Directors Report of UR Sugar Industries Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 15^th Annual Report together with Standalone
Audited Financial Statements of your Company for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE (Figures are Rupees in Lakhs)

Sr. No.	PARTICULARS	Year Ended
		31 03 2025	31 03 2024
		Audited	Audited
	Income
1	Revenue From Operations	-	-
2	Other Income	80.94	162.09
3	Total Income	80.94	162.09
4	Expenses
a	Cost of Material Consumed	-	-
b	Purchase of stock in trade	-	-
c	Changes in Inventories Of Finished Goods	-	-
d	Employee Benefits Expenses	11.31	19.09
e	Finance Cost	-	0.76
f	Depreciation & Amortization Expenses	0.09	5.10
g	Other Expenses	13.74	56.84
	Total Expenses	25.15	81.78
5	Profit before exceptional Item & Tax,	55.79	80.31
6	Exceptional Item		-
	Prior Period Expense		-
7	Profit from Operation before Tax	55.79	80.31
8	Tax Expenses
a	Current	13.91	21.86
b	Earlier Year Tax	-	-
c	Deferred Tax	0.01	2.72
8	Total Tax	13.92	24.58
9	Profit from Continuing Operation (7-8)	41.87	55.73
10	Non-Controlling Interest	-	-
11	Profit / (Loss) from discontinuing Operation	-	-
12	Tax Expenses discontinuing Operation	-	-
13	Profit / (Loss) from discontinuing Operation after tax
14	Profit from the period (9 13)	41.87	55.73

2. PERFORMANCE REVIEW AND THE STATE OF THE COMPANY’S AFFAIRS:

The Key Highlights of the Company’s performance (Standalone) for the year ended March
31, 2025 are as under:

• Total Income recorded at Rs. 80.94 Lakhs as against revenue of Rs. 162.09 Lakhs in the
previous financial year.

• PBDT recorded at Rs. 55.79 Lakhs as against last year’s profits of Rs. 80.31 Lakhs

• Net profit after tax is recorded at Rs 41.87 Lakhs against previous year’s profits of
Rs. 55.73 Lakhs.

You can find a detailed analysis of the company''s current situation and future prospects in the
''Management Discussion and Analysis'' section, where we provide thorough information.

At present, our company is engaged in business activities as per the Objectives stated in Clause
III(A) of the Memorandum of Associates. However, considering the developments in various
industries, we see several opportunities where we can operate more efficiently.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves separately.

4. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2024-2025 as the Company
is still in pre-operational stage

5. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

There was no change in the Capital Structure of the Company during the period under review.

6. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of
Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014, hence there are no details to disclose as required under Rule 8(5)(v) and (vi) of the
Companies (Accounts) Rules, 2014.

7. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to
‘Meetings of the Board of Directors, and General Meetings, respectively have been duly
followed by the Company.

8. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

There was no company which have become or ceased to be company’s subsidiary/ associate
companies or entered into joint ventures during the year.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees and investments made by the company during the period
under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Company has not entered into any contracts/arrangements with related parties during the year
that are required to be disclosed.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

i) The steps taken or impact on conservation of energy: Company is yet to set up the sugar

factory, however efforts are made at all levels to conserve energy and minimize its use.

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipment’s: NIL

(B) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption: NIL

ii) The benefits derived like product improvement, cost reduction, product
development or import substitution:

• Better economy, reduction in emission & clean operation

• Optimum efficiency

iii) In case of imported technology (imported during the last year reckoned from the
beginning of the financial year): NIL

• The details of technology imported: NIL

• The year of import: NIL

• Whether the technology fully absorbed: NIL

• If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: NIL

iv) The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, Foreign Exchange Earnings and Outgo are as under: -

Particulars	2025	2024
Foreign Exchange earned	Nil	Nil
Foreign Exchange used	Nil	Nil

12. AUDITORS AND AUDITORS’ REPORT
STATUTORY AUDITORS

M/s. Vijay Panchappa &Co., Chartered Accountants (ICAI Registration No. 004693S) were
appointed as the Statutory Auditors of the Company to hold office for five consecutive years
starting from the conclusion of the 13^th Annual General Meeting (AGM) held on September 30,
2023 until the conclusion of the AGM of the Company to be held during the financial year 2027¬
2028.

