5269872026-08-255269872026-08-252026-08-25ResolutionOrAgendaDomain15269872026-08-25ResolutionOrAgendaDomain15269872026-08-252026-08-25ResolutionOrAgendaDomain25269872026-08-25ResolutionOrAgendaDomain25269872026-08-252026-08-25ResolutionOrAgendaDomain35269872026-08-25ResolutionOrAgendaDomain35269872026-08-252026-08-25ResolutionOrAgendaDomain45269872026-08-25ResolutionOrAgendaDomain45269872026-08-252026-08-25ResolutionOrAgendaDomain55269872026-08-25ResolutionOrAgendaDomain55269872026-08-252026-08-25ResolutionOrAgendaDomain65269872026-08-25ResolutionOrAgendaDomain65269872026-08-252026-08-25ResolutionOrAgendaDomain75269872026-08-25ResolutionOrAgendaDomain75269872026-08-252026-08-25ResolutionOrAgendaDomain85269872026-08-25ResolutionOrAgendaDomain85269872026-08-252026-08-25ResolutionOrAgendaDomain95269872026-08-25ResolutionOrAgendaDomain9xbrli:pureURJA GLOBAL LIMITEDURJANew2026-09-2211:00:002026-08-25Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)1Tuesday2026-09-2211:00:00New Delhi9Ordinary ResolutionAdoption of Financial Statementsa) To consider and if thought fit, to pass the following Ordinary Resolution of Audited Standalone Financial Statements: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 along with the reports of the Board of Directors and Auditors thereon, be and is hereby approved and adopted. b) To consider and if thought fit, to pass the following Ordinary Resolution of Audited Consolidated Financial Statements: “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 along with the reports of the Board of Directors and Auditors thereon, be and is hereby approved and adopted. Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotationTo appoint director in place of Mr. Mohan Jagdish Agarwal (DIN: 07627568) Managing Director of the Company, who retires by rotation at the ensuing Annual General Meeting, and being eligible, offers his candidature for re-appointment. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the approval of the members of the company be and is hereby accorded to the re-appointment of Mr. Mohan Jagdish Agarwal (DIN: 07627568) Managing Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment, as a Director liable to retire by rotation.”Executive DirectorMr. Mohan Jagdish Agarwal076275682026-09-222027-09-30Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentAppointment of Dr. Anuradha Tomar (DIN: 11778442) as a Non-Executive Independent Director of the Company: To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Schedule IV thereto and the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, the approval of the Members of the Company be and is hereby accorded for the appointment of Dr. Anuradha Tomar (DIN: 11778442), who was appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from 05th August, 2026, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of five consecutive years, commencing from 05th August, 2026 and ending on 04th August, 2031.” RESOLVED FURTHER THAT any director of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.” Non-Executive - Independent DirectorDr. Anuradha Tomar117784422026-08-052031-08-041Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointment/Continuation under Reg. 17(1A) of SEBI LODRApproval for the continuation of Dr. Gopalsetty Prasad Rao (DIN: 07119450) as a Non-Executive Independent Director upon Attaining the Age of 75 Years To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, including any amendment(s), statutory modification(s) or re-enactment(s) made thereof for the time being in force and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded for the continuation of Dr. Gopalsetty Prasad Rao (DIN: 07119450) as a Non-Executive Independent Director of the Company upon attaining the age of 75 years. RESOLVED FURTHER THAT any director of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.” Non-Executive - Independent DirectorDr. Gopalsetty Prasad Rao071194502024-07-302029-07-291Special ResolutionOthersOthersApproval of UGL ESOP Scheme – 2026 “Urja For All”Approval for UGL ESOP Scheme - 2026 “Urja For All” (“Scheme”) To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Section 62(1)(b) and other applicable provisions of the Companies Act, 2013 [“Companies Act”], Regulation 6(1) and other applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [“SEBI (SBEB & SE) Regulations, 2021”], the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations”], and in accordance with the Memorandum and Articles of Association of the Company and applicable SEBI Regulations/Guidelines, subject to required approvals, consents, permissions and sanctions, the consent of the Shareholders be and is hereby accorded for approval of UGL ESOP Scheme - 2026 “Urja For All” (“Scheme”) and the Board of Directors (“Board”, including the Nomination and Remuneration Committee) be and is hereby authorised to create, grant, offer, issue and allot under the Scheme, in one or more tranches, not exceeding 56,00,000 (Fifty Six Lakhs) employee stock options (“Options”) (or adjusted figure for corporate actions/reorganization of capital) to or for the benefit of employees and/or directors of the Company, including employees and/or directors of its Subsidiary Company, whether incorporated in India or outside India, and such other eligible persons as permitted under applicable laws, exercisable into equal number of Shares of face value Re. 1/- each, on such terms and in such manner as the Committee may decide