united polyfab gujarat ltd share price Management discussions

The management discussion and analysis report provide an over view of the financial activities for the fiscal year ended on 31^st March 2023, gives an overall sight of the spinning industry, opportunities and threats in the business and Companys strategy to deal with that. This report is designed to focus on current years activities, resulting changes and other known facts in conjunction to the financial and strategic position of the Company.

OVERVIEW OF ECONOMY:

Global economies are currently grappling with a pronounced deceleration accompanied by surging inflation rates. The persistent undercurrents of geopolitical tensions, particularly the Russia-Ukraine conflict, alongside a steep escalation in fuel and food prices, are compounded by the lingering grip of the COVID-19 pandemic. These collective factors cast a substantial shadow over the worlds economic landscapes. While central banks globally have implemented monetary policy tightening and interest rate hikes, these measures offer only transient respite to economies. The outlook for the global economy remains shrouded in uncertainty, with projected growth anticipated to slip from an estimated 3.5% in 2022 to 3.0% for both 2023 and 2024, as per the IMFs World Economic Outlook as of July 2023.

Despite the formidable challenges mentioned above, Indias economy has maintained its status as one of the swiftest expanding economies on the global stage. Projections indicate that the Indian economy is poised to achieve growth ranging from 6.5% to 6.9% in the Financial Year 2023. This performance is notably robust in contrast to the trajectory of other major global economies. The governments consistent focus on structural reforms, bolstered by policy initiatives such as the Production Linked Incentive Scheme (PLI) and the Make in India Program, coupled with heightened investments in social welfare, healthcare, and infrastructure, promises to further stimulate the Indian economy. Consequently, this concerted effort positions India on track to ascend to the esteemed status of the worlds Third largest economy by the year 2027.

INDUSTRY DEVELOPMENTS & STRUCTURE

The Indian Textile Industry stands as a formidable global player, encompassing the entire value chain from cotton and yarn to fibers and apparel. India proudly ranks among the worlds premier manufacturers and exporters, commanding a 4.6% share of global textile trade. This industry maintains an undisputed role in propelling the nations economic advancement. Its significance is underscored by its status as the foremost contributor to employment generation, industrial output, and export revenues. Operating as a lifeline for millions in rural and semi-urban locales, the Textile Industry extends direct and indirect employment opportunities, notably for a significant portion of women and rural inhabitants. This alignment with pivotal government initiatives such as Make in India, Skill India, Women Empowerment, and Rural Youth Employment underscores its societal impact. In terms of tangible contribution, the industry adds 7% to the total industrial output in terms of value, bolstering Indias GDP by 2%, and notably, constituting 12% of the countrys total export earnings. (Source: Textile Industry of India Outlook and Challenge by Infomerics Valuation and Rating Pvt. Ltd.) The ongoing global slowdown coupled with sharp increase in the prices of raw cotton are posing serious challenges to the Textile Industry. In case the situation persists for the longer period then earning a reasonable margin will become a challenging task for the Textile Industry. Because of the prevailing Textile scenario, Spinning Mills have already cut down their production in the past few months. Even some small mills have closed down their operations due to prevailing adverse conditions.

Your Management is of the opinion that things will start improving in the Second Half of the current year. The Industry with the support of Government and its favourable Policies and initiatives will be able to meet the challenges of survival and record reasonable growth in the coming periods.

OPPORTUNITIES AND THREATS

Its essential to highlight that India currently holds a modest 4.6% share in the global textile export market, a figure notably overshadowed by Chinas dominant position. Nonetheless, recent trade tensions between the United States and China, coupled with geopolitical uncertainties, have dealt a substantial blow to Chinese textile exports. This scenario has carved out a significant opening for the Indian textile industry to step into the void created by China, particularly within developed markets like the United States and the European Union. Capitalizing on this situation requires the Indian Textile Industry to astutely leverage its foundational strengths: a robust production base, access to high-quality raw cotton, and a skilled workforce. By harnessing these assets, the industry has the potential to evolve into a textile hub that appeals to international buyers. The opportunity at hand is colossal and demands proactive action from the textile sector. Furthermore, in this reshaped global landscape, several nations have begun adopting a China plus One strategy when sourcing textile products. India has the unique chance to position itself as a trustworthy alternative. The country boasts inherent advantages to serve as an alternative manufacturing hub for global players, primarily owing to its abundant reserves of cotton and a skilled workforce. The trajectory is promising, with an increasing number of overseas buyers considering India as the next viable supplier for textile products. This momentum is anticipated to translate into a considerable shift of orders toward the Indian Textile Industry. Its important to note that the spinning industrys relative success hinges on the accessibility of raw cotton at reasonable costs. Raw cotton constitutes the primary raw material, accounting for approximately 60% of the total manufacturing expenses for cotton yarn. This reliance is intertwined with natural factors, particularly the vicissitudes of the monsoon whether it be favorable or adverse. Consequently, securing raw cotton at fair prices assumes critical significance for the spinning industry. The industrys performance is highly sensitive to any noteworthy fluctuations in raw cotton prices or disruptions in the monsoon patterns. Notably, this years sharp escalation in raw cotton prices has imparted significant strain on the textile sectors performance. Beyond this, exports continue to confront formidable competition from smaller nations like Bangladesh, Sri Lanka, and Taiwan. These countries have secured preferential treatment from the European Union and the United States. The amalgamation of these factors has, and is likely to persistently, exert a substantial impact on the industrys financial performance in the foreseeable future. Furthermore, the textile industry is not immune to the ordinary business risks and challenges that any sector encounters. The global trade slowdown, precipitated by geopolitical tensions, elevated raw cotton prices, and the protracted specter of the Covid-19 pandemic in multiple nations, has curtailed the export of textile products. Should this situation endure, there is a potential for it to pose a looming threat to the industrys performance in the times ahead.

