Integrated Filing-Governance



General information about company

Scrip Code 532376
NSE Symbol UMIYA-MRO
MSEI Symbol NOTLISTED
ISIN INE398B01018
Name of the entity UMIYA BUILDCON LIMITED
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2025
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity NOT APPLICABLE
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity NOT APPLICABLE
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity NOT APPLICABLE
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity NOT APPLICABLE
Risk management committee No
Market Capitalisation as per immediate previous Financial Year Any other
Is SCORE ID Available ? Yes
SCORE Registration ID M00304
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO Yes Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. ANIRUDDHA BHANUPRASAD MEHTA AABPM6682M 00720504 Executive Director Chairperson MD 17-Apr-1961 No Active NA 08-Aug-2016 22-May-2024 1 0 0 0
2 Mrs. GAURI ANIRUDDHA MEHTA AAEPM2691K 00720443 Non-Executive - Non Independent Director Not Applicable 14-Jan-1964 No Active NA 08-Aug-2016 09-Aug-2024 1 0 2 0
3 Mr. SUDHIR KUMAR HASIJA AKKPS7295P 00157168 Non-Executive - Non Independent Director Not Applicable 01-Jun-1956 No Active NA 13-Aug-2021 07-Sep-2023 1 0 0 0
4 Ms. NICOLA NEELADRI ACWPN4132G 01997936 Non-Executive - Independent Director Not Applicable 01-Jan-1978 No Active NA 15-Jun-2020 57.16 2 2 2 0
5 Mr. H S VENKATESH AAHPV2269D 01776040 Non-Executive - Independent Director Not Applicable 02-Dec-1955 No Active NA 15-Jun-2020 57.16 2 2 4 3
6 Mrs. NEELA MANJUNATH AAWPM7650C 06981005 Non-Executive - Independent Director Not Applicable 12-Jan-1961 No Active NA 30-Sep-2021 42 1 1 2 1
7 Mr. RAGHU NAMBIAR AAGPN6257N 07325471 Non-Executive - Independent Director Not Applicable 30-Jan-1964 No Active NA 14-Jan-2025 2.18 1 0 0 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 01776040 H S VENKATESH Non-Executive - Independent Director Chairperson 15-Jun-2020
2 06981005 NEELA MANJUNATH Non-Executive - Independent Director Member 30-Sep-2021
3 00720443 GAURI ANIRUDDHA MEHTA Non-Executive - Non Independent Director Member 08-Aug-2016



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06981005 NEELA MANJUNATH Non-Executive - Independent Director Chairperson 30-Sep-2021
2 00720443 GAURI ANIRUDDHA MEHTA Non-Executive - Non Independent Director Member 08-Aug-2016
3 01997936 NICOLA NEELADRI Non-Executive - Independent Director Member 15-Jun-2020



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 06981005 NEELA MANJUNATH Non-Executive - Independent Director Chairperson 30-Sep-2021
2 00720443 GAURI ANIRUDDHA MEHTA Non-Executive - Non Independent Director Member 08-Aug-2016
3 01776040 H S VENKATESH Non-Executive - Independent Director Member 15-Jun-2020



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 13-Nov-2024 Yes 6 6 3
2 17-Jan-2025 64 Yes 6 6 3
3 14-Feb-2025 27 Yes 7 6 4
4 12-Mar-2025 25 Yes 7 6 4



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Nomination and remuneration committee 13-Nov-2024 Yes 3 3 2 3
2 Audit Committee 13-Nov-2024 Yes 3 3 2 3
3 Audit Committee 17-Jan-2025 64 Yes 3 3 2 3
4 Stakeholders Relationship Committee 17-Jan-2025 Yes 3 3 2 0



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) NA
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Prashanth S
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of LODR Regulation
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1.1 Details of business Yes https://www.mro-tek.com
1.2 Memorandum of Association and Articles of Association Yes https://www.mro-tek.com
1.3 Brief profile of board of directors including directorship and full time positions in body corporates Yes https://www.mro-tek.com
2 Terms and conditions of appointment of independent directors Yes https://www.mro-tek.com
3 Composition of various committees of board of directors Yes https://www.mro-tek.com
4 Code of conduct of board of directors and senior management personnel Yes https://www.mro-tek.com
5 Details of establishment of vigil mechanism or whistle blower policy Yes https://www.mro-tek.com
6 Criteria of making payments to non-executive directors Yes https://www.mro-tek.com
7 Policy on dealing with related party transactions Yes https://www.mro-tek.com
8 Policy for determining material subsidiaries Yes https://www.mro-tek.com
9 Details of familiarization programmes imparted to independent directors Yes https://www.mro-tek.com
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.mro-tek.com
11 Email address for grievance redressal and other relevant details Yes https://www.mro-tek.com
12 Financial results Yes https://www.mro-tek.com
13 Shareholding pattern Yes https://www.mro-tek.com
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet NA
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity Yes https://www.mro-tek.com
17 Advertisements as per regulation 47 (1) Yes https://www.mro-tek.com
18 Credit rating or revision in credit rating obtained Yes https://www.mro-tek.com
19 Separate audited financial statements of each subsidiary of the listed entity Yes https://www.mro-tek.com
20 Secretarial compliance report Yes https://www.mro-tek.com
21 Materiality policy as per regulation 30 (4) Yes https://www.mro-tek.com
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.mro-tek.com
23 Disclosures under regulation 30(8) Yes https://www.mro-tek.com
24 Statements of deviation(s) or variations(s) as specified in regulation 32 NA
25 Dividend distribution policy as specified in regulation 43A (1) NA
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes https://www.mro-tek.com
26.2 Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes https://www.mro-tek.com
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.mro-tek.com
29 Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) Yes
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) Yes
3 Meeting Of Board Of Directors 17(2) Yes
4 Quorum of board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of Nomination and Remuneration Committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes
23 Meeting of Stakeholders Relationship Committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) NA
26 Meeting of Risk Management Committee 21(3A) NA
27 Quorum of Risk Management Committee meeting 21(3B) NA
28 Gap between the meetings of the Risk Management Committee 21(3C) NA
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5), (6), & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
32 Approval for material related party transactions 23(4) Yes
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) NA
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) NA
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) Yes
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) Yes
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
47 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) Yes
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) Yes
Any other information to be provided - Add Notes



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided



Annexure II
1 Name of signatory Prashanth S
2 Designation Company Secretary and Compliance Officer



Additional Half yearly Disclosure
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory Prashanth S
Designation of person Company Secretary and Compliance Officer
Place Bangalore
Date 10-Apr-2025


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 1
No. of investor complaints disposed off during the Quarter 1
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute