PANEL SOLAR ON-GRID FUTURE POWER PLANET ENERGY ON-GRID FUTURE GREEN ON-GRID SUN GREEN ENERGYPV FUTURE ENERGY SOLAR FUTURE POWER PLANET PANEL SUN

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2 SUN GREEN ENERGYPV FUTURE PLANET PANEL PV UJAAS POWERSUN ON-GRID GREEN ENERGY PLANET OWN YOUR SUN PANEL POWER PLANET GREEN ENERGY ON-GRID SOLAR GREEN ENERGY SUN POWER PLANET ON-GRID ROOFTOP PANEL GREEN ENERGY HOME SOLAR RENEWABLE POWER PANEL SOLAR GREEN ENERGY ON-GRID FUTURE SOLAR SUN ON-GRID FUTURE GREEN ENERGY SUN POWER ECO-FRIENDLY ELECTRICITY GREEN ENERGY PLANET MODULE POWER POWER ROOFTOP ON-GRID ENERGY PANEL SOLAR ROOFTOP MODULE GREEN ENERGY POWER ENERGY ENVIRONMENT a bright future wi Ujaas PANEL POWER PLANET GREEN ENERGY FUTURE PANEL POWER ON-GRID GREEN ENERGY SUN SUN RAYS CLEAN 18 Annual Report SOLAR GREEN ENERGY ON-GRID FUTURE SOLAR SUN PLANET MODULE POWER PANEL SUN FUTURE ECO-FRIENDLY POWER PHOTOVOLTAIC GREEN ENERGY OWN PLANET YOUR SUN PANEL POWER PLANET GREEN ENERGY FUTURE PANEL POWER ON-GRID ON-GRID ROOFTOP PANEL GREEN ENERGY SOLAR GREEN ENERGY SUN POWER PLANET ELECTRICITY PANEL SUN

3 CONTENTS Notice 06 Board's Report 14 Annexures to Board's Report 19 Management Discussion and Analysis 36 Report on Corporate Governance 41 Standalone Financial Statements 54 Balance Sheet 58 Statement of Profit & Loss 59 Cash flow Statement 60 Notes forming part of financial atement 63 Consolidated Financial Statement 78 Balance Sheet 81 Statement of Profit & Loss 82 Cash flow Statement 83 Notes forming part of financial atement 87 Attendance Slip 101 Proxy Form 103 Route Map

4 BUILD A BRIGHT FUTURE WITH UJAAS This phrase indicates our aim and passion of building up a planet which would be bright and be er wi e use of Solar Energy in e years to come. We HOPE and believe at e Solar Power will soon become one of e bigge contributors to India's huge appe te for power. Solar Power will help in mee ng e ever-increasing power demands of our shining na on. At Ujaas, we have been pu ng our sincere EFFORTS in contribu ng towards green energy. We have introduced various new products and solu ons for producing clean energy. During e financial year , e Company launched its Home Solar Business, wherein we brought e solar power to several hundred homes in e ates of Gujarat, U ar Pradesh, Rajasan and Madhya Pradesh. The Company has major focus on is segment in order to make our environment Greener, Be er & Brighter. We invite you all to join is regime for a brighter and a be er tomorrow wi UJAAS. WHEN IT IS BRIGHT, CUT OFF THE GRID.

5 CORPORATE INFORMATION COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Shilpi Singh Membership No. : A35225 AUDITORS M/s. Ashok Khasgiwala & Co. Chartered Accountants Indore. REGISTERED OFFICE CORPORATE OFFICE Survey No.211/1, 701-A, NRK Business Park, Opp. Sector- C & Metalman, Block B-1, PU-4, Sc. No.74, Sanwer Road Indurial Area, Vijay Nagar Square, Indore (M.P.) Indore (M.P.) Tel: Tel No.: ; Fax: Fax: Website: CIN: L31200MP1999PLC info@ujaas.com LISTED ON The National Stock Exchange of India Limited BSE Limited SEGMENT: MANUFACTURING FACILITIES Unit I Unit II 2-D-2, Sector 'D' Survey No. 211/1 Sanwer Road Indurial Area Indore (M. P.) Opp. Sector - C & Metalman, Sanwer Road Indurial Area Indore (M. P.) SOLAR POWER PARKS: 1. RAJGARH PARK 5. ICCHAWAR PARK Village Gagorni, Dirict Rajgarh (Biora) Village Icchawar, Near Bhopal (M.P.) Di. Sihore (M.P.) 2. BAROD PARK 6. BERCHA PARK Village DhablaSondhiya, Tehsil Barod Village Ranbhavar, Dirict Agar (M.P.) Dirict Shajapur (M.P.) 3. ROJHANI PARK 7. SITAMAU PARK Village Rojhani, Tehsil Barod Village Dharakhedi Dirict Agar (M.P.) Di- Mandsaur (M.P.) 4. SUSNER PARK 8. TARANA PARK Village Jamuniya, Tehsil Susner Village Kadodiya Dirict Aagar (M.P.) Di. Ujjain (M.P.) BANKERS State Bank of India Axis Bank Limited Bank of Baroda Union Bank of India Indian Overseas Bank RBL Bank Limited REGISTRAR AND SHARE TRANSFER AGENT Bigshare Services Pvt. Ltd. 1 Floor, Bharat Tin Works Building, Opp. Vasant Oasis Makwana Road, Marol, Andheri Ea Mumbai Maharashtra, India

6 BOARD OF DIRECTORS SHRI SHYAM SUNDER MUNDRA Chairman & Managing Director DIN : SHRI VIKALP MUNDRA Jt. Managing Director DIN : SHRI ANURAG MUNDRA Jt. Managing Director & CFO DIN : SMT. AARTI JHAVERI Independent Director DIN : SHRI SANTOSH MUCHHAL Independent Director DIN : SHRI RAJIVA KUMAR SRIVASTAVA Independent Director DIN :

7 Chairman's Message Solar Energy corporation of India (SECI) for inallation at Andaman and Nicobar Islands, Airport auority of India (AAI) in Jaipur and Andaman. Dear Stakeholders, I take is opportunity to share wi you e progress report of your company for e year The management's vision to commission and maintain 5 GW of solar power for our clients out of e 100 GW target by 2022 is on track and remains unchanged. nd The company maintained it's grow trajectory for e 2 consecutive year. The revenue of e company increased from Rs Crores in FY16 to Rs 479 Cr for FY17. This is a 71% grow of e topline clocked over a higher base of FY16 wherein e company increased its revenue by 146% over e previous year (FY15) The profit after tax of e company increased from Rs 20.9 Crores in FY16 to Rs 36.3 Crores in FY17 an increase of 73%. Alough we are a grow company but ill we proposed to declare a dividend as our philosophy to share profits wi ake holders. Global and Indian Market Overview: a) In e calendar year 2016, 77,000 MW of Photovoltaic (PV) based capacity was added globally representing a grow of 34% in capacity addition all over e Globe. The capacity addition was led by China 34,500 MW, US MW, Japan MW and India 5500MW b) In e calendar year 2017, an eimated 79,000MW of PV capacity is going to get added globally. India is expected to add 8800 MW making it e ird large PV market overtaking Japan during e year c) As on India has utility scale inallations totaling to MW. India is expected to add 44,000 MW of utility scale capacity till During e year under review, your company: b) Has added more an 50 MW DC capacity for private clients in our park business. We added anoer solar park to our portfolio of Parks which now ands at 8 park sites spread across Madhya Pradesh and Maharashtra. Your company will now managemore an 200 MW solar power plants which have a predictable operations and maintenance revenue ream which is locked in for 25 years from e inception of e plant. c) Has inalled 4.9MW of roof top inallations as of Some of e preigious inallations where our team is executing/has executed our roof top plants are Collectorate at Lucknow, Bhabha Atomic research center at Mumbai, several eablishments of Indian Oil Corporation Ltd. d) More an doubled e headcount in e solar business. As on Mar 31, 2017 e headcount ands at over 400 people. e) Has launched e Home solar business during e year and bought solar power to several hundred homes in e ates of Gujarat, Uttar Pradesh, Rajasan and Madhya Pradesh. The company has plans to inve and scale is business up several fold in e years to come. Given e challenges associated wi a growing organization we have added to our leadership team. MrAnjan Ghosh an IIT Kharagpur alumnus has joined us from Tata International. Mr Ghosh has about 30 years of work experience in Blue chip corporates. Mr Prashant Gupta has joined us from Samsung to spearhead e retail (Home Solar) business of Ujaas. I welcome em and send my be wishes on eir new assignment Finally, I take is opportunity to ank our valued cuomers, our bankers and our employees for eir consient support. My special anks to e Board of Directors for eir conscientious guidance, e Company's leadership team for eir enusiasm and efforts; all of which has contributed to your Company's grow. Wi Be Wishes, Shyamsunder Mundra Chairman & Managing Director DIN: Date: 14 Augu, 2017 a) Won tenders/orders from Manganese Ore India Limited (MOIL), 2

8 NOTICE Th Notice is hereby given at e Eighteen (18 ) Annual General Meeting of e members of UJASS ENERGY Th LIMITED will be held on on Tuesday, 19 September, 2017 at 3:30 p.m. at e Corporate Office of e Company situated at NRK Business Park, Vijay Nagar Square, Indore.(M.P.), to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt e audited andalone and consolidated financial atements of e Company for e St financial year ended as on 31 March 2017, along wi e reports of Board of Directors and e Auditors ereon. 2. To declare a final dividend of Re on equity share of Re. 1/- each for e financial year ended March 31, To appoint a director in place of Mr. Anurag Mundra (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint Statutory Auditors and fix eir remuneration and in is regard to consider and if ought fit to pass wi or wiout modification, e following resolution, as an Ordinary Resolution: RESOLVED THAT, pursuant to e provisions of section 139,142 and oer applicable provisions, if any, of e Companies Act, 2013 and Rules framed ereunder (including any atutory modification(s) or re-enactment ereof for e time being in force) and pursuant to e recommendation of e Audit Committee and e Board of Directors, M/s. Atishay and Associates., Chartered Accountants, Indore (Firm Reg. No C), in place of outgoing Statutory Auditors viz., M/s. Ashok Khasgiwala & Co., Chartered Accountants (Firm Reg. No., 0743C), who holds office upto e conclusion of is Annual General Meeting, be and are hereby appointed as Statutory Auditors of e Company for a term of five (5) consecutive financial years commencing from e conclusion of is Annual General Meeting till e conclusion of twenty ird (23) Annual General Meeting (subject to ratification of e appointment by e Members at every AGM) at such remuneration and out- of -pocket expense, as may be mutually agreed between e Board of Directors and e Statutory Auditors. RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board of Directors of e Company (which term shall include any committee ereof, for e time being exercising powers conferred on board by is resolution) be and is hereby auorized to do all such acts, deeds, matters and ings, as it may ink necessary for e purpose of making is resolution effective. SPECIAL BUSINESS: 5. To consider and if ought fit to pass wi or wiout modification, e following resolution as an Ordinary Resolution. RESOLVED THAT, pursuant to e provisions of Section 188 and oer applicable provisions, if any of e Companies Act,2013 and e Companies (Meeting of Board and its Powers) Rules,2014(including any atutory modification(s) or enactment ereof for e time being in force), and in terms of Regulation 23 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to e consent of e Audit Committee and e Board of Directors vide resolutions passed in eir respective meetings, e approval of e members of e Company be and is hereby accorded for accepting an unsecured loan from e promoter directors of e Company, Mr. Shyamsunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra upto a tune of Rs. 80 Crore (Eighty Crore only) as per e details as set out under e Explanatory Statement annexed to is Notice and at e Board of Directors be and are hereby auorized to perform and execute all such deeds, matters and ings including delegate such auority as may be deemed necessary or expedient to give effect to is resolution and for e matters connected erewi or incidental ereto. 6. To consider and if ought fit to pass wi or wiout modification, e following resolution as Special Resolution. RESOLVED THAT, pursuant to e provisions of Section 42, 62 and oer applicable provisions, if any, of e Companies Act, 2013 read wi e Companies (Share Capital and Debentures) Rules, 2014 and all oer applicable Rules made ere under (including any amendments ereto or re-enactment ereof) and pursuant to e provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (SEBI ICDR Regulations), as amended from time to time and subject to all e oer rules, regulations, guidelines, notifications and circulars prescribed by e Securities and Exchange Board of India ( SEBI ),e applicable provisions of e Foreign Exchange Management Act, 1999 as amended ( FEMA ), and regulations made ere under including e Foreign Exchange Management (Transfer or issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time, and e Issue of Foreign Currency Convertible Bonds and Ordinary Shares (rough Depository Receipt Mechanism) Scheme, 1993, and e enabling provisions of e Memorandum and Articles of Association of e Company and e liing agreements entered into by e Company wi each of e ock exchanges where e equity shares of e Company are lied, and in accordance wi e applicable regulations and/ or guidelines issued by any oer competent auorities and/ or clarifications issued ereon, from time to time and subject to all such approvals, consents, permissions and/or sanctions as may be necessary from e Government of India ( GOI ), of e Securities and Exchange Board of India, e ock exchanges, e Foreign Invement Promotion Board, e Reserve Bank of India, e Miniry of Finance, e Miniry of Indury, e Miniry of Commerce and such oer miniries / 3

9 departments of e Government of India, and all such oer auorities or initutions as may be required, and subject to such conditions as may be prescribed by any of em while granting any such approval, consent, permission, and/or sanction, as may be agreed to by e Board of Directors of e Company (e Board, which term shall be deemed to include e Management Committee of e Board conituted or any oer committee which may be conituted to exercise its powers including e powers conferred here under), e consent, auority and approval of e Members of e Company be and is hereby accorded to e Board to offer, create, issue and allot (including any provisions for allotment on firm/competitive basis as may be permitted) from time to time, in one or more tranches, in e course of domeic/international offerings, wi or wiout an overallotment option, wheer rupee denominated or denominated in foreign currency, such number of equity shares, non-convertible debentures, convertible debentures subject to SEBI guidelines, Foreign Currency Convertible Bonds (FCCBs), Global Depository Receipts (GDRs) or American Depository Receipts (ADRs), convertible warrants or any oer inrument convertible into any class of equity shares or any combination ereof rough Furer Public Offer, Rights Issue, Preferential Offer, Private Placement or rough Commercial paper subject to guidelines issued by Reserve Bank of India for such an issue, as may be deemed fit by e Board in one or more tranches, to all eligible inveors including but not limited to members, promoters, directors or eir relatives/associates, Indian public, Bodies Corporate, employees, Qualified Initutional Buyers, Mutual Funds, Venture Capital Funds, Banks and oer initutional inveors, Non- Resident Indians, Overseas Corporate Bodies, Foreign Initutional Inveors, Foreign Venture Capital Inveors, Foreign Nationals, etc up to an aggregate amount of Rs.500 crores (or equivalent ereof in one or more foreign currency), inclusive of premium of such issue and allotment of securities may be made in one or more tranches, in such manner and on such terms and conditions as may be determined by e Board at e time of e issue and allotment of such securities and such Securities may be issued at a discount of up to 5% (or more as may be prescribed under SEBI Regulations), on e price determined in accordance wi e pricing formula. RESOLVED FURTHER THAT, e Board be and is hereby auorized to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion or exchange of e Securities as may be necessary in accordance wi e terms of e offering, all such shares ranking pari passu wi e exiing equity shares of e Company in all respects including dividend and e equity shares / Securities to be so offered, issued and allotted shall be subject to e provisions of e Memorandum and Articles of Association of e Company. RESOLVED FURTHER THAT, e relevant date for determining e pricing of e equity shares (or of e underlying equity shares) proposed to be issued, in accordance wi e provisions of e SEBI Regulations shall be, in case of issuance of equity shares of e Company, e date of e meeting in which e Board of e Company or e Committee of Directors duly auorized by e Board of e Company decides to open e proposed issue and in case of issuance of convertible securities which are convertible/ exchangeable into equity shares of e Company at a later date eier e date of e meeting in which e Board decides to open e issue of such convertible securities or e date on which e holders of such convertible securities become entitled to apply for equity shares of e Company. RESOLVED FURTHER THAT, e allotment of Securities or a combination of Securities shall be completed wiin a period of twelve mons from e date of passing of is resolution or such oer time as may be allowed under SEBI Regulations and furer e Securities shall not be eligible to be sold for a period of twelve mons from e date of allotment except on a recognized ock exchange or as prescribed under SEBI Regulations. RESOLVED FURTHER THAT, e number and/or conversion price in relation to equity shares at may be issued and allotted on conversion, if any, of e Securities at may be issued rough e Qualified Initutions Placement in accordance wi e SEBI Regulations and also rough Foreign Currency Convertible Bonds (FCCBs), Global Depository Receipts (GDRs) or American Depository Receipts (ADRs), shall be appropriately adjued for corporate actions such as bonus issue, rights issue, split and consolidation of share capital, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate reructuring. RESOLVED FURTHER THAT, wiout prejudice to e generality of e above, subject to applicable laws and subject to approval, consents, permissions, if any of any governmental body, auority or regulatory initution including any conditions as may be prescribed in granting such approval or permissions by such governmental auority or regulatory initution, e aforesaid Securities may have such features and attributes or any terms or combination of terms at provide for e trade-ability and free transfer ability ereof in accordance wi e prevailing practices in e capital markets including but not limited to e terms and conditions for issue of additional Securities and e Board be and is hereby auorized in its absolute discretion in such manner as it may deem fit, to dispose of such Securities at are not subscribed, subject to applicable law. RESOLVED FURTHER THAT, e Board be and is hereby auorized to appoint e lead managers, underwriters, guarantors, depositories, cuodians, regirars, abilizing agent, escrow banks, truees, 4

10 bankers, advisors and all such agencies and intermediaries as may be involved or concerned in such offerings of e Securities and to remunerate em by way of commission, brokerage, fees or e like and also to enter into and execute all such arrangements, agreements, memorandum, documents, etc. wi Lead Manager(s) and to seek e liing of such securities. RESOLVED FURTHER THAT, e Board be and is hereby auorized to form a Fund Raising Committee of e Board and to delegate all or any of its power to e Fund Raising Committee of e Board to give effect to e aforesaid resolutions and is auorized to take such eps and to do all such acts, deeds, matters and ings and accept any alterations or modification(s) as ey may deem fit and proper and give such directions as may be necessary to settle any queion or difficulty at may arise in regard to issue and allotment of equity shares and / or Securities. RESOLVED FURTHER THAT, Mr. Anurag Mundra and Mr. Vikalp Mundra, Jt. Managing Directors and Ms. Shilpi Singh, Company Secretary of e Company be and are hereby jointly and / or severally auorized to do all such acts, deeds and ings as may be necessary for giving effect to is resolution, wheer incidental or ancillary ereto. By order of e Board of Directors of Place : Indore Shilpi Singh Date : 14 Augu 2017 Company Secretary ACS No: Regd. Office: Survey No. 211/1, Opp. Sector - C & Metalman, Sanwer Road Indurial Area, Indore (M. P.). Tel.: ; Fax: Website: CIN: L31200MP1999PLC info@ujaas.com NOTES : 1. An Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 relating to e Special Business to be transacted at e Annual General Meeting (AGM) is annexed hereto. 2. A member entitled to attend and vote at e Annual General Meeting is entitled to appoint a proxy/ proxies to attend and vote on poll inead of himself/ herself and e proxy/ proxies need not be a member of e Company. Pursuant to Section 105(1) of e Companies Act, 2013, read wi Rule 19 of Companies (Management and Adminiration) Rules, 2014 a person can act as a proxy on behalf of Members not exceeding 50(fifty) in number and holding in aggregate not more an 10(ten) percent of e total share capital of e Company carrying voting rights. In e case of a Member holding more an 10(ten) percent of e total share capital of e Company carrying voting rights, may appoint a single person as proxy and such a person shall not act as a proxy for any oer person or shareholder. The holder of proxy shall prove his identity at e time of attending e meeting. Proxy form duly amped and executed in order to be effective, mu reach e regiered office of e Company not less an 48 hours before e time of commencement of e Annual General Meeting. Proxy form for e AGM is enclosed. 3. The Members/Representative/ Proxy(s) are requeed to bring attendance slip, as enclosed, duly filled in, togeer wi eir copy of e notice convening e Annual General Meeting. 4. In case of joint holders attending e Meeting, only such joint holder who is higher in order of names will be entitled to vote. 5. Corporate members intending to send eir auorized representatives to attend e meeting are requeed to send to e Company a certified copy of e Board resolution pursuant to Section 113 of e Companies Act, 2013 auorizing eir representative to attend and vote on eir behalf at e meeting. 6. All documents referred to in e above notice and explanatory atement are available for inspection at e regiered office of e Company on all working days (except Saturday, Sundays and Public holidays) during working hours upto e date of e Annual General Meeting. 7. The Regier of Directors and Key Managerial Personnel and eir shareholding maintained under Section 170 of e Companies Act, 2013, e Regier of Contracts or arrangements in which Directors are intereed under Section 189 of e Companies Act, 2013 will be available for inspection by e Members at e AGM. 8. The Regier of Members and Share Transfer Books of e Company will remain closed from 13 September, 2017 to 19 September, 2017 (bo days inclusive) to determine e eligible shareholders for e payment of dividend and e dividend if declared, will be paid wiin 30 days from date of Annual General Meeting (Date of declaration). 9. Members are requeed to forward eir queries on e subjects to e Company Secretary at e Corporate Office Address or mail at cs@ujaas.com at lea 10 days in advance so as to enable e Company to furnish information / replies / clarification at e Annual General Meeting. 10. Pursuant to section 72 of e Companies Act, 2013 and wi rule 19(1) of e rules made eir under, Members holding shares and physical form and desirous of making a nomination in respect of eir shareholding in e Company are requeed to submit e details to e Regirar and Share Transfer Agent or e Secretarial Department of e Company at its Regiered Office, in prescribed form SH-13. Members holding shares in demat 5

11 form may contact eir Depository participants for recording e same. 11. In all correspondence wi e Company or wi its Regirar & Share Transfer Agent members are requeed to quote eir folio number and in case e shares are held in dematerialized form, ey mu quote eir Client ID Number and DPID Number. 12. To support e Green Initiation, e Members who have not regiered eir addresses are requeed to regier e same wi eir Depositories or wi our Regirar Bigshare Services Pvt. Ltd. Regd. Off: 1 Floor, Opp. Vasant Oasis Makwana Road, Marol, Andheri Ea Mumbai , Maharashtra. inveor@bigshareonline.com 13. Members holding shares in electronic form may note at bank particulars regiered again eir respective depository accounts will be used by e Company for payment of dividend. The Company or its Regirars and Share Transfer Agents, Bigshare Services Private Limited ( Bigshare ) cannot act on any reque received directly from e members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to e Depository Participant by e members. 14. Members holding shares in electronic form are requeed to intimate immediately any change/correct in eir address or bank mandates to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form are requeed to advise any change in eir address or bank mandates immediately to e Company / Regirar. 15. The copy of e Notice along wi e Annual Report is being sent rough electronic mode to all e members whose address are regiered wi e Company/Depository Participants(s) unless any member has requeed for a physical copy of e same. For members who have not regiered eir address, physical copies of e Annual Report are being sent in e permitted mode. 16. The Details as required under Regulation 36(3) of e SEBI(Liing Obligations and Disclosure Requirements) Regulations, 2015 ( e SEBI (LODR) Regulations, 2015), of e persons seeking re-appointment as Director under Item No.3 of e Notice, is also annexed and forms part of is Notice. 17. Non-resident Indian shareholders are requeed to inform about e change in e residential atus on return to India wi oer details like particulars of eir bank account maintained in India wi complete name, branch, account type, account number and address of e bank wi pin code number, if not furnished earlier for permanent settlement to our Share Transfer Agent or e concerned Depository Participant, as e case may be, immediately. 18. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, erefore, requeed to submit eir PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN to e Company / Regirar. 19. The Inveors who have not yet encashed / claimed e Dividend, are requeed to encash /claim e Dividend immediately. In terms of Section 124 of e Companies Act, 2013, e Company shall be required to transfer e unclaimed/unpaid Dividend of e Company on e expiry of seven years from e date it became due for payment to e Inveor Education and Protection Fund and subsequently e shareholders shall not have any right to claim e said refund from e Company or from e said Fund. The Company has uploaded e details of unpaid and unclaimed dividend lying wi e Company as on September 22,2016 (date of la Annual General Meeting) on e website of e Company at The details of e Un-encashed/Un-claimed abovementioned Dividend are as under: Unclaimed/ Due date of un-encashed transfer to Financial Year Dividend Inveor amount as on Education and Protection (Amt in `) Fund (Interim Dividend) September, (Final Dividend) Augu, (Final Dividend) November, (Final Dividend) October, (Interim Dividend) April, In compliance wi Section 108 of e Companies Act, 2013, Rule 20 of e Companies (Management and Adminiration) Rules, 2014, subituted by e Companies (Management and Adminiration) Amendment Rules, 2015, and Regulation 44 of e SEBI (LODR) Regulations, 2015, e Company has provided a facility to e members to exercise eir votes electronically rough electronic voting service facility arranged by National Securities Depository Limited (NSDL). The facility for voting, rough Ballot Paper, will be also made available at e AGM and e members attending e AGM who have not already ca eir votes by remote e-voting shall be able to exercise eir right at e AGM rough ballot paper. Members who have ca eir votes by remote e-voting prior to e AGM may attend e AGM but shall not be entitled to ca eir votes again. The inructions for e-voting are annexed to e Notice. PROCEDURE FOR REMOTE-EVOTING A. In case of members receiving from NSDL: 1. Open and open PDF file viz; Ujaas e-voting.pdf 6

12 wi your Client ID or Folio No. as password. The said PDF file contains your user ID and password/pin for remote e-voting. Please note at e password is an initial password. If you are already regiered wi NSDL for e- Voting en you can use your exiing user ID and password. 2. Log on to e e-voting website 3. Click on Shareholders - Login. 4. Put user Id and password. Click Login. 5. Password change menu appears. Change e password wi new password of your choice wi minimum 8 digits/characters or combination ereof. Note new password. It is rongly recommended not to share your password wi any oer person and take utmo care to keep your password confidential. 6. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. 7. Select EVEN (Evoting Event Number) of Ujaas Energy Limited. 8. Now you are ready to remote evoting as ca vote page opens. 9. Ca your vote by selecting appropriate option and click on SUBMIT and also confirm when prompted. 10. Upon confirmation, e message vote ca successful will be displayed. 11. Once you have voted on e resolution, you will not be allowed to modify your vote. 12. Initutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority letter etc. togeer wi atteed specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough to Scrutinizer Ashish Karodia ashishkarodia@gmail.com wi a copy marked to evoting@nsdl.co.in B. In case of members receiving e physical copy: 1. To refer to e attached inruction sheet for e evoting particulars viz.initial password alongwi EVEN (e voting EVEN number ) and user ID. 2. Please follow all e eps from Sr. No.1 to Sr. No. 9 In case of any queries, you may refer e Frequently Asked Queions (FAQs) for Members and remote e- voting user manual for Members available at e downloads section of or call on toll free no.: OTHER INSTRUCTIONS 1. The evoting period commences on Saturday, 16 September, 2017 at (9.00 a.m. IST) and ends on Monday 18 September, 2017 at (5.00 p.m. IST). During is period, Members holding shares eier in physical form or in dematerialized form, as on Wednesday, 13 September, 2017 i.e., cut-off date, may ca eir votes electronically. The e-voting module shall be disabled by NSDL for voting ereafter. Once e vote on a resolution is ca by e Member, he/she shall not be allowed to change it subsequently or ca vote again. 2. The Voting rights of Members shall be in proportion to eir shares in e paid up equity share capital of e Company as on e cut-off date. A person, whose name is recorded in e regier of members or in e regier of beneficial owners maintained by e depositories as on e cut-off date only shall be entitled to avail e facility of voting, eier rough remote evoting or voting at e meeting rough poll paper. 3. Any person, who acquires shares of e Company and becomes a member of e Company after e dispatch of Notice and is holding shares as of e cut-off date, may obtain e Login ID and password by sending a reque at evoting@nsdl.co.in or inveor@bigshareonline.com However, if he/she is already regiered wi NSDL for remote evoting en he/she can use his/her exiing userid and password for caing vote. If you forget your password, you can reset your password by using forgot user details/password option available on 4. Mr. Ashish Karodia, Practicing Company Secretary (CP No. 6375, membership no. F6549) has been appointed as e Scrutinizer to scrutinize e evoting process in a fair and transparent manner and to scrutinize e poll at e AGM venue. 5. The Scrutinizer shall, immediately after e conclusion of voting at e AGM, fir count e votes ca at e meeting, ereafter unblock e votes ca rough remote evoting in e presence of atlea two witnesses not in e employment of e Company and make, not later an 48hours of conclusion of e meeting, consolidated Scrutinizer s report of e total votes ca in favor or again, if any, to e Chairman or a person auorized by him in writing who shall countersign e same. 6. The result declared along wi e Scrutinizer s Report shall be placed on e Company s website and on e website of NSDL immediately. The Company shall simultaneously forward e results to e National Stock Exchange of India Limited and BSE Limited, where e shares of e Company are lied. STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No.5 Approval for Related Party Transaction Background of e Transaction In order to meet e capital requirements for business activities viz. forming rategic partnerships by buy minority ake in e shareholding of partners, your Company has taken took an unsecured loan from its whole time Promoter Directors, Mr. Shyamsunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra upto a tune of Rs. 27 Crore at a rate of intere not exceeding 6% per annum, wi e Board s approval in accordance wi e provisions of Section 188 of e 7