STATUTORY AUDIT REPORT

The audit conducted by Vijay Panchappa & Co, Chartered Accountants for FY 2024-25 does not
contain any qualification remark. The Audit report is enclosed with the financial statements in this
Annual Report and it is self-explanatory.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the
Company will appoint G D S & Associates, Practicing Company Secretaries as Secretarial Auditor
of the Company for the term of five years commencing from Financial Year 2025-26 to Financial
year 2029-30.

The Copy of Secretarial Audit Report for the Financial Y ear 2024-25 issued in this regard has been
attached as Annexure to the Board Report.

The Secretarial Auditor has raised one observation w.r.t Internal Audit Report stating that The
internal audit report(s) was not made available for our verification during the course of the
secretarial audit. As a result, we were unable to ascertain the adequacy and effectiveness of the
internal audit system and its compliance with the requirements under the provisions of the
Companies Act, 2013 and other applicable regulations.

Management Reply: The internal audit report was under preparation and could not be provided
during the audit period. The Company has assured that necessary steps are being taken to ensure
timely availability of such reports in the future.

INTERNAL AUDITORS

The Company has appointed M/s. Khadabadi and Menshi, Chartered Accountants, as Internal
Auditors of the Company for financial year 2025-26. The internal audit report was under
preparation and could not be provided during the audit period. The Company has assured that
necessary steps are being taken to ensure timely availability of such reports in the future.

COST AUDITOR AND COST AUDIT

The provisions of Cost Audit are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in
a separate section forming part of this Annual Report is enclosed as ‘Annexure to this Report

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company recognizes and embraces the importance of a diverse Board in its success. We
believe that a truly diverse Board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical background, age, ethnicity, race
and gender, which will help us retain our competitive advantage. Y our Board comprises of experts
in the field of Finance, Corporate Governance, and technology in financial inclusion, Enterprise
Management, People Management and Leadership skills. Your Company has also appointed a
Woman Director on the Board.

The Board of Directors as on March 31, 2025 comprised of the following directors:

Name of Directors & KMPs	DIN/PAN	Designation
Mr. Lava Ramesh Katti	02777164	Executive Director Chairman - MD
Mr. Nikhil Umesh Katti	02505734	Non-Executive - Non Independent Director
Mr. Kush Ramesh Katti	02777189	Non-Executive - Non Independent Director
Mr. Basavaraj Veerappa Hagaragi	07852512	Non-Executive - Independent Director
Mr. Makabul Kaseemsab Ammanagi	10095125	Non-Executive - Independent Director
Ms. Pratibha Pramod Munnolli	07852508	Non-Executive - Independent Director
Mr. Nitin D Karekar	BNXPK2923H	Chief Financial Officer
Ms. Amita Singh	GONPS3080H	Company Secretary

Changes in Director’s & Key Managerial Personnel

There were no changes in the director’s composition and Key managerial personnel during the year
under review.

Declaration by Independent Directors

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have confirmed
that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act,
2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.
The Company has also received Disclosure of Interest by Directors as per the provisions of Section
184 of the Act.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term
up to five consecutive years on the board of a company, but shall be eligible for re-appointment
for another term up to five years on passing of a special resolution by the company and disclosure
of such appointment in Board’s Report. Further Section 152 of the Act provides that the
independent directors shall not be liable to retire by rotation in the Annual General Meeting
(‘AGM’) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an
independent director in more than seven listed entities: provided that any person who is serving as
a whole time director in any listed entity shall serve as an independent director in not more than
three listed entities. The Independent Directors of the Company confirmed that they are in
compliance with the requirements of Regulation 25 of Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and
experience and are the persons of high integrity and repute. They fulfill the conditions specified in
the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company’s Code of
Business Conduct & Ethics.