under applicable laws and the Scheme. RESOLVED FURTHER THAT the Scheme shall be administered by the Committee, designated as Compensation Committee in pursuance of the SEBI (SBEB & SE) Regulations, 2021, which shall have necessary powers for administration and implementation. RESOLVED FURTHER THAT the Scheme shall be implemented through direct route by way of fresh allotment from the Company to eligible employees. RESOLVED FURTHER THAT the Shares issued or allotted under the Scheme shall rank pari-passu in all respects with the then existing Shares of the Company. RESOLVED FURTHER THAT the Company shall conform to applicable Accounting Policies, Guidelines or Accounting Standards, including prescribed disclosure requirements. RESOLVED FURTHER THAT in case of corporate actions such as rights issues, bonus issues, stock splits, sub-division or consolidation of shares, merger, de-merger, reconstitution, spin-off, amalgamation or reclassification of capital, the outstanding Options shall be suitably adjusted for the number of Options and exercise price in a fair and reasonable manner, in accordance with the Scheme. RESOLVED FURTHER THAT the Board (including any Committee thereof), subject to compliance with the SEBI (SBEB & SE) Regulations, 2021 and other applicable laws, be and is hereby authorised to modify, change, vary, alter, amend, suspend or terminate the Scheme; appoint Advisors, Merchant Bankers, Consultants or Representatives; make applications to appropriate Authorities for requisite approvals; settle all questions, issues, difficulties or doubts; execute documents, writings, directions or instructions and do all acts necessary to give effect to the Scheme. RESOLVED FURTHER THAT any Director of the Company be and is hereby jointly and/or severally authorised, on behalf of the Company, to do all such acts, deeds, matters and things as may be necessary or desirable to give effect to these resolutions, including filing necessary forms with appropriate authorities, admission of Equity Shares allotted under the Scheme with the depositories, listing of Shares with the Stock Exchange(s), and to delegate all or any powers conferred herein to executives/officers of the Company and execute such documents as may be necessary in this regard.” Special ResolutionOthersOthersExtension of ESOP Grant to Employees of Subsidiary CompaniesApproval for extension of grant of Employee Stock Options to the employees of the subsidiary company, incorporated in India or outside India, of the company under the UGL ESOP Scheme - 2026 “Urja For All” (“Scheme”) To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the Section 62(1)(b) and other relevant provisions of the Companies Act, 2013 and other applicable provisions, if any, read with Rules made thereunder and other applicable provisions, if any and Regulation 6(3)(c) and other applicable provisions, if any, of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB & SE) Regulations, 2021”), relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”), the Memorandum of Association and Articles of Association of the Company and any other applicable and prevailing statutory Guidelines / Circulars in that behalf and subject further to such other approval(s), consent(s), permission(s), and / or sanction(s) as may be necessary from the appropriate regulatory authority(ies) / institution(s) and such conditions and modifications as may be prescribed / imposed by the appropriate regulatory authority(ies) / institution(s) while granting such approval(s), consent(s), permission(s) and / or sanction(s), the consent of the Shareholders of the Company be and is hereby accorded to Board of Directors (hereinafter referred to as the “Board of Directors” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee, which the Board of Directors has constituted to exercise its powers, including the powers, conferred by this resolution) to extend the benefits of UGL ESOP Scheme - 2026 “Urja For All” (“Scheme”) including the grant of Employee Stock Options (“Options”) thereunder, to or for the benefit of employees and/or directors of the Subsidiary Company, in India or outside India, of the Company and to such other persons as may, from time to time, be allowed to be eligible for the benefits of the Scheme (as permitted under the applicable laws from time to time) on such terms and in such manner as the Committee may decide in accordance with the provisions of the applicable laws and provisions of the Scheme. RESOLVED FURTHER THAT the Scheme shall be administered by the NRC of the Company who shall have all necessary powers as defined in the Scheme and is hereby designated as Compensation Committee in pursuance of the SEBI (SBEB & SE) Regulations, 2021, for the purpose of administration and implementation of the Scheme. RESOLVED FURTHER THAT the Shares to be issued or allotted by the Company to the eligible employees under the Scheme shall rank pari-passu in all respects with the then existing Shares of the Company. RESOLVED FURTHER THAT the Company shall conform to the applicable Accounting Policies, Guidelines or Accounting Standards as may be applicable from time to time, including the disclosure requirements prescribed therein. RESOLVED FURTHER THAT the Board (including any Committee thereof), be and are hereby authorised to do all such acts, deeds, and things, as it may, in its absolute discretion, deem necessary and to settle all such questions, difficulties or doubts whatsoever that may arise while implementing this resolution. RESOLVED FURTHER THAT the Board, be and are hereby also authorised to nominate and appoint one or more persons for carrying out any or all the activities that the Board are authorized to do for the purpose of giving effect to this resolution.” Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentApproval of the re-appointment of Mr. Mohan Jagdish Agarwal as Managing Director of the Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V thereto and the rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), the approval of the members of the company be and is hereby accorded for the re-appointment of Mr. Mohan Jagdish Agarwal (DIN: 07627568) as the Managing Director of the Company for a further term of five years, commencing from 13th November, 2026 and ending on 12th November, 2031, on the terms and conditions, including remuneration, as mutually agreed upon subject to the provisions of the Companies Act, 2013 and other applicable laws.” RESOLVED FURTHER THAT any director of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.” Executive DirectorMr. Mohan Jagdish Agarwal076275682026-11-132031-11-121Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentApproval of the re-appointment of Mr. Yogesh Kumar Goyal as Whole-Time Director of the Company To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V thereto and the Rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the members be and is hereby accorded for the re-appointment of Mr. Yogesh Kumar Goyal (DIN: 01644763) as the Whole-time Director of the Company for a further term of five years, with effect from 05th August, 2026 to 4th August, 2031 on the terms and conditions, including remuneration, as mutually agreed upon subject to the provisions of the Companies Act, 2013 and other applicable laws.” RESOLVED FURTHER THAT any director of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution.” Executive DirectorMr. Yogesh Kumar Goyal016447632026-08-052031-08-041Special ResolutionOthersOthersApproval for fund raisingTo consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to Sections 23, 41, 42, 62, 71 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, the Foreign Exchange Management Act, 1999, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws, rules, regulations, circulars and guidelines, and subject to the Memorandum and Articles of Association of the Company and requisite approvals, permissions, sanctions and consents, the consent of the Members be and is hereby accorded to the Board of Directors (“Board”, including any Committee thereof) to create, offer, issue and allot, in one or more tranches, in India and/or overseas, by way of public issue, preferential issue, qualified institutions placement, private placement or any other permissible mode, or combination thereof, equity shares and/or other eligible securities, including GDRs, FCCBs, convertible debentures, non-convertible debentures with warrants, warrants or securities convertible into or exchangeable for equity shares (collectively, “Securities”), to eligible resident or non-resident investors, including Qualified Institutional Buyers, Foreign Portfolio Investors, mutual funds, banks, financial institutions, venture capital funds and alternative investment funds, for an aggregate amount not exceeding USD 500 Million, as may be determined by the Board in accordance with applicable laws. RESOLVED FURTHER THAT the equity shares issued pursuant to the aforesaid issue shall rank pari passu in all respects with the existing equity shares of the Company, in accordance with applicable laws. RESOLVED FURTHER THAT where Securities are issued by way of Qualified Institutions Placement, such issue shall be made in accordance with Chapter VI of the SEBI ICDR Regulations, 2018, only to Qualified Institutional Buyers, at a price determined in accordance with the said Regulations, subject to permissible discount, if any, within the prescribed timelines and with the relevant date as prescribed under applicable SEBI ICDR Regulations. RESOLVED FURTHER THAT in the event of any bonus issue, rights issue, stock split, consolidation of shares, merger, amalgamation, restructuring, reclassification or other corporate action during the tenure of the Securities, appropriate adjustments shall be made to the number of Securities, conversion ratio and conversion price, in accordance with applicable laws. RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the terms and conditions of the issue, including size of Securities, timing, issue price, investors and listing; appoint merchant bankers, legal advisers, underwriters, registrars, depositories, custodians, trustees, bankers and other intermediaries; execute agreements and documents; file applications and obtain approvals; issue and allot equity shares upon conversion or exchange of Securities; and do all acts, deeds, matters and things necessary or expedient to give effect to this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorised to seek listing of the Securities and/or equity shares arising upon conversion thereof on one or more recognised Stock Exchanges in India and/or abroad, wherever applicable. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by this resolution to any Director of the Company, including taking necessary actions and executing documents, deeds and writings as may be required to give effect to this resolution.”