13 Companies Act, 2013 and Regulation 23 of SEBI(LODR) Regulations, Furer e Company may take additional funds from e Promoter Directors upto a tune of Rs.80 Crore (Rupees Eighty Crore) which may be deemed to be material contract/arrangement wi e Related Parties under Section 2(76) and Section 188 of e Companies Act, 2013 read wi Rule 15 of e Companies (Meetings of Board and its Power) Rules, 2014 ({A transaction wi a related party shall be DISCLOSURE Name of e Related Party Name of e Director or Key Managerial Personnel who is related, if any and eir Relationship Nature, material terms and particulars of e arrangement Any oer information relevant or important for e members to take - Mr. Shyamsunder Mundra - Mr. Vikalp Mundra - Mr. Anurag Mundra e resolution, in Indian or international markets. Accordingly, It is proposed to raise funds of upto Rs.500 crores in one or more tranches rough a mix of equity/equitylinked inruments, as may be appropriate. The Members approval is sought for e issue of such number of Equity Shares, Global Depository Receipts (GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), and/or Equity Shares rough Depository Receipt Mechanism and/or Fully Convertible Debentures - Mr. Shyamsunder Mundra is faer of Mr. Vikalp Mundra & Mr. Anurag Mundra - Mr. Vikalp Mundra is a broer of Mr. Anurag Mundra and son of Mr. Shyamsunder Mundra - Mr. Anurag Mundra is a broer of Mr. Vikalp Mundra and son of Mr. Shyamsunder Mundra Loan from Directors not exceeding Rs.80 Crores at a Rate of Intere as may be determined by e Board of Directors considering prevailing rate on government securities. The Board of Directors of your Company on e recommendation of e Audit Committee has approved is item in e Board Meeting held on and recommends decision on e proposed resolution e resolution as set out in e accompanying Notice for e approval of members of e Company as an Ordinary Resolution. considered material if e transaction(s) to be entered by e Company wi e related parties (directly or rough an agent) amounts to 10% or more of e consolidated turnover of e company for previous year). Hence, e prior approval of e members has been sought for e above transaction wi related parties. Copy of All documents are available for inspection by e members at e Regiered Office of e Company on all working days during 9.00 a.m. to 6.00 p.m. till e date of Annual General Meeting. None of e Directors/ Key Managerial Personnel of e Company / eir relatives except Mr. Shyam Sundar Mundra, Mr. Vikalp Mundra, Mr. Anurag Mundra, & eir relatives are, in any way, concerned or intereed financially or oerwise, in e said in e resolution as set out at No. 5 of e Notice. The Board recommends e Resolution as set out under item No.5 for approval of e Shareholder as an Ordinary Resolution. Item No. 6.: The Company is in e business of Solar Energy Power Generation. The Board of Directors is of e opinion at e Company requires additional funds to meet wi e needs of growing business, in addition to e funds raised internally and rough debt from banks and financial initutions. Hence it is imperative to have enabling approvals to raise a part of e funding requirements for e said purposes as well as for such oer corporate purposes as may be permitted under applicable laws rough e issue of appropriate securities as defined in (FCDs) and/or Non Convertible Debentures (NCDs) wi warrants, or any oer financial inruments convertible into or linked to Equity Shares and/or any oer inruments and/or combination of inruments wi or wiout detachable warrants wi a right exercisable by e warrant holders to convert or subscribe to e Equity Shares or oerwise, in regiered or bearer form or any combination of Securities rough public issue(s), private placement(s) or a combination ereof, including issuance of Securities rough a Qualified Initutions Placement under Chapter VIII of e SEBI ICDR Regulations. The Board may in eir discretion adopt any one or more of e mechanisms prescribed above to meet its objectives as ated in e aforesaid paragraphs wiout e need for fresh approval from e shareholders of e Company. The pricing of e Securities at may be issued to qualified initutional buyers and to oer buyers under e Private Placement shall be freely determined subject to such price not being less an e price calculated in accordance wi e SEBI ICDR Regulations. The Company may, in accordance wi applicable law, offer a discount of not more an 5% or such percentage as permitted under applicable law on e price determined pursuant to e SEBI ICDR Regulations. The Relevant Date for is purpose will be e date when e Board or e Committee of e Board ereof decides to open e Issue for subscription. The Special Resolution also seeks to give e Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) 8

14 including initutions, incorporated bodies and/or individuals or oerwise as e Board in its absolute discretion deem fit. The detailed terms and conditions for e issue(s)/offering(s) will be determined by e Board or its committee in its sole discretion in consultation wi e advisors, lead managers, underwriters and such oer auority or auorities as may be necessary considering e prevailing market conditions and in accordance wi e applicable provisions of law and oer relevant factors. The Equity Shares allotted or arising out of conversion of any Securities would be lied. The offer / issue / allotment / conversion / redemption would be subject to e availability of regulatory approvals, if any. The conversion of Securities held by foreign inveors into Equity Shares would be subject to e applicable foreign invement cap and relevant foreign exchange regulations. As and when e Board does take a decision on matters on which it has e discretion, necessary disclosures will be made to e ock exchanges as may be required under e provisions of e Liing Agreement. Section 62(1)(c) of e Companies Act 2013 provides, inter alia, at when it is proposed to increase e issued capital of a company by allotment of furer Equity Shares, such furer Equity Shares shall be offered to e exiing shareholders of such company in e manner laid down in Section 62 of e Companies Act, 2013 unless e shareholders in a General Meeting decide oerwise. Since, e Special Resolution proposed in e business of e Notice may result in e issue of Equity Shares of e Company to persons oer an shareholders of e Company, consent of e shareholders is being sought pursuant to e provisions of Sections 42, 62 and oer applicable provisions of e Companies Act, 2013 as well as applicable Rules notified by e Miniry of Corporate Affairs and in terms of e provisions of e Liing Agreement executed by e Company wi e ock exchanges where e Equity Shares of e Company are lied. None of e Directors / Key Managerial Personnel of e company / eir relative are intereed except to e extent of shareholding in e company. The Board of Directors recommends e resolution as set out under item no. 6 for approval of shareholders as a Special Resolution. PROFILE OF DIRECTORS SEEKING RE - APPOINTMENT Information required under Regulation 36 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 (SS-2) wi respect to e Director, seeking re-appointment is as under Name of e Director Mr. Anurag Mundra (DIN: ) Date of Bir & Age , 41 Years Date of Appointment / Re-appointment in e Company Brief Resume of e Director including nature of expertise in specific functional areas No. of shares held in e Company as on March 31, 2017 Given separate table below Directorships in oer lied Companies & Membership / Nil Chairmanship of Committees in oer Boards Inter se relationship between e Directors No. of Meeting of e board attended during e year DIRECTOR S INTEREST He is a commerce graduate and has a Po-Graduation Diploma in business Adminiration. He is also a CFA from e Initute of Chartered Financial Analys of India. Wi over 14 years experience in e power sector. Currently he is Overseeing our Company s finance and corporate rategic in addition to leading our Company s solar power plant business. He is also designated as chief Financial Officer of e Company. He is son of Mr. Shyamsunder Mundra and Broer of Mr. Vikalp Mundra Please refer Corporate Governance Report Shareholding at e end of e year Name No of Shares % of total Shares % of Shares pledged/encumbered of e Company to total Shares Mr. Shyam Sunder Mundra Shyamsunder Gendalal Mundra Mr.Anurag Mundra Mr. Vikalp Mundra Vikalp Shyamsunder Mundra Mrs. Geeta Mundra Vikalp S Mundra Mrs. Vandana Mundra Anurag S Mundra Mrs. Sarita Mundra Total

15 Dear Members, Your Directors have pleasure in presenting e18 Annual Report of Ujaas Energy Limited ( e Company or Ujaas ) on e business and operations of e Company along-wi e Audited Financial Statements, for e Financial Year ended March 31, COMPANY OVERVIEW Ujaas is one of e leading solution provider in e Indian solar power sector focused on developing, operating, owning and maintaining a diversified portfolio of solar energy power plants under its flagship brand 'UJAAS'. The Company has its corporate headquarters in Indore (M.P.). 2. HIGHLIGHTS OF FINANCIAL RESULTS The Company's financial performance bo on andalone as well as consolidated basis, for e year under review along wi previous figures are given hereunder: DIRECTORS' REPORT On consolidated levels, Gross Revenue from operations for FY was INR lakh (Previous year INR lakh), regiering a grow of 71.20%. The consolidated net profit for e year ood at INR lakh again INR lakh in e previous year. The Company shifted its focus from transformer manufacturing to solar power generation in financial year The Company continues to operate its Solar business in ree segments which are Solar Parks, EPC and Rooftop segment wi an inalled capacity of around 81 MW in financial year Thetransformer segment is no more reported under segment reporting as e revenue generated from e transformer segment is less an 10% of total revenue for e financial year (Rs.in lakh except for EPS) PARTICULARS STANDALONE CONSOLIDATED Revenue from Operations Oer Income Total Expenses EBITDA* Depreciation Intere and oer borrowing co PBT(profit before tax) Tax expenses PAT (profit after tax) EPS (earning per share) APPROPRIATION:- Profit of e year Add: Balance brought forward from previous year Balance available for appropriation General reserve Dividend- Interim Dividend Tax on equity dividend Balance carried to balance sheet *Earning before finance co, tax and depreciation and amortization expenses. 3. COMPANY'S PERFORMANCE Your Company reported a healy top-line grow of 71.20% over e previous financial year on bo andalone and consolidated basis.at Standalone level, e Gross Revenue from operations ood at INR lakh compared to INR lakh in e previous financial year. The Net Profit of e Company ood at INR lakh again INR lakh reported in e previous year. Segment-wise Revenue details are given in e below: - REVENUE FROM DIFFERENT SEGMENTS Yearly Revenue (Amount in Rs. Lakhs) Solar Power Plant Operation Business Manufacturing and sale of solar power syem 10

16 4. DIVIDEND AND RESERVES During e year under review, your Directors recommend a dividend of 5% i.e., INR 0.05 per Equity Share of face value of INR 1/- each in its meeting held on 29 May,2017. The dividend on Equity Shares, if approved by e members would involve a cash outflow of INR 100 lakh (excluding e dividend tax for e FY 2017). During e year under review, ere is no transfer to general reserves as it is not a mandatory requirement under e Companies Act, SUBSIDIARIES, ASSOCIATES, JOINT VENTURESAND CONSOLIDATED FINANCIAL STATEMENTS During e year under review, e Company by passing a Board Resolution dated 29 March,2017 sold its entire ake in its wholly own subsidiary in Hongkong named as Ujaas Energy HK Limited at an agreed consideration of (1HKD) (equivalent to INR 8/-). As on 31 March, 2017, ere are no associates and joint ventures wiin e meaning of Section 2(6) of e Companies Act, 2013 and your Company has 2 (two) subsidiary Companies whereby 1(one) is a wholly own subsidiary incorporated in Uganda named as Eizooba Energy One Limited and a subsidiary named as Ujaas Energy Limited (regiered at RAK offshore Dubai) wherein, no capital has been deployed yet. A atement containing salient features of e financial of e Company s subsidiaries is annexed in Annexure-1 to is report in form AOC-1. However, all e subsidiaries are yet to commence eir businesses. The Consolidated financial atements of e Company including all subsidiaries duly audited by e Statutory auditors are presented in e Annual Report. The consolidated financial atements have been prepared in rict compliance wi applicable Accounting Standards and where applicable, SEBI(Liing Obligations and Disclosure Requirements) Regulations, 2015, as prescribed by e Securities and Exchange Board of India. The Audited financial atements of ese entities are reviewed by e Audit Committee and e Board of Directors. The annual accounts of e Subsidiary Companies and e related detailed information shall be made available to e shareholders of e Company and its Subsidiary Companies upon reque and it shall also be made available on e website of e Company i.e., The Annual accounts of e subsidiary companies shall also be kept at e regiered office of e Company for inspection of e same by any shareholder. The Company s policy on determining material subsidiary is available on our website 6. ACCOLADES& RECOGNIZATION: During e year under review: - Your company was recognized by e Economic Times, Be Infraructure Brand 2016 and was featured in Economic Times, Be infraructure brand-coffee table book for e contribution of Ujaas in Indian Infraructural Development. - Ujaas was found as one of e Be Companies and was enlied in ASSOCHAM India's TOP SME 50 Index. - The Company was also featured by (Sour) Energy International magazine as 2016 Solar Superar in its December 2016 edition. 7. CREDIT RATINGS CRISIL RATING During e year under review, CRISILhas assigned a credit rating 'CRISIL -A-/Stable' rating for long term bank loan facilities reflecting adequate degree of safety regarding timely servicing of financial obligations and 'CRISIL A2+' rating for e short-term bank loan facilities reflecting rong degree of safety regarding timely payment of financial obligations. CARE CARE has assigned and reaffirmed 'CARE A3+' rating for short term bank facilities reflecting e highe degree of safety regarding timely servicing of financial obligations and 'CARE BBB' rating for e long-term bank facilities reflecting a moderate degree of safety regarding timely servicing of financial obligations. SOLAR ENERGY GRADING During e year under review, CARE has assigned 'SP-1A' in Solar Energy Grading for Syem integrated (PV) of our Company under e Miniry of New and Renewal Energy Scheme (MNRE) for accreditation of channel partners. SP-1A grading indicated highe performance capability and highe financial reng. 8. SHARE CAPITAL During e year under review, ere was no change in e share capital of e Company. The paid-up Equity Share capital of e Company as at March 31, 2017 ood at Rs.20,00,00,000 (Twenty Crore). As on 31 March 2017, none of e Directors of e Company hold inruments convertible into Equity Shares of e Company. 9. RELATED PARTY TRANSACTIONS All transactions entered into wi e Related Parties in terms of Section 2(76) and Section 188 of e Companies Act, 2013, Rules issued ereunder read wi Regulation 2(zc) and Regulation 23 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 during e Financial Year were in e nature exempted being transactions between e Company and its 100% Subsidiary. During e Financial Year , e Company did not enter into materially significant transactions wi Promoters, Key Managerial Personnel or oer related parties. The details of e related party transactions as required under AS-18 are set out in Notes to Accounts forming part of is Annual Report and disclosed vide form AOC-2 pursuant to Section 134 (3)(h) of e Companies Act, 2013 and rules made ereunder. The Form AOC-2 pursuant to Section 134(3) (h) of e Companies Act, 2013 read wi Rule 8(2) of e Companies (Accounts) Rules, 2014 is set out in e Annexure 2 to is report. The policy on Related Party Transaction as approved by e Board of Directors has been uploaded on e website of e Company at DETAILS OF DEPOSITS ACCEPTED FROM DIRECTORS OF THE COMPANY During e year under review, e Company accepted loans from its Whole Time Directors upto a tune of Rs. 27 Crore wi e approval of e Board of Directors in its meeting held on 27 February, The loan amount accepted was 10% of e consolidated turnover for e year ended 31 March, 2016.Hence, e transaction was approved by Audit Committee and Board of Directors. Also, e said transaction falls under e category of related party transactions and e details are set out in Notes to Accounts. 11. DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013 The Company has not accepted any fixed deposits from public wiin e meaning of provisions of Section 73 of e Companies Act, 2013 read wi e Companies (Acceptance of Deposits) Amendment Rules, There are no outanding deposits from 11

17 public as on March 31, LOAN, GUARANTEES AND INVESTMENTS The Company has given loans to its wholly own subsidiaries, which is exempted under e provisions of Section 186 of e Companies Act, Furer, Details of Loans Guarantees and Invements as covered under section 186 of e Companies Act, 2013 forms part of e notes to e Financial Statements of e company provided in is Annual Report. 13. AUDITORS & THEIR REPORTS - STATUTORY AUDITORS M/s. Ashok Khasgiwala & Co., Chartered Accountants, Indore (firm regiration number no. 0743C) hold office till e conclusion of e ensuing Annual General Meeting of e Company, in terms of proviso to sub-section (2) of Section 139 of e Act, and e Rules made ereunder. The Board has recommended e appointment of M/s.Atishay& Associates Chartered Accountants, (Firm Regiration No C:) as e Statutory Auditors of e Company in eir place, for a Fir term of five consecutive years, from e conclusion of e 18 Annual General Meeting of e Company scheduled to be held on 19 September, 2017 till e rd conclusion of e 23 Annual General Meeting to be held in e year 2022, for approval of shareholders of e Company, based on e recommendation of e Audit Committee. Your Company has received written consent and certificate ating at ey satisfy e criteria provided under Section 141 of e Companies Act, 2013 read wi e Companies (Audit & Auditors) Rules, STATUTORY AUDITORS' REPORT There are no qualifications, reservations, or adverse remarks in e Auditors Report for e financial year During e year under review, ere were no frauds reported by e Auditors to e Audit Committee or e Board under Section 143(12) of e Companies Act, SECRETARIAL AUDITOR Pursuant to e provisions of Section 204 of e Companies Act, 2013 and e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e Company has appointed M/s. Ashish Karodia, Practicing Company Secretary (Membership No. F6549; COP No. 6375), to conduct e Secretarial Audit of e Company for financial year SECRETARIAL AUDITOR S REPORT The Secretarial Audit Report for e financial year in prescribed format MR 3 is annexed as Annexure 8 to e Boards Report. There are no qualifications, reservations or adverse remarks in e Secretarial Audit Report. 14. NUMBER OF MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS During e year under review e Board of Directorsmet seven (7) times on 21 May, 2016, 28 June, 2016, 6 Augu, 2016, 28 October, 2016, 13 February, 2017, 27 February, 2017 and 29 March, Pursuant to e requirements of Schedule IV to e Companies Act, 2013 and e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of e Independent Directors of e Company was also held on 27 February, 2017, wiout e presence of non-independent directors and members of e management, to review e performance of non-independent directors and e Board as a whole, e performance of e Chairman of e Company and also to access e quality, quantity and timeliness of e flow of information between e Company management and e Board. 15. AUDIT COMMITTEE As on March 31, 2017 e Audit Committee of e Board of Directors of e Company comprised of ree (3) members namely Mr. Santosh Muchhal, Mrs. Aarti Jhaveri and Mr. Anurag Mundra, majority of em being independent Directors except Mr. Anurag Mundra, who is a Whole Time Director. Mr. Santosh Muchhal being an Independent Director is e Chairman of e Audit Committee. The details regarding meeting and attendance of e members have been mentioned to e Corporate Governance Report. The Board accepted e recommendations of Audit Committee whenever made by e Committee during e year. 16. OTHER COMMITTEES OF THE BOARD As per e requirements of e Companies Act, 2013 and relevant Regulations os SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 e Board of Directors of your Company has e following mandatory committees along wi Audit Committee as discussed in point no.15 of is Report: 1. Nomination and Remuneration Committee 2. Stakeholders Relationship Committee 3. Compensation Committee 4. Corporate Social Responsibility Committee The details of e committees along wi eir composition, number of meetings and attendance at e meetings are provided in e Corporate Governance Report. 17. DIRECTORS AND KEY MANAGERIAL PERSONNEL - DIRECTORS In accordance wi e provisions of Section 152 of e Companies Act, 2013 and e Company s Article of Association, Mr.Anurag Mundra (DIN: ), Joint Managing Director will retire by rotation at e ensuing Annual General Meeting and being eligible offers himself for re-appointment. The board recommends e re-appointment of Mr. Anurag Mundra, for e consideration of e members of e Company at e ensuing Annual General Meeting. The brief resume of e Directors and oer related information has been provided in e notes to e Notice calling 18 Annual General Meeting of e Company. Furer, as per declarations received from all e Directors of e Company pursuant to Section 164 of e Companies Act, The Board apprised e same and found at none of e director is disqualified from holding office as Director. - KEY MANAGERIAL PERSONNEL During e year ere was no change in e Key Managerial personnel from at of reported in e la Annual Report. In terms of Section 203 of e Act, e following are designated as Key Managerial Personnel of your Company by e Board: S.No Name Designation 1. Mr. S.S. Mundra Chairman & Managing Director 2. Mr. Vikalp Mundra Joint Managing Director 3. Mr. Anurag Mundra Joint Managing Director & CFO 4. Ms. Shilpi Singh Company Secretary & Compliance Officer (w.ef. 28 June 16) 12

18 During e year under review, Ms. Monika Choukse, Company Secretary and Compliance Officer of e Company resigned w.e.f 28 June, The Board places on record eir deep appreciation for e valuable contributions made by her during her tenure as Company Secretary & Compliance Officer of e Company. The Board at its meeting held on 28 June, 2016 appointed Ms. Shilpi Singh (Membership No. A35225) as Company Secretary & Compliance Officer of e Company. 18. DECLARATION BY INDEPENDENT DIRECTORS All e Independent Directors have submitted declaration to e Board at ey fulfill all e requirements as ipulated in Section 149(6) of e Companies Act, So, as to qualify emselves to be appointed as Independent Directors under e provisions of e Companies Act, 2013 read wi e Schedules and Rules issued ereunder as well as Regulation 16 of SEBI (Liing Obligation and Disclosure Requirements)Regulations, As per Regulation 25(7) of SEBI (Liing Obligation and Disclosure Requirements) Regulations 2015, e details of e familiarization programme for Independent Directors have been detailed out in e Corporate Governance Report forming part of is Annual Report and is also disclosed on website of e Company Pursuant to e requirements of Schedule IV to e Companies Act, 2013 and e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of e Independent Directors of e Company was also held on 27 February, 2017, wiout e presence of non-independent directors and members of e management, to review e performance of non-independent directors and e Board as a whole, e performance of e Chairman of e Company and also to access e quality, quantity and timeliness of e flow of information between e Company management and e Board. 19. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 of e Companies Act, 2013(including any atutory modification (s) or re-enactment(s) ereof for e time being in force), e Directors of e Company confirms at: - a) In e preparation of e annual accounts for e year ended March 31, 2017, e applicable accounting andards read wi requirements set out under Schedule III to e Act, have been followed and ere are no material departures from e same; b) The Directors have approved e accounting policies and have applied consiently and made judgment and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company as at March 31, 2017 and of e profit of e Company for e financial year ended on March 31,2017; c) Proper and sufficient care has been taken for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d) The annual accounts have been prepared on a 'going concern' basis; e) Proper internal financial controls are followed by e Company and at such financial controls are adequate and are operating effectively; and f) Proper syems to ensure compliance wi e provisions of all applicable laws were in place and such syems are adequate and operating effectively. 20. FORMAL ANNUAL EVALUATION The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to e provisions of e Companies Act, 2013 read wi e Rules issued ereunder, Regulation 17(10) of e Liing Regulations and e circular issued by SEBI dated 5 January 2017 wi respect to Guidance Note on Board Evaluation. More details on e same is given in e Corporate Governance Section forming part of is Annual Report. 21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEE The Company has a while blower policy to report genuine concerns or grievances. The while blower policy has been poed on e website of e Company The policy is in e line wi e provisions of Section 177(9) of e Companies Act, 2013 and Regulation 22 of SEBI (Liing Obligations and Disclosure Requirements) Regulations, CORPORATE SOCIAL RESPONSIBILITY The brief outline of e Corporate Social Responsibility (CSR) policy of e Company and e initiatives undertaken by e Company on CSR activities during e year are set out in Annexure 4 of e is report in e format prescribed in e Companies (Corporate Social Responsibility Policy) Rules, The Company's policy on CSR is available on e Company's website ENTERPRISE RISK MANAGEMENT In terms of respective provisions of Companies Act, 2013 read wi relevant rules and relevant regulations of SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015, Risk management is embedded in your Company's operating framework. Your Company believes at managing risk helps in maximizing returns. The Company's approach to addressing Business Risks is comprehensive and includes periodic reviews of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk management framework is reviewed periodically by e Board and Audit Committee. Some of e Risks at e Company is exposed to are : - Strategic Risk - Operational Risk - Financial Risk - Regulatory Risk The Company s policy on Risk Management is available on e Company s websitewww.ujaas.com. 24. INTERNAL FINANCIAL CONTROL SYSTEM The details in respect of Internal Financial Control and eir Adequacy are included in e Management Discussion and Analysis Report which is a part of is Report. 25. CORPORATE GOVERNANCE Your Company believes in adopting be practices of Corporate Governance. In Compliance wi Regulation 34 of e Liing Regulations, a Separate report on Corporate Governance alongwi a Certificate from e Auditors on its Compliance, forms an integral part of is report. 26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS In terms of Regulation 34 of e SEBI (LODR) Regulations, 2015, e Management Discussion and Analysis Report forms an integral part of is report and gives details of e overall indury ructure, economic developments, segment wise performance, outlook, risk and concerns, internal control syem and eir adequacy and oer material development during e financial year

19 27. NOMINATION AND REMUNERATION POLICY The Board of Directors of e Company approved a Nomination and Remuneration Policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and eir remuneration as part of its charter and oer matters provided under Section 178(3) of e Companies Act, An extract of e policy covering ese requirements is provided as Annexure 5 of Board report. We affirm at e remuneration paid to Directors is as per e remuneration policy of e Company. There has been no change in e policy since la fiscal. The Nomination and Remuneration policy of e Company is available on e Company's website DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 Details pursuant to Section 197(12) of e Companies Act, 2013 read wi Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of is report and are annexed herewi as Annexure 6 of Board Report. As per section 136(1) of e Companies Act 2013, shareholder intereed in obtaining e complete particular of Annexure 6 may write to CS of e company. The Company had 402 employees as at March 31,2017. None of e employees of e Company were in receipt of remuneration of Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per mon during e year under review. 29. REGISTRAR AND TRANSFER AGENT Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity wi bo e Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). M/s. Bigshare Services Pvt. Ltd., Mumbai is our regirar for electronic connectivity wi NSDL and CDSL. In view of e numerous advantage offered by e Depository Syem, members are requeed to avail of e facility of Dematerialization of e Company's shares on eier of e Depositories mentioned as aforesaid. 30. LISTING STATUS The Company's shares are lied wi BSE Limited and National Stock Exchange of India Limited. The company has paid annual liing fee for Financial Year of bo e ock exchanges in time. There was no suspension of trading during e year under review. 31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS The company takes pride in e commitment, competence and dedication shown by its employees in all areas of business. Company is committed to nurturing, enhancing and retaining top talent rough superior Learning and Organizational development including IIMs and IITs. This is a part of Corporate HR function and is a critical pillar to support e organization's grow and its suainability in e long run. Company's Indurial relations continued to be healy, cordial and harmonious during e period under review. 32. ENVIRONMENT AND SAFETY The Company is conscious of e importance of environmentally clean and safe operations. The Company s policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliance environmental regulations and preservation of natural resources. 33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE There are no significant and/or material orders passed by e Regulators or Courts or Tribunals impacting e going concern atus of e Company. 34. EXTRACT OF ANNUAL RETURN Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of e Companies Act, 2013, read wi Rule 12 of e Companies (Management and Adminiration) Rules, 2014, e extract of e Annual Return in Form MGT-9 as at March 31, 2017 forms part of is report as Annexure M AT E R I A L C H A N G E S A N D C O M M I T M E N T S AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitments affecting e financial position of e company have occurred between e end of e financial year to which e financial atements relate and e date of is directors' report. 36. I N F O R M AT I O N R E Q U I R E D U N D E R S E X U A L HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013: As required by e Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013, e Company has in place an Anti-Sexual Harassment Policy in line wi e requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, An Internal Complaints Committee (ICC) has been set up to redress e Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under is policy. There was no case of sexual harassment reported during e year under review. 37. DISCLOSURES ON CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of e Companies Act 2013, read wi rule 8(3) of e Companies (Accounts) Rules, 2014 is furnished in Annexure BUSINESS REPORTING FRAMEWORK Business responsibility reporting as required by Regulation 34(2)(f) of e SEBI (Liing Obligations and Disclosure Requirements), Regulations, 2015 wi ock exchange is not applicable to your Company for e financial year ending 31 March INSURANCE The Company has taken adequate insurance cover for all its movable & immovable assets for various types of risks. 40. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance wi e requirements of e SEBI (Prohibition of insider trading ) Regulation, 2015 wi a view to regulate trading in securities by e directors and designated employees of e Company. The Code requires pre-clearance for dealing in e company s shares and prohibits e purchase or sale of Company shares by e Directors and e designated employees while in possession of unpublished price sensitive information in relation to e company and during e periodwhen e Trading 14

20 window is closed.the Board is responsible forimplementation of e Code. All Board members and e designatedemployees have confirmed compliance wi Code. The Insider trading policy of e company covering code of practices andprocedure for fair disclosure of unpublished pricesensitive informationand code of conduct for e prevention of insider trading is available one website of e company at CAUTIONARY STATEMENT Statements in is Report and e management discussion and Analysis may be forward looking wiin e meaning of e applicable securities laws and regulations. Actual results may differ materially from ose expressed in e atements. Certain factors at could affect e Company's operations include increase in price of inputs, changes in Government regulations, tax laws, economic conditions and oer factors. APPRECIATION The Directors ank e Company's employees, Cuomers, vendors, inveors and academic partners for eir continuous support. The Directors also ank e Government of India, e Government of various States in India and concerned Government Departments and agencies for eir co-operation. The Directors appreciate and value e contribution made by every member of UJAAS Family. Place : Indore For & On Behalf of e Board S.S. Mundra Chairman & Managing Director Date : 14 Augu, 2017 DIN : Annexure 1 Form AOC-1 S.No. Particulars Name of e Subsidiary Eizooba Energy One Limited Ujaas Energy Limited* 2. Reporting period for e subsidiary March 31, 2017 March 31, 2017 concerned, if different from e holding (acquired on 16/7/14) (acquired on 3/9/14) company's reporting period 3. a) Reporting currency INR UGX (in Lakhs) (in Lakhs) - b) Exchange rate as on e la date of e relevant Financial year in e case of 1 INR= UGX - foreign subsidiaries 4. Share Capital Reserve & Surplus Total Assets Total Liabilities Invements Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of shareholding 100 Notes: 1. All Subsidiaries are yet to commence operations 2. No funds have been deployed in Ujaas Energy Limited, Dubai 3. Names of subsidiaries which have been liquidated or sold during e year: Ujaas Energy HK Limited 15

21 Annexure 2 FORM NO. AOC-2 (Pursuant to Clause (h) of Sub-section (3) of Section 134 of e Companies Act, 2013 and Rule 8(2) of e Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by e company wi related parties referred to in Sub-section (1) of Section 188 of e Companies Act, 2013 including certain arms leng transactions under ird proviso ereto A. Detail of contract or arrangement or transaction not at arm s leng basis: Sr No. Name(s) of e related party Nature of relation ship Nature of transaction Duration of Transaction Salient features of e transaction Transac tion value Juificatio n for transaction Date(s) of approval by e Board Amount paid as advances Date of special resolution 1 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil B. Detail of material contracts* or arrangement or transaction at arm s leng basis Sr No. Name(s) of e related party Nature of relationship Nature of transaction Duration of Transaction Transaction value (million) % to Consolida ted revenue Date (s) of approval by e Board, if any Amount paid as advances 1 Nil Nil Nil Nil Nil Nil Nil Nil *Note: As defined under SEBI (LODR) Regulations, 2015 and adopted by e Board of directors in e Related Party Transactions Policy of e Company, Material Related Party Transaction means a transaction wi a related party if e transaction(s) to be entered into individually or taken togeer wi previous transactions during a Financial Year, exceeds 10% of e annual consolidated turnover of e Company as per la audited Financial Statements of e Company. NONE; DURING THE REPORTING PERIOD, THERE WAS NO MATERIAL* CONTRACT OR ARRANGEMENT OF THE COMPANY. For & on behalf of e Board Shyam Sunder Mundra Chairman &Managing Director Augu 14, 2017, Indore DIN:

22 Annexure 3 Form No.MGT-9 EXTRACT OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON 31 March 2017 [Pursuant to section 92(3) of e Companies Act,2013 and rule12(1) of e Companies (Management and Adminiration) Rules, 2014] 1. REGISTRATION AND OTHER DETAILS: a) CIN L31200MP1999PLC b) Regiration Date 9 June, 1999 c) Name of e Company Ujaas Energy Limited (Formerly Known as M and B Switchgears Limited) d) Category/Sub-Category of e Company limited by shares/indian Non-Government Company Company e) Address of e Regiered office Survey No.211/1,Opp Sector-C & Metalman, Sanwer Road Indurial Area, and contact details Indore (M.P.) f) Wheer lied company Yes g) Name, Address and Contact M/s Bigshares Services Pvt. Ltd. Bharat Tin Work Building, 1 Floor, details of Regirar and Opp. Vasant Oasis, Makwana Road, Andheri(E),Mumbai Transfer Agent, if any Maharashtra, India. Tel: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All e business activities contributing 10% or more of e total turnover of e company shall be ated:- Sl. Name and Description of NIC Code of e % to total turnover No. main products/ services Product/ service of e company 1 Solar Power Plant Operation Business % 2 Manufacturing and sale of solar power syem % 3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. Name and Address CIN/GLN Holding/ % of Applicable No. of e Company Subsidiary shares Section /Associate held 1. Eizooba Energy One Ltd. - C/o Birungyi, Not applicable, Subsidiary 100% Sec. 2(87) Barata & Associates, 21086, Kampala, Uqanda. foreign company of CA Ujaas Energy Ltd. Not applicable, Subsidiary NIL Sec. 2(87) Add: Off.167, owned by Dubai National foreign company of CA 2013 Insurance & Reinsurance, Bur Dubai Alwari, 49095, Dubai (U.A.E) Note :- Ujaas Energy HK Ltd (w. e. f ceased to be a subsidiary of e Company) 4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Shareholding :- No. of Shares held at e No. of Shares held at e end of Category of Shareholder beginning of e year: 01/04/2016 e year : 31/03/2017 (A) Promoter and Promoter Group Indian Demat Total Total Demat Total Total % Physical Shares % Physical Shares Change (a) Individual / HUF (5.47) (b) Central/State Government(S)

23 (c) Bodies Corporate (d) Financial Initutions / Banks (e) Any Oers (Specify) i Trus (2.31) SUB TOTAL (A)(1): (7.78) Foreign (a) Bodies Corporate (b) Individual (c) Initutions (d) Qualified Foreign Inveor (e) Any Oers (Specify) SUB TOTAL (A)(2) : Total holding of Promoters (A)=(A)(1) + (A)(2) (7.78) (B) Public shareholding Initutions (a) Central / State government(s) (b) Financial Initutions / Banks (c) Mutual Funds / UTI (0.55) (d) Venture Capital Funds (e) Insurance Companies (f) FII'S (g) Foreign Venture Capital Inveors (h) Qualified Foreign Inveor (i) Foreign Portfolio Inveor (j) ANY OTHERS (Specify) SUB TOTAL (B)(1): Non-initutions (a) Bodies Corporate (1.31) (b) Individual (i) (Individual shareholders holding nominal share capital upto Rs. 1 lakh) (ii) (Individual shareholders holding (1.82) nominal share capital in excess of Rs 1 lakh) (c) Any Oers (Specify) (i) Trus (ii) Clearing Member (iii) Non-Resident Indians (NRI)

24 (iv) Unclaimed Suspense Account SUB TOTAL (B)(2): Total Public Shareholding (B)=(B)(1) + (B)(2) (C) Shares held by Cuodians and again which Depository Receipts have been issued ii. SHARES HELD BY CUSTODIANS SUB TOTAL (C)(1) : (C)=(C)(1) Grand Total (A) + (B) + (C) Shareholding of Promoters S. Name Shareholding at beginning Shareholding at e end of e year No of e year No of % of total % of Shares No of Shares % of total % of Shares % change in Shares Shares of pledged/ Shares of pledged/ Share e encumbered e encumbered holding Company Shares Company Shares 1 Mr. Shyam Sunder Mundra Shyamsunder Gendalal Mundra Mr. Anurag Mundra Mr. Vikalp Mundra Vikalp Shyamsunder Mundra Mrs. Geeta Mundra Vikalp S Mundra Mrs. Vandana Mundra Anurag S Mundra Mrs. Sarita Mundra iii. Change in Promoters Shareholding Sr. Shareholding at e beginning of Cumulative Shareholding during No Name of e Shareholder e year e year No. of shares % of total No. of shares % of total shares of shares of e company e company 1. SHYAMSUNDER GENDALAL MUNDRA At e beginning of e year Sale of shares on 20/02/ Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year VIKALP SHYAMSUNDER MUNDRA At e beginning of e year Sale of shares on 20/02/ Sale of shares on 22/02/ At e End of e year

25 3. MR. ANURAG MUNDRA At e beginning of e year Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year MR. VIKALP MUNDRA At e beginning of e year Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year MR. SHYAM SUNDER MUNDRA (iv) At e beginning of e year Sale of shares on 20/02/ Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year Shareholding pattern of top ten shareholders (oer an directors, promoters and holders of GDRs and ADRs): Sl. Name Shareholding Increase/ Reason Cumulative Shareholding No. Decrease during e year No. of Shares % of Date in Share No. of % of At e Beginn Total holding Shares Total ing ( / Shares Shares end of year of e of e ) Company Company 1. RELIGARE FINVEST LTD Apr-2016 NA NA Shares held as on Apr Sell May Sell Aug Sell Sep Sell Sep Sell Sep Sell Nov Sell Nov Sell Mar Sell EDELWEISS TRUSTEESHIP Apr-2016 NA NA CO LTD AC- EDELWEISS MF AC- EDELWEISS MID AND SMALL CAP FUND Shares held as on Nov Sell Nov Sell Dec Sell Dec Sell

26 3 ALKA MITTAL Apr-2016 NA NA Aug Sell Feb Sell Feb Sell Shares held as on PARAM CAPITAL RESEARCH Apr-2016 NA NA PVT. LTD. 13-May Sell May Sell May Sell Shares held as on FORT SHARE BROKING PVT LTD Apr-2016 NA NA Sep Sell Dec Sell Mar Purchase Mar Sell Shares held as on PRITI NEEMA Apr-2016 NA NA Apr Sell May Sell Jul Purchase Oct Purchase Oct Sell Nov Sell Shares held as on SURESH BHATIA Apr-2016 NA NA Feb Sell Feb Sell Shares held as on INTEGRATED MASTER Apr-2016 NA NA SECURITIES (P) LTD 17-Jun Sell Jun Sell Jul Sell Aug Sell Sep Sell Oct Sell Oct Sell Shares held as on AMIT NEEMA Apr-2016 NA NA Nov Sell Shares held as on

27 10 PRATEEK D AGRAWAL Apr-2016 NA NA Shares held as on RAHUL DHRUV Mar Purchase Mar Purchase Mar Purchase Mar Purchase Shares held as on ICICI BANK LIMITED Apr-2016 NA NA Apr Sell Apr Sell Apr Sell Apr Purchase May Purchase May Sell May Sell May Purchase Jun Purchase Jun Purchase Jun Sell Jun Sell Jun Purchase Jul Sell Jul Sell Jul Sell Jul Purchase Jul Sell Aug Purchase Aug Sell Aug Purchase Sep Purchase Sep Sell Sep Purchase Sep Sell Sep Sell Sep Purchase Oct Sell Oct Sell Oct Purchase Oct Sell Nov Sell Nov Sell Nov Sell Nov Purchase Dec Sell Dec Sell

28 16-Dec Sell Dec Sell Dec Sell Dec Purchase Jan Sell Jan Sell Jan Purchase Jan Sell Feb Sell Feb Purchase Feb Sell Feb Sell Mar Sell Mar Purchase Mar Sell Mar Purchase Mar Purchase Shares held as on VINITA PAHWA Nov Purchase Mar Purchase Shares held as on KARVY STOCK BROKING LTD Apr-2016 NA NA Apr Sell Apr Sell Apr Sell Apr Purchase May Sell May Sell May Purchase May Sell Jun Purchase Jun Sell Jun Purchase Jun Purchase Jun Sell Jul Sell Jul Purchase Jul Sell Jul Sell Jul Purchase Aug Purchase Aug Purchase Aug Sell Aug Purchase Sep Purchase Sep Sell Sep Sell Sep Sell

29 (v) Shares held as on Shareholding of Directors & Key Managerial Personnel: Sep Sell Sep Sell Sep Purchase Oct Sell Oct Purchase Oct Purchase Oct Sell Nov Sell Nov Sell Nov Purchase Nov Sell Dec Purchase Dec Sell Dec Purchase Dec Purchase Dec Sell Dec Purchase Jan Sell Jan Sell Jan Purchase Jan Sell Feb Purchase Feb Purchase Feb Sell Feb Purchase Mar Purchase Mar Sell Mar Purchase Mar Sell Mar Purchase Sl. Name of Director/KMP Shareholding at e beginning Cumulative Shares during e year No. e year ( ) No. of Shares % of Total Shares No. of Shares % of Total Shares of e of e Company Company 1 Mr. Shyamsunder Mundra At e beginning of e year Sale of shares on 20/02/ Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year Mr. Vikalp Mundra At e beginning of e year Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year Mr. Anurag Mundra At e beginning of e year Sale of shares on 21/02/ Sale of shares on 22/02/ At e End of e year Ms. Shilpi Singh* (w.e.f ) At e beginning of e year At e End of e year Ms. Monika Choukse** (upto 28/6/2016) At e beginning of e year At e End of e year

30 5. INDEBTEDNESS Indebtedness of e Company including intere outanding/accrued but not due for payment at e beginning of e financial year (Amount in Lakhs) Secured Loans Unsecured Loans Deposits Indebtedness excluding deposits i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not Total(i+ii+iii) Change in Indebtedness during e financial year - Addition Reduction Net Change Indebtedness at e end of e financial year i) Principal Amount ii) Intere due but not paid iii) Intere accrued but not due Total (i+ii+iii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount in Lakhs) Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total No. Amount 1. Gross salary Mr. Shyam Sunder Mr. Vikalp Mr. Anurag Mundra Mundra Mundra a. Salary as per provisions contained in section 17(1) of e Income-tax Act,1961 b. Value of perquisites u/s17(2) Income-tax Act,1961 c. Profits in lieu of salary undersection17(3) Income- tax Act, Stock Option Sweat Equity Commission - as% of profit oers, specify Oers, please specify Total(A)

31 B. Remuneration to oer directors: (Amount in Lakhs) Sl Particulars of Remuneration Name of Directors Total No. Mr. Santosh Mrs. Aarti Mr. Rajiva Amount 1. Independent Directors: Muchhal Jhaveri Srivaava i. Fee for attending Board Committee Meetings ii. Commission NIL NIL NIL iii. Oers, specify NIL NIL NIL Total (1) Oer Non-Executive Directors: NIL NIL NIL i. Fee for attending Board Committee Meetings NIL NIL NIL NIL ii. Commission NIL NIL NIL NIL iii. Oers, specify NIL NIL NIL NIL Total (2) NIL NIL NIL NIL Total (B) = (1+2) Total Managerial Remuneration paid in Overall ceiling as per e Act for executive and non-executive directors The overall ceiling limit is (11% of e net profit) of e year i.e., Rs Lakh C. Remuneration to Key Managerial Personnel Oer Than MD / Manager / WTD (Amount in Lakhs) Sl Particulars of Remuneration Key Managerial Personnel Total No. Ms. Shilpi Ms. Monika Mr. Anurag Amount Singh* Choukse** Mundra*** 1. Gross salary (C.S.) (C.S.) (CFO) (a) Salary as per provisions contained in section17(1) of e Income-tax Act,1961 (b) Value of perquisites u/s 17(2) Income-tax Act,1961 (c) Profits in lieu of salary under section17(3) Income-tax Act, Stock Option Sweat Equity Commission - as % of profit oers, specify Oers, please specify Total (Note: *Ms. Shilpi Singh was appointed w.e.f **Ms. Monika Choukse resigned w.e.f ***The remuneration of Mr. Anurag Mundra being CFO and Joint Managing Director is Rs Lakhs) VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL *There were no penalties/punishment imposed on company & none of e offenses were compounded. 26

32 Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 March, 2017 [Pursuant to section 204(1) of e Companies Act, 2013 and rule no.9 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, UJAAS ENERGY LIMITED CIN- L31200MP1999PLC Survey No. 211/1, Opp. Sector - C, & Metalman, Sanwer Road Indurial Area Indore, Madhya Pradesh We have conducted e secretarial audit of e compliance of applicable atutory provisions and e adherence to good corporate practices by UJAAS ENERGY LIMITED (hereinafter called e Company) having CIN- L31200MP1999PLC Secretarial Audit was conducted in a manner at provided us a reasonable basis for evaluating e corporate conducts/atutory compliances and expressing our opinion ereon. Based on our verification of e Company s books, papers, minute books, forms and returns filed and oer records maintained by e Company and also e information provided by e Company, its officers, agents and auorized representatives during e conduct of secretarial audit, we hereby report at in our opinion, e Company has, during e audit period covering e financial year ended on 31 March 2017, complied wi e atutory provisions lied hereunder and also at e Company has proper Board-processes and compliancemechanism in place to e extent, in e manner and subject to e reporting made hereinafter: We have examined e books, papers, minute books, forms and returns filed and oer records maintained by UJAAS ENERGY LIMITED for e financial year ended on 31 March, 2017 according to e provisions of: i. The Companies Act, 2013 (e Act) and e rules made ereunder; ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and e rules made ereunder; iii. The Depositories Act, 1996 and e Regulations and Bye-laws framed ereunder; iv. Foreign Exchange Management Act, 1999 and e rules and regulations made ereunder to e extent of Foreign Direct Invement, Overseas Direct Invement and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under e Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- a. The Securities and Exchange Board of India (Subantial Acquisition of shares and takeover) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not applicable as e Company has not issued any kind of securities during e period under scrutiny. d. Securities and exchange Board of India (Share Based Employee benefits) regulations, The Company has obtained approval of members for issue of securities under Employee Stock Option Scheme and grant of Employee Stock Options to e employees of e Subsidiary/holding Companies of e Company under Ujaas Employee Stock Option Scheme 2015 during e annual general meeting held on 23rd September e. The Securities and Exchange Board of India (Issue and Liing of Debt Securities) Regulations, 2008; Not applicable as e Company does not have any lied debt securities. f. The Securities and Exchange Board of India (Regirars to an Issue and Share Transfer Agents) Regulations, 1993 regarding e Companies Act and dealing wi client; g. The Securities and Exchange Board of India (Deliing of Equity Shares) Regulations, 2009; and Not applicable as e Company has not delied its equity shares from any ock exchange during e financial year under review. h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable as e Company has not bought back any of its securities during e financial year under review. vi. The laws as are applicable specifically to e Company are as under: a) The Environment (Protection) Act, 1986; b) The Water (Prevention and Control of Pollution) Act, 1974; c) The Air (Prevention and Control of Pollution) Act, 1981; d) The Hazardous Wae (Management, Handling & Transboundary Movement) Rules, 2008 e) Factories Act, 1948 f) Indurial Disputes Act, 1947 g) The Payment Of Wages Act, 1936 h) The Minimum Wages Act, 1948 i) The Employees State Insurance Act, 1948 j) The Employee Provident Fund And Miscellaneous Provision Act, 1952 k) The Payment Of Bonus Act, 1965 l) The Payment Of Gratuity Act, 1972 m) Contract Labour (Regulation And Abolition) Act, 1970 n) The Indurial Employment (Standing Orders) Act, 1946 o) The Maternity Benefit Act, 1961 p) The Child Labour Prohibition and Regulation Act, 1986 q) The Employees Compensation Act, 1923 r) The Apprentices Act,

33 s) Equal Remuneration Act, 1976 t) The Employment Exchange (Compulsory Notifications of Vacancies) Act, 1956 u) Workmen compensation Act 1923 v) Building & oer conruction workers Act 1996 w) The Madhya Pradesh Shops and Eablishments Act, 1958 We have also examined compliance wi e applicable clauses of e following: (i) Secretarial Standards issued by The Initute of Company Secretaries of India. (ii) The Liing Agreements/ regulations entered into by e Company wi BSE Limited and The National Stock Exchange of India Limited; During e period under review e Company has complied wi e provisions of e Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We furer report at: - The Board of Directors of e Company is duly conituted wi proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in e composition of e Board of Directors at took place during e period under review were carried out in compliance wi e provisions of e Act. Adequate notice is given to all Directors to schedule e Board Meetings, agenda and detailed notes on agenda were sent generally for seeking and obtaining furer information and clarifications on e agenda items before e meeting and for meaningful participation at e meeting. Majority decision is carried rough while e dissenting members views, if any, are captured and recorded as part of e minutes. We furer report at during e audit period:- The Members have accorded eir consent to e Board of Directors at e Annual General Meeting held on September 22, 2016 to carry on e following businesses: 1. to re-appoint Mrs. Aarti Jhaveri (DIN: ) as Independent Director, for a period of Two (2) years 2. to re-appoint Mr. Santosh Muchhal (DIN: ) as Independent Director, for a period of Two (2) years 3. to re-appoint Mr. Mr. Rajiva Kumar Srivaava (DIN: ) as Independent Director, for a period of Two (2) years 4. Issue of Rs.500 crores in one or more tranches rough a mix of equity/equity-linked inruments, as may be appropriate including issue to qualified initutional buyers (under QIP) and to oer buyers under e Private Placement. CS Ashish Karodia M No CP 6375 On 14 Augu 2017 At Indore 28

34 ANNEXURE 4 ANNUAL REPORT ON CORPORATE SOCIAL REPONSIBILITY (CSR) ACTIVITIES A brief outline of e Company s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to e web-link to e CSR policy and projects or programs Pursuant to Section 135 of e Companies Act, 2013( e Act ) read wi Companies (CSR )Rules, 2014, e Board has framed a CSR Policy which is in line wi Section 135 of e Act, The said policy is placed on e website of e Company and is available on following weblink: In line wi CSR Policy and in accordance wi e Schedule VII of e Act, e Company has undertaken e following CSR Projects. 1. Promoting Education; 2. Providing Sanitation 3. Promoting Heal 4. Ensuring Environmental Suainability 5. Development of Backward Society and Tribal Area 6. Development of Women and Children 7. Rural Development The Composition of e CSR Committee. Mr. Shyam Sunder Mundra(Chairman & Managing Director) Chairman Average net profit of e company for la ree financial years Mrs. Aarti Jhaveri (Independent Director) Mr. Vikalp Mundra (Joint Managing Director) Mr. Anurag Mundra (Joint Managing Director & CFO) Prescribed CSR Expenditure (two per cent of e amount as in item 3 above) Details of CSR spent during e financial year Total amount to be spent for e financial year Amount unspent, if any Member Member Member Rs Lakhs Rs Lakhs Rs Lakhs Rs Lakhs Rs Lakhs (c) Manner in which e amount spent during e financial year is detailed below. Annexure -A S. No CSR project or activity identified. Sector in which e Project is covered ANNEXURE A Projects or programs (1) Local area or oer (2) Specify e State & dirict where projects or programs was undertaken Amount Amount spent outlay on e projects (budget) or programs project or Sub Head: program (1)Direct wise Expenditure on projects or programs. (2) Overheads (Amount in Rs.) Cumulative expenditure upto e reporting period Amount spent direct or rough impleme nting agency 1. Friends of Tribal Promoting Education Indore (M.P.) Direct Society 2. A B Maheshwari Promoting Education Indore (M.P.) Direct Education Tru 3. Lions Club of Environmental Ahmadabad, Gujarat Direct Gandhidham suainability 29

35 4. School Kit Promoting Education Bercha (M.P.) Direct Diribution 5. Swatch Bharat Sanitation Bercha and Rojhani Direct Mission (M.P.) 6. Scientech Eco Promoting Education Indore (M.P.) Direct Foundation 7. Udbhav School Promoting Education Indore (M.P) Direct 8. Maheshwari Rural Development Indore (M.P.) Direct Jankalyan Tru 9. Water Diribution Safe Drinking water Andamans Direct 10. Promoting Promoting Education Vadodra, Gujarat Direct Education TOTAL (a) In case e Company has failed to spend e two percent of e average net profit of e la ree financial years, e Company shall provide e reasons for not spending e amount in its Board Report. The Company has formulated its CSR Policy in accordance wi e directions specified in e Companies Act, 2013 read wi e rules made ereunder. The Company was in process of identifying and evaluating NGO partners and CSR agencies to actively support and channelize e activities/ projects/ programs to be undertaken by e Company in line wi its CSR objectives. However, even after meeting number of such NGO partners, e Company could not identify any suitable NGO partners for is purpose. The CSR activities are scalable which coupled wi new initiatives at may be considered in future moving forward e Company will endeavor to spend on CSR activities in accordance wi e prescribed limits. (b) A responsibility atement of e CSR committee at e implementation and monitoring of CSR Policy, is in compliance wi CSR objectives and Policy of e Company. The CSR Committee of your company ensure at implementation and monitoring of CSR Policy, is in compliance wi CSR objectives and Policy of e Company. S.S.Mundra Chairman CSR Committee Aarti Jhaveri Member CSR Committee Augu 14, 2017, Indore DIN: DIN:

36 CSR Activities School Bag Diribution Dubin Diribution & Swatch Bharat Painting Competition 31

37 1. Purpose and Objectives Human Resource is e mo valuable asset of an organisation. The Remuneration and Nomination Committee has been eablished by e Board. This policy has been formulated in order to pay equitable remuneration to e officers of e Company. Its primary function is to assi e Board in fulfilling its responsibilities in relation to compensation of e Company s officers and in e search for and evaluation of potential new Directors and by ensuring at e size, composition and performance of e Board is appropriate for e scope of e Company s activities. The Committee has overall responsibility for evaluating and recommending to e Board remuneration policy and practice which is consient wi and supports e rategic direction and objectives of e Company. In performing its duties, e Nomination and Remuneration Committee shall have direct access to e resources of e Company as it may reasonably require and shall seek to maintain effective working relationships wi management. 2. Objective and Purpose of e policy a) To formulate e criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non Executive) and recommend to e Board policies relating to e remuneration of Directors, Key Managerial Personnel. b) To formulate e criteria for evaluation of performance of all e Directors on e Board; c) To devise a policy on Board diversity; d) The policy also addresses Committee member qualification, Committee member appointment and removal, Committee ructure and operation and committee reporting to e Board; 3. Membership and Meetings The following are e membership and meeting requirements of e Nomination and Remuneration Committee (e Committee ): (a) The Committee should consi of ree or more nonexecutive directors out of which at lea one half shall be independent director. (b) The member Directors shall have e right to attend all meetings of e Committee at eir own election. (c) Election and removal of members by e Board shall be by majority vote. (d) The duties and responsibilities of e members of e Committee are in addition to ose as a member of e Board of Directors. (e) The Committee shall meet as per e requirement. ANNEXURE 5 NOMINATION AND REMUNERATION POLICY UJAAS ENERGY LIMITED (f) The Committee may invite e Chief Executive Officer/Managing Director (or equivalent), Chief Financial Officer (or equivalent) and oer members of management to attend each meeting (ough not necessarily for all e agenda). The Board shall appoint an executive as Secretary to e Committee. The Secretary, in conjunction wi e Chairperson, is responsible for setting e meeting schedule for e year, circulating e meeting agenda and supporting material to all committee members and management representatives prior to each meeting. Normal committee diribution requirements for minutes, agendas and supporting material will apply. 4. Nomination and Remuneration Committee Responsibilities Nomination The responsibilities of e Nomination and Remuneration Committee: (a) Review and make recommendations to e Board on e: 1. Appointment and removal of Directors; 2. Directors development and succession planning; 3. Size, skills and composition of e Board. (b) Evaluate and make recommendations to e Board regarding e Board s performance. Remuneration (a) Review e competitiveness of e Company s executive compensation programs to ensure at: 1. e Company is able to attract and retain suitably qualified executives; 2. executives are motivated to achieve e Company s business objectives; and 3. e interes of key employees are aligned wi e long term interes of shareholders. (b) Ensure at e Company develops and implements appropriate programs in e following areas: 1. Recruitment, retention and termination of employment; 2. Senior management and aff development and succession planning; 3. Performance appraisal of employees; 4. Remuneration of employees including Nonexecutive Directors and Executive Directors 5. Short and long term incentive plans for employees; 32

38 6. Employee superannuation arrangements. (c) Make recommendations to e Board in relation to: 1. e annual performance targets for Executive Directors and senior executives reporting to e CEO/MD; 2. e assessment of e performance of Executive Directors and senior executives reporting to e CEO/MD; 3. e annual remuneration of Executive Directors and senior executives reporting to e CEO/MD; 4. e annual remuneration assumptions and budget for e organisation. (d) Review and make recommendations to e Board regarding: 1. Non-executive Directors fees; 2. Renewal/termination of senior executive service contracts; 3. Directors & Officers Liability insurance cover. General: - Provide e Board wi minutes of Nomination and Remuneration Committee meetings and report e Committee s actions to e Board wi appropriate recommendations. - Provide a atement for inclusion in e annual report at describes e Committee s composition and how its responsibilities were discharged. - Have e auority to conduct or auorise inveigations into any matters wiin e Committee s scope of responsibility. The Committee has e ability to retain independent counsel, professional advisors, or oers to assi it in e conduct of any inveigation. - Review and update e Committee s Charter for approval by e Board. - Perform such oer functions as assigned by e Board. 5. Committee Performance The Board will from time to time evaluate e performance of e Committee to determine wheer it is functioning effectively by reference to its Charter and to current be practice. 33

39 ANNEXURE- 6 Disclosure pursuant to section 197(12) of e companies act, 2013 read wi companies (appointment and remuneration of managerial personnel) rules, 2014 S.No. REQUIREMENTS DISCLOSURE 1. The ratio of e remuneration of each director to e median Name of Director Ratio remuneration of e employees of e Company for e Mr. Shyam Sunder Mundra financial year Mr. Vikalp Mundra Mr. Anurag Mundra Mrs. Aarti Jhaveri Mr. Rajiva Shrivaava Mr. Santosh Muchhal NA NA NA 1. For is purpose, sitting fees paid to Independent directors have not been considered as Remuneration. 2. The percentage increase in remuneration of each Director, Name of Director / KMP Increase/Decrease Chief financial officer (CFO), Company Secretary( CS) in e Mr. Shyam Sunder Mundra financial year (Chairman & MD) Mr. Anurag Mundra (JMD &CFO) Mr. Vikalp Mundra (JMD) Mrs. Aarti Jhaveri (ID) Mr. Rajiva Shrivaava (ID) Mr. Santosh Muchhal (ID) Ms. Shilpi Singh (CS) ** Ms. Monika Choukse (CS) *** Nil Nil Nil NA NA NA NA NA 1. Ms. Shilpi Singh joined as CS w.e.f Ms. Monika Choukse resigned as CS w.e.f ; 3. The Percentage increase in e median remuneration of e During e year, e percentage increase in median employees in e financial year remuneration of e employees as compared to previous year was 64.12%. The median remuneration for 2016 was Rs. 149,279 and for 2017 is Rs. 2,45, The number of permanent employees on e rolls of e There were 213 permanent employees as on March 31, Company Average percentile increase already made in e salaries of Average increase in Salary of employees employed employees oer an e managerial personnel in e la roughout in e Financial year year and its comparison wi e percentile increase in e managerial remuneration and juifications ereof and point out if ere is any exceptional circumances for increase in e managerial remuneration. & oer an managerial personnel is 14% & ere is no increase in managerial remuneration (comprising of remuneration to Whole time directors and KMPs). 6. Affirmation at e remuneration is as per e remuneration The remuneration is as per e Nomination and policy of e Company Remuneration policy of e Company 7. Names of Employees, who were in receipt of remuneration in excess of at drawn by e Managing Directors / Whole time Directors:- 34

