Urja Global Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

To the Members of URJA GLOBAL LIMITED together with the Audited Financial Statements for the financial year ended on March 31, 2025 ("the year under review" or "the year" or The Board presents 33rd Annual Report of the Company ‘URJA GLOBAL LIMITED’ on the business and operations of the Company "FY 2024-25"). The consolidated performance of the Company and its subsidiaries has been referred to whenever required. of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). This report is in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board

1. Financial The financial highlights are set out below: (In Rs.) Highlights

Particulars	Standalone		Consolidated
Year ended	March 31,	March 31,	March 31,	March 31,
Total Revenue	514,745,045 2025	445,382,715 2024	684,915,383 2025	459,595,371 2024
Less: Total Expenditure Profit before depreciation finance Costs & tax	493,303,786 21,441,259	419,235,152 26,147,563	654,626,154 30,289,229	421,557,257 38,038,114
Less: Finance Costs Less: Depreciation & amortization expenses	632,706 -	334,024 -	6,214,100 3,790,363	6,641,131 2,940,809
Profit/(Loss) before tax Less: Provision for Tax	20,808,553 6,413,800	25,813,539 7,935,000	20,284,766 6,413,800	28,456,174 7,961,597
Add: Deferred Tax Liability	17,408	86,514	-53,198	-144,838
Profit for the year (before adjustment of Minority of interest/	14,412,161	17,792,024	13,817,768	20,349,739
Pre-acquisition profit Associates)	-	-	-	-
Minority interest	-	-	1,101,966	-5,000
Profit for the year (after adjustment of Minority of interest/ Associates)	14,412,161	17,792,024	12,715,802	20,354,739

 

2. Stateof During the financial year 2024-25, total Company’sAffairs/ReviewofOperations revenue on standalone basis increased to Rs. 5147.45 Lakhs against 4453.83 Lakhs in decreased to Rs. 144.12 Lakhs against 177.92 in the previous year, thereby registering a decrease of Profit after tax by 19%. the previous year, thereby registering the increase of Total Revenue by 15.57%. The Profit after tax (PAT) for the current year is thereby registering the increase of Total Revenue by 49.02% However, group registered the Profit after Tax 138.18 Lakhs against Rs.On a consolidated basis, the group achieved Revenue of Rs. 6849.15 Lakhs against Rs. 4595.95 Lakhs during the previous year, 203.50 Lakhs in the previous year, thereby registering a decrease in Profit after tax by 32.10%. marketing, increasing brand awareness and brand equity through advertisement campaign etc. Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic

3. BoardEvaluation Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members Policy is in place. A structured questionnaire by an independent external agency covering various aspects of the Board’s functioning, and individual Directors were separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of of the Board for the Financial Year 2024-25. Based on the responses received, the Board as a whole, the Committees, the Chairperson Directors. meeting of Independent Directors held on March 03, 2025 without the attendance of Non-Independent Directors and members The process of review of Non-Independent Directors, the Board as a whole and also its committees were undertaken in a separate the Executive Directors, Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of evaluated, evaluated the performance of each Independent Director. timeliness of information required for the Board to perform its duties properly. The entire Board, excluding the Director being Board’s functioning, individual Director’s effectiveness and contribution to the Board’s functioning in the Financial Year 2024-25 asBased on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of

4. Share During the year under review, there was no change in the Share Capital of the Company.Capital

5. Dividend In order to conserve cash and ensure liquidity for the operations for the Financial Year 2025-26, the Board of Directors decided not to recommend any dividend to the shareholders for the Financial Year 2024-25. the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ Pursuant to the provisions of SEBI Listing Regulations, the Company had formulated a Dividend Distribution Policy, which sets out or retaining profits earned. The said Policy is available on the website of the Company atand-62-of-sebi.php. https://www.urjaglobal.in/regulation-46-

6. Reserves The board of directors has decided to retain entire amount of profit in the profit and loss account. Accordingly, the company has not transferred any amount to the "Reserves" for the year ended March 31, 2025.

7. Public During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning Deposits of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. ParticularsofLoans,GuaranteesandInvestments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act forms integral part of the Standalone Financial Statement provided in this Annual Report.

