Dear Shareholders',

The Board of Directors hereby submits their 14th Annual report of the business and operations of United Polyfab Gujarat Limited, along with the audited financial statements, for the financial year ended March 31, 2024.

Financial Highlights:

The Company's audited standalone and consolidated financial statements as of March 31, 2024, have been meticulously prepared in accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the pertinent provisions outlined in the Companies Act, 2013 (the "Act"). This marks a significant milestone as it represents the Company's inaugural set of Ind AS- compliant annual financial statements. These statements include comparative figures of standalone and consolidated financial statements for the fiscal year ending March 31, 2023, also presented under the Ind AS framework.

(Amount Rs. In Lakhs)

1. FINANCIAL PERFORMANCE:

During the fiscal year under review, the total income of the Company on standalone basis was Rs. 91,131.43 Lakhs, as compared with previous year's total income of Rs. 65,350.36 Lakhs, representing a significant increase of 39.45% from the previous year. The Profit before Tax (PBT) for the financial year 2023-24 was Rs. 1,231.16 Lakhs, reflecting a substantial improvement from Rs. 806.51 Lakhs reported in the prior year. Additionally, the Net Profit after Tax (NPAT) for the period amounted to Rs. 664.13 Lakhs, marking an increase as compared to Rs. 536.06 Lakhs recorded in the previous year. This represents a 52.65% rise in PBT and a 20.65% increase in NPAT year-over-year.

For a more comprehensive analysis and commentary, you can refer to the detailed insights provided in the Management Discussion and Analysis section of this report.

2. DIVIDEND:

Keeping in mind the need to conserve resources, your directors do not recommend any dividend on Equity Shares for the year.

Further, the company was not required to formulate Dividend Distribution Policy in terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. RESERVES:

Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to reserve & Surplus account of the Company.

4. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

5. SHARE CAPITAL: o Authorized Capital

The present Authorized Capital of the Company is Rs.25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs.10/- each.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.22,95,15,500/- divided into 2,29,51,550 Equity Shares of Rs. 10/- each.

During the Financial Year 2023-24, the company vide its board resolution dated 26/12/2023, with reference to special resolution passed by the members of the company in EGM dated 09/12/2022 and on reciept of 75 % of the issue price of all share warrant holders, it converted 20,00,000 Equity Share Warrants into 20,00,000 Equity Shares of face value Rs. 10/- each at a premium of Rs. 52/- per share. The rights attached to such shares shall be pari-passu with the existing Equity Shares of the Company, the details of which are as under:

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.22,95,15,500/- divided into 2,29,51,550 Equity Shares of Rs.10/- each.

• No instances of share capital reduction, share buybacks, or capital transaction modifications arising from restructuring were reported.

• The issuance of equity shares with distinctive dividend, voting, or other rights did not occur.

• Sweat equity shares were not granted to directors or employees within the Company.

• The Company did not establish an Employees Stock Option Scheme for its workforce or directors.

• Throughout the fiscal year 2023-24, the Company refrained from allotting any securities, aside from equity shares and convertible equity warrants. Consequently, the necessity for securing a credit rating was not applicable to the Company during this period.

Further, entire equity share capital of the Company is listed at NSE Main board Platform.

6. UTILISATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

In the fiscal year 2023-24, the Company successfully secured funds amounting to Rs. 930 Lakhs via conversion of 20, 00,000 Convertible Equity Warrants into fully paid equity shares, priced at Rs. 62/- per shares. The company vide its board resolution dated 26/12/2023, with reference to special resolution passed by the members of the company in EGM dated 09/12/2022 and on reciept of 75 % of the issue price of all share warrant holders, it converted 20,00,000 Equity Share Warrants into 20,00,000 Equity Shares of face value Rs. 10/- each at a premium of Rs. 52/- per share. Notably, the entire sum of raised funds was employed in strict accordance with the stipulations outlined in the Offer Document and Special resolution ratified by shareholders during the Extra ordinary general meeting, via Virtual Conference (VC) or Other Audio-Visual Means (OAVM) held on December 09, 2022. The ensuing details provide a comprehensive overview:

(Rs. In Lakhs)

Further, there was no deviation/variation in the utilization of the funds raised through Preferential Issue.

Note: 20,00,000 warrants into Equity Shares are allotted on December 21,2022 on receipt of 25% of Total consideration i.e 25% of 3,10,00,000/- for which company has received in-principle approval dated December 02, 2022.

The warrants converted into equity shares are allotted on December 26, 2023 on receipt of 75% of Total consideration i.e 75% of 9,30,00,000/- for which company has received in-principle approval dated February 08, 2024.

7. LISTING:

The Equity Shares of the Company are listed on Main Board Platform of National Stock Exchange of India Limited w.e.f. December 31, 2021.

The Company had migrated to Main Board platform of NSE Capital Market from SME Platform of NSE Emerge. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023 -24.

8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness o f the accounting records and the timely preparation of reliable financial disclosures.