40 Name of Employee Mr. Anjan Ghosh Mr. Prashant Gupta Mr. Manish Agrawal Designation of e Employee Heads EPC Business Heads Ujaas Home & Retail business Chief Operating Officer Remunerati on Received Rs. 62,99,996/- p.a. Rs. 59,99,995/- p.a. Rs. 49,06,200/- p.a. Nature of Employment Permanent Permanent Permanent Qualifications and Experience of e Employee An IIT Kharagpur Alumnus wi pograduation in Business management wi 30+ years experience He is po graduate in Business Management & a veteran in Sales & Diribution of white goods and has over 15+ years of work experience He is a alumnus of IIT Kanpur and IIM Ahmedabad wi 20+ years experience Date of commencement of employment 05/12/ /10/ /10/2015 Age La Employment held by such employees before joining e Company Tata International Limited, Mumbai Samsung India, Delhi Deloitte Percentage of equity shares held by e Employees in e Company Wheer an employee is a relative of any director or manager of e Company No. No. No. 35

41 ANNEXURE-7 DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO. Information as required under Section 134(3)(m) of e Companies Act, 2013 read wi Rule 8(3) of Companies (Accounts) Rules, 2014 are set out hereunder : - A. Conservation of Energy Ujaas is putting its sincere efforts in contributing towards green energy. We have introduced various new products and solutions for producing clean energy. The company aims at becoming e pioneer in Generation of Green Energy. As, e nature of our operations is covered under conservation of energy itself. Hence ere are no separate activities undertaken by e Company under e head of Conservation of energy. B. Technology Absorption Research and Development (R & D) R& D is a continuous activity inead of one-time activity. During e year under review, ere were no R&D expenditure. C. Foreign Exchange Earnings and Outgo (Rs. in Lakh s) S.No. Particulars Total Foreign Exchange Earned Total Foreign Exchange Used For & on behalf of e Board Shyam Sunder Mundra Chairman &Managing Director Augu 14, 2017, Indore DIN:

42 1. GLOBAL ECONOMY OVERVIEW The global economy is in e mid of a decade long slow grow environment characterized by an imminent productivity grow crisis. The looming labor shortage in mature economies and skill deficiencies in emerging markets will add furer challenges to global economic prospect. Global financial markets continue to face elevated levels of uncertainty notwianding e resilience to e outcomes of Brexit referendum and e US election. A negative feedback loop arising from productivity and global trade slowdowns and rising protectionism is adding to e pessimiic outlook on global recovery even as e uptick in US intere rates poses a significant risk to emerging market economies. The forces shaping e global outlook bo ose operating over e short term and ose operating over e long term point to subdued grow for 2016 and a gradual recovery ereafter, as well as to downside risks. These forces include new shocks, such as Brexit, U.K. referendum result in favor of leaving e European Union; ongoing realignments, such as rebalancing in China and e adjument of commodity exporters to a protracted decline in e terms of trade; and slow-moving trends, such as demographics and e evolution of productivity grow; as well as noneconomic factors, such as geopolitical and political uncertainty. The subdued recovery also plays a role in explaining e weakness in global tradeand persiently low inflation. Among advanced economies, activity rebounded rongly in e United States after a weak fir half of 2016, and e economy is approaching full employment. Output remains below potential in a number of oer advanced economies, notably in e euro area. Preliminary ird-quarter grow figures were somewhat ronger an previously foreca in some economies, such as Spain and e United Kingdom, where domeic demand held up better an expected in e afterma of e Brexit vote. The grow rate in China was a bit ronger an expected, supported by continued policy imulus. Goldman Sachs expects global grow for 2017 to be 3.5%. US has led e improvement by growing at 2-3% grow, Fiscal easing is also likely under e Trump organisation, Europe s grow foreca is 1.5%, it is consient wi e gradual labour market improvement, Japan sgrow rate is ine range of1%, cause of e weakness in e demographics, and decline in e working age population. China is expected to grow by 6 and a 1/2 percent, long term concerns remain due to e continued rapid debt grow, which has a potential for financial weakness. Commodity producers saw a lot of economic pain in but ere is some gradual recovery. 2. INDIAN ECONOMY OVERVIEW MANAGEMENT DISCUSSION AND ANALYSIS India s economy is slowly gaining momentum, wi an expected GDP grow of 7.3 and 7.5 per cent in 2016 and 2017, respectively. Despite some delays in domeic policy reforms and enduring fragilities in e banking syem, invement demand is supported by e monetary easing cycle, rising FDI, and government efforts towards infraructure invements and public-private partnerships. Economic activity is beginning to firm after demonetization shocked e economy in e October to December period. The manufacturing PMI crossed into expansionary territory in January and imports rebounded. The government s bold demonetization program resulted in massive cash shortages and economic disruptions rough e economy at e end of la year and grow is expected to have slowed to a multiyear low in Q3 FY Despite e backdrop of more moderate grow, e government uck to a market friendly budget for FY The budget pursued grow-supportive policies while targeting a narrower deficit of 3.2% of GDP and was met wi a positive market reaction. Wi e government taking eps to improve ease of doing business and relax regulations, foreign direct invement or FDI into e country surged 60 per cent to $4.68 billion in November la year. During e period, India received maximum FDI from Singapore, Mauritius, e UK, e US, e Neerlands and Japan, an official said. The Reserve Bank of India (RBI) signalled an unexpected early end to e two-year-old rate cut cycle, citing concerns of resurgent inflation. The monetary policy committee (MPC), headed by governor Urjit Patel, decided unanimously to shift e policy ance from accommodative to neutral and left e repo rate at 6.25%. The MPC said it was ill assessing e transitory effects of demonetization on inflation, and e output gap. It also cited significant upside risks to inflation, such as rising crude prices and exchange rate volatility. The agriculture sector recorded very high grow as e favourable monsoon led to high production of kharif crops and mounting supplies in e markets. The slowdown in e services sector was because of e drag in financial and real eate services. The slowdown in real eate is also reflected in e deceleration in conruction grow. While e impact of de-monetization was not visible in e Q3 data, e slowdown in economic activity is reflected in data of e pa ree quarters. Wi a smart and pragmatic Budget, greater government-policy focus on rural development and efforts to widen financial inclusion also augur well for e future of consumption. 3. GLOBAL RENEWABLE OVERVIEW At e end of 2016, global renewable generation capacity amounted to 2,006 GW. Hydro accounted for e large share of e global total, wi an inalled capacity of 1,122 GW. Three-quarters of is was in large-scale plants of over 10 MW. Wind and solar energy accounted for mo of e remainder, wi capacities of 467 GW and 296 GW respectively. Oer renewables included 110 GW of bioenergy, 13 GW of geoermal energy and about 500 MW of marine energy (tide, wave and ocean). Similar to la year, renewable generation capacity increased by 161 GW or +8.7% during 2016, continuing e trend since 2009 of about 8-9% annual capacity grow. Solar energy 37

43 GW 2,000 1,500 1, took fir place, wi a capacity increase of 71 GW (+32%), followed by wind energy wi an increase of 51 GW (+12%). Hydropower and bioenergy capacities increased by 30 GW (+3%) and 9 GW (+9%) respectively. Geoermal energy increased by ju under 1 GW. Renewable capacity expansion continues to be driven moly by new inallations of solar and wind energy, alough 2016 was e be ever year for grow in bioenergy generating capacity. Asia accounted for 58% of new capacity again in 2016, resulting in a total of 812 GW (41% of global capacity). Asia was also e fae growing region, wi a +13.1% increase in renewable capacity. Nor America overtook Europe in capacity expansion, wi an increase of 24 GW (+7.8%) compared to an increase of 21 GW (+4.4%) in Europe. Renewable capacity grow in Europe remains subdued, wi more an half of European countries reporting little or no expansion in The oer notable development was e inallation of 4.1 GW of new renewable capacity in Africa (twice as much as la year), giving it second place in capacity grow in Source: IRENA Renewable Capacity Highlights Hydropower Wind Solar Bioenergy Geoermal 4. INDIAN RENEWABLE OVERVIEW Capacity added in 2015 GW The Union Government scaled-up e target of renewable energy capacity over 5 times to 175 GW by This includes 100 GW from solar energy, 60 GW from wind energy, 10 GW from bio-power and 5 GW from small hydropower. In financial year, renewable power projects output rose by 26%, which makes India's renewable energy sector as e fae growing in e world. India is expected to be e ird bigge solar market from 2018 onwards after China and United States of America. The late data, provided by e Miniry of New and Renewable Energy (MNRE) and analysed by Mercom Capital Group, show a eady grow in renewable energy inallations in India, which as of April 2017 account for 17.5 % of e total energy source. Grid connected renewable energy has seen a grow of 91% wi a capacity addition of 22.6 GW during e ree year period between This is almo twice compared to e capacity added i.e GW between The total inalled capacity of grid renewable power ands at GW, which accounts for 17.5% of grid power from all renewable resources. This GW grid renewable power inalled capacity includes 32.3 GW from Wind power, 12.5 GW from Solar power, 4.38 GW from Small Hydro Power and 8.31 GW from Bio-Power. However, solar is unparalleled in terms of e pace of inallation grow. In April 2017, it reached 3.8% of total inalled capacity up from 2.23% in April The surge in inalment comes on e wings of e rapidly falling solar tariffs, including e current record low of INR 2.44 ($ 0.037)/kWh accepted in e 500 MW Bhadla Phase-III Solar Park auction, successfully putting ermal behind solar on cos. The renewable energy sector in India represents future grow and change in e power generation sector in India. Renewable energy offers India unique value proposition i.e. bridging e gap in country s energy requirement to power its entire population 24x7 and at e same time cutting on emission due to combuion of fossil fuels for energy. The push to develop and harness power rough renewable energy resources is e Government s attempt to rebalance e energy mix in favour of cleaner energy generation. The two main kind of renewable energy sources which have found e wide application are wind energy and solar energy. India wi 3,200 km of coaline and tropic of cancer passing rough e centre of e country, ere is ample opportunity for more solar and wind farms to be set up. Renewable energy would lead e next phase of grow in power capacity addition, as e government would be keen to gradually cut on import of fuel for generation of electricity. The magnitude of success and achieving set targets would solely depend on Government s timely intervention and provision of incentives. Source: CARE 5. GLOBAL SOLAR OVERVIEW 2016 was a record year for solar. A total of 76.6 GW was inalled and connected to e grid in That s a 50% year-on-year grow over e 51.2 GW inalled in 2015 and e ird highe rate recorded since 2010, ough at much higher absolute levels. In 2016, global solar power capacity exceeded 300 GW, after it took e 200 GW mark e year before, and e 100 GW level in The total inalled solar PV power capacity increased 33% to GW by e end of 2016, up from GW in Asia also took fir place in global solar capacity la year, reaching a total of 139 GW (+50 GW). The global solar market in 2016 was even more dominated by one country an it was e year before China, which connected 34.5 GW to e grid, a 128% increase over e 15.1 GW it added e year before. The 2016 PV inallations were equal to a global market share of 45%. At e end of 2016, China had a total of 77.9 GW inalled PV, owning one quarter of all global solar power generation capacity was a disappointing year for solar in Europe. Wi only 6.7 GW of newly inalled PV capacity, e European solar power market shrank by 22% year-on-year. In 2016, Asia-Pacific has become e large solar-powered region in e world wi GW of total inalled capacity, equal to a 48% 38

44 global market share. The European solar pioneers, which ill owned e major global portion in 2015, are now ranked second wi a cumulative PV capacity of GW and a 34% share. Despite e gigantic 50% leap at resulted in topping e 70 GW level of total global inalled PV in 2016 from e 50 GW range in 2015, ere is a good chance at e market will furer grow in 2017, even passing e 80 GW mark. The quickly decreasing solar power cos continue to improve solar s competitiveness. Basically, all solar tenders awarded since 2016 are lower an e price guarantee e UK government signed for e Hinkley Point C nuclear power plant la year. A new world-record low 25-year solar power supply contract was awarded in Abu Dhabi in 2016 for 24.4 USD/MWh. The late Levelized Co of Electricity (LCOE) calculations of US invement bank Lazard Capital clearly demonrate at utility-scale solar is today already cheaper an new combined cycle gas turbines (CCGT), coal and nuclear power plants. Source: GMO 6. INDIAN SOLAR OVERVIEW Solar technologies have improved by leaps and bounds over e la decade, and technological breakroughs have positioned e indury for huge grow. Invention of in film panels, smart solar modules, efficient solar cells and light sensitive nanoparticles have triggered improved e ff i c i e n c y, b e t t e r r e l i a b i l i t y a n d e x c e l l e n t co effectiveness. Solar panels have become smaller and more effective an ever before. Their efficiency levels, which is measured by amount of sunlight absorbed and converted into electricity, have increased subantially on account of rapid improvement in light capture and conversion technology. Also, e new improved solar design provides greater architectural flexibility, better consiency and consumes less space. Solar Power contributes approximately 12.5GW out of e total inalled renewable energy capacity of GW in e country. By 2022, is capacity target has been set, to achieve 100 GW of solar inallations. Solar module prices, which account for ~50% of e total co, has declined more an 70% over FY08 FY17 due to availability of cheaper raw materials (Polysilicon and silicon wafers). This caused a fall in project capital co from ~Rs.300mn/MW in FY08 to ~Rs.50mn/MW. Consequently, average solar tariff, which is largely dependent on capital co, has declined from ~Rs.30 per unit to ~Rs.5 per unit, ereby becoming competitive wi oer conventional forms of electricity generation. The lower tariff, likely to be able wi negative bias, is now leading to more players setting up solar power plants in e country. Currently, e average tariff for commercial purpose ands at Rs.7 Rs.8 per unit and e risk of increase in tariffs (from e jump in input cos of conventional form of electricity generation like coal and fuels) makes e solar invement one of e co effective options to generate electricity. India s total inalled rooftop solar capacity is eimated at 1,247 MW as of December 31, Capital Expenditure (CAPEX) route accounts for nearly 84% of total inalled capacity but e Operating Expenditure (OPEX) model has been gaining ground in e la couple of years. Source: IIFL, CARE, MNRE & Mercom India a. Challenges and Opportunities i. Solar RPO Regulations Through e amendments made in National Tariff Policy in 2016, e government increased its focus on renewable energy, especially solar. As per e amendments, e solar RPO target for FY22 has been increased to 8% of e total electricity consumption (excluding Hydro power) as again 3% earlier, which will act as an enabler for e solar power sector. However, enforcement of RPO and compliance of e same remains a key challenge as mo of e ates have been unable to meet e targets in recent years owing to poor financial heal of majority of e ate discoms. Till March 2017, 27 ates have signed e MoU under e UDAY scheme. Structural reforms for e discoms including e impact of e UDAY scheme on e operating performance and financial heal of discoms would have an important bearing on e sector. Source: CARE & Reconnectenergy ii. Solar RECs Renewable Energy Certificates (REC) is a market based inrument created to promote renewable energy and facilitate renewable purchase obligations (RPO). Honorable Central Electricity Regulatory Commission has determined floor and forbearance prices for REC (solar and non-solar) which will be valid from April 1, 2017 onwards. The prices for solar RECs have reduced significantly from Floor Price of Rs 3,500 to Rs 1,000 and Forbearance Price of Rs 5,800 to Rs 2,400. Previously, in December 2014, e CERC had revised e solar REC prices from Rs 9,300 to Rs 13,400 to Rs 3,500 to Rs 5,800. The recent reduction was a result of falling tariffs in competitive bidding for solar energy and reducing cos for bo solar and wind energy. However, after is announcement, e Supreme Court has ayed trading in Renewable Energy Certificates (RECs), whose prices have been reduced by e Central Electricity Regulatory Commission (CERC). REC-generating companies had filed e petition in e court again e CERC action. The court also ayed e new price regime introduced by e CERC. The matter has been moved to APTEL and it is expected at a favourable judgment will be passed shortly which will be in e benefit of improving RPO obligations. The hiorical solar REC trading session is displayed in e table below: iii. Transmission Infraructure The sector s grow and developer s returns could be negatively impacted in case of curtailments or energy loss due to lack of transmission infraructure to absorb e largely infirm renewable capacity addition. Therefore, invement in augmenting evacuation infraructure to be abrea wi e pace in renewable energy capacity coming up every year is very important. Invements and timely implementation of Green energy corridor, solar parks, 39

45 success of e solar/wind hybrid policy in efficiently utilizing e transmission infraructure are crucial. iv. Change in Policy Incentives currently offered by Government for e development of e Solar Energy sector include: Solar components are exempt from excise duties and concession on import duties required to set up a solar plant. Wheeling, banking and ird party sales, buyback facility by ates. Guaranteed market rough solar power purchase obligation for ates. Reduced wheeling charges as compared to ose for conventional energy. Special incentives for exports from India in renewable energy technology under renewable sector-specific SEZ. A payment security mechanism to cover e risk of default by ate utilities/discoms. A subsidy of 30% of e project co for roof top Photovoltaics (PV) and solar ermal projects. Loans at concessional rates for off-grid applications. From April 2017, e renewable sector will see e accelerated depreciation tax benefit at a maximum of 40 per cent under e Income Tax Act however benefit for a 10-year income tax holiday under section 80 IA which has been offered to solar projects so far has been widrawn from April 2017 onwards. As solar has reached parity wi conventional energy sources, which is evident in e accelerated adoption of solar power as an energy source, e management believes incentives are no longer required to suain e indury. Thus, e management does not anticipate any significant impact from e reduction on e business. India s Finance Minier has confirmed a solar GST rate of 5 per cent at e 15 meeting of e GST Council held on June 03, The solar indury can now move forward and plan ahead based on e 5 percent rate. However, furer clarification should be issued about what happens to current projects under development, including e change in law provisions. The management believes at e revised rate ructure will not have any material negative impact on e indury because of e buffer afforded by sharp fall in equipment cos. v. Rooftop Solar Rooftop solar market in India has grown at a CAGR of 98% in e la four years. As of December 31, 2016, total inalled capacity ands at 1,247 MW. Grow in is market is being primarily driven by improvement in price competitiveness of rooftop solar power vis-à-vis grid power. Commercial and indurial (C&I) segment currently makes up for almo 63% of is market. The remaining 25% goes to residential and around 12% to government buildings. C&I segment has grown at a compounded annual grow rate (CAGR) of 103% in la four years. Beyond e C&I segment, ere is also a rong impetus on increasing rooftop solar deployment on government-owned buildings. The government rooftop solar segment has grown at a CAGR of 118% in la four years and now accounts of about 12% of e total rooftop market. Central government initutions have identified potential to inall about 6 GW of solar capacity to meet eir captive requirement for power. In India, rooftop solar has maintained a 10-12% share of overall solar capacity. This is much lower an oer key markets such as US, Germany, China, Spain and Auralia. Share of utility scale solar vis-à-vis rooftop solar The government has taken e following eps to promote rooftop solar addition in India: Government is expected to become a major demand source for rooftop solar in e coming years. All building facilities under different central government departments are being urged to adopt rooftop solar and a potential of 6 GW capacity has been identified so far. SECI has already announced 500 MW of tenders for such buildings. Miniry of New and Renewable Energy has sanctioned INR 50 billion ($ 750 million) funding for 30% capital subsidy for rooftop solar for residential and initutional consumer segments. In addition, up to 30% subsidy is also available for government projects. The Government of India, wi assiance from multilateral financial initutions such as Asian Development Bank, The World Bank and New Development Bank, has earmarked US $ 1,470 million of concessional credit lines for e rooftop solar market. The Government of India has recommended mandatory rooftop solar inallations for buildings exceeding specified size and/or power consumption resholds under e model Building Bye Laws. Four ates and union territories - Uttar Pradesh, Haryana, Chandigarh and Chhattisgarh - have adopted ese regulations so far. Source: Bridge to India vi. EPC business Identifying e booming opportunity available, e Company ventured into solar EPC in FY17, while following e company s motto of being asset-light. The company has been extremely successful in is venture having commissioned over 43 MW in FY17 rough EPC. Recently, e company has won its bigge project in is vertical having received an order from Hinduan Aeronautics Limited of 15 MW (AC). a) Segment-wise or product-wise performance Your company have ree segments of business wise Transformer, Solar Power Plant Operation and Manufacturing & Sale of Solar Power Syems. In Fiscal 2014, 2015, 2016 and 2017, revenue from solar power plant operation was INR 2, lakhs, INR 2, lakhs, INR 2, lakhs and INR 3, lakhs. Furer, in Fiscal 2014, 2015, 2016 and 2017, revenue from manufacturing and sale of solar power syem was INR 48, lakhs, INR 8, lakhs and INR 24, lakhs and INR 44, lakhs respectively. 40

46 b) Outlook The global market outlook for solar power is bright. Never before, was solar power as competitive as it is today. Utilityscale solar is cheaper an new fossil fuel plants and nuclear power generation plants in mo regions of e world today. If retail electricity is not subsidised, it is usually more economical to produce solar on your rooftop and consume e clean power in-house. The cos for solar power continue to decrease, making is technology attractive for many users and inveors around e world. Being a market leader in e solar sector and having won orders from respected cuomers such as Hinduan Aeronautics Limited, Moil Limited, Oil India Ltd, Rashtriya Ispat Nigam Limited andairport Auority of India, we expect to continue excelling and winning significant tenders in e future. The management s vision to erect and maintain 5 GW of solar power for our clients out of e 100 GW target by 2022 is on track and remains unchanged. c) Risk and concerns While e company faces traditional business risks such as un-anticipated labour cos, market risks such as intere rates, operational risks such as been supplier/diributor problems and execution challenges and changes in government regulation, no major risks are foreseen. Additionally, e company continuously monitors business and operations risks rough an efficient risk management syem. All Key functions and divisions are independently responsible to monitor risks associated wiin eir respective areas of operations such as production, insurance, legal and oer issues like heal, safety and environment. d) Internal Control syems and eir adequacy Your Company has an effective internal control and riskmitigation syem, which are conantly assessed and rengened wi new/revised andard operating procedures. The Company s internal control syem is commensurate wi its size, scale and complexities of its operations. The internal audit is entrued to Messrs S.K. Malani & Associates (FRN: W), a reputed firm of Chartered Accountants. The main ru of internal audit is to te and review controls, appraisal of risks and business processes, besides benchmarking controls wi be practices in e indury. The Audit Committee of e Board of Directors actively reviews e adequacy and effectiveness of e internal control syems and sugges improvements to rengen e same. The Company has a robu Management Information Syem, which is an integral part of e control mechanism. The Audit Committee of e Board of Directors, Statutory Auditors and e Business Heads are periodically apprised of e internal audit findings and corrective actions taken. To maintain its objectivity and independence, e Internal Audit function reports to e Chairman of e Audit Committee. e) Quality Management syems Your company have successfully implemented SAP Business solution as accounting software. Company inalled different modules of SAP like FI(Finance), MM(Material Management,), SD (Sales & Diribution), PS (Project Syem), QC (Quality Control), and HR (Human Resource). Furer company continued to be certified under ISO: 9001:2008 by International Organization for Standardization. The Quality Management Syem in e Company is well defined and is well in place. This will enable your company to meet e challenges related wi Information syems, Controls, Planning and Quality. f) Cautionary Statement Statement made in e management discussion and analysis report as regards e expectations or predictions are forward looking atements wiin e meaning of applicable Laws and Regulations. Actual performance may deviate from e explicit or implicit expectations. g) Discussion on Financial performance wi respect to operational performance (INR. Mn) Particulars FY11 FY12 FY13 FY14 FY15 FY16 FY17 Total Income* ,480 5,332 1,133 2,795 4,790 Operating Expenses ,972 4, ,146 4,044 EBITDA EBITDA Margin (%) 10.03% 9.19% 20.48% 18.58% 39.28% 23.22% 15.58% Finance Co Depreciation Profit Before Tax Taxation Profit After Tax PAT Margin (%) 2.36% 2.43% 10.89% 7.01% 10.33% 7.48% 7.58% Diluted EPS (INR)

47 h) Material developments in Human Resources / Indurial Relations front, including number of people employed Your company has very rong board, fir line management nd and 2 line management, comprising of various Business Heads, GM and Vice Presidents and below em we have effective teams of managers. Your company will have huge openings in e coming years as e company is expecting enormous grow and will need supporting hands for proper management. The total number of people employed in our Company were 402 as on 31 March, For & On Behalf of e Board S.S. Mundra Place : Indore Chairman & Managing Director Date : DIN : Mr. Vikalp Mundra Joint Managing Director of Ujaas Energy Limited receiving e award for e Be Infraructure Brand 2016 from Shri Mansukh L Mandaviya, honorable Minier of State; Road, Transport & Highway, Government of India. 42

48 Our philosophy on Corporate Governance is built on a blend of laws, regulations and voluntary practices which would enable us to attract financial & human capital, perform efficiently and ereby perpetuate into generating long term economic value for our Shareholders, while respecting and balancing e intere of oer akeholders and society at large. Our Governance philosophy is all-encompassing and it is our conant endeavor to align our vision and business rategy wi e welfare and be intere of all akeholders. Our energy efficient solutions enable people to save money and protect eir capital invement while also lowering eir energy usage and protecting e environment. We commit ourselves to adherence of e highe andards of business eics, compliance wi atutory and legal requirements and commitment to transparency in business dealings. The Company believes in compliance of all atutes not only in letter but also to e spirit of e atutes. THE BOARD OF DIRECTORS The Board of Directors ( e Board ) is responsible for overall governance of e Company. The Board has an optimum combination of executive and non- executive directors. As on March 31, 2017, e Company s Board comprised six (6) Directors, of which ree (3) are Executive Directors, one of em is Chairman of e Board and ree (3) are Non-Executive Independent Directors including one Woman Independent Director. None of e Independent Directors of e Company is serving as an Independent Director in more an 7 lied Companies. CORPORATE GOVERNANCE REPORT Corporate governance is not a matter of right or wrong -'it is more nuanced an at Furer, no independent director of e Company who is a wholetime director in e Company or in any anoer lied Company is serving as an Independent Director in more an ree Companies. None of e Directors on e Board is a Director in more an 10 public companies or is a member in more an 10 Committees or Chairperson of more an 5 Committees. Disclosure of relationship between directors inter-se: Mr. Shyamsunder Mundra, Mr. Vikalp Mundra and Mr. Anurag Mundra are promoter Directors and are related to each oer. Apart from is ere is no inter se relationship among oer directors. Number of shares and convertible inruments held by Non- Executive Directors. There are no shares and convertible inruments held by nonexecutive independent Directors. Board Meetings: In e financial year , e Board met seven (7) times. The meetings were held on 21 May, 2016; 28 June 2016; 6 Augu 2016; 28 October 2016; 13 February 2017, 27 February 2017 and 29 March During e year under review, e time gap between any two Board Meetings did not exceed one hundred and twenty days (120 days). The Board of Directors periodically reviews compliance reports pertaining to all laws applicable to e Company. All atutory and oer matters of significance including information as mentioned in Part A of Schedule II to e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 are tabled before e Board to enable it to The composition of e board as on March 31, 2017 along wi attendance at e Board Meetings and La Annual General Meeting is as below: Name Category of Directorships in No. of Board Committees* No. of Board Attendance at e Director & oer Indian Public in which Chairman / Meetings AGM Held on Designation Limited Companies Member (excluding Ujaas) attended September (excluding Ujaas) Chairman Member during e year 22, 2016 Mr. S.S. Mundra Promoter/ Chairman Nil Nil Nil 7 of 7 Present (DIN: ) & Managing Director Mr. Vikalp Mundra Promoter/ Jt. Nil Nil Nil 7 of 7 Present (DIN: ) Managing Director Mr. Anurag Mundra Promoter/ Jt. Nil Nil Nil 7 of 7 Present (DIN: ) Managing Director and CFO Mr. Santosh Independent/ of 7 Leave sought Muchhal Non-Executive (DIN: ) Director Mr. Rajiva Independent/ Nil Nil Nil 6 of 7 Present Srivaava Non-Executive (DIN: ) Director Mrs. Aarti Jhaveri Independent/ Nil Nil Nil 7 of 7 Present (DIN: ) Non-Executive Director (*) The committees memberships/ Chairmanship is reported for lied and unlied public Companies. Committees considered for e purpose are ose prescribed under SEBI (Liing Obligations and Disclosure Requirements) Regulations,2015 viz. Audit Committee and Stakeholders Relationship Committee. 43

