Directors Report of Urban Enviro Waste Management Ltd.

Mar 31, 2025

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 COMPANY''S AFFAIRS

During the year under review, the total Income of the Compa¬
ny 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 company''s 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:

S. No.	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 ^10/- 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 Company''s 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:

S. No.	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.

S. No.	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 Company''s 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 Management''s 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.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

SN	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

SN	Date of Meeting	Board Strength	No. of Directors Present
1	28/05/2024	6	6
2	17/08/2024	6	6
3	25/10/2024	6	6
4	05/11/2024	6	6
5	13/12/2024	6	6
6	20/12/2024	6	6
7	25/12/2024	6	6
8	10/01/2025	6	6
9	30/01/2025	6	6
10	10/02/2025	6	6
11	27/03/2025	6	6

COMMITTEES

The Board''s 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 Committee''s purpose is to oversee the accounting
and financial reporting process of the Company,
the audits of the Company''s 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.

Sr. No	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 Company''s 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, re¬
appointment 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 Director''s
Responsibility Statement to be included in the
Board''s 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 auditor''s 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 Non¬
Executive Directors; remuneration policy covering policies
on remuneration payable to the senior executives.

Sr. No	Name of 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. STAKEHOLDER''S 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.

Sr. No	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 Stakeholder''s 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'' /Investor''s 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 com¬
pliance of all the provisions stated therein. The Compa¬
ny has always been mindful of its obligations vis-a-vis the

communities it impacts and has been pursuing CSR activ¬
ities it became mandated by law. The composition of CSR
Committee is given below:

Sr. No	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 COMPA¬
NY

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
Company''s Website at https://urbanenviroltd.com/Policies
ensuring transparency and accessibility of the Company''s
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 company''s
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 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;	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.
B. Technology Absorption: • the efforts made towards technology absorption; • 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	NA NA
C. Foreign Exchange Earnings and Outgo: • 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.	INFLOW- Nil OUTFLOW- Nil

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 doesn''t 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 Company''s 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	Chairperson
(Non-Executive Director)
Ms. Shraddha Kulkarni	Member
(Company Secretary)
Shri Amol Tirale	Member
(CFO)

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 Auditor''s Report are self¬
explanatory.

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

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

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 sub¬
regulation 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.

Your Company believes that its members are among its
most important stakeholders. Accordingly, your Company''s
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 Board''s Report contain
certain statements relating to the future and therefore are
forward looking within the meaning of applicable laws and
regulations. Various factors such as economic conditions,
changes in government regulations, tax regime, other statues,
market forces and other associated and incidental factors may
however lead to variation in actual results.

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

---

Mar 31, 2024

The Board of Directors of the company are pleased to present their 13^th Annual Report of the Company together with Audited Financial Statements for the financial year ended, 31^st March, 2024.

KEY FINANCIAL HIGHLIGHTS

The Highlights of Financial results (standalone) of your Company for the year ending March 31^st, 2024 is summarized below: -

(Rs. in Lakhs''

Particulars	2023-24	2022-23
Revenue from operations	10,247.24	3,915.62
Other income	15.89	22.00
Total income	10,263.13	3,937.62
Profit before interest, depreciation and tax (EBITDA)	1,006.84	298.85
Profit before tax (PBT) and exceptional item	1,006.84	298.85
Profit before tax after exceptional item	1,006.84	298.85
Profit after tax (PAT)	705.49	215.71
Transfer to general reserve	-	341.95

STATE OF COMPANY''S AFFAIRS

During the year under review, the total Income of the Company was Rs 10,263.13 Lakhs against Rs 3,937.62 Lakhs in the previous year. During the period, The Company has earned a Profit after tax of Rs 705.49 Lakhs compared to Rs 215.71 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 2023-24, an Interim Dividend @ 5% i.e. Rs.0.50 per equity share has been paid in November,2023. Total dividend outlay for the year is Rs. 21,65,000. The Company is having a dividend distribution policy which is available on company''s weblink https://urbanenviroltd.com/assets/pdf/ Policies/Dividend-Distribution-Policy.pdf

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your 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. 1,729.50 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

Company has not changed its nature of business.

LISTING OF SHARES:

The Shares of the Company were listed on National Stock Exchange, SME platform, Mumbai on 22^nd June, 2023. The Company has paid the annual listing fee for the financial year 2023-2024. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0O0201019. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Share Transfer Agent (RTA) of the Company for Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

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.4,33,00,000 (Rupees Four Crore Thirty-Three Lakhs) divided into 43,30,000 (Forty-Three Lakhs and Thirty Thousand) equity shares of Rs. 10/-.

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

S. No.	Type of Issue	Type of Shares	Number of Shares Issued	Total Amount (in Rs.)
1	Initial Public Offer	Equity Shares	9,20,000	92,00,000

and issued, subscribed and Paid-up capital of the company is increased from Rs. 3,41,00,000/- to Rs. 4,33,00,000/- 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.

