United Polyfab Director Discussions

Dear Shareholders,

The Board of Directors hereby submits their 13^th 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, 2023.

Financial Highlights:

The Companys audited financial statements as of March 31, 2023, 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 Companys inaugural set of Ind AS-compliant annual financial statements. These statements include comparative figures for the fiscal year ending March 31, 2022, also presented under the Ind AS framework.

(Amount Rs. In Lakhs)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Income from Operations	65,260.32	66,107.18
Other Income	90.04	79.89
Total Revenue	65,350.36	66,187.07
Less: Total Expenses (excluding Depreciation & Interest)	62399.62	62846.15
Operating Profits (PBDIT)	2,950.74	3340.92
Less: Finance Cost	881.46	888.60
Less: Depreciation	1,262.77	1237.10
Profit Before Tax	806.51	1215.22
Add/Less:
Current Tax	135.76	198.07
Deferred Tax	102.27	76.59
Provision of Income Tax	20.70	0.10
Net Profit after Tax	547.78	940.46
Items that will not be subsequently reclassified to profit or loss
Change in fair value of investment carried at fair value through other comprehensive income
Remeasurement gain/(loss) of defined benefit plans	(11.72)	22.80
Less: Income tax impact on above	-	(6.52)
Restated other comprehensive income for the period/year	(11.72)	16.28
Restated total comprehensive income/(loss) for the period/year	536.06	956.74

REVIEW OF BUSINESS OPERATION

1. FINANCIAL PERFORMANCE:

In the fiscal year under assessment, the Company achieved a total income of Rs. 65,350.36/- Lakhs, in contrast to the preceding years total income of Rs. 66,187.07/- Lakhs. This reflects a marginal decrease of 1.26% in the Companys total income as compared to the previous year. Moreover, the Profit before Tax for the financial year 2022-23 was recorded at Rs. 806.51/- Lakhs, marking a notable shift from the figure of Rs. 1215.22/- Lakhs in the prior year. The Net Profit after Tax for the same period stood at Rs. 536.06/- Lakhs, exhibiting a decline in comparison to the profit of Rs. 956.74/- Lakhs achieved in the preceding year. This signifies a decrease of 33.63% in Profit before Tax and a 43.97% reduction in Net Profit after Tax, relative to the previous 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. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, your Company has formulated a Dividend Distribution Policy and the same is available on the Companys Website at www.upgl.in.

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. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

No Material Changes have taken place from the end of the financial year till the date of this report.

6. 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. During the year under review, Authorized share capital of company was increased from Rs. 21,00,00,000/- (Rupees Twenty one Crores Only) divided into 2,10,00,000 (Two Crore Ten Lacs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 ( Two Crore Fifty Lacs Only) each via Ordinary Resolution passed inthe Extra ordinary general meeting by the shareholders of the Company held on December 09, 2022 through VC/OAVM.

o Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.20,95,15,500/- divided into 2,09,51,550 Equity Shares of Rs.10/- each.

During the Financial Year 2022-23, the Company issued 2000000 Convertible Equity Warrants at a price of Rs. 62/- per Warrant (convertible into equivalent number of fully paid up Equity Shares of face value of Rs. 10/- each at a premium of Rs. 52/- each), the details of which are as under:

Sr. No.	Kind of Pre Issue Issue paid-up capital ( No. of Shares)	No. of Convertible Equity warrants Allotted	Face Value (Rs.)	Price per Share	Date of Allotment of warrants	Post issue paid up capital ( No. of Shares) assuming full conversion of warrants into equity	Date of Listing Approval from NSE	Date of Trading Approval from NSE
1	Preferential 20951550 Issue	20,00,000	10	62	21/12/2022	22951550	NA	NA

The present Issue, Subscribed & Paid-up Capital of the Company is Rs.20,95,15,500/- divided into 2,09,51,550 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 2022-23, 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.

7. UTILISATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

In the fiscal year 2022-23, the Company successfully secured funds amounting to Rs. 310 Lakhs via a Preferential Issue of 2,000,000 Convertible Equity Warrants, priced at Rs. 62/- per warrant. 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, viaVirtual Conference (VC) or Other Audio-Visual Means (OAVM) held on December 09, 2022. The ensuing details provide a comprehensive overview: (Rs. In Lakhs)

Sr. No.	Original object	Original Allocation	Fund utilization
1	To fund the capital requirement for the purpose of repayment of debts, working capital requirements and for general corporate purpose which shall enhance the business of the Company.	310.00	310.00
	(Initial Consideration i.e. 25% of the total consideration amount against the warrant issue price)

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

8. 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.

9. 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 Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of 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.

10. 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 2022-23 as Net profit of the Company exceeded the specified threshold in the preceding financial year 2021-22. 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 2022-23, we have spent CSR obligation of Rs. 12,31,030/- (Rupees Twelve Lakh Thirty One thousands and thirty 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 Providing help disadvantaged by -enhancing child education, eradicating poverty by empowering women, by disseminating happiness in old-age home, by providing protection to Gau-matas, by Feeding the needy people, by helping the Drug addicted people to be addiction free.

The Companys CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility

Policy) Rules, 2014 is set out in Annexure "C" to this report. CSR Policy is available on the Companys Website at https://www.upgl.in/.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

11.1 CONSTITUTION OF BOARD:

The Board of the Company comprises Six Directors out of which one is Promoter Executive Director, two are Promoter Non-Executive Director and Three are Non-Promoter Non-Executive Independent Directors. As on March 31, 2023, the Board comprised following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term	Total Directorshi p	in Director Members	No. of Committee ^ which in which is Director is Chairma n	No. of Shares held as on March 31, 2023.
Mr. Gagan	Promoter					2583650
Nirmalkumar Mittal	Chairman and Managing Director	October 01, 2020	5	2	-	Equity Shares
Mr. Ritesh	Promoter
Kamalkishore Hada	Non-Executive Director	January 12, 2016	16	-	-	7500 Equity Shares
Mr. Nirmalkumar	Promoter					3316000
Mangalchand Mittal	Non-Executive Director	November 22, 2021	5	-	-	Equity Shares
Ms. Sejalben Shantilal Parmar	Non-Executive Independent	January 12, 2021	1	1	1	-
	Director
Ms. Rashmi Otavani	Non-Executive Independent Director	November 22, 2021	5	6	2	-
Mr. Safalkumar Hasmukhbhai Patel	Non-Executive Independent Director	August 31, 2022	1	2	1	-

^ 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 8 (Eight) times on May 26, 2022, May 31, 2022, August 10, 2022, August 31, 2022, November 14, 2022, December 21, 2022, February 10, 2023, and March 29, 2023.

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;

Name of Director	Mr. Gagan Mittal	Mr. Ritesh Hada	Ms. Sejalben Parmar	Mr. Nirmalk umar Mittal	Ms. Rashm i Otava ni	Mr. Safalkum ar Patel	Mr. Shivan g Prajap ati	Mr. Sumit Saraf
Number of Board Meeting held	8	8	8	8	8	8	8	8
Number of Board Meetings Eligible to attend	8	8	8	8	8	4	2	1
Number of Board Meeting attended	8	8	8	8	8	4	2	1
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes	No	NA	NA

GENERAL MEETINGS:

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

Sr. No. Type of General Meeting	Date of General Meeting
1. Annual General Meeting	September 30, 2022
2. Extra Ordinary General Meeting	December 09, 2022

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/policy/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 change in Board Composition during the financial year 2022-23 and up to the date of this report is furnished below: i) Approved Appointment of Mr. Shivang Mahendrabhai Prajapati (DIN: 06780139) as an Additional Non-Executive Independent Director w.e.f. May 31, 2022 to hold the office up to the ensuring Annual General Meeting. Thereafter Mr. Shivang Mahendrabhai Prajapati (DIN: 06780139) resigned from the position of a Non-Executive Independent Director w.e.f. August 31, 2022.

ii) Mr. Sumit Saraf (DIN: 08193454) resigned from the position of a Non-Executive Independent Director w.e.f. May 31, 2022.

iii) Approved Appointment of Mr. Safalkumar Hasmukhbhai Patel (DIN: 08107710) as an Additional Non-Executive Independent Director w.e.f. August 31, 2022 and appointed as Non-Executive Independent Director at the 12^th Annual General Meeting. 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. Gagan Nirmalkumar Mittal (DIN: 00593377), Executive 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 13^th 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 is appointed as Company Secretary and Compliance officer of the Company.

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; o 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, 2023, 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, 2023 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.

12. 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.

13. 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, 2023.

14. 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 26.05.2022, 10.08.2022, 14.11.2022, 10.02.2023 and 29.03.2023. The composition of the Committee and the details of meetings attended by its members are given below:

		Designation	Number of meetings during the financial year 2022-23
Name of Members	Category	in Committee	Held	Eligible attend	to Attended
Mr. Safalkumar Patel	Independent Director	Chairperson	5	2	2
Mr. Sumit Saraf*	Independent Director	Chairperson	5	1	1
Mr. Shivang Mahendra Parjapati*	Independent Director	Chairperson	5	2	2
Ms. Sejal Parmar	Independent Director	Member	5	5	5
Mr. Gagan Mittal	Executive Director	Member	5	5	5

*Mr. Sumit Saraf resigned from position of Independent director w.e.f. May 31, 2022 and Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee are reconstituted and Mr. Shivang Mahendra Parjapati was appointed as Chairperson of the Committee.Thereafter Mr. Shivang Prajapati resigned w.e.f. August 31, 2022. Due to which Company again reconstituted Audit Committee on August 31, 2022.