49 discharge its responsibility of rategic supervision of e Company. The notice of Board Meeting is given well in advance to all e Directors. Also, e necessary quorum was present for all e meetings. Board Support The Company Secretary attends e Board Meetings and advises e Board on Compliances wi applicable laws and governance. Code of Conduct& Insider Trading Code The Company has adopted Code of Conduct ( e Code ) which is applicable to e Board of Directors and all e senior management personnel of e Company. The Company has received affirmations from Board members as well as Senior Management confirming eir Compliance wi e said code for FY An annual declaration signed by e Chairman, Managing Director to is effect forms part of is report. The code is available on e website of e Company at e following link Code-of-conduct-as-per-SEBI-LODR.pdf The Company has also formulated e Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance wi e SEBI(Prohibition of Insider Trading) Regulations, This Code is displayed on e Company s website viz. ujaas. com/ wp- content/uploads/2014/03/code-for-insider-trading ujaas.pdf INDEPENDENT DIRECTORS In accordance wi e criteria set for selection of Independent Directors and for determining eir independence, e Nomination and Remuneration Committee ( NRC ) of e Board, inter alia, considers e qualifications, positive attributes, area(s) of expertise held by ese individuals. The Board considers e NRC s recommendation and takes appropriate decisions in appointment of e Independent Directors. A formal letter of appointment to independent directors as provided in Companies Act, 2013 and Liing Regulation has been issued and disclosed on website of e Company viz. Familiarization programmes imparted to Independent Directors: All Independent Directors are familiarized wi e Company, eir roles, rights, responsibilities in e Company, nature of e indury in which e Company operates, business model of e Company, etc., from time to time. The Company makes consient efforts to acquaint e Board wi e overall business performance covering all business verticals. The details regarding e independent Directors familiarization programmes can be accessed at o n t e n t / u p l o a d s / / 0 3 / FA M I L I A R I Z AT I O N - PROGRAMME-FOR-UJAAS.pdf Separate Meeting of Independent Directors A separate meeting of Independent Directors of e Company as per e requirements of Schedule IV of e Companies Act, 2013 and Liing Regulation was held on 27 February 2017, wiout e attendance of Non-Independent Directors and e members of e management, interalia, to discuss e following: a) Review e performance of Non-Independent Directors and e Board as a whole; b) Review e performance of e Chairman of e Company, taking into account e views of executive directors and nonexecutive directors and; c) Assess e quality, quantity and timeliness of flow of information between e Company management and e Board at is necessary for e Board to effectively and reasonably perform eir duties. All e independent directors were present at e meeting. BOARD EVALUATION The Nomination and Remuneration Committee lays down e criteria for performance evaluation of independent directors and oer directors, e Board of Directors and Committees of e Board of Directors. Pursuant to e provisions of e Companies Act, 2013 and Regulation 17 of Liing Regulations, e Board has carried out an Annual Performance Evaluation of its own performance, e Directors individually as well as e evaluation of e working of its Committees. Performance evaluation of e Independent Directors was carried out by e entire Board excluding e Director being evaluated whereas evaluation of executive directors were done by e Independent directors in a separate meeting in which only Independent Directors were present. Feedback was sought from each Director about eir views on e performance of e Board covering various criteria such as degree of fulfillment of key responsibilities, Board ructure and composition, eablishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between e Board and e Management and efficacy of communication wi external akeholders and performance of specific duties, obligations and governance, compliance, oversight of Company s subsidiaries, etc. Feedback was also taken from every director on his assessment of e performance of each of e oer Directors. The Nomination and Remuneration Committee (NRC) en discussed e above feedback received from all e Directors. Based on e inputs received, e Chairman of e NRC also made a presentation to e Independent Directors at eir meeting, summarizing e inputs received from e Directors as regards Board performance as a whole, and of e Chairman. The performance evaluation of e Chairman and e Non- Independent Directors was carried out by e Independent Directors. Qualitative comments and suggeions of Directors were taken into consideration by e Chairman of e Board and e Chairman of e Nomination and Remuneration Committee. The Directors have expressed eir satisfaction wi e evaluation process. Some of e performance indicators on e basis of which e evaluation of Independent Directors was done are as follows: a. Active participation in Long-term Strategic Planning. b. Ability to contribute good practices followed internationally to deal top management issues. c. Fulfillment of Director s responsibilities as prescribed under e Act. d. Commitment to attend meetings of board and committees. e. Ability to monitor corporate governance of Company and effective suggeions for improvement if any required. COMMITTEES OF THE BOARD The Board of Directors has conituted Board Committees to deal wi specific areas and activities which concern e Company and requires a closer review. The Board Committees are formed wi approval of Board of Directors and work as per eir Charters in line wi e Companies Act, 2013 and Liing Regulation. The Board has currently eablished e following atutory and nonatutory Committees. 44

50 A. AUDIT COMMITTEE The Audit committee is delegated wi all e powers and functions of approving Annual Internal Audit Plan, review of financial reporting syem, internal control syem, interaction wi Statutory and Internal Auditors, discussion on financial returns, review of management discussion and analysis report, review of internal audit report and significant related party transactions, if any and recommendation for e appointment of Statutory and eir remuneration, recommendation for e appointment of Internal Auditors and eir remuneration. The committee followed e role and responsibilities as defined under e Act and Liing Regulation roughout e year under review. In fulfilling e above role, e Audit Committee has powers to inveigate any activity wiin its terms of reference, to seek information from employees and to obtain outside legal and professional advice. The Audit Committee invites such of e executives, as it considers appropriate (and particularly e head of e finance function), to be present at its meetings. The Chief Financial Officer (CFO) and head of Internal Audit attend e meetings. The Statutory Auditors are also invited to e meetings. Composition of e Audit Committee: The Audit Committee of e Company has been conituted in line wi e provisions of Regulation 18 of e Liing Regulation read wi section 177 of e Companies Act, All members of e Audit committee are financially literate and have relevant experience in financial matters. Mr. Santosh Muchhal, Independent Director, is e Chairman of e Audit Committee. The oer members of e Audit Committee includes Mrs. Aarti Jhaveri, Independent Director and Mr. Anurag Mundra, Joint Managing Director. Internal Control Processes The Company continuously inves in rengening its internal control and processes. The Audit Committee along wi e CFO formulates a detailed plan to e Internal Auditors for e year, which is reviewed at e Audit Committee Meetings. The Internal Auditors attend e meetings of Audit Committee at regular intervals and submit eir recommendations to e Audit Committee and provide a road map for e future. Meetings of e Audit Committee: During e financial year e Audit Committee met six (6) times i.e., on 21 May, 2016, 6 Augu, 2016, 28 October, 2016, 13 February, 2017, 27 February, 2017 and 29 March, The Committee also reviews information prescribed under e Liing Regulation. The Senior Account Personnel, Company Secretary and e representative of Statutory Auditors, Internal Auditor/Consultants were also invited for e meetings of Audit Committee. The Company Secretary acts as Secretary of e Committee. Apart from various responsibilities, Committee focused on e area of Internal Control Syem to improve overall efficiency of organization.the gap between two audit committee meetings was not more an 120 days. The Chairman of e Audit Committee was not present at e la Annual General Meeting(AGM) of e Company and Mr. Anurag Mundra was auorized representative of e Committee in e la AGM. The Details of Committee Chairman and Members along wi details of meetings and attendance are given below: Name Position/Category Number of Meetings during Qualifications e Financial Year Held 45 Attended Mr. Santosh Muchhal Chairman/Independent Director 6 6 Mr. Muchhal is a Chartered Accountant by profession and has wide experience in field of finance. Mrs. Aarti Jhaveri Member/Independent Director 6 6 Financial Literate Mr. Anurag Mundra Member/Executive Director 6 6 CFA B. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee comprises of ree non-executive independent Directors. Mrs. Aarti Jhaveri, Non Executive Independent Director, is e Chairman of e Committee. The oer members of e Nomination and Remuneration Committee include Mr. Rajiva Kumar Srivaava and Mr. Santosh Muchhal, Non-Executive Independent Directors. The Composition of Nomination and Remuneration Committee is pursuant to e provisions of Section 178 of e Companies Act, 2013 and Regulation 19 of Liing Regulation. Terms of Reference: The Board has framed e Nomination and Remuneration Committee Charter which ensure effective Compliance of Section 178 of e Companies Act, 2013 and Regulation 19 of Liing Regulation which are as follows: a. Reviewing e overall Nomination and Remuneration policy, service agreements and oer employment conditions of Managing/Whole-time Director(s) and Senior Management (one level below e Board). b. To help in determining e appropriate size, diversity and composition of e Board. c. To recommend to e Board appointment/reappointment and removal of Directors, KMP S and Senior level management and oer employees. d. To frame criteria for determining qualifications, positive attributes and independence of Directors. e. To recommend to e Board remuneration payable to e Directors (while fixing e remuneration to Executive Directors e rerictions contained in e Companies Act, 2013 are considered), KMP S and Senior level management and oer employees. f. To create an evaluation framework for Independent Directors and e Board. g. To assi e Board in fulfilling responsibilities entrued from time-to-time. h. Identify e candidates to become Directors. Meeting details and Attendance during e year: During e year under review two meeting of e Nomination and Remuneration Committee was held on 28 June, 2016 and 28 g. October, The necessary quorum was present for e Meetin The Chairperson of e Remuneration and Nomination Committee was present at e la Annual General Meeting of e Company. The details of members of e Nomination and Remuneration Committee as on 31 March, 2017 is ated below wi eir attendance and designation:

51 Name Designation Category Number of Meetings during e Held Financial Year Mrs. Aarti Jhaveri Chairman Non-Executive 2 2 Independent Director Mr. Rajiva Kumar Srivaava Member Non-Executive 2 1 Independent Director Mr. Santosh Muchhal Member Non-Executive 2 2 Independent Director The Company Secretary of e Company is also acting as e Secretary to e Committee. Performance Evaluation of Independent Directors: The performance evaluation of Independent Directors is already covered earlier under e head of Board Evaluation. Attended REMUNERATION POLICY A. Remuneration to Executive Directors: The appointment and remuneration of Executive Directors including Chairman and Managing Director and Wholetime Director is governed by e recommendation of e Nomination and Remuneration Committee, Resolutions passed by e Board and Shareholders of e Company. The remuneration package of Chairman and Managing Director and Whole-time Director comprises of salary, perquisites and allowances, and contributions to oer Retirement Benefit Funds as approved by e shareholders at e General Meetings. Annual increments are linked to performance and are decided by e Remuneration and Nomination Committee and recommended to e Board for approval ereof. The remuneration paid to Executive Directors are under e limits prescribed under e Companies Act, B. Remuneration to non-executive directors: The Non-Executive Directors are not paid remuneration. They are paid Sitting Fees for e meetings attended by em. The Non-Executive Directors are paid sitting fees for attending e Board meetings and Committee meetings. The Remuneration policy of e Company is uploaded on e website of e Company onhttp://ujaas.com/wp- content/uploads/2015/09/nomination-remuneration- Policy.pdf Details of Remuneration paid to directors during e year: The remuneration paid to all e directors during e Financial Year is as ated below: Name of e directors Fixed salary Total fixed Bonus/ Sitting fees Commission Total Stock Basic Perquisites/ Retirement salary Incentives Options salary Allowances benefits Executive Directors* Mr. Shyamsunder Mundra Mr. Vikalp Mundra Mr. Anurag Mundra Non-executive directors Mr. Santosh Muchhal Mrs. Aarti Jhaveri Mr. Rajiva Kumar Srivaava * The Notice Period & Severance Fees: - One mon s notice or one mons salary in lieu ereof. None of e non - executive Directors have any pecuniary relationships or transactions wi e Company except sitting fees paid to em. Your Company presently does not have performance linked incentives for its Directors. No severance fee is payable to e Managing Director and Joint Managing Directors of e Company. C. STAKEHOLDERS RELATIONSHIP COMMITTEE The Committee is conituted in line wi e provisions of Regulation 20 of e SEBI Liing Regulations read wi Section 178 of e Companies Act, The Committee comprises Mr. Rajiva Srivaava, Independent Director as e Chairman and Mrs. Aarti Jhaveri, Independent Director as member of e Committee. The terms of reference for is committee is to looks into e matters of shareholders / inveors grievances alongwi oer matter lied below: - Approval of transfer of shares and issue of duplicate/ split/ consolidated/ sub-division of shares certificates. - Monitor redressal of inveors / shareholders / security holders grievances. - Oversee e performance of e Company s regirar and Transfer Agents. 46

52 - Recommend meods to upgrade e andard of services to inveors. - Carry out any oer function as is referred by e Board from time to time or enforced by any atutory notification / amendment or modification as may be applicable. Also, e Company Secretary of e Company is also acting as e Secretary to e Committee. MEETINGS OF THE COMMITTEE "During e year under review, only one meeting was held on , wherein bo e members were present. NAME OF COMPLIANCE OFFICER Ms. Shilpi Singh (w.e.f 28 June 2016) Company Secretary & Compliance Officer Membership No: A35225 nd During e year under review, e Committee met once on 22 September, Ms. Shilpi Singh, Company Secretary of e Company, is e Compliance Officer for resolution of shareholders / Inveors Complaints. During e year under review, 7 (seven) complaints were received from e shareholders. All complaints have been redressed to e satisfaction of e shareholders and none of em were pending as on March 31, SCORES Your Company has been regiered on SCORES and makes every effort to resolve all inveor complaints received rough SCORES or oerwise wiin e atutory time limit of e receipt of e complaint. D. COMPENSATION COMMITTEE: The Company conituted a separate committee as compensation committee comprising of Mrs. Aarti Jhaveri as Chairperson, Mr. Shyam Sunder Mundra, Mr. Santosh Muchhal and Mr. Rajiva Srivaava as e Members of e committee. The formation of committee is to specifically deal in e Employee Stock Option Schemes of e Company and all oer matters as may be delegated by e Board. E. CORPORATE SOCIAL RESPONSIBILITY ( CSR ) COMMITTEE: The Corporate Social Responsibility Committee consis of Mr. Shyam Sunder Mundra as Chairman of e Committee, Mrs. Aarti Jhaveri, Mr. Vikalp Mundra and Mr. Anurag Mundra as e members of e Committee The committee s conitution is in compliance wi Section 135 of The Companies Act, 2013 and Mrs. Aarti Jhaveri being an independent Director is member of is committee. Terms of Reference of Corporate Social Responsibility Committee: Formulate and recommend to e Board, a Corporate Social Responsibility Policy which shall indicate e activities to be undertaken by e Company as specified in Schedule VII of e Companies Act, 2013; Recommend e amount of expenditure to be incurred on e activities referred to in clause (a); and Monitor e Corporate Social Responsibility Policy of e Company from time to time. COMPANY POLICIES Your Company has adopted following policies in line wi e Companies Act, 2013 and SEBI liing Regulations, The below mentioned policies are uploaded under given link on e website of e Company : a) While Blower Policy (Vigil mechanism); b) Internal Financial Control; c) Related Party Transaction Policy; d) Remuneration Policy; e) Risk Management Policy; f) Board Diversity Policy; g) Material Subsidiary Policy; h) Policy for preservation of documents and Archival Policy;and i) Corporate Social Responsibility Policy. GENERAL BODY MEETINGS Details of your Company's la ree Annual General Meetings are presented in e following table: Date of AGM Venue Time Details of Special Resolution(s) passed NRK Business Park, 03:30 P.M. NIL Vijay Nagar Square, Indore (M.P.) Corporate Office situated 3.30 P.M. 1. Re-appointment of Mr. Shyam Sunder Mundra (DIN: ) as Managing Director at NRK Business Park, of e Company for a period of 5 years ; Block B-1, PU-4, 2. Re-appointment of Mr. Vikalp Mundra (DIN: ) as Joint Managing Director of Sc. No. 74, Vijay e Company Nagar Square, Indore (M.P.) 3. Re-appointment of Mr. Anurag Mundra (DIN: ) as Joint Managing Director of e Company for a period of 5 years; 4. For issuing FCCB/ ADR/ GDR and NCD; 5. For issuing ESOS upto a tune of 40,00,000 equity shares; 6. For issuing ESOS upto a tune of 40,00,000 equity shares to employees of subsidiary companies; Corporate Office situated 3:30 P.M. 1. Re-appointment of Mrs. Aarti Jhaveri (DIN: ) as Independent Director. at NRK Business Park, 2. Re-appointment of Mr. Rajiva Kumar Srivaava (DIN: ) as Independent B-1, PU-4, Sc. No. 74, Director. Vijay Nagar Square, 3. Re-appointment of Mr. Santosh Muchhal (DIN: ) as Independent Director. Indore (M.P.) 4. For furer issue of securities by e company. 47

53 The Resolutions were passed wi requisite majority. The venue of e AGM of e Company has been chosen for its central location, prominence and capacity. Furer, no business is required to be transacted rough Poal Ballot at e forcoming Annual General Meeting. Details of resolutions passed rough Poal Ballot during e year :There were no businesses conducted rough poal ballot during e year under review. MEANS OF COMMUNICATION The Company regularly intimates un-audited as well as audited quarterly/half yearly /annual financial results to e Stock Exchanges immediately after ese are approved and taken on record by e Board in its meetings. These financial results are normally published in e Free Press (English) and in ChauaSansar (Hindi), e vernacular newspaper. The quarterly results and shareholding pattern are also available at e website of e Company i.e. A separate dedicated section under Inveor Relations on e Company s Website which gives e information on unclaimed dividends, quarterly Compliance wi ock exchange and oer relevant information of intere to e shareholders The Company s Annual Report is ed/ dispatched to all e Shareholders of e Company and also made available on e Company s website Pursuant to Sections 20 & 129 of e Companies Act, 2013, read wi e Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically on e regiered members / shareholders addresses. The Company, during e year under review sent documents, such as notice calling e general meeting, audited financial atements, Boards Report, Auditors Report etc. in electronic form at e addresses provided by e shareholders and made available by em to e Company rough e depositories. Shareholders desiring to receive e said documents in physical form continued to get e same in physical form, upon reque. The presentations made to Initutional inveors or to e analy are available at our website GENERAL INFORMATION TO SHAREHOLDERS Annual General Meeting (AGM) Date September 19, 2017 Time Venue 03:30 P.M. Financial year Dividend Payment Date Date of Book closure Corporate Office: NRK Business Park, VijayNagar Square, Indore. (M.P.) The dividend, if declared by e shareholders at e ensuing Annual General Meeting, will be paid on or after 19 September, 2017 From 13 September 2017 to 19 September 2017 (bo days inclusive) Liing on Stock Exchange National Stock Exchange BSE India Limited NSE Symbol Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (Ea), Mumbai P.J. Towers, Dalal Street Mumbai Your Company has paid e annual liing fees for F.Y to bo e ock exchanges UJAAS BSE Script Code Demat ISIN No. for CDSL & NSDL Board meeting for consideration of annual accounts No. of shareholders as on 31 March, INE899L May,

54 Stock Market Data : High and low price of e scrip of e Company in e financial year : Mon National Stock Exchange of India Limited BSE Limited High (Rs.) Low (Rs.) High (Rs.) Low (Rs.) Apr, May, June, July, Aug, Sept Oct., Nov., Dec., Jan., Feb., Mar, Ÿ Performance in comparison to Broad- Based indices such as BSE SENSEX and NSE Nifty: The chart for comparison is given below: Sensex & Ujaas Sensex Ujaas Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Sensex Ujaas 49

55 Nifty & Ujaas Ujaas Nifty Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Nifty Ujaas Share Transfer Syem& Share Transfer Agent: Shareholders/Inveors Grievance Committee approves share transfers and meets as and when required. The Company s Share Transfers Agent, Bigshare Services Pvt. Ltd. process ese transfers. Share transfers are regiered and returned wiin a period of 15 days from e date of receipt, if e documents are clear in all respects. In cases where shares are transferred after sending notice to e transferors, in compliance of applicable provisions, e period of transfer will be reckoned from e date of expiry of e notice. Outanding GDRs/ADRs/Warrants or any Convertible inruments, conversion date and likely impact on equity: The Company has not issued any GDRs/ADRs/Warrants or any Convertible inruments in e pa and hence as on March 31, 2017, e Company does not have any outanding GDRs/ADRs/Warrants or any convertible inruments. Dematerialization/Rematerialisation: The shares of e Company are traded in dematerialized form. As on 31 March 2017, e Company's 19,99,99,880 shares are held by shareholders in dematerialized form, aggregating 99.99% of e Equity Share Capital. No. of shares as on 31 March, 2017:- In Physical Mode In CDSL In NSDL 120 8,22,03,029 11,77,96,851 Diribution of Share owning as on 31 March, 2017 Shareholding of Nominal Value of Rs. No. of Shareholders % of Share holders Share Amount (Rs.) % to Total Above Total

56 Categories of Equity Shareholding as on 31 March 2017 : - Sr. Category No. of Equity Shares held Percentage of Holding (%) 1. Promoter & Promoter Group Mutual Funds Foreign Portfolio Inveors /FIIs Financial Initution/Banks Resident Individuals & Oers Bodies Corporates NRIs Ÿ Details of e promoter's shares under pledge : Nil Grand Total 20,00,00, Ÿ Foreign exchange risk and hedging activities : Ujaas follows a currency hedging policy at is aligned wi Market be Practices, to limit of exchange volatility on earnings and collections. Ÿ. Plant Location : Details of our Manufacturing Units and Solar Parks is given under Corporate Information head. Inveor Correspondence (Shareholders should address eir correspondence to e Company s Share Transfer agent and Company at below given address)- RTA- Bigshare Services Pvt. Ltd Company Secretary- Ms. Shilpi Singh Correspondence wi Company Bigshare Service Pvt. Ltd. Corp. Off. : 701-A, NRK Business Park, Regiered Office Add: 1 Floor, Bharat Tinwork Building, Block B-1, PU-4, Sc. No.-74 Survey No. 211/1, Opp. Sector-C& Opp. Vasant Oasis, Mumbai , Vijay Nagar Sqaure, Indore (M.P.), Metalman, Sanwer Road Indurial Maharashtra, India Cont No , cs@ujaas.com Area, Indore (M.P.) OTHER DISCLOSURES a. RELATED PARTY TRANSACTION: There is no transaction of material significant nature wi related party at may have conflict wi e intere of e Company at large. The Related Party Transactions Policy as approved by e Board is available on e website of e Company under e inveor relationship tab on our website. The weblink for e same is- The related party disclosure in compliance wi accounting andards as required under SEBI (Liing Obligations and Disclosure Requirements) 2015 has been disclosed in e notes to e accounts forming a part of is Annual Report. b. DETAILS OF NON-COMPLIANCE There has been no non-compliance of any legal requirements nor ere have been any rictures imposed by any Stock Exchange or SEBI or any atutory auority on any matter related to Capital Markets during e la ree years. c. WHISTLE BLOWER POLICY The Company has adopted e While Blower Policy / Vigil Mechanism as on 29 May, The Company takes cognizance of e complaints made and suggeions given by e employees and oers. Complaints are looked into and whenever necessary, suitable corrective eps are taken. No employee of e Company has been denied access to e Audit Committee of e Board of Directors of e Company. d. ANTI SEXUAL HARASSMENT POLICY The Company has in place an Anti Sexual Harassment Policy in line wi e requirements of The Sexual Harassment of Women at e Workplace (Prevention, Prohibition & Redressal) Act, An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During e year no complaints of sexual harassment were received. e. ADOPTION OF NON - MANDATORY REQUIREMENT A N D C O M P L I A N C E O F M A N D A T O R Y REQUIREMENTS: The Company has complied wi all e mandatory requirements of e Liing Regulations in relation to Corporate Governance in accordance wi Regulation 17 to Regulation 27 of e Liing Regulations. The Company has a l s o a d o p t e d t h e f o l l o w i n g n o n - m a n d a t o r y recommendations of Regulations 27 read wi Part E of schedule II of e liing regulations: i. Shareholder rights Half yearly results are forwarded to e ock exchanges and uploaded on e website of e Company like quarterly results. 51

57 ii. Audit Qualifications: During e year under review, ere was no audit qualification in e Auditors Report on e Company s financial atements. iii. Separate po of Chairman and CEO The Company has not appointed any CEO. iv. Reporting of Internal Auditor : The Internal Auditor of e Company is a permanent invitee to e Audit Committee meeting and regularly attends e meeting for reporting eir findings of e internal audit to e audit committee members. The Internal Auditor presents e internal audit report to e Audit Committee on quarterly basis, which is being kept in e Audit Committee meeting and ereafter to e Board in e Board meeting. f. SUBSIDIARY COMPANIES: The Company doesn't have any material subsidiary as defined under Liing Regulations. However, e Company has formulated e material subsidiary policy and uploaded on e website of e Company. The weblink for e same is g. FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES The Company is exposed to foreign exchange risk, however ere are no hedging activities done for e same. h. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report form part of e Annual Report and including various matters specified under Regulation 34(2)(e) of e Liing Regulations. i. CEO / CFO Certification A Certificate in terms of Regulation 17(8) of e SEBI (Liing Obligations and Disclosure) Requirements Regulations, 2015, signed by e Managing Director and e Chief Financial Officer forms part of e Corporate Governance Report. j. RISK MANAGEMENT The Company has laid down procedures to inform Board Members about e Risk Assessment and minimization procedure, which are periodically reviewed by e Board. k. RECONCILIATION OF SHARE CAPITAL AUDIT As ipulated by SEBI, a Reconciliation of Share Capital Audit is carried out by an Independent Practicing Company Secretary on quarterly basis to confirm reconciliation of e issued and lied capital, shares held in dematerialised and physical mode and e atus of e regier of members. l. DISCLOSURE OF ACCOUNTING TREATMENT: The Company has followed e treatment laid down in e Accounting andards prescribed in e Initute of Chartered Accountants of India, in e preparation of financial atements. There are no audit qualifications in e Company s financial atements for e year under review. 52 m. D I S C L O S U R E O F C O M P L I A N C E W I T H CORPORATE GOVERNANCE SPECIFIED IN REGULATION 17 TO 27 AND CLAUSE (B) TO (I) OF SUB-REGULATION 2 OF REGULATION 46 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE) REQUIREMENTS, REGULATIONS, 2015 The Company has fully complied wi e applicable requirement specified in Reg. 17 to 27 to e extent applicable and clause (b) to (I) of e sub- regulation (2) of regulation 46. Furer, ere has been no inance of noncompliance of any requirement of Corporate Governance Report. n. DISCLOSURE WITH RESPECT OF DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT: There were no inances of undelivered shares returned to e Company. Therefore no shares were credited to e escrow account as per Regulation 39 read wi Schedule VI of e Liing Regulations Place: Indore Date: For & On Behalf of e Board S.S. MUNDRA CHAIRMAN & MANAGING DIRECTOR DIN:

58 CERTIFICATION BY THE CHAIRMAN AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY: (Pursuant to Regulation 17(8) of e SEBI (Liing Obligations and Disclosure Requirements), Regulations, 2015 We, S. S. Mundra, Chairman & Managing Director and Anurag Mundra, CFO, of Ujaas Energy Limited, certify at: 1. We have reviewed e financial atements and e cash flow atement for e year ended 31 March, 2017 and at to e be of our knowledge and belief: a) These atements do not contain any materially untrue atement nor omit any material fact nor contain atements at might be misleading; and b) These atements togeer present a true and fair view of e Company s affairs and are in compliance wi e exiing accounting andards, applicable laws and regulations. 2. There are, to e be of our knowledge and belief, no transactions entered into by e Company during e year, which are fraudulent, illegal or in violation of e Company s code of conduct; 3. We accept responsibility for eablishing and maintaining internal controls, we have evaluated e effectiveness of e internal control syems of e Company and we have disclosed to e auditors and e Audit Committee, deficiencies in e design or operation of internal controls, if any, of which we are aware and e eps at we have taken or propose to take to rectify e identified deficiencies; and 4. We have indicated to e auditors and e Audit Committee at: a) ere were no significant changes in internal control over financial reporting during e year; b) ere were no significant changes in e accounting policies during e year; and c) ere were no inances of fraud of which we have become aware and e involvement erein, if any, of e management or an employee having a significant role in e Company s internal control syem over financial reporting. Place: Indore S.S. MUNDRA ANURAG MUNDRA Date: CHAIRMAN & MANAGING DIRECTOR JOINT MANAGING DIRECTOR & CFO DIN: (DIN: ) DECLARATION This is to certify at in line wi e requirement of Regulation 17 (5) (a) of e SEBI (Liing Obligations and Disclosure Requirements) Regulation,2015, all e Directors of e Board and Senior Management Personnel have solemnly affirmed at to e be of eir knowledge and belief, have complied wi e provisions of e Code of Conduct during e financial year Place: Indore Date: S.S. MUNDRA CHAIRMAN & MANAGING DIRECTOR DIN:

59 AUDITORS CERTIFICATE ON COMPLIANCE WITH MANDATORY REQUIREMENTS OF CORPORATE GOVERNANCE TO THE MEMBERS OF UJAAS ENERGY LIMITED TO, THE MEMBERS UJAAS ENERGY LIMITED We have examined e compliance of conditions of Corporate Governance by UJAAS ENERGY LIMITED ( e Company ), for e financial year ended March 31, 2017 as ipulated in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and Para C, D and E of Schedule V of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as SEBI Liing Regulations, 2015). The Compliance of conditions of Corporate Governance is e responsibility of e Management. Our examination was limited to a review of procedures and implementation ereof, adopted by e Company for ensuring compliance wi e conditions of Corporate Governance. It is neier an audit nor an expression of opinion on e financial atements of e Company. In our opinion and to e be of our information and according to e explanations given to us and e representations made by e Directors and e Management, we certify at e Company has complied wi e conditions of Corporate Governance as ipulated in e above mentioned Liing Regulation. We furer ate at such compliance is neier an assurance as to e future viability of e Company nor e efficiency or effectiveness wi which e management has conducted e affairs of e Company. For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS Place: Indore Date: AVINASH BAXI (PARTNER) M.NO:

60 Independent Auditors Report To, The Members of Ujaas Energy Limited Report on e Standalone Financial Statements We have audited e accompanying Standalone financial atements of Ujaas Energy Limited ( The Company ) which comprise e Balance Sheet as at 31 March, 2017, e Statement of Profit and Loss and e Cash Flow Statement for e year en ended and a summary of significant accounting policies and oer explanatory information. Management s Responsibility for e Standalone Financial Statements The Company's Board of Directors is responsible for e matters ated in section 134(5) of e Companies Act, 2013 (e Act) wi respect to e preparation of ese andalone financial atements at give a true and fair view of e financial position, financial performance and cash flows of e company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi rule 7 of e Companies (Accounts) Rules, This Responsibility also includes maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding of e assets of e company and for preventing and detecting frauds and oer irregularities; selection and application of appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on ese andalone financial atements based on our audit. We have taken into account e provision of e Act, e accounting and auditing andard and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those andards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and disclosures in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e company's preparation of e financial atements at give a true and fair view in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of accounting policies used and e reasonableness of e accounting eimates made by e Company's Directors, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e andalone financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid Standalone financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi accounting principles generally accepted in India, of e ate of affairs of e company as at 31 March, 2017, and its profit and its cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements 1. As required by e Companies (Auditor's Report) Order, 2016 ( e Order ) issued by e Central Government of India in terms of sub section (11) of section 143 of e Act, we give in e Annexure A atement on e matters specified in e paragraph 3 and 4 of e Order, to e extent applicable. 2. As required by section 143 (3) of e Act, we report at: a) We have sought and obtained all e information and explanations, which to e be of our knowledge and belief were necessary for e purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by e Company, so far as appears from our examination of ose books. c) The Balance Sheet, e Statement of Profit and Loss and Cash Flow Statement dealt wi by is report are in agreement wi e books of account. d) In our opinion, e aforesaid andalone financial atements comply wi e accounting andards specified under section 133 of e act, read wi Rule 7 of e Companies (Accounts) Rules, e) On e basis of e written representations received from e directors as on 31 March 2017 taken on records by e Board of Directors, none of e directors is disqualified as on 31 March, 2017 from being appointed as a director in terms of section 164(2) of e Act. f) Wi respect to e adequacy of e internal financial controls over financial reporting of e Company and e operating effectiveness of such controls, refer to our separate report in Annexure B. g) Wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014 read wi Companies (Audit and Auditors) Amendment Rules, 2017, in our opinion and to be be of our information and according to e explanations given to us: a. The company has disclosed e impact of pending litigations on its financial position in its financial atement refer note 27 to e financial atements; b. The Company did not have any long term contracts including derivative contracts for which ere were any material foreseeable losses. c. There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund by e company. d. The Company has provided requisite disclosures in e financial atements refer note 43 as to holdings as well as dealings in Specified Bank Notes during e period 55