Board Evaluation

Pursuant to the provisions of the Act, the Board is required to monitor and review the Board
evaluation framework. The Annual Performance Evaluation is conducted for all Board Members
as well as the working of the Board and its Committees. The evaluation process also considers the
time spent by each of the Board Member, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise. The Board evaluation is conducted
through questionnaire having qualitative parameters and feedback based on ratings. The outcome
of the Board evaluation for financial year 2024-25 was discussed by the Nomination and
Remuneration Committee and the Board at their meeting held on February 07, 2025.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program. To familiarize the
new inductees with the strategy, operations and functions of our Company, the Executive Directors
/ Senior Managerial Personnel make presentations to the inductees about the Company’s strategy,
operations, policies, product and service offerings, markets, software delivery, organization
structure, finance, human resources, technology, quality, facilities and risk management.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company
was held on February 07, 2025, without the presence of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole, performance of Chairperson of the Company and assessed the
quality, quantity and timelines of flow of information between the Company Management and the
Board in terms of Schedule IV of the Act.

All the Independent Directors of the Company were present in the meeting.

Meeting of Board of Directors

The Board met 5 times during the year, the details of which are given in the Corporate Governance
Report. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Regulations.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and
ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

• 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 of
the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively. Based on the framework
of internal financial controls and compliance systems established and maintained by the
Company, the work.

16. COMMITTEES OF THE BOARD

Currently, the Board has Three Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholder’s Relationship Committee;

17. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Secretarial Auditors of your Company
regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read
with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and
forms part of this Report as Annexure.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to
the Board Report as Annexure to this Report.

19. BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the
disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the
Company for the year under review.

20. ANNUAL RETURN

As required under Section 134(3) (a) of the Act, the Annual Return is put on the Company’s
website and can be accessed at www.ursugar.co.in.

21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company’s operations.

22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL
YEAR TILL THE DATE OF THIS REPORT

Subsequent to the date of financial statements (i.e. after 31^st March 2025) no significant event has
occurred.

23. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013,
the Board has developed Internal Finance Control Policy to identify and mitigate risks.

The internal control systems are commensurate with the nature of business and the size and
complexity of operations of the Company. The Audit Committee periodically evaluates the
adequacy and effectiveness of the Company’s internal financial control systems and monitors the
implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that “the Company has in all material respects an
adequate internal financial control system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31st March 2025.

Further certificate of compliance from the Managing Director and Chief Financial Officer
annexed to this report confirms the adequacy of the internal control systems and procedures of
the Company.

The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management
Committee are not applicable to the company.

24. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and
ethical behaviour in all its operations, the Company has formulated Vigil Mechanism Policy. This
policy aspires to encourage all employees to report suspected or actual occurrence of illegal,
unethical or inappropriate events (behaviours or practices) that affect Company’s interest/image.

25. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”) has been
duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual
harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

a.	Number of complaints of Sexual Harassment received in the Year	NIL
b.	Number of Complaints disposed off during the	NIL
	year
c.	Number of cases pending for more than ninety	NIL
	days

26. HUMAN RESOURCE DEVELOPMENT

Your Company treats its “human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an on-going basis. A
number of programs that provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation and job enlargement.

27. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could
affect the Company’s financial position have occurred between the end of the financial year of the
Company and date of this report.

28. LISTING WITH STOCK EXCHANGE:

The Company is listed in BSE and the Company has paid the Annual Listing Fee for the year 2025¬
26.

29. ANNUAL REPORT

As per SEBI circular, requirement of sending physical copies of Annual Report to shareholders are
dispensed with for listed entities who conduct their AGM’s till December 31, 2024.

We request the shareholders to download the 15^th Annual Report which is uploaded on our website
www. ursugar.co. in

30. POLICY FOR SELECTION AND APPOINTMENT OF NON EXECUTIVE
DIRECTORS AND THEIR REMUNERATION

The Board has constituted a Nomination & Remuneration Committee (NRC). The details of terms
of reference, number & dates of meeting held, attendance and other details are given separately in
the attached Corporate Governance Report. The Board on the recommendation of NRC framed
Nomination and Remuneration Policy for selection and appointment of Directors, senior
managerial personnel and their remuneration.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of CSR are not applicable to the Company

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company’s shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code. All Board of
Directors and the designated employees have confirmed compliance with the Code. The
Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in
connection with prevention of Insider Trading.

33. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the
Company’s objectives, projections, estimates, expectations or predictions may be “forward¬
looking statements” within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.

34. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

35. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

36. ONE TIME SETTLEMENT WITH THE BANKS OR FINANCIAL
INSTITUTIONS:

No one-time settlement with Banks or Financial Institutions were entered during the year.

37. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided
by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board
of India, government and other regulatory Authorities, stock exchanges, other statutory bodies,
Company’s bankers, Members and employees of the Company for the assistance, cooperation and
encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued.

Your Directors also sincerely acknowledge the significant contributions made by the employees
through their dedicated services to the Company Your Directors look forward to your continuing
support.

By order of the Board

For UR Sugar Industries Limited

Sd/-

Lava Ramesh Katti

(Chairman and Managing Director)

Din: 02777164

Date: 02^nd September, 2025

Place: Belgaum

---

Mar 31, 2024

Your Directors take pleasure in presenting the 14^th Annual Report together with Standalone Audited Financial Statements of your Company for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE (Figures are Rupees in Lakhs)

Sr. No.	PARTICULARS	Year Ended
		31 03 2024	31 03 2023
		Audited	Audited
	Income
1	Revenue From Operations	-	902.64
2	Other Income	162.09	13.64
3	Total Income	162.09	916.28
4	Expenses
a	Cost of Material Consumed	-
b	Purchase of stock in trade	-	430.47
c	Changes in Inventories Of Finished Goods	-	348.85
d	Employee Benefits Expenses	19.09	57.54
e	Finance Cost	0.76	1.20
f	Depreciation & Amortization Expenses	5.10	13.43
g	Other Expenses	56.84	90.79
	Total Expenses	81.78	942.28
5	Profit before exceptional Item & Tax,	80.31	(26.01)
6	Exceptional Item		-
	Prior Period Expense		-
7	Profit from Operation before Tax	80.31	(26.01)
8	Tax Expenses
a	Current	21.86	-
b	Earlier Year Tax	-	-
c	Deferred Tax	2.72	(1.53)
8	Total Tax	24.58	(1.53)
9	Profit from Continuing Operation (7-8)	55.73	(24.48)
10	Non-Controlling Interest	-	(2.53)
11	Profit / (Loss) from discontinuing Operation	-	-
12	Tax Expenses discontinuing Operation	-	-
13	Profit / (Loss) from discontinuing Operation after tax

| 14 | Profit from the period (9 13)

| 55.73 |

(21.95) |

2. PERFORMANCE REVIEW AND THE STATE OF THE COMPANY’S AFFAIRS:

The Key Highlights of the Company’s performance (Standalone) for the year ended March 31, 2024 are as under:

• Total Income recorded at Rs. 162.09 Lakhs as against revenue of Rs. 916.28 Lakhs in the previous financial year.

• PBDT recorded at Rs. 80.31 Lakhs as against last year’s losses of Rs. 23.48 Lakhs

• Net profit after tax is recorded at Rs 55.73 Lakhs against previous year’s net Loss of Rs. 21.95 Lakhs.

You can find a detailed analysis of the company''s current situation and future prospects in the ''Management Discussion and Analysis'' section, where we provide thorough information.

At present, our company is engaged in business activities as per the Objectives stated in Clause III(A) of the Memorandum of Associates. However, considering the developments in various industries, we see several opportunities where we can operate more efficiently.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves separately.

4. DIVIDEND

Your Directors do not recommend any dividend for the financial year 2023-2024 as the Company is still in pre-operational stage

5. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

There was no change in the Capital Structure of the Company during the period under review.

6. DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

7. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors, and General Meetings, respectively have been duly followed by the Company.

8. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

There was no company which have become or ceased to be company’s subsidiary/ associate companies or entered into joint ventures during the year.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There were no loans, guarantees and investments made by the company during the period under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Company has not entered into any contracts/arrangements with related parties during the year that are required to be disclosed.

11. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(A) CONSERVATION OF ENERGY

i) The steps taken or impact on conservation of energy: Company is yet to set up the sugar

factory, however efforts are made at all levels to conserve energy and minimize its use.