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 Companys Code 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 4 (Four) meeting of the Nomination & Remuneration Committee was held on 31.05.2022, 31.08.2022, 14.11.2022 & 10.02.2023.

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

		Designation	Number of meetings during the financial year 2022-23
Name of Members	Category	in Committee	Held	Eligible attend	to Attended
Mr. Safalkumar Patel	Independent Director	Chairperson	4	2	2
Mr. Sumit Saraf*	Independent Director	Chairperson	4	1	1
Mr. Shivang Mahendra Parjapati*	Independent Director	Chairperson	4	1	1
Ms. Sejal Parmar	Independent Director	Member	4	4	4
Mr. Ritesh Hada	Non-Executive Director	Member	4	4	4

Mr. Sumit Saraf resigned from position of Independent director W.e.f. May 31, 2022 and Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee are reconstituted and Mr. Shivang Mahendra Parjapati was appointed as Chairperson of the Committee and Thereafter Mr. Shivang Prajapati resigned w.e.f. August 31, 2022. Due to which Company again reconstituted Nomination and Remuneration committee on August 31, 2022.

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: o 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. o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-?-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 Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-?-vis the Company. The Companys 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://www.upgl.in

o REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2022-23 to Executive Directors/Directors of the Company is provided in Form MGT-7 which is available on the website of Companys on www.upgl.in.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholders 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, Stakeholders Relationship Committee met 4 (Four) times viz. the year 4 (Four) meetings of Stakeholder Relationship Committee were held on 26.05.2022, 10.08.2022, 14.11.2022 and 10.02.2023. The Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023.

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

		Designation	Number of meetings during the financial year 2022-23
Name of Members	Category	in Committee	Held	Eligible attend	to Attended
Ms. Sejal Parmar	Independent Director	Chairperson	4	4	4
Mr. Sumit Saraf*	Independent Director	Member	4	1	1
Mr. Safalkumar Patel	Independent Director	Member	4	2	2
Mr. Shivang Mahendra Parjapati*	Independent Director	Member	4	1	1
Mr. Gagan Mittal	Executive Director	Member	4	4	4

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

*Mr. Sumit Saraf resigned from position of Independent director W.e.f. May 31, 2022 and Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f. May 31, 2022 and committee are reconstituted and Mr. Shivang Mahendra Parjapati was appointed as Chairperson of the Committee and Thereafter Mr. Shivang Prajapati resigned w.e.f. August

31, 2022.Due to which Company again reconstituted Stakeholders Relationship Committee on August 31, 2022.

15. 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.

16. STATUTORY COMPLIANCES

To 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.

17. 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 - E, 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.

18. 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, 2023 to the date of this Report.

19. TRANSACTIONS WITH RELATED PARTIES

All the related party transactions are entered on arms 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 Companys 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 is not applicable. 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 Companys website at www.upgl.in.

20. 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 A.

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.

21. 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.

22. 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.

23. 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 B.

24. 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-E.

25. 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 31^st March, 2023 is available on the Companys website Provide link under Investor Section. i.e. https://www.upgl.in/investors.html.

26. 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.

27. 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.

28. 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 15, 2023, 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, 2023. 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 arms 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.

29. 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 companys websitehttps://www.upgl.in/policy/code-of-conduct-for-insider-trading.pdf

30. 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 12^thAnnual General Meeting held in the calendar year 2022, for the period of Three years till the conclusion of 15^thAnnual 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.

31. INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. Kamal Shah & associatesChartered Accountant as an Internal Auditor of the Company for the FY 2022-23.

32. 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. Payal Dhamecha & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023, 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 D". The Secretarial Audit Report contains annotations which are as under:-

1. 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.

2. Schedule B of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulation) - Persons falling under Promoter Group of Company traded in shares of Company during the closure of Trading Window.

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

3. 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.

4. Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015) (PIT) - Mr. Ronak Sushilkumar Kejriwal (Person falling under Promoter Group) had not disclosed within 2 trading days of transaction or a series of transaction in a calendar quarter aggregating to a traded value of Rupees Ten Lakh Rupees under Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

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.

5. 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 arms length basis.

The Board of Directors have proposedratification of the said related party transaction (w.e.f April 01, 2022) in 13^th Annual general meeting of the company to be held on September 29, 2023.

6. Sitting Fees of Independent Director is less than Sitting Fees paid to other Independent Directors. Few Independent Directors are not paid Sitting Fees for any of the Meetings attended by them.

Management Reply: We are into discussion with Independent Directors to make uniform payment of Sitting Fees to all the Independent Directors.

33. REPORTING OF FRAUD

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

34. 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. 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;

35. 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.

36. 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 Companys website at www.upgl.in and weblink for the same is https://www.upgl.in/investors.html#Policies .

35. 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.

36. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

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 Companys endeavour to build and nurture 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.