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is required to do CSR Expenditure for the financial year 2023-24 as Net profit of the Company exceeded the specified threshold in the preceding financial year 202223. However, Pursuant to Section 135 (9) of Companies Act, 2013, Where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. As the CSR Expenditure of the Company is not exceeding Rs. Fifty Lakhs, the Company has not constituted CSR Committee and the functions of CSR committees have been discharged by the Board of Directors of the Company. In compliance with the provisions of Section 135, the board of Directors of the Company has formulated CSR policy and the same has been placed on the website of the Company.

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. During the FY 2023-24, we have spent CSR obligation of Rs. 15,36,454/- (Rupees Fifteen Lacs Thirty Six Thousand Four Hundred Fifty Four rupees only) which is 2% of the average net profit of the past three financial years. The Company contributes CSR expenditure to Karmaputra Charitable Trust, Ahmedabad, for feeding cows, maintaing them and taking care of ill Cows and also helping them with surgeries in case of need and Live To Inspire Charitable Trust, Ahmedabad, to distribute sports kits and even help rural students and schools.

The Company's CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure "D" to this report. CSR Policy is available on the Company's Website at https://www.upgl.in/.

10.1 CONSTITUTION OF BOARD:

The Board of the Company comprises Six Directors out of which one is Promoter Executive Director, two are Promoter NonExecutive Director and Three are Non-Promoter Non-Executive Independent Directors. As on March 31, 2024, the Board comprised following Directors;

A Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies.

~ Excluding Foreign Companies, Section 8 Companies & struck off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 8 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

11.2 BOARD MEETING:

The meetings of the Board are scheduled at regular intervals, at least once in a quarter to decide and discuss on business performance, polices, strategies and other matter of significance. The schedules of meeting are circulated in advance to ensure proper planning and effective participation in meetings. Additional Board meetings are convened, as and when required.

During the year under review, Board of Directors of the Company met 9 (Nine) times on May 15, 2023, August 14, 2023, September 06, 2023, November 07, 2023, December 16, 2023, December 26, 2023, February 14, 2024, February 29, 2024 and March 28, 2024.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP- 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on March 29, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.upgl.in/policv/nomination-and-remuneration-policy. pdf

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

INFORMATION ON DIRECTORATE:

a) During the year under review, there was no change in Board Composition during the financial year 2023-24 and up to the date of this report.

b) Retirement by rotation and subsequent re-appointment.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Nirmalkumar Mangalchand Mittal (DIN: 01528758), Non-Executive Non-Independent Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment as such on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment as Director is annexed to the Notice convening the 14th annual general meeting.

KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Gagan Nirmalkumar Mittal is acting as Chairman and Managing Director of the Company.

Further, Mr. Mahesh Shankerlal Gupta acting as Chief Financial Officer of the company and Mr. Aziz Firojbhai Vanak, who was appointed as Company Secretary and Compliance officer of the Company has resigned with effect from December 16, 2023 & Mr. Dilip Matolia is appointed as Company Secretary and Compliance officer of the Company with effect from December 16, 2023.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Change in Registered office:

During the year, there was no change in Registered Office of the Company.

11. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

13. COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. AUDIT COMMITTEE:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held once in quarter and the gap between two meetings did not exceed one hundred and twenty days. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 5 (Five) meetings of the Audit Committee were held on 15.05.2023, 14.08.2023, 07.11.2023, 14.02.2024 and 29.02.2024. The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditors and Internal Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Co de of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www.upgl.in/policy/vigil-mechanism.pdf.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met 3 (Three) meeting of the Nomination & Remuneration Committee was held on 06.09.2023, 16.12.2023 & 14.02.2024.

The composition of the Committee and the details of meetings attended by its members are given below:

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

Salient Features of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://upgl.in/policv/Nomination%206%20Remuneration%20Policv-Final.doc

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2023-24 to Executive Directors/Directors of the Company is provided in Form MGT-7 which is available on the website of Company's on https://upgl.in/mgt/DRAFT%20MGT%207%202023- 24.pdf.

C. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non -receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz. the year 4 (Four) meetings of Stakeholder Relationship Committee were held on 15.05.2023, 14.08.2023, 07.11.2023 and 14.02.2024. The Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

14. ENVIROMENTAL PROTECTION & POLLUTION CONTROL

Your company regards preservation of the environment as one of its primary social responsibility. Accordingly the company places great emphasis on compliance with pollution control norms.

15. STATUTORY COMPLIANCES

T o the best of our knowledge your company has complied with all the rules and regulations which are stipulated on corporate sector from time to time by various statutory Authorities.

16. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has provided a separate report on Corporate Governance that is attached as Annexure - G, although few of the information are provided in this report under relevant heading.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

17. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

18. TRANSACTIONS WITH RELATED PARTIES

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The details of the transactions with Related Parties are provided in the Company's financial statements in accordance with the Indian Accounting Standards. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 as attached in the Annexure-A.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on Related Party Transactions as approved by the Board is available on Company's website at https://upgl.in/policv/Related%20Partv%20Transaction%20Policv-Final.docx

19. PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Further the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace

During the year under review, there were no incidences of sexual harassment reported.

21. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as an Annexure - C.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual Report as an Annexure-F.

24. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2024 is available on the Company's website Provide link under Investor Section. i.e. https://upgl.in/mgt/DRAFT%20MGT%207%202023-24.pdf

25. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

26. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

27. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to get its cost records audited by the Practicing Cost Accountant. Accordingly, the Board of Directors at their meeting held on May 25, 2024, appointed M/s. M.I. Prajapati & Associates, Cost & Management Accountants, Ahmedabad, as Cost Auditors for auditing the cost records of your Company for the year ended March 31, 2025. Further, they have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have also confirmed their independent status and an arm's length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

28. INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders'. The Policy is available on the company's websitehttps://www.upgl.in/policy/code-of-conduct-for-insider-trading.pdf

29. STATUTORY AUDITOR AND THEIR REPORT

M/s. Rajiv Shah & Associates, Chartered Accountants (Firm Registration No. 108554W) as Statutory Auditor of the Company, were Re appointed at 12thAnnual General Meeting held in the calendar year 2022, for the period of Three years till the conclusion of 15thAnnual General Meeting of the Company to be held in the calendar year 2025..

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

30. INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. Kamal M. Shah & Co., Chartered Accountant (Firm Registration No: 130266W) as an Internal Auditor of the Company for the FY 2023-24.

31. SECRETARIAL AUDITOR AND THIEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31st March 2024, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure - E". The Secretarial Audit Report contains annotations which are as under:-

1. The announcement has been submitted to the stock exchange with a physical signature certification rather than with digital signature certification (DSC) for the purpose of authentication and certification of filings or submissions made to the respective Stock Exchanges.

Management Reply:- The Management will now ensure digital signature certification (DSC) for the purpose of authentication and certification of filings or submissions made to the respective Stock Exchanges

2. Regulation 29(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Delay in Prior intimation to stock exchange about the meeting of the board of directors in specific matters mentioned in the regulation

Management Reply: - Company has already rectified the matter with the stock exchange by paid the amount levied.

3. Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Announcement relating to Outcome of Board meeting held on December 16, 2023, Appointment & Resignation of Company secretary of the company has not been submitted to the stock exchange within the timeline specified for disclosure of events specified in Part A of Schedule III of the LODR Regulations.

4. System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020 - Delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per sEbI circular dated September 09, 2020).

Management Reply:- The Management will now ensure for timely updation of details of Designated persons in SDD details with designated Depository.

5. Clause 10 of Schedule B of SEBI (Prohibition Of Insider Trading) Regulations, 2015) - Member of Promoter group had entered into Contra Trade for a period less than 6 months.

Management Reply: - Company has uploaded PIT Code on its website and circulated to its Designated persons. Company will arrange sessions to update all the designated Persons with the provisions of the PIT Regulations.

6. Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulation) Person's falling under Promoter Group of Company Mr. Ronak Sushilkumar Kejriwal traded in shares of Company during the closure of Trading Window.

Management Reply: Company has uploaded PIT Code on its website and circulated to its Designated persons. Company will arrange sessions to update all the designated Persons with the provisions of the PIT Regulations.

7. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015 - Delay by Company in entering all of UPSI Sharing Entries in software (Structured Digital Database)

8. Regulation 23 (4) of Securities and Exchange Board of India Listing Obligation and Disclosure Requirement Regulation, 2015- During the year Company entered into material related party transaction with a few related parties, without taking prior approval of Shareholders through resolution.

Management Reply: The Company has taken prior/omnibus approval of Audit committee as well as board of directors of the company however this transaction were in ordinary course of business and on arm's length basis. The Board of Directors have proposed ratification of the said related party transaction (w.e.f April 01, 2022) in 13th Annual general meeting of the company to be held on September 29, 2023.

9. Regulation 23 (4) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 - During the year Company entered into material related party transaction with Two related parties, without taking prior approval of Shareholders through resolution.

10. Section 108 of the Companies Act 2013 read with rule 20 of The Companies (Management and Administration) Rules, 2014- Newspaper Advertisement was published with a delay of 3 days

32. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

33. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

34.1 DEPOSITS:

Details relating to deposits covered under Chapter V of the Act and The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

34.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

34.3 SUBSIDIARIES/ ASSOCIATES/ JVs:

The Company does not have any Subsidiaries/ Associate Companies / JVs except as mentioned below:

A separate statement containing the salient features of financial statements of subsidiaries, and joint ventures of the Company in the prescribed Form AOC-1 is annexed to CFS forming part of this Annual Report, in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules issued thereunder.

The Company's Policy for determining material subsidiaries is available on the Company's website at http://www.upgl.in/policv/Material-Subsidiarv-Policv.pdf

34.4 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

34.5 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

34.6 DIFFERENTIAL RIGHTS: Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

34.7 SWEAT EQUITY SHARES AD EMPLOYEES STOCK OPTION SCHEME(ESOS): Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

34.8 REVISION OF REPORTS AND STATEMENTS: There is no revision in the Board Report or Financial Statement;

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

35. ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board framed policies on various policies in line with rules and regulations of SEBI (LODR) Regulation, 2015 for Disclosure to Stock Exchanges which are available at the Company's website at www.upgl.in and weblink for the same is https://www.upgl.in/investors.html#Policies .

36. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.upgl.in containing the information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

37. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavour to build and nuture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.