9. AuditedFinancialStatementsoftheCompany&itsSubsidiaries The Board of Directors of your Company at its meeting held on May 21, 2025 approved the Audited Financial Statements for the Statements of your Company for the FY 2024-25, have been prepared in compliance with applicable Indian Accounting Standards FY 2024-25 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. subsidiaries in Form AOC-1 is attached to the financial statements of the company.As per provision of Section 129(3) of the Act, a statement containing the salient features of the financial statement of company’s of the company, along with relevant documents and separate audit accounts in respect of the subsidiaries, are available on the In accordance with provisions of Section 136 of the Act, the Standalone financial statements and consolidated financial statements the shareholders of the company on specific request made to it in this regard by the shareholders. website of the company. The company will provide the annual accounts of the Subsidiaries and the related detailed information to

 

10. Subsidiaries/ Joint Ventures/Associates The Company has 3 Subsidiary Companies. There are no Joint Ventures (JV’s) and Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

 

The details of the subsidiaries aregivenbelow:

a. Standby Power Solutions. M/sUrjaBatteriesLimited, a subsidiary of the Company and a leading manufacturer of lead acid batteries for Industrial, Solar and

b. of the land available with the Company for residential buildings and commercial office complexes.M/sSahuMinerals&PropertiesLimited, a subsidiary Company of the Company which is engaged in the business of development

 

c. connect, E health & E education etc. at Urja Kendra’s. M/sUrjaDigitalWorldLimited, a subsidiary of the Company which will carry out the online business of E- Urja, E vehicles, E Limited" and "Urja Batteries Limited" as unlisted subsidiary companies of the Company as "material subsidiary" for the Financial Year In accordance with regulation 16 read with regulation 24 of the listing regulations, the Board identified "Sahu Minerals and Properties 2024-25 (based on Income/Net worth in the preceding accounting year 2023-24).

Therefore, in accordance with Regulation 24A of the listing regulations, Secretarial Audit of the records of the unlisted material Siddiqui & Associates, Practicing Company Secretary for the Financial Year 2024-25. The Secretarial Audit Report submitted by the subsidiary, M/sSahuMineralsandPropertiesLimitedandUrjaBatteriesLimited incorporated in India was conducted by M/s Practicing Company Secretary does not contain any qualification, reservation, or adverse remark. The Secretarial Audit Report of M/s Sahu During the year Minerals and under review, none of the existing subsidiaries ceased to be subsidiaries of the Company. There has been no major change Properties Limited and Urja Batteries Limited is annexed and forms part of the Annual Report. in the nature of business of your Company and its subsidiaries.

 

11. CorporateGovernance The company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same operations, performance, material corporate events as well as on the leadership and governance matters relating to the company. transparently. The board is conscious of its inherent responsibility to disclose timely and accurate information on the company’s Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices and the The company has complied with the requirements of the Securities and Exchange Board of India (Listing obligation and Disclosure on the website of the company atAuditors’ certificate on the compliance of mandatory requirements thereof are given as an annexure to this report and also available https://www.urjaglobal.in/index.html

 

12. Human The company’s Human Resources (HR) management practices ensure fair and reasonable process that are compliant with regulatory Resources and aids them with tools that help in continuously learning and the development of new skills. and governance requirements. The company has developed a management framework that focuses on holistic growth of employees talent, thus supporting the company’s long-term strategy and driving a sustainable performance. As a growing enterprise, the company’s HR policies and Industry-leading remuneration practices aims to attract and retain top value-driven organizational culture. The company finds it imperative to follow policies and regulations that produce an unbiased Finding, retaining and developing the right talent has always been a core strategy in order to maintain high-productivity and a and safe working environment. skills, educate employees on varied topics and recognize and reward top performers. In the last fiscal, the company focused on building systems and tolls that help track career paths, provide guidance to develop new

 

13. Extract Pursuant to Section 92(3) of the Act, the Annual Return for the financial Year ended on March 31, 2025 shall be uploaded on the of Annual Return website of the Company and can be accessed through the link www.Urjaglobal.in.

14. BoardDiversity The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

15. DeclarationbyIndependentDirectors The company has received necessary declaration from each of the Independent Directors under section 149(7) of the company’s of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on such act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 under the Act, the rules made there under and Listing Regulations and are independent of the Management of the company. confirmation/ declarations, in the opinion of the board, the independent Directors of our company fulfill the conditions specified

 

16. Board During the year under review total Five (5) Board Meetings were held and the gap between two meetings did not exceed 120 days.Meetings The Board meetings were held on:

S. No. of Meeting	Wednesday DAY	nd DATE
01/2024-25	Tuesday	22 30th May, 2024
02/2024-25		25th July, 2024
03/2024-25	Monday Friday	13th October, 2024 January, 2025
04/2024-25	Tuesday	10th March, 2025
05/2024-25

 

prescribed time limit under the Act.