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipment’s: NIL

(B) TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption: NIL

ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

• Better economy, reduction in emission & clean operation

• Optimum efficiency

iii) In case of imported technology (imported during the last year reckoned from the beginning of the financial year): NIL

• The details of technology imported: NIL

• The year of import: NIL

• Whether the technology fully absorbed: NIL

• If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: NIL

iv) The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, Foreign Exchange Earnings and Outgo are as under:-
Particulars	2024		2023
Foreign Exchange earned	Nil		Nil
Foreign Exchange used	Nil		Nil

12. AUDITORS AND AUDITORS’ REPORT STATUTORY AUDITORS

M/s. Vijay Panchappa &Co., Chartered Accountants (ICAI Registration No. 004693S) were appointed as the Statutory Auditors of the Company to hold office for five consecutive years starting from the conclusion of the 13^th Annual General Meeting (AGM) held on September 30, 2023 until the conclusion of the AGM of the Company to be held during the financial year 20272028.

STATUTORY AUDIT REPORT

The audit conducted by Vijay Panchappa & Co, Chartered Accountants for FY 2023-24 does not contain any qualification remark. The Audit report is enclosed with the financial statements in this Annual Report and it is self-explanatory.

SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company had appointed G D S & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2023-24

The Copy of Secretarial Audit Report for the Financial Year 2023-24 issued in this regard has been attached as Annexure to the Board Report.

INTERNAL AUDITORS

The Company has appointed M/s. Khadabadi and Menshi, Chartered Accountants, as Internal Auditors of the Company for financial year 2023-24. The Internal Audit Report given by the auditor for the Financial Year 2023-24 does not contain any qualification remark.

COST AUDITOR AND COST AUDIT

The provisions of Cost Audit are not applicable to the Company.

13. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in a separate section forming part of this Annual Report is enclosed as ‘Annexure to this Report

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. Your Board comprises of experts in the field of Finance, Corporate Governance, and technology in financial inclusion, Enterprise Management, People Management and Leadership skills. Your Company has also appointed a Woman Director on the Board.

The Board of Directors as on March 31, 2024 comprised of the following directors:

Name of Directors & KMPs	DIN/PAN	Designation
Mr. Lava Ramesh Katti	02777164	Executive Director Chairman - MD
Mr. Nikhil Umesh Katti	02505734	Non-Executive - Non Independent Director
Mr. Kush Katti	02777189	Non-Executive - Non Independent Director
Mr. Basavaraj Veerappa Hagaragi	07852512	Non-Executive - Independent Director
Mr. Makabul Kaseemsab Ammanagi	10095125	Non-Executive - Independent Director
Ms. Pratibha Pramod Munnolli	07852508	Non-Executive - Independent Director
Mr. Nitin D Karekar	BNXPK2923H	Chief Financial Officer
Ms. Amita Singh	GONPS3080H	Company Secretary

Changes in Director’s & Key Managerial Personnel

Ms. Ankita Gupta resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f August 16, 2023.

Ms. Amita Singh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. November, 11^th, 2023

Declaration by Independent Directors

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Act.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for reappointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘aGm’) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. The Independent Directors of the Company confirmed that they are in compliance with the requirements of Regulation 25 of Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

Board Evaluation

Pursuant to the provisions of the Act, the Board is required to monitor and review the Board evaluation framework. The Annual Performance Evaluation is conducted for all Board Members as well as the working of the Board and its Committees. The evaluation process also considers the time spent by each of the Board Member, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board evaluation for financial year 2023-24 was discussed by the Nomination and Remuneration Committee and the Board at their meeting held on February 09, 2024.

Familiarization Programme for Independent Directors

Every new Independent Director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company’s strategy, operations, policies, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 09, 2024, without the presence of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company Management and the Board in terms of Schedule IV of the Act.

All the Independent Directors of the Company were present in the meeting.

Meeting of Board of Directors

The Board met 8 times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

• 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 of the Company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work.

16. COMMITTEES OF THE BOARD

Currently, the Board has Three Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholder’s Relationship Committee;

17. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as Annexure.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as Annexure to this Report.

19. BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

20. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Registered Office of the Company was shifted from the State of Maharashtra to the State of Karnataka during the year. Relevant disclosures in this regard have already been made and updated on our website.

21. ANNUAL RETURN

As required under Section 134(3) (a) of the Act, the Annual Return is put on the Company’s website and can be accessed at www.ursugar.co.in.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

23. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Subsequent to the date of financial statements (i.e. after 31^st March 2024) no significant event has occurred.

24. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks.

The internal control systems are commensurate with the nature of business and the size and complexity of operations of the Company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company’s internal financial control systems and monitors the implementation of recommendations made by the Committee.

The Auditors of the Company have also opined that “the Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2024

Further certificate of compliance from the Managing Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the Company.

The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviours or practices) that affect Company’s interest/image.

26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. HUMAN RESOURCE DEVELOPMENT

Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an on-going basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

28. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

29. LISTING WITH STOCK EXCHANGE:

The Company is listed in BSE and the Company has paid the Annual Listing Fee for the year 2024-25.

30. ANNUAL REPORT

As per SEBI circular, requirement of sending physical copies of Annual Report to shareholders are dispensed with for listed entities who conduct their AGM’s till December 31, 2024.

We request the shareholders to download the 14^th Annual Report which is uploaded on our website www.ursugar.co.in

31. POLICY FOR SELECTION AND APPOINTMENT OF NON EXECUTIVE DIRECTORS AND THEIR REMUNERATION

The Board has constituted a Nomination & Remuneration Committee (NRC). The details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of

NRC framed Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of CSR are not applicable to the Company

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in connection with prevention of Insider Trading.

34. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forwardlooking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

35. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company’s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued.

Your Directors also sincerely acknowledge the significant contributions made by the employees through their dedicated services to the Company Your Directors look forward to your continuing support.

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their report on the affairs of the company for the Financial Year ended March 31, 2015.

FINANCIAL PERFORMANCE

(Audited) (Amount in Rs.)

Particulars Financial Year Financial Year ended ended 31.03.2015 31.03.2014

Total Revenue 264,141,574 124,215,408

Profit before Interest, Tax & 1,136,079 881,701 Depreciation

Less: Depreciation 664,393 371,718

Profit before Tax 471,686 509,983

Prior Period Expenses

Income Tax for Previous Years 11,399 -

TDS W/O 29,473 -

Profit before Tax after Extraordinary 430,814 509,983 Iteams

Less: Provision for Income Tax

i) Current Tax 201,981 90,500

ii) Deferred Tax 26,120 24,014

Net Profit/ (Loss) 202,713 395,469

KEY HIGHLIGHTS

The Total Revenue for the year grew to Rs. 26.41 Cr. in 2014-15 from Rs 12.42 Cr. in 2013-14, resulting in a growth of 112.64%.

The Net Profit for the year declined to Rs. 2.03 Lacs in 2014-15 from Rs. 3.95 Lacs. In the previous year i.e. a decline of 48.61%.

The Earnings per share (EPS) for the year is 0.14 per share resulting a decline of 64.10 % as compared to Rs 0.39 per share of the previous year.

STATE OFCOMPANY'S AFFAIR

The Company is engaged in the trading business. We are the registered dealer in Metals, IT Hardwares, Bullion and Fabrics . All three Trading heads are our Strategic Business Units and are headed by team of professionals. In year 2014-15 we have done a sales of more than Rs 27 Crores and in current financial year we have a target sales of more than Rs 50 Crores.

The Company has ventured in to Supply and Trading in Computer Hardware with initial focus on Delhi and NCR Region in addition to its existing line of trading operations w.e.f. 01-03-2015

The company bags order to supply Computer Hardware and Peripherals worth Rs. 2.5 Crores from Skyway Ventures Limited on 13th May, 2015

The Company bags order to Supply Computer Hardware and Peripherals worth Rs. 8 Crores (Rupees Eight Crores) from Aashee Infotech Limited on 08th May, 2015

DIVIDEND

In order to meet the additional working capital requirements of the Company, No Dividend has been declared.