61 Date: 29 May, 2017 from 8 November, 2016 to 30 December, Based on audit procedures and relying on e management representation we report at e disclosures are in accordance wi books of account maintained by e Company. For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C) CA Avinash Baxi (Partner) Place: Indore M. No Annexure A to Independent Auditor s Report Referred to in paragraph (1) under e heading of Report on Oer Legal and Regulatory Requirements of our report of even date to e members of Ujaas Energy Limited on e Standalone financial atements for e year ended 31 March, i. In respect of its Fixed Assets : a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. b. As explained to us, e fixed assets of e Company have been physically verified by e management during e year, which in our opinion is reasonable, having regard to e size of e Company and e nature of its assets. No material discrepancies between e book records and e physical inventory have been noticed. In our opinion, e frequency of verification is reasonable. c. According to e information and explanations given to us and on e basis of our examination of e records of e Company, e title deeds of immovable properties are held in e name of e Company. ii. In respect of its Inventories: The inventories have been physically verified by e Management during e year. In our opinion, e frequency of verification is reasonable and no material discrepancies were noticed. iii. According to e information and explanations given to us, e Company has granted unsecured loans to two companies covered in e regier maintained under section 189 of e Companies Act, The company has not granted any loans secured or unsecured to firms, LLPs or oer parties covered in e regier maintained under section 189 of e Companies Act, In respect of e aforesaid loans granted : a. The terms and conditions of e grant of such loans are not prejudicial to e company s intere; b. There is no ipulation of schedule of repayment of principal and payment of intere. We are unable to make specific comment on e regularity of repayment of principal and payment of intere. iv. In our opinion and according to e information and explanations given to us, e Company has complied wi e provisions of section 185 and 186 of e Act, wi respect to e loans and invements made. The company has not given any guarantee and provided any security in terms of section 185 and 186 of e Act. v. In our opinion and according to e information and explanations given to us, e Company has not accepted deposits from e public wiin e meaning of Section 73 to 76 or any oer relevant provisions of e Companies Act, 2013 and e Rules, framed ere under. As informed to us no Order has been passed by e Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any oer Tribunal. vi. We have broadly reviewed e co records maintained by e Company pursuant to e rules made by e Central Government under sub-section (1) of Section 148 of e Companies Act, 2013 and are of e opinion at prima facie e prescribed records have been maintained. We have, however, not made a detailed examination of e co records wi a view to determine wheer ey are accurate or complete. vii. In respect of Statutory dues : a) According to e information and explanations given to us and e records of e Company examined by us, in our opinion e Company is generally regular in depositing undisputed atutory dues including provident fund, employee's ate insurance, income tax, sales tax, service tax, duty of cuoms, duty of excise, value added tax, cess and any oer atutory dues wi e appropriate auorities. There were no undisputed atutory dues in arrears, as at 31 March, 2017 for a period of more an six mons from e date ey became payable. b) According to e information and explanations given to us, ere are no dues of sales tax, value added tax, income tax, service tax, duties of cuoms, duties of excise which have not been deposited wi appropriate auorities on account of any dispute except as follows : Name of e Nature of (Amount in Related Forum where Statute Liability lakh's) Period dispute is pending Income Tax Income Tax *11.27 Act, 1961 *Net of Rs Lacs deposited F.Y ITAT viii. According to e records of e company examined by us and as per e information and explanations given to us, e Company has not defaulted in repayment of loans or borrowing to a financial initution, bank or government as on e balance sheet date. The Company has not issued any debenture. ix. In our opinion and according to e information and explanations given to us, e company has not raised money by way of initial public offer or furer public offer (including debt inruments) and e company has not raised any term loan during e year. x. During e course of our examination of e books of account and records of e Company, carried out in accordance wi e generally accepted auditing practices in India and according to e information and explanations given to us, we have neier come across any inance of material fraud on or by e Company, noticed or reported during e year, nor have we been informed of such case by e management. xi. According to e information and explanations give to us and based on our examination of e records of e Company, e Company has paid / provided for managerial remuneration in accordance wi e requisite approvals mandated by e provisions of section 197 read wi Schedule V to e Act. xii. In our opinion and according to information and explanation given to us, e company is not a Nidhi Company erefore, e provision 56

62 of para 3 (xii) of e Order is not applicable to e company. xiii. According to e information and explanations given to us and based on our examination of e records of e Company, transactions wi e related parties are in compliance wi sections 177 and 188 of e Act where applicable and details of such transactions have been disclosed in e financial atements as required by e applicable accounting andards. xiv. According to e information and explanations given to us and based on our examination of e records of e company, e company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during e year, erefore e provision of para 3 (xiv) of e Order is not applicable to e company. xv. In our opinion and according to e information and explanations given to us, e company has not entered into any non-cash transactions wi directors or persons connected wi him during e year, hence e provision of para 3 (xv) of e Order is not applicable to e company. xvi. The company is not required to be regiered under section 45-IA of e Reserve Bank of India Act, 1934 erefore, e provision of para 3 (xvi) of e Order is not applicable to e company for e year under audit. For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C) CA Avinash Baxi Date: 29 May, 2017 (Partner) Place: Indore M. No Annexure B to e Independent Auditor s Report of even date on e Standalone Financial Statements of Ujaas Energy Limited Report on e Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of e Companies Act, 2013 ( e Act ) We have audited e internal financial controls over financial reporting of Ujaas Energy Limited ( e Company ) as of March 31, 2017 in conjunction wi our audit of e andalone financial atements of e Company for e year ended on at date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for eablishing and maintaining internal financial controls based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by e Initute of Chartered Accountants of India. These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to company's policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors' Responsibility Our responsibility is to express an opinion on e Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) and e Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls, bo issued by e Initute of Chartered Accountants of India. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was eablished and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls syem over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an underanding of internal financial controls over financial reporting, assessing e risk at a material weakness exis, and teing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company's internal financial controls syem over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial atements for external purposes in accordance wi generally accepted accounting principles. A company's internal financial control over financial reporting includes ose policies and procedures at (1) pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial atements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorizations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorized acquisition, use, or disposition of e company's assets at could have a material effect on e financial atements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Company has, in all material respects, an adequate internal financial controls syem over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India. For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C) CA Avinash Baxi Date: 29 May, 2017 (Partner) Place: Indore M. No

63 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC ST Balance Sheet as at 31 March 2017 (Rs in Lakh's) Particulars Note As at 31 March 2017 As at 31 March 2016 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share capital 1 2, , (b) Reserves and surplus 2 20, , , , (2) Non-Current Liabilities (a) Long-term borrowings 3 7, , (b) Deferred tax liabilities (Net) 4 5, , (c) Long term provisions , , (3) Current Liabilities (a) Short-term borrowings 6 2, (b) Trade payables 7 13, , (c) Oer current liabilities 8 3, , (d) Short-term provisions , , Total 55, , II. ASSETS (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 10 16, , (ii) Intangible assets (b) Non current invements (c) Long term loans and advances (d) Oer non-current assets 13 1, , , (2) Current Assets (a) Current invements 14 2, , (b) Inventories 15 9, , (c) Trade receivables 16 19, , (d) Cash and bank balances 17 3, , (e) Short-term loans and advances 18 1, , (f) Oer current assets , , Total 55, , Notes to Accounts forming an integral part of e financial atements 1 to 45 General company information and Significant Accounting Policies A-B AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

64 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017 (Rs in Lakh's) Particulars Note For e Year Ended For e Year Ended 31 March 2017 As at 31 March 2016 I. INCOME a. Revenue from operations 20 47, , Less : Excise Duty , , b. Oer Income Total Revenue 47, , II. EXPENSES a. Co of materials consumed 22 37, , b. Changes in inventories of finished goods, work-in-progress and ock-in-trade 23 (948.53) (1,485.40) c. Employee benefits expense 24 1, d. Finance cos 25 1, , e. Depreciation and amortization expense f. Oer expenses 26 2, , Total Expenses 43, , III. Profit before exceptional and extraordinary items and tax (I-II) 4, , IV. Exceptional / Extraordinary Items - - V. Profit before tax (III - IV) 4, , VI. Tax expense: (1) Current tax 1, Less: MAT Credit Entitlement (452.00) (2) Deferred tax , VII. Profit for e Year (V-VI) 3, , VIII.Earning per Equity share Face value of Re. 1/- each Basic and Diluted (in Rs.) Notes to Accounts forming an integral part of e financial atements 1 to 45 General company information and Significant Accounting Policies A-B AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

65 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017 (Rs in Lakh's) Particulars Cash Flow from Operating Activities Profit before tax and extraordinary items 4, , Adjued for : Depreciation / amortization expense Reversal of Excess Depreciation - (0.21) Intere Income (318.48) (175.32) Dividend Income (4.85) (17.14) Finance Co 1, , Profit on sale of fixed assets - (2.20) Profit on sale of current invement (127.12) (39.77) Operating profit before working capital changes 7, , Adjued for : Trade and oer receivables (7,246.31) (3,693.45) Inventories (1,744.91) (1,819.09) Trade and oer payables 1, , Cash Generated from Operations (848.51) 11, Taxes Paid (Net) (1,052.29) (651.99) Net Cash Generated from / (Used in) Operating Activities (A) (1,900.80) 10, Cash Flow from Inveing Activities Purchase of Fixed Assets (212.68) (115.59) Proceeds from Sale of Fixed Assets Intere Received Sales of non-current Invements - - Purchases of current Invements (2,076.57) (2,414.65) Sales of current Invements 2, (Invement in) / Redemption of bank deposit wi maturity more an 3 mons 2, (5,307.65) Dividend received Net Cash (Used in) / Generated from Inveing Activities (B) 2, (7,668.21) Cash Flow from Financing Activities Proceeds from Borrowings 2, Repayment of Borrowings (1,050.33) (1,048.65) Dividend paid (Including dividend diribution tax) - (300.53) Finance cos (1,798.87) (1,548.35) Net Cash (Used in) Financing Activities (C) (460.92) (2,479.96) Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) Cash & Cash Equivalents at Beginning of e Year 1, , Cash & Cash Equivalents at End of e Year 1, , Increase / (Decrease) in Cash & Cash Equivalents AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

66 A. General Company Information Ujaas Energy is engaged in manufacturing / servicing of transformer, Generation of solar power and manufacturing, sales and services of Solar Power Plants / Projects. Company has setup Solar Parks at Ichhawar Di. Sehore - Gagorni at Di. Rajgarh, Susner-Barod-Rojhani at Di. Agar, and Bercha at Di. Shajapur in e ate of Madhya Pradesh. The company is a Public Limited Company and its shares are lied on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). B. Significant Accounting Policies a. Basis of Accounting The Accounts have been prepared in accordance wi e hiorical co convention. The financial atements are prepared as a going concern under e hiorical co convention on an accrual basis of accounting in accordance wi e Generally Accepted Accounting Principles (GAAP) in India. These financial atements have been prepared to comply in all material aspects wi e Accounting Standards notified under Rule 7 of e Companies (Accounts) Rules, 2014 in respect of section 133 of e Companies Act, 2013 and oer recognized accounting practices and policies. b. Use of Eimates The preparation and presentation of financial atements requires eimates and assumptions to be made at affect e reported amounts of assets and liabilities on e date of financial atements and e reported amounts of revenue and expenses during e reported period. The difference between actual results and eimates are recognized in e period in which e results are known / materialize. c. Valuation of Inventories Inventories are valued at lower of co and net realisable value, except scrap and renewable energy certificates are valued at net realisable value. Co of inventory is arrived at by using Moving Average Price Meod. Co of inventory generally comprises of co of purchase, co of conversion and oer co incurred in bringing e inventory to eir present location and condition. d. Revenue Recognition The Company follows e mercantile syem of accounting and recognizes income and expenditure on accrual basis, except ose wi significant uncertainties. Sales revenue is recognized on transfer of e significant risks and rewards of ownership of e goods to e buyer and ated at net of sales tax, VAT, trade discounts and rebates but includes excise duty. Revenue from conruction of Solar Power syem (conruction contract) activity is recognized in accordance wi accounting andard-7 (Revised), Conruction Contracts, issued by e Initute of Chartered Accountants of India ( ICAI ), contract revenue is recognized at co plus proportionate margin, using fixed price contract basis, on percentage of completion meod subject to such co of work performed being 15% or more of total eimated co. The percentage completion meod is e proportion of co of work performed till date to e total eimated contract co. Contract cos include cos at relate directly to e specific contract and cos at are attributable to contract activity and allocable to e contract cos at cannot be attributed to contract activity are expensed where incurred. Revenue from Power Supply is recognized for on acceptance by Electricity Diribution Company/Consumers of units generated and after giving allowance for wheeling and transmission loss. Revenue from Renewable Energy Certificate is recognized on accrual basis. Intere income is recognized on time proportion basis. Income from services is recognized as ey are rendered (based on arrangement / agreement wi e concern cuomers). Dividend Income on invement is accounted for as and when e right to receive e payment is eablished. e. Fixed Assets (i) Property, Plant & Equipment Property, Plant and Equipment are ated at co of acquisition or conruction or development, net of tax /duty credit availed if any, including any co attributable for bringing e assets to its working condition for its intended use, less accumulated depreciation, and impairments, if any. (except freehold land). (ii) Intangible Assets Intangible assets are held at co less accumulated amortisation and impairment losses. Intangible assets developed or acquired wi finite useful life are amortised on raight line basis over e useful life of asset. (iii) Capital Expenditure Assets under erection/inallation are shown as "Capital work in progress", Expenditure during conruction period are shown as "pre-operative expenses" to be capitalized on erection/inallations of e assets. (iv) Subsequent Expenditure Subsequent expenditure is capitalised only if it is probable at e future economic benefits associated wi e expenditure will flow to e company. (v) Depreciation / Amortization Depreciation on fixed assets is provided in e manner specified in Schedule II to e Companies Act, 2013 except based on technical evaluation e useful life of Solar power generation plant is considered 25 years which is different from at prescribed in schedule II of e Act. Depreciation of an asset is e difference between Original co / revalued amount and e eimated residual value and is charged to e atement of profit and loss over e useful life of an asset on raight line basis. The eimated useful life of assets and eimated residual value is taken as prescribed under Schedule II to e Companies Act, Depreciation on additions during e year is provided on pro rata basis wi reference to date of addition/inallation. Depreciation on assets disposed /discarded is charged up to e date on which such asset is sold. Intangible assets - Computer software are amortized over a period of 3 years. f. Foreign Currency Transaction (i) All transactions in foreign currency are recorded at e rates of e exchange prevailing on e dates when e relevant transactions took place; any gain/ loss on account of e fluctuations in e rate of exchange is recognized in e atement of Profit and Loss. (ii) Monetary items in e form of loans, current assets and current liabilities in foreign currencies at e close of e year are 61

67 converted in e Indian currency at e appropriate rate of exchange prevailing on e dates of e Balance Sheet. Resultant gain or loss on account of fluctuation in e rate of exchange is recognized in e atement of Profit and Loss. (iii) In respect of e Forward Exchange Contracts entered into to hedge foreign currency risks, e difference between e Forward Rate and Exchange Rate at e inception of e contract is recognized as income or expense over e life of e contract. g. Invements Invements at are readily realizable and are intended to be held for not more an one year from e date, on which such invements are made, are classified as current invements.all oer invements are classified as long-term invements. Current Invements are carried at lower of co and fair value. Noncurrent / Long Term invements are carried at co of acquisition. However, no provision is made for diminution in e value of long term invements, where in e opinion of board of directors such diminutions is temporary. Oerwise reduction in value of long term invement being determined and made for each invement individually h. Employee Benefits (i) Po- employment benefit plans (a) Defined Contribution Plan - Contributions to provident fund and Family Pension Fund incurred during e year are charged to atement of profit and loss. (b) Defined Benefit Plan -The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. (ii) Short term employment benefits The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by employees is recognized during e period when e employees renders e services. These benefits include compensated absence also. i. Borrowing Co Borrowing cos attributable to acquisitions and conruction of qualifying assets are capitalized as a part of e co of such asset up to e date when such asset is ready for its intended use. Oer borrowing cos are charged to Statement of Profit and Loss. j. Segment Accounting Policies (i) The company has disclosed business segment as e primary segment. Segment have been identified taking into account e type of products, e differing risk return and e internal reporting syem. The various segment identified by e company comprised as under: - Name of Segment Solar Power Generation and - Maintenance Manufacturing and Sale of Solar- Power Plant Comprised of Generation and diribution of Power Units, Operation and Maintenance of solar Power Plants Manufacturing and sales of Solar Power Syem (ii). Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified wi e segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to e business segment are shown as unallocated corporate co. Assets and liabilities at cannot be allocated between e segments are shown as un-allocable corporate assets and liabilities respectively. (iii).the Company has identified geographical segments as e secondary segment. Secondary segments comprise of domeic and export markets. However, company has no export sales. k. Lease As a Lessee Leases, where risk and reward of ownership, are significantly retained by e lessor are classified as operating leases and lease rentals ereon are charged to e atement of profit and loss over e period of lease. l. Taxes on Income Current tax is e amount of tax payable on taxable income for e year as determined in accordance wi e provisions of e Income Tax Act, Deferred Tax is recognized on timing difference between taxable income and accounting income at originate in one period and are capable of reversal on one or more subsequent period. Deferred Tax assets are recognized and carried forward to e extent at ere is a reasonable certainty at sufficient future taxable income will be available again which such deferred tax assets can be realised. m. Impairment of Assets An asset is impaired when e carrying co of asset exceeds its recoverable value. An impairment loss is charged to e profit and loss account in e year in which an asset is identified as impaired. An impairment loss recognized in prior period is reversed if ere has been an indication at impairment loss recognized for an asset no longer exis or may have decreased. n. Provision, Contingent Liabilities and Contingent Assets Provisions involving subantial degree of eimation in measurement are recognized when ere is a present obligation as a result of pa events and it is probable at ere will be an outflow of resources. Provisions are not discounted to eir present value and are determined based on e be eimate required to settle e obligation at e balance sheet date. These are reviewed at each balance sheet date and adjued to reflect e current be eimates. Contingent liabilities are not recognized but are disclosed in e financial atements. Contingent assets are neier recognized nor disclosed in e financial atements. o. Cash Flow Statement Cash flows are reported using indirect meod, whereby profit/ (loss) before extraordinary items and tax is adjued for e effects of transactions of non-cash nature and any deferrals or accruals of pa or future cash receipts or payments. The cash flow from operating, inveing and financing activities of e company is segregated based on e available information. 62

68 Notes to financial atements as at and for e year ended March 31, 2017 As at 31 March 2017 As at 31 March Share capital Auorised 300,000,000 (Previous Year : 300,000,000) equity shares of Re. 1 - each 3, , , , Issued, subscribed and fully paid-up 200,000,000 (Previous Year: 200,000,000) equity shares of Re. 1 - each fully paid-up 2, , , , The Reconciliation of e number of Shares and amount outanding is set out below: Particulars As at 31 March 2017 As at 31 March 2016 No. of Shares Amount in INR No. of Shares Amount in INR Equity shares At e beginning of e Year , , Add: Issued during e Year At e end of e Year , , Terms / right attached to Equity Shares The company has only one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by e Board of Directors is subject to e approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In e event of liquidation e equity shareholders will be entitled to receive e remaining assets of e Company after diribution of all preferential amounts, in proportion of eir shareholding. 1.3 Detail of shareholder holding more an 5% Equity Shares Particulars As at 31 March 2017 As at 31 March 2016 No. of shares % of holding No. of shares % of holding Shri Shyam Sunder Mundra Truee of SVA Family Tru (held by Shri Shyam Sunder Mundra) 1.4 For e Period of five years immediately preceding e date at which e Balance sheet is prepared i.e. 31 March The Company has not allotted any bonus shares, any share pursuant to contract(s) wiout payment being received in cash or bought back any shares / class of shares. 2 Reserves and surplus A. Securities Premium Reserves Balance at e beginning of e year 8, , Add: Premium on shares issued during e year - - Balance as at e end of e year ( A ) 8, , B. General Reserve Balance at e beginning of e year Add : Transferred from Surplus in Statement of Profit and Loss Balance as at e end of e year ( B ) C. Surplus in Statement of Profit and Loss Balance at e beginning of e year 8, , Add: Surplus for e year 3, , Less: Appropriations: 11, , Transferred to General Reserve Interim Dividend Tax on Dividend Balance as at e end of e year ( C ) 11, , Total Reserves and Surplus ( A + B + C ) 20, ,

69 3 Long-term borrowings Secured As at 31 March 2017 As at 31 March 2016 Term loans- from Bank 8, , , , Less: Current Maturity disclosed under e head "oer current liabilities" (Refer note 8) 1, , , , a) (i) Term loan from BOB, sanctioned limit of Rs Lakhs, Outanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) for Solar Power Project is secured by exclusive fir charge by way of EM of land and Building Situated at survey No. 13/1/1 of Khasra No.18/2 (56) Vill. Gagorni Tehsil & Dirict Rajgarh and plant and machinery and oer movable fixed assets of e company's solar power unit bo present and future and secured by hypoecation of ores & spares book debts and all oer current assets of e company pertains to solar power project unit II located at survey No. 13/1/1 of Khasra No.18/2(56) Vill. Gagorni Tehsil & Dirict Rajgarh. (ii) Term loan is furer secured by pledge of Fixed Deposits wi bank of Rs 50 Lakhs and personally guaranteed by promoter directors and oers.(iii) The Term loan repayable in 48 quarterly inalments comprising of 47 equal quarterly inallment of Rs Lakhs each arting from quarter ending June 2012 and la inalment of Rs Lakhs due in e quarter ending March Rate of intere % p.a. as at e year end (Previous year % p.a.) b) (i) Term Loan from Union Bank of India, sanctioned limit of Rs Lakhs outanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) is secured by Equitable Mortgage of Land situated at survey No. 32,33,34, 37,1223/5, Dabla Soundhya, Jaisinghpura, Barod Tehsil, Madhya Pradesh and fir charge by way of mortgage of all immovable properties and assets of 7MW power project at barod and hypoecation of all movable assets including plant & machinery, vehicle and all oer movable assets of e Project, present and future and book debts and all oer current assets of e company and lien on fixed deposit wi bank of Rs.50 Lakhs and personally guaranteed by promoter directors. (ii) The Term loan repayable in 48 quarterly inalments of Rs Lakhs each arting from April 2014 and la inalment due in January Rate of intere % p.a. as at e year end (Previous year 11.65% p.a.) c) (i) Term Loan from Indian Overseas Bank, santioned limit of Rs Lakhs, outsanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) is secured by Equitable Mortgage followed by regiration of memorandum of free hold barren land measuring hectare in village Gagorni, Diric Rajgarh, Madhya Pradesh and exclusive charge by way of hypoecation of plant & machinery created for 5MW solar power plant and on Building / oer fixed assets etc to be created ereon where project is erected and lien on fixed deposit wi bank of Rs Lakhs and personally guaranteed by promoter directors.(ii) The Term loan repayable in 48 quarterly inallment comprising of 47 equal quarterly inallments of Rs Lakhs each arting from April 2014 and la inalment of Rs Lakhs due in e Jan Rate of intere % p.a. as at e year end (Previous year 13.05% p.a.) d) (i) Term loans from Axis Bank, sanctioned limit Rs Lakhs, outanding as at e year end Rs 7.59 Lakhs ( Pre Yr Lakhs) are secured by exclusive charge on assets purchased again e loans.(ii) The term loan repayable in 60 equal monly inallment of Rs 0.72 Lakhs each (including intere) arting from April 2013 and la inallment due in February Rate of intere 10.00% p.a. as at e year end (Previous Year 10.00% p.a.) e) (i) Term loans from Axis Bank, sanctioned limit Rs Lakhs, outanding as at e year end Rs 3.55 Lakhs (Pre. Yr. Rs Lakhs) are secured by exclusive charge on assets purchased again e loans.(ii) The term loan repayable in 60 equal monly inallment of Rs 0.46 Lakhs each (including intere) arting from January 2013 and la inallment due in November Rate of intere 10.09% p.a. as at e year end (Previous Year 10.09% p.a.) 2 Secured long term borrowings aggregating to Rs Lakhs (Previous year Rs Lakhs) [including intere accrued and due Rs Lakhs (Previous year Rs.2.80 Lakhs) are secured by personal guarantee of promoter director. As at 31 March 2017 As at 31 March Deferred Tax Liability (Net) Deferred Tax Liability on account of Depreciation difference on fixed assets 5, , , , Deferred Tax Asset Disallowance under e Income Tax act Unabsorbed Business loss and Depreciation , , Long Term Provisions Provision for Employee Benefits (Refer Note No.28 for AS - 15 disclosure) Short Term Borrowings Secured Loans Repayable on Demand From Banks - working capital loans Un Secured Loan From - Related Parties 2, ,

70 (a) Working capital loans from bank are secured by fir pari-passu charge by way of hypoecation of ocks of raw materials finished goods ock in process at e company's premises / godown or such oer places as may be approved by e bank from time to time including goods in transit and shipment outanding monies book-debts receivables and oer current assets of e company and second pari-passu charge by way of equitable mortgage of factory land building situated at 2- D/2, sanwer road sector D and new factory premises at 211/1, opposite sector C, sanwer road, sukhlia Di. Indore and fixed assets of e company and personally guaranteed by promoter director.furer secured by fir paripassu charge by way of Equitable Mortgage of property situated at 191/1191/2191/3191/4 Saket Nagar Indore and flat no. 504 Varsha Apartment 10/1 Sou Tukoganj Indore owned by Promoters. (b) The short term borrowings aggregating to Rs lakhs ( Previous year Rs lakhs ) are furer secured by personal guarantee of promoter directors. (c) The short term borrowings aggregating to Rs lakhs ( Previous year Rs. Nil ) are unsecured loan from directors. 7 Trade Payable As at 31 March 2017 As at 31 March 2016 Due to Micro and Small Enterprises Due to oers 12, , , , a. Trade Payables includes Rs lakhs (Previous Year Rs lakhs) amount payable to Micro and Small Enterprises regiered under e Micro, Small and Medium Enterprises Development Act, 2006 (MSMED), as identified by e company based on information available and relied upon by auditor. b. The details of amount outanding to Micro and Small Enterprises are as under : Particulars As at 31 March 2017 As at 31 March 2016 Principle amount due and remain unpaid - - Intere due on above and remain unpaid - - Intere paid - - Payment made beyond appointed day during e year - - Intere due and payable for e period of delay - - Intere accrued and remaining unpaid - - Amount of furer intere due and payable in succeeding years Oer Current Liabilities Current maturities of long-term borrowings (Refer note 3) 1, , Intere accrued and due on borrowings Unclaimed Dividend* Oer Payables Statutory Dues Advances from Cuomers 1, , Security Deposit from Vendor Oer Liabilities** *No amount due and outanding to be credited to Inveor Education and Protection Fund. ** Includes Salary Payable, Outanding Expenses Payable etc. 9 Short-Term Provisions 3, , Provision for employee benefits (Refer Note No.28 for AS-15 disclosure) Oers Provision for Taxation (Net of Advance tax Rs Lakhs Previous Year Rs Lakhs) Provision for excise duty on closing ock

71 NOTE 10 FIXED ASSETS ( Rs. in lakh's ) Name of e Assets GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK As on Addition Deduction As on Upto For e Deduction Upto As on As on Year i. Tangible Assets Land - Freehold (394.50) - - (394.50) (394.50) (394.50) Building (418.68) (1.11) - (419.79) (66.09) (12.37) - (78.46) (341.33) (352.58) Plant & Machinery (335.59) - - (335.59) (137.38) (20.45) - (157.83) (177.76) (198.21) Solar Power Plant 18, , , , , , (18,323.56) (0.27) - (18,323.83) (1,243.36) (696.12) - (1,939.47) (16,384.36) (17,080.20) Furniture & Fixture (117.60) (22.47) - (140.06) (24.40) (11.99) - (36.39) (103.67) (93.20) Vehicles (155.79) (20.68) (25.92) (150.54) (71.73) (14.52) (19.83) (66.42) (84.12) (84.05) Office Equipment (78.08) (22.97) - (101.06) (20.72) (15.77) - (36.49) (64.57) (57.38) Computer (49.70) (31.51) - (81.21) (27.00) (10.80) - (37.80) (43.41) (22.70) Total 19, , , , , , Previous Year (19,873.50) (99.01) (25.92) (19,946.58) (1,590.68) (782.02) (19.83) (2,352.86) (17,593.72) - ii. Intangible Assets Computer Software (47.99) (16.57) - (64.56) (30.84) (16.72) (0.21) (47.35) (17.21) (17.15) Total Previous Year (47.99) (16.57) - (64.56) (30.84) (16.72) (0.21) (47.35) (17.21) - 66