17. As on March 31, 2025, the committee comprised of two independent directors i.e. Ms. Payal Sharma (Chairperson) and Dr. Mukul Audit Committee included in the corporate Governance Report. During the year under review, all recommendation made by the committee were Jain (Member) and one executive director i.e., Mr. Mohan Jagdish Agarwal (Member). The power and role of the committee are accepted by board.

 

18. Nomination&RemunerationCommittee Your Company has in place the Nomination, Remuneration Committee which performs the functions as mandated under the Act and and remuneration of Directors, Key Managerial Personnel (KMP) of the company, criteria for determining qualifications, positive In terms of the Act and the Listing Regulations, the Board of Directors of the Company has framed and adopted a policy on appointment per the terms laid down in the policy. The managing Director of your company does not receive remuneration or commission from attributes, independence of a director and other related matters. The remuneration paid to Directors, KMP of the company are as any subsidiaries of your company. The Policy of Nomination and Remuneration committee is also made available on the Company’s corporate website and can be accessed through the link www.Urjaglobal.in.

19. Director’s and Key Managerial Personnel

19.1 APPOINTMENT The directors of the Company are appointed by the shareholders at General Meetings. All Directors, except Independent Directors, AND TENURE if eligible, generally offer themselves for re-election, in accordance with the provisions of section 152 of the Companies Act, 2013 are subject to retirement by rotation and at every Annual General Meeting, 1/3rd of such Directors as are liable to retire by rotation, their contracts of services with the Company. and that of the Articles of Association of the company. The executive Directors on the Board serve in accordance with the terms of

 

19.2 BOARD Matching the needs of the company and enhancing the competencies of the board are the basis for the Nomination and Remuneration MEMBERSHIP CRITERIA and Remuneration Committee: Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination relationships, diversity of gender, background, professional skills and personal qualities required to operate successfully in the Assess the appointee against a range of criteria including qualification, age, experience, positive attributes, independence, position and has discretion to decide adequacy of such criteria for the concerned position; caste, creed or gender. Assess the appointee on the basis of merits, related skills and competencies. No discrimination is made on the basis of religion,

S.No	Name of Director	DIN	Designation	Initial Date of appointment	No. of Board Meetings to be Held	No. of Board meetings attended	Attendance at the last AGM	No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)	No of Independent Director ship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regu lations	Number of member ships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regu lations)	No. of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)
1.	Agarwal Jagdish Mohan	07627568	Managing Director	11-08-2021	5	4	Present	1	0	2	0
2.	Yogesh Kumar Goyal	01644763	Whole-Time Director	12-05-2012	5	5	Present	1	0	1	0
3.	Gajanand Gupta	01819397	Non-Executive Director 03-03-2023	5	5	Present	1	0	0	0
4.	Mita Sinha	08067460	Independent Director	14-02-2018	5	2	Present	1	1	0	0
5.	Sharma Payal	07190616	Independent Director	27-05-2020	5	5	Present	1	1	2	2
6.	Prasad Rao Gopalsetty	07119450	Independent Director	30-07-2024	5	2	Present	1	1	0	0
7.	Mukul Jain	07187651	Independent Director	31-07-2024	5	3	Present	3	3	2	0

 