TRANSFER TO RESERVES:

During the year under review, the company has not transferred any amount to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There is no Material changes Affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

LISTING OF SHARES:

The Company came out with an IPO of 35,00,000 equity shares which opened on 25th March, 2015. The equity shares of Yogya Enterprises Ltd (Scrip Code: 539097) are listed and admitted to dealings on the SME Platform of BSE in the list of 'MT' Group Securities w.e.f. 15.04.2015. Issue price was Rs. 15/- per share (Face Value Rs.10/-, Premium Rs. 5/-). Date of Allotment in the public issue was April 9, 2015.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the Business during the Financial year under review. However, the company has ventured in to supply and trading in computer hardware with initial focus on Delhi and NCR Region in addition to its existing line of trading operations w.e.f. 01-03-2015

NUMBER OF MEETINGS OF THE BOARD0

The Board met 14times during the Financial Year 2014-15, on 15/05/2014, 25/10/2014, 26/11/2014, 10/12/2014, 12/12/2014, 15/12/2014, 17/12/2014, 18/12/2014, 22/12/2014, 22/01/2015, 03/03/2015, 16/03/2015, 17/03/2015

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the period under review Ms. Rama Rani resigned from the Board w.e.f. 17.12.2014.

As per the provisions of the Companies Act, 2013, Ms. Monica Gupta retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for approval of the members in the forthcoming Annual General Meeting.

During the year, Mr. Shyam Sunder Aggarwal and Mr. Aditya Mehra were appointed as Additional Director by the Board on 05.12.2014.Their term are upto the conclusion of the forthcoming AGM. In Compliance of section 149 of the Companies Act, 2013, regarding appointment of Independent Director, the Board recommends their appointment as Independent Director for the approval of members in the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In compliance of section 203 of the Companies Act, 2013, Mr. Tarun Kumar, CFO, Mr. Rajeev Gupta, Managing Director and Ms. Prachi Sharma, Company Secretary are Key Managerial Personnel of the Company and were appointed at current designation on 25.12.2014, 27.11.2014 and 01/06/2015.

Mr. Tarun Chhabra was appointed as Company Secretary and Compliance officer on 22.12.2014. He resigned w.e.f. 27.05.2015

INDEPENDENT DIRECTORS

In terms of sub-section (10) of section 149 of the Companies Act, 2013 (effective from 01-04-2014), every listed company shall appoint Independent Directors, who shall hold office for a term up to 5 (five) consecutive years on the Board of a company and sub section (11) of section 149 states that no Independent Director shall be eligible to be appointed for more than 2 (two) consecutive terms of 5 (five) years.

Further, it may be noted that sub-section (5) of section 149 of the Companies Act, 2013, provides for a transitional period of one year (from 01-04-2014) for re-appointment of the Independent Directors, if eligible, for a consecutive period of 5 (five) years (if it is intended so by the Board) subject to compliance with the eligibility and other prescribed conditions.

In compliance of Section 149 of the Companies Act, 2013, regarding appointment of independent directors, your board have decided to recommend the appointment of Mr.Aditya Mehra, and Mr. Shyam Sunder Aggarwal as independent directors for period of 1 year.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 are attached as Annexure 'A'to this Report.

STATUTORY AUDITORS

M/s STRG &Associates, Chartered Accountants, the retiring auditors are eligible for reappointment to hold office from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. A written declaration has been received from them confirming that, if appointed, their re-appointment will be within the limits specified under Section 141of the Companies Act, 2013. The audit committee has recommended their reappointment. Members may kindly consider their re-appointment and fix their remuneration.

Auditor's Report

Auditor's Report does not contain any observation(s)/qualification(s), hence does not call for any explanation.

SECRETARIAL AUDITORS

The Company got listed on 15th April, 2015. So Secretarial Audit for the Financial Year 2014-15 was not required as per the provisions of Companies Act, 2013

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(A) Conservation of energy:

(i) Steps taken or impart on conservation of energy :-No such steps were required as the Company is not into any manufacturing activities.

(ii) Steps taken by the company for utilizing alternate sources of energy:- No such steps were required as the Company is not into any manufacturing activities.

(iii) Capital Investment on energy conservation equipments:-NIL

(B) Technology absorption

(I) efforts made towards technology absorption:- As the Company is not using any borrowed technology no such steps are required.

