any Subsidiaries and Joint Ventures and Associates.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2024-25, the particulars of Loan given, Guarantees given and Investments made and securities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited financial statements of the Company read with notes on accounts forming part of the financial

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social Responsibility Policy (CSR Policy). This policy is accessible to all stakeholders on the Companys Website at https://urbanenviroltd.com/Policies ensuring transparency and accessibility of the Companys responsibilities towards society.

The primary role of the CSR committee is to approve the CSR activities to be undertaken, allocate the necessary expenditure, and oversee the execution and effectiveness of these initiatives.

The Company has identified projects in accordance with Schedule VII of the Companies Act, 2013, such as establishment of educational institutions (including skill development center), healthcare, eradication of poverty, women empowerment, and other object as specified under Schedule VII of Companies Act, 2013. The Annual Report on CSR activities for the F.Y.2024-25 is annexed to this report as Annexure -B

AUDITORS:

• Statutory Auditors & Their Report

M/s. B Shroff & CO, Chartered Accountants (FRN: 006514W), Statutory Auditors were appointed in the General Meeting for FY 2021-22 held on 30.09.2022 for a period of 5 year. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Kunal Dutt & Associates, Company Secretaries (C.P. no: 10188) as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Board in its meeting dated 25.08.2025 has appointed M/s. Kunal Dutt & Associates, Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report is issued in Form MR-3 by M/s. Kunal Dutt & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The Secretarial Audit Report issued in form MR-3 is annexed as "Annexure-D".

• Internal Auditors

Pursuant to the provisions of Section 138 (1) of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed M/s. ACA & Company (FRN - 152198W) as the internal auditor of the company for the F.Y. 2024-25.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at https://urbanenviroltd.com/ Policies

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

Particulars	Remarks
A. Conservation of Energy:	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
• the steps taken or impact on conservation of energy;
• the steps taken by the company for utilizing alternate sources of energy;
• The capital Investment on energy conservation equipments;
B. Technology Absorption:
• the efforts made towards technology absorption;	NA NA
• the benefits derived like product improvement, cost reduction, product development or import substitution;
• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
• expenditure incurred on Research and Development
C. Foreign Exchange Earnings and Outgo:	INFLOW- Nil
• The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.	OUTFLOW- Nil

RELATED PARTY TRANSACTION

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

Attention of the members is drawn to Note No.24 to the Standalone Financial Statements which sets out related party disclosure.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company https:// urbanenviroltd.com/Policies

DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

SECRETARIAL STANDARDS

Your Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Whistle Blower Policy for Directors and employees.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism.

During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://urbanenviroltd.com/Policies .

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

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

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

Name	Designation
Mrs. Sheela Suresh Sharma (Non-Executive Director)	Chairperson
Ms. Shraddha Kulkarni (Company Secretary)	Member
Shri Amol Tirale (CFO)	Member

Your directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company regularly conducts awareness programmes for its employees

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

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

BOARDS COMMENT ON THE AUDITORS REPORT AND AUDITORS APPOINTMENT

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

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS

The Company has received a certificate from M/s Kunal Dutt & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, MCA or any such statutory authority for the financial year ended on March 31, 2025. The said certificate is appended to this report as Annexure -F

CORPORATE GOVERNANCE

As the equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of subregulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

BUSINESS RESPONSIBILTY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2024-25.

OTHER DISCLOSURES

i. During the financial year, the Company has not issued any equity share with differential rights.

ii. The company has not issued any sweat equity shares.

iii. The Company has not issued any equity shares under Employees Stock Option Scheme during the year

iv. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

v. 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.

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

vii. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") w.r.t. Meetings of the Board of Directors and General Meetings.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT

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

	For and on behalf of
URBAN ENVIRO WASTE MANAGEMENT LIMITED
	Sd/-
	KAMLESH SHARMA
	DIN: (01845899)
	(Managing Director)
Place: Nagpur
Date: 02.09.2025