RISK AND CONCERNS

No industry remains immune to the ordinary fluctuations and concerns inherent in the business realm. The Indian Textile Industry, in particular, contends with robust competition from smaller nations such as Bangladesh, Taiwan, Sri Lanka, and other emerging economies. The industrys competitive stance is intrinsically tied to several pivotal factors including raw cotton prices, exchange rates, and the prevailing interest rate environment.

At the heart of this industry lies cotton, a primary raw material for yarn manufacturing, sourced from the domain of agriculture. The supply and quality of cotton are inexorably subject to the caprices of nature, namely the monsoon season. Should raw cotton prices experience a noticeable surge, it could potentially usher in challenges for the Textile Industry. This scenario could reverberate through the industry, leading to weakened demand and narrower profit margins. Hence, the accessibility of raw cotton at reasonable prices emerges as a pivotal factor for the spinning industrys success. Given the industrys sensitivity to changes in raw cotton prices, any significant shifts in this regard could indeed influence the industrys performance.

The Textile Industrys financial performance is notably impacted by the prevailing high interest rates. This impact is particularly pronounced on the Spinning industry, given its substantial capital requirements, encompassing both long-term investments and short-term working capital necessities. To bolster the industrys financial viability, its imperative for the government to facilitate support through access to cost-effective financing. While some remedial measures have been initiated, a more comprehensive approach remains essential for the Textile Industry to effectively navigate forthcoming challenges.

Furthermore, the ongoing geopolitical tensions, notably the Russia-Ukraine conflict, have engendered disruptions in supply chains, thereby reverberating through global trade. This is compounded by the existing weak economic climate and elevated energy costs, collectively contributing to a global economic deceleration. This uncertain trajectory underscores the sense of unpredictability that looms over the horizon.

Adding to the landscape of concerns, the industry contends with elevated transaction costs, high labor expenses, and a persistent uptrend in raw material prices. These factors collectively pose risks to the advancement of the Indian Textile Industry. To counteract these challenges, its incumbent upon the government to extend support to the existing textile units. This support would empower these units to cultivate global competitiveness, subsequently contributing to the nations growth trajectory.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has implemented proper system for safeguarding the operations/ business of the Company, through which the assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely completion of the statements. The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information.

The Audit Committee of Board of Directors reviews the efficiency and effectiveness of internal control systems and suggests the solution to improve and strengthen. The Internal control system were tested during the year and no material weakness in design or operation were observed. The requirement of having internal auditor compulsory by statue in case of listed and other classes of companies as prescribed shall further strengthen the internal control measures of Company.

FUTURE OUTLOOK

The prevailing geopolitical landscape has undeniably cast a significant shadow over the textile industry. The combination of soaring cotton prices alongside a slowdown in global demand has dealt a substantial blow to the textile sectors prospects. Amid this climate of uncertainty, your management remains resolutely optimistic. Theres a prevailing hope that as global demand regains momentum and raw cotton prices begin to ease in the upcoming periods, a sense of relief will envelop the textile industry.

While the future remains uncertain, your management maintains a positive outlook. The anticipation is grounded in the expectation that an improvement in global demand and the moderation of raw cotton prices will collectively alleviate the challenges currently faced by the textile industry.

Amid this challenging landscape, your confidence is bolstered by the prospect of governmental support. The Spinning industrys vitality is deeply intertwined with favorable textile policies, incentives, and other benefits that can propel its future growth. Recognizing their paramount importance, the hope is that the government will extend this vital support to ensure the industrys resilience and thriving trajectory.

SEGMENT WISE OR PRODUCT WISE FINANCIAL OPERATION AND PERFORMANCE

The Company operates within a singular segment, specifically in the realm of textiles. It is important to highlight that the ongoing conflict between Russia and Ukraine, alongside a broader global demand recession, has exerted a discernible impact on the companys performance during the past year. These external pressures, in conjunction with high cotton prices and a significant downturn in yarn prices, have compounded challenges for the spinning industry.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

(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

ENVIRONMENT AND SAFETY

The need for environmentally clean and safe operations is companys key priority. The Company policy requires the conduct of all operations in such a manner so as to ensure the safety of all concerned, for environment protection and conservation of natural resources to the extent possible.