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

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 31st March, 2024, The Board of company consists of Six (6) Directors.

The composition and category of Directors is as follows:

S. No.	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):

S. No.	Name of KMP	Designation
1	Shri Kamlesh Sharma	Chairman Cum Managing Director
2	Shri Amol Tirale	Chief Financial Officer
3	Ms. Shraddha Kiran	Company Secretary &
	Kulkarni	Compliance Officer

* Ms. Shraddha Kiran Kulkarni appointed as Company Secretary & Compliance officer w.e.f. 12.05.2023

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, Shri Vikas Sharma (DIN: 08958628), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself 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.

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 Management''s 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 2023-24, the Company held Ten (10) board meetings of the Board of

Directors as per Section 173 of Companies Act, 2013 which is summarized below.

SN	Date of Meeting	Board Strength	No. of Directors Present
1	12/05/2023	6	6
2	15/05/2023	6	6
3	03/06/2023	6	6
4	19/06/2023	6	6
5	20/06/2023	6	6
6	04/08/2023	6	6
7	03/11/2023	6	6
8	10/11/2023	6	6
9	20/02/2024	6	6
10	08/03/2024	6	6

SN	Name of Director	Board Meetin		g	Committee Meeting			AGM
		No of Meeting held	No of Meeting attended	%	No of Meeting held	No of Meeting attended	%	22.05.2023
1	Shri Kamlesh Sharma (DIN: 01845899)	10	10	100	Nil	Nil	-	YES
2	Shri Suresh Sharma (DIN: 09104544)	10	10	100	4	4		YES
3	Shri Vikas Sharma (DIN: 08958628)	10	10	100	Nil	Nil	-	YES
4	Mrs. Sheela Suresh Sharma (DIN: 09609557)	10	10	100	2	2	100	YES
5	Shri Govind Maherwal (DIN: 09618750)	10	10	100	6	6	100	YES
6	Shri Yogesh Kumar Gupta (DIN: 09609556)	10	10	100	6	6	100	YES

COMMITTEES

The Board''s 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 Committee''s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company''s 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.

Sr. No	Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24
				15.05.2023	25.08.2023	10.11.2023	04.03.2024
1	Shri Govind Maherwal	Chairman	Independent Director	Yes	Yes	Yes	Yes
2	Shri Yogesh Kumar Gupta	Member	Independent Director	Yes	Yes	Yes	Yes
3	Shri Suresh Sharma	Member	Whole-Time Director	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 Company''s 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 for approval, with particular reference to:

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of subsection 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 auditor''s 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 reporting the

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 wholetime 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.

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)

Sr. No	Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24
				10.11.2023
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.

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.

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.

STAKEHOLDER''S 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.

Sr. No	Name of Member	Position	Status	Attendance at the Committee Meeting held during the F.Y. 2023-24
				01.03.2024
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 terms of reference of the Stakeholder''s 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'' /Investor''s 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.

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

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 and Stakeholder 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.

PARTICULARS OF EMPLOYEES

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/ J V/ ASSOCIATE COMPANY

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loan, guarantee, or made any investments during the year ended 31^st March 2024. During the Financial Year 2023-24, 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 statements.

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, your Board 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 2023-24.

The Board in its meeting dated 28^th May, 2024 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 2024-25.

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, 2024. 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-C".

> 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. 2023-24.

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 company''s website and can be assessed at https://urbanenviroltd.com/Policies

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

There were no material changes and commitments made by directors affecting financial position of the company which have occurred after end of the financial year and upto the date of this report.

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
• the steps taken or impact on conservation of energy;	electricity in the office. The Company usually
• the steps taken by the company for utilizing alternate sources of	takes care for optimum utilization of energy.
energy;	No capital investment on energy conservation
• The capital Investment on energy conservation equipments;	equipment made during the financial year.
B. Technology Absorption:
• the efforts made towards technology absorption;
• 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;	NA
c) whether the technology been fully absorbed	NA
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:
• The Foreign Exchange earned in terms of actual inflows during the	INFLOW- Nil
year and the Foreign Exchange outgo during the year in terms of	OUTFLOW- Nil
actual outflows

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.25 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

DEPOSITS

The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the reporting period.

DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn''t 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 Company''s 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.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the FY 2023-24.

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 Auditor''s Report are selfexplanatory.

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

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

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, 2024. 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 2023-24.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, CRITERIA

SPECIFY

No Material change during the financial year 2023-24.

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

ACKNOWLEDGEMENT

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

For and on behalf of Urban Enviro Waste Management Limited

Sd/-

KAMLESH SHARMA DIN: (01845899) (Managing Director)

Place: Nagpur Date: 27.08.2024