19.3 BOARDCOMPOSITION,CATEGORYOFDIRECTORS,MEETINGANDATTENDANCERECORDOFEACHDIRECTORS: The company has a balanced Mix of executive and Non-executive Independent Directors. As on March 31, 2025, the board of is non-executive director of the company. The number of Independent Directors is 4 which are in compliance with the stipulated directors comprises of 7 Directors out of which 4 are non-Executive Independent including two woman directors. The Chairman and experience to the Board thereby ensuring the best interest of stakeholders and the company. A brief profile of the Directors is One-third of the total Number of Directors. All independent Directors are persons of eminence and bring a wide range of expertise available on the Company’s Website www.urjaglobal.in. and under Regulation 16(1)(b) of the SEBI (LODR) Regulations. All Independent Directors meet with the criteria of Independence as prescribed both under sub-section (6) of section 149 of the Act companies Act, 2013. None of the Directors on the Board are Director/Independent Director of more than seven listed entities and No Director is related to any other director on the board in terms of the definition of "relative" as defined in section 2(77) of the none of the Whole-time Directors are independent Directors of any Listed Company. in Regulation 26 of SEBI (LODR) Regulations) across all the public companies in which he/she is a director. The necessary disclosures None of the Directors on the Board is a member of more than 10 Committees or chairperson of more than 5 committees (as specified of Schedule II of SEBI (LODR) Regulation is being made available to the Board. regarding committee position in other public companies have been made by the directors. The Information stipulated under Part A during financial year 2024-25 and at the last Annual General Meeting (AGM) as also the number of directorships, committee The details of composition of the Board as at March 31, 2025, the attendance record of the Directors at the Board Meetings held Chairmanships and Memberships held by them in other public companies has already been provided.

Executive Mr. Yogesh Kumar Goyal (Whole-time Director) and Mr. Mohan Jagdish Agarwal (Managing Director) are 2 Executive directors & Non-Executive Director Company in Financial Year 2024-25. and Dr. Gajanand Gupta is non-executive director on the board. There is no change in the composition of executive director of the Independent The term of Ms. Payal Sharma as Independent Director expired on May 26, 2025. Director Dr. Gopalsetty Prasad Rao was appointed for an initial term of 5 years commencing from 30th July, 2024 up to 29th July 2029. Dr. Mukul Jain was appointed for an initial term of 5 years commencing from 30th July, 2024 up to 29th July 2029.

Company, accordingly she also ceases to be the Member of the Audit Committee of the Board. The term of Ms. Nivedita Ravindra Sarda ended on February 17, 2025 due to not be in position to devote time to the affairs of the Director’s In accordance with the Act and the Article of Association of the Company, Mr. Mohan Jagdish Agarwal, Managing Director (DIN: retiring by Rotation Director. Accordingly, the re-appointment of Mr. Mohan Jagdish Agarwal as Managing Director is being placed for the approval of the 07627568) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as the Notice convening the ensuing AGM. Members at the ensuing AGM. A brief profile of Mr. Mohan Jagdish Agarwal along with other related information forms part of the Key Managerial Ms. Priyanka was Group Company Secretary & Compliance Officer of the Company for the Financial Year 2024-25, who resigned Personnel from her post with effect from 21 Mr. Sushil Prajapati, Chief Financial Officer of the Company, tendered his resignation with effect from February 28, 2025. Further, in st May, 2025. the board meeting held on dated 10 Company. th March, 2025, Mr. Sachin Kumar Agrahari was appointed as Chief Financial Officer (CFO) of the 2024. Mr. Sushil Kumar Dubey was Chief Executive Officer of the company for the Financial Year 2024-25 who was appointed on 22nd May, 20. RelatedPartyTransactions All Transactions with the related parties are placed before Audit and Risk Management Committee ("the committee") for its ordinary course of business and in accordance with the provisions of the Act and the rules made there under, the listing regulations approval. All related party transactions that were entered into during the FY 2024-25 were on an arm’s length basis and were in the and company’s policy on Related Party transactions. Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.During the year there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Accordingly, no disclosure is made in respect of related party transaction in Form AOC-2 in terms of Section 134 of the Act and Rules the Company at www.Urjaglobal.in.

 

21. Auditors

21.1. STATUTORY M/s Uttam Abuwala Ghosh & Associates, Chartered Accountants (Registration No. 111184W) was Statutory Auditors of the AUDITORS

Company for the financial year 2024-25, was appointed in 30th Annual General Meeting of the Company to hold the office till the conclusion of this 35th Annual General Meeting of the Company.

 

Auditors’ The Report of Auditors of the Company Report qualified opinion on accounts of the Company from the Statutory Auditors. Accounts of the Company- Standalone and Consolidated with Subsidiary Companies forms part of this report. The report contains M/SUTTAMABUWALAGHOSH&ASSOCIATES, Chartered Accountants on the Annual The notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and need no further comments. The Auditors during the performance of their duties have not identified any offence of fraud committed by the Company or its Reportonfraudsu/s143(12)oftheAct officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

 

21.2. INTERNAL Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the AUDITOR

Anurag & Company. Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company M/s. Mishra conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Act for the The Board of Directors of the Company has appointed M/s Mishra Anurag & Company, Chartered Accountants (FRN: 031607N), to FY 2024-25.

