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<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 CompanysAffairs/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 Boards
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 Boards functioning, individual Directors
effectiveness and contribution to the Boards 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 companys 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 (JVs) 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 Kendras. 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 companys
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 companys 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 companys
long-term strategy and driving a sustainable performance. As a growing enterprise, the
companys 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
companys 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 Companys corporate website and can be
accessed through the link www.Urjaglobal.in.
19. Directors 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 Companys 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 Directors 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 arms length basis and were in the and companys 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 Companys 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 Companys corporate website 23. The objective of the Companys
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 Companys 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 Companys 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 Companys 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. DirectorsResponsibilityStatement
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
Companys 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 Companys
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.
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On behalf of the Board of Directors |
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URJA GLOBAL LIMITED |
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Sd/- |
Sd/- |
| Place: New Delhi |
Mohan Jagdish Agarwal |
Yogesh Kumar Goyal |
| Date: 02.08.2025 |
Managing Director |
Whole Time Director |
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