72 As at 31 March 2017 As at 31 March Non-Current Invement Unquoted Invements in Subsidiaries (Trade invements) : 60 Equity Shares (Previous Year 60 Equity Shares) of Uganda Shilling each in Eizooba Energy One Ltd Nil Equity Share (Previous Year 1 Equity Share) of HK$ 1 each in - - Ujaas Energy HK Ltd (Refer Note 31) Note: (a) Aggregate amount of quoted invement and market value of ereof Nil Nil (b) Aggregate amount of unquoted invement (c) Aggregate provision for diminution in value of invement Nil Nil 12 Long Term Loans and Advances (Unsecured, considered good unless oerwise ated) Security deposits Oer non current assets Intere accrued on Fixed Deposits Balance wi bank in deposit account having maturity of more an 12 mons (Refer Note 17) 1, (Earmarked for credit facility granted by bank) 1, Current Invement Invement in Mutual Funds (unquoted) Units (Previous Year Units) of Axis Treasury Advantage Fund - Grow Nil Units (Previous Year Units) of Axis Treasury Advantage Fund - Grow Units (Previous Year Units) of ICICI Prudential Savings - Grow , Units (Previous Year Nil) of ICICI Prudential Savings - Grow Nil Units (Previous Year Units) of ICICI Equity Arbitrage - Dividend Nil Units (Previous Year Units) of ICICI Prudential Savings - Grow Nil Units (Previous Year Units) of SBI Mag Gilt - Grow Units (Previous Year Nil) of SBI Premium Liquid Fund Nil Units (Previous Year Units) of SBI Savings - Grow Units (Previous Year Nil) of UTI Liquid Fund - Cash Plan 1, , , Note: Current Invement are valued at lower of co and fair value (a) Aggregate amount of unquoted invements 2, , (b) Aggregate provision for diminution in value of invement Nil Nil 15 Inventories Raw Materials 4, , Work in Progress Finished Goods Renewable energy certificates 5, , , , Note: Inventories are valued at lower of co and net realisable value except scrap and renewable energy certificate valued at net realisable value. 67

73 As at 31 March 2017 As at 31 March 2016 Detail of Inventories Raw Material Transformer Laminations Transformer Oil Solar Module 2, , Land 1, Oers , , Work in Progress Transformer Finished Goods Transformer Solar Power Units {Unbilled, Refer note no 33} Scrap Trade Receivables (Unsecured, considered good unless oerwise ated) Outanding for a period exceeding six mons from e date ey are due for payment 4, , Oers* 14, , * Includes Nil (Previous year Rs lakhs) due from party in which directors are intereed. 19, , Cash and Bank Balances A Cash and Cash Equivalents Balances wi banks : In Current Accounts , In Deposits Accounts having maturity of less an 3 mons (Earmarked for credit facility granted by bank) Cash on hand , , B Oer bank balances : In Deposits Accounts having maturity of 3-12 mons 2, , (Earmarked for credit facility granted by bank) In Deposits Accounts having maturity of more an 12 mons 1, (Earmarked for credit facility granted by bank) Less: Disclosed under e head "oer non current assets" (Refer Note 13) (1,540.28) (629.05) In Earmarked Unclaimed Dividend Account , , , , Short Term Loans and Advances (Unsecured, considered good unless oerwise ated) Loan and advances to subsidiaries Capital advances - - Intercorporate Deposits / Loan - - MAT credit entitlement Oers Balance wi government auorities Deposits wi suppliers and oer security deposits Oer advances recoverable in cash or in kind for value to be received , , Oer Curre Asssets Intere accrued on Fixed Deposits Oer receivables

74 For e Year Ended For e Year Ended 31 March March Revenue from Operations Sale of Products 44, , Sale of Services 2, , , , Less: Excise Duty , , Details of Sales of Product Sale of Transformers Revenue from Power Supply 1, , Sale of Solar Power Plants 42, , Sale of Renewable Energy Certificates , , Details of Sales of Services Project/Operation Management Services 2, , Oer Services Rendered , , Oer Income Intere Income ` Dividend Income on Current Invement Profit on Sale of Current Invement Oer receipts Profit on Sale of Fixed Asset Insurance Claim Received Miscellaneous Income Co of Materials Consumed Raw Materials Consumed 37, , , , Imported and Indigenous Raw materials consumed: Particulars 31 March 2017 % 31 March 2016 % Imported 14, , Indigenous 22, , , , Details of Raw Material Consumed Iron & Steel Lamination Solar Modules 28, , Solar Invertor 2, , Solar Structure 3, , Land Oer Items 3, , , ,

75 23 Changes in inventories of Finished Goods Work-in-Progress and Stock-in-Trade Closing Stock As at 31 March 2017 As at 31 March 2016 Finished Goods Work in Progress Renewable energy certificates 5, , Less: Opening Stock 5, , Finished Goods Work in Progress Renewable energy certificates 4, , Employee benefits expense 4, , , Salaries, wages and bonus 1, Contribution to provident fund and oer fund Staff welfare expenses Finance cos 1, Intere expenses 1, , Oer Borrowing Co Oer Expenses For e Year Ended For e Year Ended 1, , Power & Fuel Rent Repairs to Buildings Repairs to Machinery Repairs oers Rates and Taxes excluding taxes on Income Insurance Travelling & Conveyance Expenses Freight & cartage outward Teing Charges Legal and Professional Expenses Bank Charges Net Loss on foreign currency Transactions & Translation CSR Expense (Refer Note no. 42 ) Loans and advances written off Miscellaneous Expenses , , Contingent liabilities and commitments (to e extent not provided for) (Rs in lakh's) Particulars A. Contingent liabilities for Income Tax Demand disputed {Amount deposited again demand Rs lakh's (Previous year Rs lakh's)} Employee Provident Fund Nil {Amount deposited again demand Rs lacs (Previous year Rs. Nil)} B. Commitments Nil Nil 70

76 28. Disclosure as per AS-15 -Employee Benefits i. The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. (Rs in lakh's) I. Change in Benefit Obligation Gratuity Gratuity Liability at e beginning of e year Intere Co Current Service Co Pa Service Co - - Benefit Paid - - Actuarial (gain)/loss on obligations Liability at e end of e year II. Amount Recognized in e Balance Sheet Liability at e end of e year Fair Value of Plan Assets at e end of e year - - Difference Pa Service Co - - Transition Liability - - Amount Recognized in e Balance Sheet III. Expenses Recognized in Profit and Loss Account Current Service Co Intere Co Expected Return on Plan Assets - - Pa Service Co - - Actuarial Gain or Loss Expense Recognized in P& L IV. Balance Sheet Reconciliation Opening Net Liability Expense as above Employers Contribution - - Amount Recognized in Balance Sheet V. Assumptions: Discount Rate 7.5% 8% Salary Escalation 10% 5% ii. Expected contribution for defined benefit plan for e next financial year will be in line wi F.Y iii. Amounts recognized in current year and previous four years: Particulars 31 March March March March March 2013 Defined Benefit Obligation Fair Value of Plan Assets Surplus/ (Deficit) in plan Disclosure relating to Conruction Contract (Revised) as per requirement of Accounting andard 7 are as follows: Particulars Contract revenue recognized for e year In respect of Contract in progress at e end of year i. Advance received from cuomers ii. Amount of retentions Nil Nil 71

77 The eimates of total cos and total revenue in respect of conruction contracts entered in accordance wi AS-7 (Revised) Conruction Contracts are reviewed and up dated periodically to ascertain e percentage completion for revenue recognition. However, it is impracticable to quantify e impact of changes in eimates. 30. Segment Reporting as per AS 17 (Rs in lakh's) A. Business Segment Segment Results Solar Power Generation Manufacturing Un -allocable Total and Maintenance and Sale of Solar Power Plant Segment Revenue , Previous Year , Segment Results (PBIT) 2, , (529.45) Previous Year (314.32) Less: Finance Co , Previous Year , Profit Before Exceptional / Extraordinary item , Previous Year , Exceptional / Extraordinary Item Previous Year Profit Before Tax , Previous Year , Less: Tax Expenses Current Tax Previous Year Deferred Tax Previous Year Profit After Tax , Previous Year , Segment Asset Previous Year Segment Liability Previous Year Segment Depreciation Previous Year B. Secondary Segment Geographical The Company s operating facilities are located in India. Particulars Domeic Revenue Export Revenue Nil Nil Note: Un allocable segment assets exclude e following Current Invement 2, Non-Current Invement Oer Non-Current Assets 1, Long Term Loans and Advances Un allocable segment Liabilities exclude e following Secured Loans Deferred Tax Liability 5,

78 31. Related Party Disclosures A. Enterprises where control exis Eizooba Energy One Limited, Uganda - Subsidiary Company Ujaas Energy HK Limited, Honk Kong - Subsidiary Company (Ceased to be subsidiary w.e.f ) B. Key Managerial Personnel Mr. Shyamsunder Mundra - Chairman and Managing Director Mr. Vikalp Mundra - Joint Managing Director Mr. Anurag Mundra - CFO and Joint Managing Director Ms. Shilpi Singh - Company Secretary C. Entities where Key Management Personnel & eir relatives having significant influence and where transaction taken place during e year. Agartala electricals LLP - Mr. Vikalp Mundra, is Partner Details of e transactions wi Related Parties (Rs in lakh's) Particulars Remuneration paid S.S. Mundra Vikalp Mundra Anurag Mundra Shilpi Singh Monika Choukse Intere Income Eizooba Energy One Limited Ujaas Energy HK Limited Agartala Electricals LLP Intere to Directors S.S. Mundra Vikalp Mundra Anurag Mundra Invement at e year end Eizooba Energy One Limited Ujaas Energy HK Limited (Equivalent to INR 8.05) - - Loans and Advances Given Eizooba Energy One Limited Ujaas Energy HK Limited Loans Taken S.S. Mundra Vikalp Mundra Anurag Mundra Outanding Balance as at e year end Receivables Agartala Electricals LLP Eizooba Energy One Limited Ujaas Energy HK Limited Payable again loan S.S. Mundra Vikalp Mundra Anurag Mundra

79 32. Leases- Where company is lessee The Company has taken office premises under cancellable operating lease agreements. These are renewable/cancellable on periodic basis at e option of bo lessor and lessee.the company has not recognized any contingent rent as expense in e atement of profit and loss. The aggregate amount of operating lease payments recognized in e atement of profit and loss is Rs lakh (Previous Year Rs lakh). 33. Power generate and pending for acceptance by Electricity Diribution Company as at e year-end are shown as Unbilled Power under finished goods inventory. 34. Earnings per Share Particulars Net Profit after tax Weighted Average Number of Equity Shares Nominal value per share Re. 1 1 Basic & Diluted Earnings Per Share (Rs.) Pursuant to disclosure pertaining to Section 186 (4) of e Companies Act, 2013 e following are e details ereof: a. Loan given - out andings at e year-end: (Rs in lakhs) Particulars Rate of Intere Eizooba Energy One limited 14 % Ujaas Energy HK Limited 14 % The above loans given are classified under respective heads and are given at an intere rate as mentioned above.the same are utilized by e recipients for working capital needs (refer note 18). b. Invements Made The invements are classified under respective heads for purposes as mentioned in eir object clause (refer Note 11 and 14). 36. Dividend remitted in foreign currency to Non-Resident Shareholders Particulars Dividend Nil Nil 37. Earnings in foreign currency Particulars Intere from Subsidiary Expenditure in foreign currency Particulars Travelling expenses Consultancy fees Value of Import Calculated on C.I.F. basis Particulars Raw Materials Payment to Auditor Particulars For Statutory Audit For Tax Audit For Oer Services For Reimbursement of Expenses

80 41. Disclosure Pursuant to Regulation 34(3) of SEBI (Liing obligation and disclosure requirements) regulations,2015 A) Loans and Advances in e nature of Loans to Subsidiary Name of e Company As at Maximum Balance During e Year 31 March March Eizooba Energy One Ltd Ujaas Energy HK Ltd* *The Company diveed its subsidiary Ujaas Energy HK Ltd on B) Loans and Advances in e nature of loan to Associates, Related Party and parties where directors are intereed. NIL C) i) None of e parties to whom loans were given have made invement in e shares of e Company. ii) The above Advances fall under e category of loans, which are repayable on demand and intere has been charged on it. 42. Corporate Social Responsibility The expenditure incurred on corporate social responsibility (CSR) is as under: Particulars (i) Gross amount required to be spent by e company during e year (ii) Amount spent during e year on: - Conruction/Acquisition of any asset On purpose oer an above Disclosure on Specified Bank Notes During e year, e Company had Specified Bank Notes (SBNs) or oer denomination notes as defined in e MCA notification, G.S.R. 308(E), dated March 31, The details of SBNs held and transacted during e period from November 8, 2016 to December 30, 2016, e denomination-wise SBNs and oer notes as per e notification are as follows. Particulars SBN s Oer Denominations Notes Total Closing cash in hands as on Add Less Less : Amount deposited in banks Closing Cash in hands as on (Rs. in Lakh's) 44. Proposed Dividend The Board of Directors have recommended e payment of final dividend of Re 0.05 per fully paid up equity share (Previous year Nil), e proposed dividend is subject to e approval of shareholders in e ensuing annual general meeting. 45. Previous year's figures are regrouped or rearranged wherever considered necessary, to make em comparable wi current year's figure. AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

81 To, The Members of Ujaas Energy Limited Report on e Consolidated Financial Statements We have audited e accompanying consolidated financial atements of Ujaas Energy Limited (hereinafter referred to as e Holding Company ) and its subsidiaries (e Holding and its subsidiaries togeer referred to as e Group ) comprising e Consolidated Balance Sheet as at 31 March, 2017, e Consolidated Statement of Profit and Loss, e Consolidated Cash Flow Statement for e year en ended, and a summary of e significant accounting policies and oer explanatory information (hereinafter referred to as e consolidated financial atements ). Management s Responsibility for e Consolidated Financial Statements The Holding Company's Board of Directors is responsible for e preparation of ese consolidated financial atements in terms of e requirements of e Companies Act, 2013 ( hereinafter referred to as e Act ) at give a true and fair view of e consolidated financial position, consolidated financial performance and consolidated cash flows of e Group in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, The respective Board of Directors of e companies included in e group are responsible for maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e Group and for preventing and detecting frauds and oer irregularities; e selection and application of appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and e design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e consolidated financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error, which have been used for e purpose of preparation of e consolidated financial atements by e Directors of e Holding Company, as aforesaid Auditor s Responsibility Our responsibility is to express an opinion on ese consolidated financial atements based on our audit. While conducting e audit, we have taken into account e provisions of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ereunder. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e consolidated financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e consolidated financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e consolidated financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Holding Company's preparation and presentation of e consolidated financial atements at give a true and fair view, in order to design audit procedures at are appropriate in e circumances, but not for e purpose of expressing an opinion on wheer e Holding Company has an adequate internal financial controls syem over financial reporting in Independent Auditors Report place and e operating effectiveness of such controls. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Holding Company's Board of Directors, as well as evaluating e overall presentation of e consolidated financial atements. We believe at e audit evidence obtained by us and e audit evidence obtained by e oer auditors' in terms of eir reports referred to in e Oer Matters Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on e consolidated financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid consolidated financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e consolidated ate of affairs of e Group as at 31 March, 2017, and eir consolidated loss and eir consolidated cash flows for e year ended on at date. Oer Matter We did not audit e financial atements of one subsidiary whose financial atements reflect total assets of Rs lakhs as at 31 March, 2017, net profit/(loss) of Rs. (4.41 lakhs) and net cash outflows amounting to Nil for e year ended on at date as considered in e consolidated financial atements. These financial atements have been audited by oer auditor whose reports have been furnished to us by e Management and our opinion on e consolidated financial atements, in so far as it relates to e amount and disclosures included in respect of is subsidiary and our report in terms of sub- section (3) and (11) of section 143 of e Act, insofar as it relates to e aforesaid subsidiaries, is based solely on e reports of e oer auditor. We did not audit e financial atement of one company which was subsidiary upto 29 March 2017 whose financial atements reflect net loss of Rs. (63.59 lakhs) for e period up to 29 March, 2017 as considered in consolidated financial atements. Theses financial atement are unaudited and have been furnished to us by e management and our opinion on e consolidated financial atements, in so far as it relates to e amounts and disclosures included in respect of is subsidiary and are report in terms of sub- sections (3) and (11) of section 143 of e act, in so far as it relates to e aforesaid subsidiary, is based solely on such unaudited financial atements. Our opinion on e consolidated financial atements and our report on Oer Legal and Regulatory Requirements below, is not modified in respect of e above matters wi respect to our reliance on e work done and e reports of e oer auditors and e financial atements certified by e Management. Report on Oer Legal and Regulatory Requirements 1. As required by section 143 (3) of e Act, we report, to e extent applicable at: a) We have sought and obtained all e information and explanations, which to e be of our knowledge and belief were necessary for e purposes of our audit of e aforesaid consolidated financial atements. b) In our opinion, proper books of account as required by law relating to preparation of e aforesaid consolidated financial atements have been kept so far as appears from our examination of ose books of e Holding Company. The two subsidiaries of e Holding Company are incorporated outside India hence requirements of section 143 (3) are not applicable to em. c) The Consolidated Balance Sheet, e Consolidated Statement of Profit and Loss and e Consolidated Cash Flow Statement dealt 76

82 wi by is report are in agreement wi e relevant books of account maintained for e purpose of preparation of e consolidated financial atements by e Holding Company. The two subsidiaries of e Holding Company are incorporated outside India hence requirements of section 143 (3) are not applicable to em. d) In our opinion, e aforesaid consolidated financial atements comply wi e accounting andards specified under section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, e) On e basis of e written representations received from e directors of e Holding company, as on 31 March 2017 taken on records by e Board of Directors of e Holding Company, none of e directors is disqualified as on 31 march, 2017 from being appointed as a director in terms of section 164(2) of e Act. The two subsidiaries of e Holding Company are incorporated outside India hence requirements of section 143 (3) are not applicable to em. f) Wi respect to e adequacy of e internal financial controls over financial reporting of e Holding Company and e operating effectiveness of such controls, refer to our separate report in Annexure A. The subsidiaries of e Holding Company are incorporated outside India hence requirements of section 143 (3) are not applicable to em. g) Wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2014 read wi Companies (Audit and Auditors) Amendment Rules, 2017, in our opinion and to be be of our information and according to e explanations given to us: i. The consolidated financial atements disclosed e impact of pending litigations on e consolidated financial position of e Group refer note 26 to e consolidated financial atements; ii. The Group did not have any long term contract including derivative contract for which ere were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to e Inveor Education and Protection Fund by e Holding company. The two subsidiaries of e Holding Company are incorporated outside India hence requirements of section 143 (3) are not applicable to em. iv. The Company has provided requisite disclosures in e financial atements refer note 36 as to holdings as well as dealings in Specified Bank Notes during e period from 8 November, 2016 to 30 December, Based on audit procedures and relying on e management representation we report at e disclosures are in accordance wi books of account maintained by e Company. Date : 29 May, 2017 For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C ) CA Avinash Baxi ( Partner) Place : Indore M.No Annexure A to e Independent Auditor's Report of even date on e Consolidated Financial Statements of Ujaas Energy Limited Report on e Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of e Companies Act, 2013 ( e Act ) In conjunction wi our audit of e consolidated financial atements of e Company as of and for e year ended 31 March, 2017, we have audited e internal financial controls over financial reporting of Ujaas Energy Limited ( e Holding Company ). Management's Responsibility for Internal Financial Controls The respective Board of Directors of e Holding company which is a company incorporated in India are responsible for eablishing and maintaining internal financial controls based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India. These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to e respective company's policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors' Responsibility Our responsibility is to express an opinion on e Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) and e Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls, bo applicable to an audit of Internal Financial Controls and, bo issued by e Initute of Chartered Accountants of India. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was eablished and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls syem over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an underanding of internal financial controls over financial reporting, assessing e risk at a material weakness exis, and teing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company's internal financial controls syem over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial atements for external purposes in accordance wi generally accepted accounting principles. A company's internal financial control over financial reporting includes ose policies and procedures at (1) pertain to e maintenance of records at, in reasonable detail, accurately and 77

83 fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial atements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorizations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorized acquisition, use, or disposition of e company's assets at could have a material effect on e financial atements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Holding Company, which is company incorporated in India, have, in all material respects, an adequate internal financial controls syem over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India. Date : 29 May, 2017 For Ashok Khasgiwala & Co. Chartered Accountants (Firm Reg. No. 0743C ) CA Avinash Baxi ( Partner) Place : Indore M.No

84 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC ST CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2017 (Rs in Lakh's) Particulars Note As at 31 March 2017 As at 31 March 2016 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share capital 1 2, , (b) Reserves and surplus 2 20, , , , (2) Non-Current Liabilities (a) Long-term borrowings 3 7, , (b) Deferred tax liabilities (Net) 4 5, , (c) Long term provisions , , (3) Current Liabilities (a) Short-term borrowings 6 2, (b) Trade payables 7 13, , (c) Oer current liabilities 8 3, , (d) Short-term provisions , , Total 55, , II. ASSETS (1) Non-Current Assets (a) Fixed assets (i) Tangible assets 10 17, , (ii) Intangible assets (b) Long term loans and advances (c) Oer non-current assets 12 1, , , (2) Current Assets (a) Current invements 13 2, , (b) Inventories 14 9, , (c) Trade receivables 15 19, , (d) Cash and bank balances 16 3, , (e) Short-term loans and advances 17 1, , (f) Oer current assets , , Total 55, , Notes to Accounts forming an integral part of e financial atements 1 to 38 General company information and Significant Accounting Policies A-B AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

85 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC ST CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2017 (Rs in Lakh's) Particulars Note For e Year Ended For e Year Ended 31 March March 2016 I. INCOME a. Revenue from operations 19 47, , Less : Excise Duty b. Oer Income Total Revenue 47, , II. EXPENSES a. Co of materials consumed 21 37, , b. Changes in inventories of finished goods, work-in-progress and ock-in-trade 22 (948.53) (1,485.40) c. Employee benefits expense 23 1, d. Finance cos 24 1, , e. Depreciation and amortization expense f. Oer expenses 25 2, , Total Expenses 42, , III. Profit before exceptional and extraordinary items and tax (I-II) 4, , IV. Exceptional / Extraordinary Items - - V. Profit before tax (III - IV) 4, , VI. Tax expense: (1) Current tax 1, Less: MAT Credit Entitlement (452.00) - (2) Deferred tax , VII. Profit for e Year (V-VI) 3, , VIII. Earning per Equity share Face value of Re. 1/- each Basic and Diluted (in Rs.) Notes to Accounts forming an integral part of e financial atements 1 to 38 General company information and Significant Accounting Policies A-B AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

86 UJAAS ENERGY LIMITED CIN : L31200MP1999PLC ST CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017 (Rs in Lakh's) Particulars Cash Flow from Operating Activities Profit before tax and extraordinary items 4, , Adju for : Depreciation / amortization expense Reversal of Excess Depreciation - (0.21) Intere Income (307.05) (166.39) Effect of Exchange Rate Change Dividend Income (4.85) (17.14) Finance Co 1, , Profit on sale of fixed assets - (2.20) Profit on sale of current invement (127.12) (39.77) Operating profit before working capital changes 7, , Adjument for : Trade and oer receivables (7,308.17) (3,629.33) Inventories (1,744.91) (1,819.09) Trade and oer payables 1, , Cash Generated from Operations (844.90) 11, Taxes Paid (Net) (1,052.29) (651.99) Net Cash Generated from / (Used in) Operating Activities (A) (1,897.19) 10, Cash Flow from Inveing Activities Purchase of Fixed Assets (212.68) (122.56) Proceeds from Sale of Fixed Assets Intere Received Purchases of current Invements (2,076.57) (2,414.65) Sales of current Invements 2, (Invement in )/ Redemption of bank deposit wi maturity more an 3 mons 2, (5,307.65) Dividend received Net Cash (Used in) / Generated from Inveing Activities (B) 2, (7,684.11) Cash Flow from Financing Activities Proceeds from Borrowings 2, Repayment of Borrowings (1,050.33) (1,048.65) Dividend paid (Including dividend diribution tax) - (300.53) Finance cos (1,798.87) (1,548.35) Net Cash (Used in) Financing Activities (C) (460.92) (2,479.96) Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) Cash & Cash Equivalents at Beginning of e Year 1, , Cash & Cash Equivalents at End of e Year 1, , Increase / (Decrease) in Cash & Cash Equivalents AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

87 A. General Company Information Ujaas Energy is engaged in manufacturing / servicing of transformer, Generation of solar power and manufacturing, sales and services of Solar Power Plants / Projects. Company has setup Solar Parks at Ichhawar Di. Sehore - Gagorni at Di. Rajgarh, Susner-Barod-Rojhani at Di. Agar, and Bercha at Di. Shajapur in e ate of Madhya Pradesh. The company is a Public Limited Company and its shares are lied on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). B. Significant Accounting Policies a. Basis of Consolidation The Consolidated financial atements relate to Ujaas Energy Ltd (e Company) and its subsidiaries as under: Entity Basis of Country of % age of % age of Share Consoli- Incorpo- Shareholding in consolidated dation ration of e Profit /(Loss) Company Ujaas Energy HK limited Subsidiary Hong Kong Nil (2.39) Eizooba Subsidiary Uganda (4.41) (0.00) Energy One limited a) The consolidated Financial Statements have been prepared in accordance wi e generally accepted accounting principles in India, including Accounting Standards notified under e relevant provisions of e Companies Act, 2013 as applicable on e following basis: i) The financial atements of e Company and its subsidiaries have been combined on a line to line basis by adding togeer like items of assets, liabilities, income and expenses. ii) Intra group balances, intra group transactions and resulting unrealized profits/losses have been eliminated in full. iii) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at e average rate prevailing during e year. All assets and liabilities are converted at rates prevailing at e end of e year. Any exchange difference arising on consolidation is recognized in e Exchange Fluctuation Reserve. iv) Figures pertaining to e subsidiaries have been reclassified to bring em in line wi parent Company s financial atements. v) The excess of / shortfall in e co to e Company of its invement over e Company s portion of equity as at e date of invement is recognized in e consolidated financial atements as goodwill / capital reserve. b. Basis of Accounting The Accounts have been prepared in accordance wi e hiorical co convention. The financial atements are prepared as a going concern under e hiorical co convention on an accrual basis of accounting in accordance wi e Generally Accepted Accounting Principles (GAAP) in India. These financial atements have been prepared to comply in all material aspects wi e Accounting Standards notified under Rule 7 of e Companies (Accounts) Rules, 2014 in respect of section 133 of e Companies Act, 2013 and oer recognized accounting practices and policies. c. Use of Eimates The preparation and presentation of financial atements requires eimates and assumptions to be made at affect e reported amounts of assets and liabilities on e date of financial atements and e reported amounts of revenue and expenses during e reported period. The difference between actual results and eimates are recognized in e period in which e results are known / materialize. d. Valuation of Inventories Inventories are valued at lower of co and net realisable value, except scrap and renewable energy certificates are valued at net realisable value. Co of inventory is arrived at by using Moving Average Price Meod. Co of inventory generally comprises of co of purchase, co of conversion and oer co incurred in bringing e inventory to eir present location and condition. e. Revenue Recognition The Company follows e mercantile syem of accounting and recognizes income and expenditure on accrual basis, except ose wi significant uncertainties. Sales revenue is recognized on transfer of e significant risks and rewards of ownership of e goods to e buyer and ated at net of sales tax, VAT, trade discounts and rebates but includes excise duty. Revenue from conruction of Solar Power syem (conruction contract) activity is recognized in accordance wi accounting andard-7 (Revised), Conruction Contracts, issued by e Initute of Chartered Accountants of India ( ICAI ), contract revenue is recognized at co plus proportionate margin, using fixed price contract basis, on percentage of completion meod subject to such co of work performed being 15% or more of total eimated co. The percentage completion meod is e proportion of co of work performed till date to e total eimated contract co. Contract cos include cos at relate directly to e specific contract and cos at are attributable to contract activity and allocable to e contract cos at cannot be attributed to contract activity are expensed where incurred. Revenue from Power Supply is recognized for on acceptance by Electricity Diribution Company/Consumers of units generated and after giving allowance for wheeling and transmission loss. Revenue from Renewable Energy Certificate is recognized on accrual basis. Intere income is recognized on time proportion basis. Income from services is recognized as ey are rendered (based on arrangement / agreement wi e concern cuomers). Dividend Income on invement is accounted for as and when e right to receive e payment is eablished. f. Fixed Assets (i) Property, Plant & Equipment Property, Plant and Equipment are ated at co of acquisition or conruction or development, net of tax /duty credit availed if any, including any co attributable for bringing e assets to its working condition for its intended use, less accumulated depreciation, and impairments, if any. (except freehold land). (ii) Intangible Assets Intangible assets are held at co less accumulated amortisation and impairment losses. Intangible assets developed or acquired wi finite useful life are amortised on raight line basis over e useful life of asset. (iii) Capital Expenditure Assets under erection/inallation are shown as "Capital work in progress", Expenditure during conruction period are 82