21.3. SECRETARIAL Pursuant to the provisions of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) AUDITORS

Secretarial Audit of the Company for the Financial Year 2024-25. Rules, 2014, the Board of Directors has appointed M/s Siddiqui & Associates Practicing Company Secretaries for conducting Company’s Material Unlisted Subsidiary Company incorporated in India and its Secretarial Audit Report is to be annexed with the Pursuant to SEBI (Listing Obligations & Disclosure Requirements Regulations), 2015 the Secretarial Audit is to be conducted of the Secretaries for conducting Secretarial Audit of the Material Unlisted Subsidiary Entity i.e. Sahu Minerals & Properties Limited and Annual Report of the Listed Entity. Therefore, the Board of Directors had appointed M/S Siddiqui & Associates Practicing Company Urja Batteries Limited for the Financial Year 2024-25.

The Secretarial Audit Report of both the Companies for Financial Year 2024-25 is annexed herewith as "Annexure-B" 22. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and ParticularsofEmployees the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures pertaining to ratio of Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the said Rules are annexed to this report as " Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid Annexure-A" by the Members. The Members desiring inspection/ interested in obtaining copy thereof, may write to the Company Secretary at information is being sent to the members of the Company and others entitled thereto. The said information is available for inspection www.urjaglobal.in. cs@urjaglobal.in. The Annual Report including the aforesaid information is made available on the Company’s corporate website 23. The objective of the Company’s Corporate Social Responsibility (‘CSR’) initiatives is to improve the quality of life of communities CorporateSocialResponsibility of the Company. For decades, the Company has pioneered various CSR initiatives. The Company continues to address societal through long-term value creation for all stakeholders. The Company’s CSR policy provides guidelines to conduct CSR activities review, the Company has impacted the lives of people from the most vulnerable sections of society. challenges through societal development program and remains focused on improving the quality of life. During the year under 2013. During the year under review, your Company is not required to spend on CSR activities under section 135 of the Companies Act,

 

24. Energyconservation,Technologyabsorptionandforeignexchangeearnings andoutgo The information required Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect integral part of this report. to Conservation of Energy, Technology absorption and Foreign Exchange Earnings Outgo is provided in "Annexure-C" and forms an

 

25. Risk Management & Internal Control System and their Adequacy

Risk Management

Further such system ensures smooth and efficient operations of the business. The Company has in the light of the Covid-19 pandemic outbreak, reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, Your Company has established a robust risk management system to identify, assess the key risks and mitigate them appropriately. stakeholders from both the external and the internal environment perspective. On the basis of this review, appropriate actions have legal compliance and other risks which may affect or has affected its operations, employees, customers, vendors and all other been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor such risks on a regular basis. management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk businesses and functions are systematically addressed through mitigating actions on a continuing basis. effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the The details of the Risk Management Policy is explained in the Corporate Governance Report and also posted on the website of the

Company at www.urjaglobal.in.

 

Internal financial controls are an integral part of the risk management process, addressing financial and financial reporting risks.controlsystem&theiradequacy internal financial controls, through a combination of entity level controls, process level controls and IT general controls, inter-alia, The internal financial controls have been documented and embedded in the business processes. The Company has laid down completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding to ensure orderly and efficient conduct of business, including adherence to the Company’s policies and procedures, accuracy and of assets, prevention and detection of frauds and errors. investments are safeguard against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly., Chartered Accountants, Internal Auditors of the Company, submit their report periodically which is M/s placed before the Board and reviewed by the Audit Committee.