(II) benefit derived:- NA

(III) In case of imported technology- N.A.

a) The detail 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 been taken place, and the reasons thereof

(IV) Expenses incurred on R & D: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)

PARTICULARS CURRENT YEAR PREVIOUS YEAR

Foreign Exchange Outgo NIL NIL

Foreign Exchange Earning NIL NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficien conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.

The provision of sec 138 was not applicable to the company during the period under review.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not made any investment and given guarantee under Sec 186 of the Companies Act, 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Your company does not have any unlisted/listed subsidiary company or Joint Ventures or any Associate Companies. Pursuant to the provisions of the Rule 8 of Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, associates and joint venture companies in Form AOC-1 is attached as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any related party transaction falling under sub-section (1) of Section 188 of the Companies Act, 2013.Form for disclosure of particulars of contracts/arrangements as required under clause (h) of sub-section (3)of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014) is provided in the Board Report in the form AOC- 2 as Annexure C.

COMPOSITION OF COMMITTEES

Audit Committee

As per the provisions of Section 177 of the Companies Act, 2013 your Company has Constituted an Audit committee. The Audit Committee comprises of majority of the Independent Directors.All the members of the Committee have experience in financial matters. The details of the composition of the committee are set out in the following table:

S. No. Name Designation Status

1 Mr. AdityaMehra Independent Director Chairman

2 Mr.Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member Independent Director

Nomination and Remuneration Committee

Our Company has constituted a nomination and remuneration committee ("Nomination and Remuneration Committee"). The Nomination and Remuneration Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 18th December, 2014. The committee currently comprises of three (3) Directors. Mr. Aditya Mehra is the Chairman of the remuneration committee.The details of the composition of the Committee are set out in the following table:

S. No. Name Designation Status

1 Mr. Aditya Mehra Independent Director Chairman

2 Mr. Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE / INVESTORS GRIEVANCE COMMITTEE

Our Company has constituted a Stakeholders relationship Committee / investors grievance committee ("Stakeholders relationship committee / Investors Grievance Committee") to redress the complaints of the shareholders. The Stakeholders relationship Committee / Investors Grievance Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 18th December, 2014. The committee currently comprises of three (3) Directors Mr. Aditya Mehra is the Chairman of the Stakeholders relationship Committee / Investors Grievance Committee.

S. No. Name Designation Status

1 Mr. Aditya Mehra Independent Director Chairman

2 Mr.Shyam Sunder Aggarwal Independent Director Member

3 Ms. Monica Gupta Non Executive and Non Member

Independent Director

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to directors and KMPs. The said policy is available on website.

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, as approved by Board on recommendation of Audit Committee.

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy during the year, which was approved by the Board of Directors. The Policy provides for evaluation of the Board, the Committee of the Board and individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. Though the Company got listed in the Month April 2015 and as such the provision of Corporate Governance were not required to be complied with by the Company, however, the report on Corporate Governance as stipulated under the Listing Agreement is prepared on the basis of current period applications which forms an integral part of this Report. As during the period under review Corporate Governance were not applicable, therefore Auditors Certification has not been obtained and Management Discussion and analysis report is also not attached. Basic information in the Corporate Governance is given for the sake of investors.

DEPOSITS

Your Company has neither accepted nor any fixed depositswas outstanding as of the Balance Sheet date.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rue 5(2) of the Companies (Appointment of Managerial Personnel) Rules, 2014 is given in Annexure-D and forms part of this Report.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by the Company's Bankers and also appreciates the continued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for the valuable contribution and whole hearted support extended by the Company's employees at all levels.

By Order of the Board For Yogya Enterprises Limited

-sd-

(Rajeev Gupta) Managing Director DIN:00603828 Residential Address: 203, Gupta Arcade, ShresthVihar Market, Delhi, 110092, Delhi, INDIA

-sd-

(Monica Gupta) Director DIN:01559355 Residential Address: GOVERDHAN LAL ARORA, C-19,EAST BALDEV PARK, KRISHNA NAGAR, DELHI, 110051

Place: New Delhi Date: 2nd September 2015