88 shown as "pre-operative expenses" to be capitalized on erection/inallations of e assets. (iv) Subsequent Expenditure Subsequent expenditure is capitalised only if it is probable at e future economic benefits associated wi e expenditure will flow to e company. (v) Depreciation / Amortization Depreciation on fixed assets is provided in e manner specified in Schedule II to e Companies Act, 2013 except based on technical evaluation e useful life of Solar power generation plant is considered 25 years which is different from at prescribed in schedule II of e Act. Depreciation of an asset is e difference between Original co / revalued amount and e eimated residual value and is charged to e atement of profit and loss over e useful life of an asset on raight line basis. The eimated useful life of assets and eimated residual value is taken as prescribed under Schedule II to e Companies Act, Depreciation on additions during e year is provided on pro rata basis wi reference to date of addition/inallation. Depreciation on assets disposed /discarded is charged up to e date on which such asset is sold. Intangible assets - Computer software are amortized over a period of 3 years. g. Foreign Currency Transaction (i) All transactions in foreign currency are recorded at e rates of e exchange prevailing on e dates when e relevant transactions took place; any gain/ loss on account of e fluctuations in e rate of exchange is recognized in e atement of Profit and Loss. (ii) Monetary items in e form of loans, current assets and current liabilities in foreign currencies at e close of e year are converted in e Indian currency at e appropriate rate of exchange prevailing on e dates of e Balance Sheet. Resultant gain or loss on account of fluctuation in e rate of exchange is recognized in e atement of Profit and Loss. (iii) In respect of e Forward Exchange Contracts entered into to hedge foreign currency risks, e difference between e Forward Rate and Exchange Rate at e inception of e contract is recognized as income or expense over e life of e contract. h. Invements Invements at are readily realizable and are intended to be held for not more an one year from e date, on which such invements are made, are classified as current invements. All oer invements are classified as long term invements. Current Invements are carried at lower of co or fair value. Noncurrent / Long Term invements are carried at co of acquisition. However, no provision is made for diminution in e value of long term invements, where in e opinion of board of directors such diminutions is temporary. Oerwise reduction in value of long term invement being determined and made for each invement individually i. Employee Benefits (i) Po- employment benefit plans (a) Defined Contribution Plan - Contributions to provident fund and Family Pension Fund incurred during e year are charged to atement of profit and loss. (b) Defined Benefit Plan -The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss. (ii) Short term employment benefits The undiscounted amount of short term employee benefits expected to be paid in exchange forservices rendered by employees is recognized during e period when e employees renders e services. These benefits include compensated absence also. j. Borrowing Co Borrowing cos attributable to acquisitions and conruction of qualifying assets are capitalized as a part of e co of such asset up to e date when such asset is ready for its intended use. Oer borrowing cos are charged to Statement of Profit and Loss. k. Segment Accounting Policies (i) Name of Segment The company has disclosed business segment as e primary segment. Segment have been identified taking into account e type of products, e differing risk return and e internal reporting syem. The various segment identified by e company comprised as under: - Comprised of Solar Power Generation and - Generation and diribution of Maintenance Power Units, Operation and Maintenance of solar Power Plants Manufacturing and Sale of Manufacturing and sales of Solar Power Plant Solar Power Syem (ii) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified wi e segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to e business segment are shown as unallocated corporate co. Assets and liabilities at cannot be allocated between e segments are shown as un-allocable corporate assets and liabilities respectively. (iii) The Company has identified geographical segments as e secondary segment. Secondary segments comprise of domeic and export markets. However, company has no export sales. l. Lease As a Lessee Leases, where risk and reward of ownership, are significantly retained by e lessor are classified as operating leases and lease rentals ereon are charged to e atement of profit and loss over e period of lease. m. Taxes on Income Current tax is e amount of tax payable on taxable income for e year as determined in accordance wi e provisions of e Income Tax Act, Deferred Tax is recognized on timing difference between taxable income and accounting income at originate in one period and are capable of reversal on one or more subsequent period. Deferred Tax assets are recognized and carried forward to e extent at ere is a reasonable certainty at sufficient future taxable income will be available again which such deferred tax assets can 83

89 be realised. n. Impairment of Assets An asset is impaired when e carrying co of asset exceeds its recoverable value. An impairment loss is charged to e profit and loss account in e year in which an asset is identified as impaired. An impairment loss recognized in prior period is reversed if ere has been an indication at impairment loss recognized for an asset no longer exis or may have decreased. o. Provision, Contingent Liabilities and Contingent Assets Provisions involving subantial degree of eimation in measurement are recognized when ere is a present obligation as a result of pa events and it is probable at ere will be an outflow of resources. Provisions are not discounted to eir present value and are determined based on e be eimate required to settle e obligation at e balance sheet date. These are reviewed at each balance sheet date and adjued to reflect e current be eimates. Contingent liabilities are not recognized but are disclosed in e financial atements. Contingent assets are neier recognized nor disclosed in e financial atements. p. Cash Flow Statement Cash flows are reported using indirect meod, whereby profit/ (loss) before extraordinary items and tax is adjued for e effects of transactions of non-cash nature and any deferrals or accruals of pa or future cash receipts or payments. The cash flow from operating, inveing and financing activities of e company is segregated based on e available information. 84

90 1 Share capital Auorised Notes to Consolidated financial atements as at and for e year ended March 31, 2017 As at 31 March 2017 As at 31 March ,000,000 (Previous Year : 300,000,000) equity shares of Re. 1 - each 3, , Issued, subscribed and fully paid-up 3, , ,000,000 (Previous Year: 200,000,000) equity shares of Re. 1 - each fully paid-up 2, , The Reconciliation of e number of Equity Shares and amount outanding is set out below: 2, , Particulars As at 31 March 2017 As at 31 March 2016 Equity shares No. of Shares Amount in INR No. of Shares Amount in INR At e beginning of e Year , , Add: Issued during e Year At e end of e Year , , Terms / right attached to each class of shares The company has only one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share. The dividend proposed by e Board of Directors is subject to e approval of shareholders in ensuing Annual General Meeting, except in case of interim dividend. In e event of liquidation e equity shareholders will be entitled to receive e remaining assets of e Company after diribution of all preferential amounts, in proportion of eir shareholding. 1.3 Detail of shareholder holding more an 5% Equity Shares Particulars As at 31 March 2017 As at 31 March 2016 No. of shares % of holding No. of shares % of holding Shri Shyam Sunder Mundra Truee of SVA Family Tru (held by Shri Shyam Sunder Mundra) 1.4 For e Period of five years immediately preceding e date at which e Balance sheet is prepared i.e. 31 March The Company has not allotted any bonus shares, any share pursuant to contract(s) wiout payment being received in cash or bought back any shares / class of shares. 2 Reserves and surplus A. Securities Premium Reserves Balance at e beginning of e year 8, , Add: Premium on shares issued during e year - - Balance as at e end of e year ( A ) 8, , B. General Reserve Balance at e beginning of e year Add : Transferred from Surplus in Statement of Profit and Loss Balance as at e end of e year ( B ) C. Currency Fluctuation Reserve Balance at e beginning of e year 0.64 (4.31) Add : During e year Balance as at e end of e year ( C )

91 D. Surplus in Statement of Profit and Loss As at 31 March 2017 As at 31 March 2016 Balance at e beginning of e year 7, , Add: Surplus for e year 3, , Less: Appropriations: 11, , Transferred to General Reserve Interim Dividend Tax on Dividend Balance as at e end of e year ( D ) 11, , Total Reserves and Surplus ( A + B + C + D ) 20, , Long-term borrowings Secured Term loans- from Bank 8, , , , Less: Current Maturity disclosed under e head "oer current liabilities" (Refer note 8) 1, , , , a) (i) Term loan from BOB, sanctioned limit of Rs Lakhs, Outanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) for Solar Power Project is secured by exclusive fir charge by way of EM of land and Buliding Suitated at survey No. 13/1/1 of Khasra No.18/2 (56) Vill. Gagorni Tehsil & Dirict Rajgarh and plant and machinery and oer movable fixed assets of e company's solar power unit bo present and future and secured by hypoecation of ores & spares book debts and all oer current assets of e company pertains to solar power project unit II located at survey No. 13/1/1 of Khasra No.18/2(56) Vill. Gagorni Tehsil & Dirict Rajgarh.(ii) Term loan is furer secured by pledge of Fixed Deposits wi bank of Rs 50 Lakhs and personally guaranteed by promoter directors and oers.(iii) The Term loan repayable in 48 quarterly inalments comprising of 47 equal quarterly inallment of Rs Lakhs each arting from quarter ending June 2012 and la inalment of Rs Lakhs due in e quarter ending March Rate of intere % p.a. as at e year end (Previous year % p.a.) b) (i) Term Loan from Union Bank of India, sanctioned limit of Rs Lakhs outanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) is secured by Equitable Mortgage of Land situated at survey No. 32,33,34, 37,1223/5, Dabla Soundhya, Jaisinghpura, Barod Tehsil, Madhya Pradesh and fir charge by way of mortgage of all immovable properties and assets of 7MW power project at barod and hypoecation of all movable assets including plant & machinery, vehicle and all oer movable assets of e Project, present and future and book debts and all oer current assets of e company and lien on fixed deposit wi bank of Rs.50 Lakhs and personally guaranteed by promoter directors.(ii) The Term loan repayable in 48 quarterly inalments of Rs Lakhs each arting from April 2014 and la inalment due in January Rate of intere % p.a. as at e year end (Previous year 11.65% p.a.) c) (i) Term Loan from Indian Overseas Bank, santioned limit of Rs Lakhs, outsanding as at e year end Rs Lakhs (Pre.Yr. Rs Lakhs) is secured by Equitable Mortgage followed by regiration of memorandum of free hold barren land measuring hectare in village Gagorni, Diric Rajgarh, Madhya Pradesh and exclusive charge by way of hypoecation of plant & machinery created for 5MW solar power plant and on Building / oer fixed assets etc to be created ereon where project is erected and lien on fixed deposit wi bank of Rs Lakhs and personally guaranteed by promoter directors.(ii) The Term loan repayable in 48 quarterly inallment comprising of 47 equal quarterly inallments of Rs Lakhs each arting from April 2014 and la inalment of Rs Lakhs due in e Jan Rate of intere % p.a. as at e year end (Previous year 13.05% p.a.) d) (i) Term loans from Axis Bank, sanctioned limit Rs Lakhs, outanding as at e year end Rs 7.59 Lakhs ( Pre Yr Lakhs) are secured by exclusive charge on assets purchased again e loans.(ii) The term loan repayable in 60 equal monly inallment of Rs 0.72 Lakhs each (including intere) arting from April 2013 and la inallment due in February Rate of intere 10.00% p.a. as at e year end (Previous Year 10.00% p.a.) e) (i) Term loans from Axis Bank, sanctioned limit Rs Lakhs, outanding as at e year end Rs 3.55 Lakhs (Pre. Yr. Rs Lakhs) are secured by exclusive charge on assets purchased again e loans.(ii) The term loan repayable in 60 equal monly inallment of Rs 0.46 Lakhs each (including intere) arting from January 2013 and la inallment due in November Rate of intere 10.09% p.a. as at e year end (Previous Year 10.09% p.a.) 2 Secured long term borrowings aggregating to Rs Lakhs (Previous year Rs Lakhs) [including intere accrued and due Rs Lakhs (Previous year Rs.2.80 Lakhs) are secured by personal guarantee of promoter director. 86

92 4 Deferred Tax Liability (Net) As at 31 March 2017 As at 31 March 2016 Deferred Tax Liability 5, , on account of Depreciation difference on fixed assets 5, , Deferred Tax Asset Disallowance under e Income Tax act Unabsorbed Business loss and Depreciation Long Term Provisions , , Provision for Employee Benefits (Refer Note No.28 for AS - 15 disclosure) 6. Short Term Borrowings Secured Loans Repayable on Demand From Banks - working capital loans Un Secured Loan From - Related Parties 2, , (a) Working capital loans from bank are secured by fir pari-passu charge by way of hypoecation of ocks of raw materials finished goods ock in process at e company's premises / godown or such oer places as may be approved by e bank from time to time including goods in transit and shipment outanding monies book-debts receivables and oer current assets of e company and second pari-passu charge by way of equitable mortgage of factory land building situated at 2- D/2, Sanwer Road Sector D and new factory premises at 211/1, opposite sector C, sanwer road, sukhlia di. Indore and fixed assets of e company and personally guaranteed by promoter director.furer secured by fir pari-passu charge by way of Equitable Mortgare of property situated at 191/1191/2191/3191/4 Saket Nagar Indore and flat no. 504 Varsha Apartment 10/1 Sou Tukoganj Indore owned by Promoters.(b) The short term borrowings aggregating to Rs lakhs ( Previous year Rs lakhs ) are furer secured by personal guarantee of promoter director.(c) The short term borrowings aggregating to Rs lakhs ( Previous year Rs. Nil ) are unsecured loan from directors. As at 31 March 2017 As at 31 March Trade Payable Due to Micro and Small Enterprises Due to oers 12, , , , Oer Current Liabilities Current maturities of long-term borrowings (Refer note 3) 1, , Intere accrued and due on borrowings Unclaimed Dividend* Oer Payables Statutory Dues Advances from Cuomers 1, , Security Deposit from Vendor Oer Liabilities** , , *No amount due and outanding to be credited to Inveor Education and Protection Fund. ** Includes Salary Payable, Provision for Expenses Payable etc. 9 Short-Term Provisions Provision for employee benefits (Refer Note No.27 for AS-15 disclosure) Oers Provision for Taxation (Net of Advance tax Rs Lakhs Previous Year Rs Lakhs) Provision for excise duty on closing ock

93 NOTE 10 FIXED ASSETS Name of e Assets GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK ( Rs. in lakh's ) As on Addition Deduction As on Upto For e Deduction Upto As on As on Year i. Tangible Assets Land - Freehold (426.32) (6.97) - (433.29) (433.29) (426.32) Building (418.68) (1.11) - (419.79) (66.09) (12.37) - (78.46) (341.33) (352.58) Plant & Machinery (335.59) - - (335.59) (137.38) (20.45) - (157.83) (177.76) (198.21) Solar Power Plant 18, , , , , , (18,323.56) (0.27) - (18,323.83) (1,243.36) (696.12) - (1,939.47) (16,384.36) (17,080.20) Furniture & Fixture (117.60) (22.47) - (140.06) (24.40) (11.99) - (36.39) (103.67) (93.20) Vehicles (155.79) (20.68) (25.92) (150.54) (71.73) (14.52) (19.83) (66.42) (84.12) (84.05) Office Equipment (78.08) (22.97) - (101.06) (20.72) (15.77) - (36.49) (64.57) (57.38) Computer (49.70) (31.51) - (81.21) (27.00) (10.80) - (37.80) (43.41) (22.70) Total 19, , , , , , Previous Year (19,905.32) (105.98) (25.92) (19,985.37) (1,590.68) (782.02) (19.83) (2,352.86) (17,632.51) ii. Intangible Assets Computer Software (47.99) (16.57) - (64.56) (30.84) (16.72) (0.21) (47.35) (17.21) (17.15) Total Previous Year (47.99) (16.57) - (64.56) (30.84) (16.72) (0.21) (47.35) (17.21) Note : Figures in bracket represents previous year figures 88

94 11 Long Term Loans and Advances (Unsecured, considered good unless oerwise ated) Security deposits Oer Non Current Assets Intere accrued on Fixed Deposits Balance wi Banks in deposit accounts having maturity over 12 mons (Refer Note 17) 1, (Earmarked for credit facility granted by bank ) 1, Current Invement Invement in Mutual Funds (unquoted) Units (Previous Year Units) of Axis Treasury Advantage Fund - Grow Nil Units (Previous Year Units) of Axis Treasury Advantage Fund - Grow Units (Previous Year Units) of ICICI Prudential Savings - Grow , Units (Previous Year Nil) of ICICI Prudential Savings - Grow Nil Units (Previous Year Units) of ICICI Equity Arbitrage - Dividend Nil Units (Previous Year Units) of ICICI Prudential Savings - Grow Nil Units (Previous Year Units) of SBI Mag Gilt - Grow Units (Previous Year Nil) of SBI Premium Liquid Fund Nil Units (Previous Year Units) of SBI Savings - Grow Units (Previous Year Nil) of UTI Liquid Fund - Cash Plan 1, , , Note: Current Invement are valued at lower of co and at fair value (a) Aggregate amount of unquoted invements 2, , (b) Aggregate provision for diminution in value of invement Nil Nil 14. Inventories Raw Materials 4, , Work in Progress Finished Goods Renewable energy certificates 5, , , , Note: Inventories are valued at lower of co and net realisable value except scrap and renewable energy certificate valued at net realisable value. Detail of Inventories Raw Material Tr. Laminations Tr. Oil Solar module 2, , Land 1, Oers , , Work in Progress Transformer

95 As at 31 March 2017 As at 31 March 2016 Finished Goods Transformer Solar Power Units (Unbilled, Refer note no 32) Scrap Trade Receivables (Unsecured, considered good unless oerwise ated) Outanding for a period exceeding six mons from e date ey are due for payment 4, , Oers* 14, , , , * Includes Nil (Previous year Rs lakhs) due from party in which directors are intereed. 16. Cash and Bank Balances A Cash and Cash Equivalents Balances wi banks : In Current Accounts , In Deposits Accounts having maturity of less an 3 mons (Earmarked for credit facility granted by bank) Cash on hand , , B Oer bank balances : In Deposits Accounts having maturity of 3-12 mons 2, , (Earmarked for credit facility granted by bank) In Deposits Accounts having maturity of more an 12 mons 1, (Earmarked for credit facility granted by bank) Less: Disclosed under e head "oer non current assets" (Refer Note 13) (1,540.28) (629.05) In Earmarked Unclaimed Dividend Account , , , , Short Term Loans and Advances (Unsecured, considered good unless oerwise ated) MAT credit entitlement Oers Balance wi government auorities Deposits wi suppliers and oer security deposits Oer advance recoverable in cash or in kind for value to be received , , Oer Current Assets Intere accrued on Fixed Deposits Oer receivables

96 For e year ended For e year ended 31 March March Revenue from Operations Sale of Products 44, , Sale of Services 2, , , , Less: Excise Duty , , Details of Sales of Product Sale of Transformers Revenue from Power Supply 1, , Sale of Solar Power Plants 42, , Sale of Renewable Energy Certificates , , Details of Sales of Services Project/Operation Management Services 2, , Oer Services Rendered , , Oer Income Intere Income Dividend Income on Current Invement Profit on Sale of Current Invement Oer receipts Profit on Sale of Fixed Asset Insurance Claim Received Miscellaneous Income Co of Materials Consumed Raw Materials Consumed 37, , , , Imported and Indigenous Raw materials consumed: Particulars 31 March 2017 % 31 March 2016 % Imported 14, , Indigenous 22, , , , Details of Raw Material Consumed Particulars Iron & Steel Lamination Solar Modules 29, , Solar Invertor 2, , Solar Structure 3, , Land Oer Items 2, , , ,

97 For e year ended For e year ended 31 March March Changes in inventories of Finished Goods Work-in-Progress and Stock-in-Trade Closing Stock Finished Goods Work in Progress Renewable energy certificates 5, , , , Less: Opening Stock Finished Goods Work in Progress Renewable energy certificates 4, , , , , Employee benefits expense Salaries, wages and bonus 1, Contribution to provident fund and oer fund Staff welfare expenses , Finance cos Intere expenses 1, , Oer Borrowing Co , , Oer Expenses Power & Fuel Rent Repairs to Buildings Repairs to Machinery Repairs oers Rates and Taxes excluding taxes on Income Insurance Travelling & Conveyance Expenses Freight & cartage outward Teing Charges Legal and Professional Expenses Bank Charges Net Loss on foreign currency Transactions & Translation CSR Expense (Refer Note no. 35 ) Loss on Sale on Invement Miscellaneous Expenses , ,

98 26. Contingent liabilities and commitments (to e extent not provided for) (Rs in lakh's) Particulars A. Contingent liabilities for Income Tax Demand disputed {Amount deposited again demand Rs lacs (Previous year Rs lacs)} Employee Provident Fund Nil {Amount deposited again demand Rs lacs (Previous year Rs. Nil)} B. Commitments Nil Nil 27. Disclosure as per AS-15 -Employee Benefits i. The liability in respect of gratuity is determined using actuarial valuation of gratuity using Projected Unit Credit Meod as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) as at balance sheet date. Actuarial gain and losses are recognized in full in atement of Profit and Loss I. Change in Benefit Obligation Gratuity Gratuity Liability at e beginning of e year Intere Co Current Service Co Pa Service Co - - Benefit Paid - - Actuarial (gain)/loss on obligations Liability at e end of e year II. Amount Recognized in e Balance Sheet Liability at e end of e year Fair Value of Plan Assets at e end of e year - - Difference Pa Service Co - - Transition Liability - - Amount Recognized in e Balance Sheet III. Expenses Recognized in Profit and Loss Account Current Service Co Intere Co Expected Return on Plan Assets - - Pa Service Co - - Actuarial Gain or Loss Expense Recognized in P& L IV. Balance Sheet Reconciliation Opening Net Liability Expense as above Employers Contribution - - Amount Recognized in Balance Sheet V. Assumptions: Discount Rate 7.5% 8% Salary Escalation 10% 5% ii. Expected contribution for defined benefit plan for e next financial year will be in line wi F.Y iii. Amounts recognized in current year and previous four years: Particulars 31 March March March March March 2013 Defined Benefit Obligation Fair Value of Plan Assets Surplus/ (Deficit) in plan

99 28. Disclosure relating to Conruction Contract (Revised) as per requirement of Accounting andard 7 are as follows: (Rs in lakh's) Particulars Contract revenue recognized for e year In respect of Contract in progress at e end of year i. Advance received from cuomers ii. Amount of retentions Nil Nil The eimates of total cos and total revenue in respect of conruction contracts entered in accordance wi AS-7 (Revised) Conruction Contracts are reviewed and up dated periodically to ascertain e percentage completion for revenue recognition. However, it is impracticable to quantify e impact of changes in eimates. 29. Segment Reporting as per AS 17 (Rs in lakh's) A. Business Segment Segment Results Solar Power Generation Manufacturing Un -allocable Total and Maintenance and Sale of Solar Power Plant Segment Revenue , Previous Year , Segment Results (PBIT) , (475.59) Previous Year (373.39) 5, Less: Finance Co Previous Year Profit Before Exceptional / Extraordinary item Previous Year Exceptional / Extraordinary Item Previous Year Profit Before Tax Previous Year Less: Tax Expenses Current Tax Previous Year Deferred Tax Previous Year Profit After Tax Previous Year Segment Asset Previous Year Segment Liability Previous Year Segment Depreciation Previous Year B. Secondary Segment Geographical The Company s operating facilities are located in India. Particulars Domeic Revenue Export Revenue Nil Nil 94

100 Note: Un allocable segment assets exclude e following Current Invement 2, Oer Non-Current Assets 1, Long Term Loans and Advances Un allocable segment Liabilities exclude e following Secured Loans Deferred Tax Liability 5, Related Party Disclosures A. Key Managerial Personnel Mr. Shyamsunder Mundra - Chairman and Managing Director Mr. Vikalp Mundra - Joint Managing Director Mr. Anurag Mundra - CFO and Joint Managing Director Ms. Shilpi Singh - Company Secretary B. Entities where Key Management Personnel & eir relatives having significant influence and where transaction taken place during e year. Agartala electricals LLP - Mr. Vikalp Mundra, is Partner Details of e transactions wi Related Parties 95 (Rs in lakh's) Particulars Remuneration paid S.S. Mundra Vikalp Mundra Anurag Mundra Shilpi Singh Monika Choukse Intere Income Agartala Electricals LLP Intere to Directors S.S. Mundra Vikalp Mundra Anurag Mundra Loans Taken S.S. Mundra Vikalp Mundra Anurag Mundra Outanding Balance as at e year end Receivables Agartala Electricals LLP Payable again loan S.S. Mundra Vikalp Mundra Anurag Mundra Leases- Where company is lessee The Company has taken office premises under operating lease agreements. These are renewable/cancellable on periodic basis at e option of bo lessor and lessee.the company has not recognized any contingent rent as expense in e atement of profit and loss. The aggregate amount of operating lease payments recognized in e atement of profit and loss is Rs lakh (Previous Year Rs lakh). 32. Power generated during e year and pending for acceptance by Electricity Diribution Company as at e year-end are shownas Unbilled Power under finished goods inventory.

101 33. Earnings per Share (Rs in lakh's) Particulars Net Profit after tax Weighted Average Number of Equity Shares Nominal value per share Re. 1 1 Basic & Diluted Earnings Per Share (Rs.) Pursuant to disclosure pertaining to Section 186 (4) of e Companies Act, 2013 e following are e details ereof: a. Invements Made The invements are classified under respective heads for purposes as mentioned in eir object clause (refer Note 12). 35. Corporate Social Responsibility The expenditure incurred on corporate social responsibility (CSR) is as under: Particulars (i) Gross amount required to be spent by e company during e year (ii) Amount spent during e year on: - Conruction/Acquisition of any asset On purpose oer an abov Disclosure on Specified Bank Notes During e year, e Company had Specified Bank Notes (SBNs) or oer denomination notes as defined in e MCA notification, G.S.R. 308(E), dated March 31, The details of SBNs held and transacted during e period from November 8, 2016 to December 30, 2016, e denomination-wise SBNs and oer notes as per e notification are as follows (Rs. in Lakh's) Particulars SBN s Oer Denominations Notes Total Closing cash in hands as on Add Less Less : Amount deposited in banks Closing Cash in hands as on Proposed Dividend The Board of Directors have recommended e payment of final dividend of Re 0.05 per fully paid up equity share (Previous year Nil), e proposed dividend is subject to e approval of shareholders in e ensuing annual general meeting. 38. Previous year's figures are regrouped or rearranged wherever considered necessary, to make em comparable wi current year's figure. AS PER OUR REPORT OF EVEN DATE FOR ASHOK KHASGIWALA & CO. CHARTERED ACCOUNTANTS FOR AND ON BEHALF OF BOARD OF DIRECTORS CA AVINASH BAXI SHILPI SINGH S.S. MUNDRA ANURAG MUNDRA Partner Company Secretary Chairman and Managing Director CFO and Joint Managing Director Membership No Membership No. A35225 DIN: DIN: Place: Indore Date: 29 May

102 UJAAS ENERGY LIMITED CIN:L31200MP1999PLC Regd. Office : Survey no. 211/1, Opp. Sector C & Metalman, Sanver Road Indurial Area, Indore ATTENDANCE SLIP (Shareholders attending e Meeting in person or by Proxy are requeed to complete e attendance slip and hand it over at e entrance of e meeting hall.) Folio No./DP ID- Client ID : Name and Address of e Shareholder : [in BLOCK LETTERS] No. of Shares held : Name of Proxy (if any ) [in BLOCK LETTERS] We/I hereby record my presence at e Eighteen Annual General Meeting of e Company on Tuesday, 19 September, 2017 at 3:30 P.M. at NRK Business Park, Vijay Nagar Square, Indore (M.P.) Signature of e Shareholder/Proxy/Representative Note: Members are requeed to bring eir copy of Annual report to e meeting. UJAAS ENERGY LIMITED CIN:L31200MP1999PLC Regd. Office : Survey no. 211/1, Opp. Sector C Metalman,Sanver Road Indurial Area, Indore ELECTRONIC VOTING PARTICULARS EVEN [e-voting Event Number] User Id Password Notes : 1. Please read e inructions given in e Notice of e 18 Annual General Meeting carefully before voting electronically. 2. The Remote e-voting Period Commences On 16 September, 2017 [09:00 A.M.] and ends on 18 September, 2017 [5:00 P.M.]. 97

103 UJAAS ENERGY LIMITED CIN:L31200MP1999PLC Regd. Office: Survey No. 211/1, Opp. Sector C & Metalman, Sanwer Road Indurial Area, Indore Form No. MGT-11 PROXY FORM [Pursuant to e Section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and Adminiration) Rules, 2014] Name of e Member(s): Regiered address: Id: Folio No. / *DP ID and Client ID: I/We, being e holder/s of equity shares of e Ujaas Energy Limited, hereby appoint: 1. Name: Id: Address: Signature:, or failing him/her 2. Name: Id: Address: Signature:, or failing him/her 3. Name: Id: Address: Signature:, or failing him/her As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 18 Annual General Meeting of e Company, to be held on Tuesday, September 19, 2017 at 03:30 p.m. at e Corporate Office of e Company situated at NRK Business park, Vijay Nagar Square, Indore. (M.P) and at any adjournment ereof in respect of such resolutions as are indicated below: S.No Particulars 1. Consider and adopt e audited andalone and consolidated financial atements, Reports of e Board & Auditors for e year ended 31 March, Declare Final Dividend of Re. 0.05/- on Equity Share of Re. 1/- each for e financial year ended March 31, Re-appointment of Mr. Anurag Mundra (DIN: ) as a Director who retires by rotation. 4. Appointment of Statutory Auditors and to fix eir remuneration for e financial year Approval for Related Party Transaction. 6. Issue of furer securities by e Company *Applicable for inveors holding shares in electronic form. Signed is day of 2017 For Again Signature of Shareholder Note: This Form of Proxy in order to be effective should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e Meeting. Affix 1 Rupee Revenue Stamp 99

104 ROUTE MAP TO THE AGM Venue: 701, NRK Business Park, Vijay Nagar Square, Indore UJAAS ENERGY LIMITED MR 10 VIJAY NAGAR SQUARE UJAAS ENERGY LIMITED MR 10 LIG Main Road A.B. Road LIG SQUARE A.B. ROAD Indore Railway Station REGAL SQUARE Madhumilan Road YN Road M.G. ROAD HIGH COURT SQUARE HUQUMCHAND GHANTAGHAR SQUARE OLD PALASIA M.G. ROAD Geetabhawan Road OLD PALASIA ROAD TILAK NAGAR ROAD Landmark: Next to Mangal City Mall Diance from Railway Station: 7 K.M. Diance from Airport : 15 K.M.

105 Return if not delivered : UJAAS ENERGY LTD. Corporate Office : 701-A, NRK Business Park, Vijay Nagar Square,INDORE (M.P.) Tel.: , Fax : , Website : CIN : L31200MP1999PLC BALAJI ENT