 

MishraAnurag&Company 26. VigilMechanism Your Company has established a Vigil Mechanism and adopted a Whistle Blower policy in line with the Regulations 18 and 22 of matters such as unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy or any the Listing Regulations and Section 177 of the Act. Under this Policy, the Whistle Blower can raise concerns relating to reportable encourages reporting genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle other malpractice, impropriety or wrongdoings, illegality, of regulatory requirements. The mechanism adopted by the Company or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The guidelines are Blower, who avail of such mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate that concern.designed to ensure that stakeholders may raise any concern on integrity, value adherence without fear of being punished for raising The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at www.urjaglobal.in

27. Directors’ResponsibilityStatement

Pursuant to Section 134(5) of the Act, the Directors state that: a) followed along with proper explanation relating to material departures, if any; In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been b) are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that of the profit and loss of the Company for the year ended March 31, 2025; c) of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions d) The annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis; e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were f) adequate and operating effectively. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were

 

28. POLICYONSEXUAL HARASSMENTOFWOMENATWORKPLACE Prevention of Sexual Harassment (POSH) the Company continues to follow all the statutory requirements and guidelines in line with framed thereunder. The POSH Committee established as per the statutory requirements, continues to operate in every Unit and at the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules this regard is initiated post detailed review of the matter. The Company stands strong against any kind of sexual harassment and has the registered office. In case of any instances, employees are advised to approach the internal Committee and appropriate action in zero tolerance for sexual harassment at workplace.

Number of Complaints disposed of during the year and cases pending for more than 90 days stand nil. The policy on prevention of During the year under review Company has not received complaints of sexual harassment from any employee of the Company. Thus, sexual harassment at the workplace as approved by the Board is uploaded on the Company’s website at www.urjaglobal.in

29. MATERIAL As prescribed under Section 134(3) of the Companies Act 2013, there were no material changes and commitments affecting the CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR the date of this Report. financial position of the Company which occurred between the ends of the financial year to which this financial statement relates on

30. SIGNIFICANT Following below is the significant and material orders were passed by regulators or courts or tribunals which could impact the AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS going concern status and Company’s operation in future. 1. restriction on the company for 2 years. A SEBI order no. WTM/AB/CFD/CMD-2/16388/2022-23 dated May 13, 2022 against the Company that imposed some 2. against the Company and certain officials, whereby monetary penalties were imposed. The Company, along with the An Adjudication Order bearing reference No. Order/AS/RM/2024-25/31149-31166 dated January 29, 2025, was passed concerned officials, has filed an appeal before the Securities Appellate Tribunal challenging the said order.

 

31. MANAGEMENT DISCUSSION AND ANALYSIS

Regulations is presented in a separate section forming part of the Annual Report. The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing

 

32. Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR’) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT section of the Annual Report.on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate

 

33. During the year under review, your Company has complied with the Secretarial Standards 1 and 2 on meetings of the Board of SECRETARIAL STANDARDS 2017 and notified by the Ministry of Corporate Affairs, in terms of Section 118 (10) of the Act. Directors and on General Meetings, respectively, issued by the Institute of Company Secretaries of India with effect from 1st October

 

34. Your Company is fully committed to upholding the rights and welfare of all its employees in accordance with applicable labor laws.COMPANYSTATEMENTONCOMPLIANCEWITH THEMATERNITYBENEFITACT,1961 from time to time. In line with this commitment, we hereby affirm our compliance with the provisions of the Maternity Benefit Act, 1961, as amended to: We ensure that all eligible women employees are granted maternity benefits as mandated under the Act, including but not limited Paid maternity leave of up to 26 weeks (or as applicable under the law), Additional leave in the event of illness arising out of pregnancy or delivery, Provision of nursing breaks, Protection from dismissal or discrimination during maternity leave, Provision of creche facilities (where applicable, in accordance with employee strength and workplace location). rights of women during and after pregnancy. We remain dedicated to creating an inclusive, supportive, and legally compliant work environment that respects and upholds the

 

35. Your Company is not required to ensure maintenance of cost records as specified by the Central Government under sub-section (1) MAINTENANCE OF COST RECORDS of section 148 of the Companies Act, 2013.

36. We thank our customers, business partners, suppliers, bankers and shareholders for their continued support during the year. We APPRECIATIONSANDACKNOWLEDGEMENT support and look forward to their continued support in the future.thank the Government of India, the State Governments where we have business operations and other government agencies for their Your Directors are also happy to place on record their sincere appreciation to the co-operation, commitments & contribution extended by all the employees of the "URJA" Family & look forward to enjoying their continued support & co- operation.

		On behalf of the Board of Directors
		URJA GLOBAL LIMITED
	Sd/-	Sd/-
Place: New Delhi	Mohan Jagdish Agarwal	Yogesh Kumar Goyal
Date: 02.08.2025	Managing Director	Whole Time Director