HUMAN RESOURCES AND INDUSTRIAL RELATION

The Company had cordial and harmonious industrial relations at all levels of organizations. The company believes that the industry has the tremendous potential to impact the society, nation and the world positively. Its employees are major stakeholders and their efforts have direct stake in the business prospectus of the organization. The employees have extended a very productive cooperation in the efforts of the management to carry the company to greater heights. The Company considers employees as their biggest competitive advantages. The Company takes initiative like training and development for its people to increase the performance. The Company has taken various steps to improve and enhance skill of its people. The industrial relations remained cordial in our plant. The Company has continued to give special attention to human resources and overall development. At present company has employed man power of around 300+ peoples including technical, non-technical, managerial and non- managerial, casual and contract labour.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Particulars	F.Y. 2022-23	F.Y. 2021-22	% Change	Reason
Current Ratio	1.52	1.39	0.14	Due to increase in collection period
Debt Equity Ratio	1.79	1.29	-0.41	Due to decrease in operating profitability
Debt Service coverage ratio	0.26	1.25	-0.02	Due to decrease in current liabilities
Return on Equity Ratio	8.60	18.69	-8.46%	Due to increase in Share Capital and Securities Premium
Inventory Turnover Ratio	62.35	157.62	-101.46	Due to decerease in finance cost
Trade Receivables turnover ratio	8.35	9.89	-1.55	Higher turnover resulted into higher profitability
Trade payables turnover ratio	36.19	23.28	4.06	Due to reduction in collection period
Net capital turnover ratio	19.59	22.75	-3.27	Due to increase in operating profitability
Net profit ratio	0.01	1.42	-0.01	Due to increase in operating profitability
Return on Capital employed	0.09	15.45	-2.43%	Due to increase in operating profitability
Return on investment	2.768	3.05	-0.28%	Due to decrease in operating profitability

CAUTIONARY STATEMENT

Certain statements presented in this report, encompassing the Companys objectives, projects, estimates, and expectations, may be considered forward-looking statements under applicable laws and regulations. Its important to acknowledge that the actual results may deviate from these expectations and forward-looking statements due to an array of risks and uncertainties. These factors include but are not limited to economic conditions influencing demand and supply, governmental regulations and tax laws, competitive dynamics existing at pertinent times, and the impact of natural disasters, among others.

The Company underscores that it assumes no obligation to publicly amend, modify, or revise any of these statements in response to subsequent developments, information, or events. This recognition reflects the inherent volatility and fluidity of the business landscape, where a myriad of factors could influence outcomes and alter expectations.

COMPLIANCE REPORT ON CORPORATE GOVERNANCE For the Financial Year ended 31.03.2023

(Pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

Your Directors present the Companys Report on Corporate Governance for the year ended on 31st March, 2023.

1. COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance at United Polyfab Gujarat Limited ("UPGL") is founded upon a value-centric framework meticulously designed to oversee our Companys operations with utmost fairness and transparency. Exemplifying our role as a conscientious corporation, we harness this framework to uphold unwavering accountability across all realms of our operations, fostering an environment rooted in democratic and transparent practices. Our journey has led us to cultivate a compendium of guidelines and optimal methodologies over time, meticulously crafted to guarantee punctual and precise dissemination of information encompassing our financial standing, performance milestones, leadership dynamics, and the overarching governance yarn of the Company.

• Ethical Foundation: Our Company upholds a set of fundamental values that are simple, moral, and steeped in accountability. These principles drive us to achieve the highest echelons of Corporate Governance, ensuring transparency in every facet of our actions and operations.

• Stakeholder Value: Acknowledging our obligation towards all stakeholders, we are committed to ceaselessly enhancing their wealth and value. By executing well-timed business plans and capitalizing on opportunities, we seek to benefit not only the company but also its stakeholders and the broader society.

• Integral Principles: Our belief is that Corporate Governance transcends mere regulatory frameworks. It finds its strength in principles such as transparency, unity, integrity, spirited action, and accountability. These values underpin our interactions with stakeholders, shareholders, employees, and customers.

• Competence and Capability: Effective Corporate Governance necessitates a high level of competence and capability. This is crucial for meeting expectations in resource management and business administration. It acts as a catalyst in achieving organizational goals, bolstering shareholder value over the long term, and enabling prudent financial management.

• Informed Decision-making: A robust Corporate Governance framework empowers top management to make sound business decisions. This framework ensures transparency and professionalism in all aspects of the companys decisions and activities, thus contributing to its overall success.

We take pleasure in reporting that your Company has complied in all respects with the requirements stipulated under Regulation 17 to 27 read with Schedule V and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"), as applicable, with regard to Corporate Governance.

Good Corporate Governance should provide proper incentives for the Board and Management to pursue objectives that are in the interests of the Company and its shareholders and should facilitate effective monitoring.

2. ROLE OF COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS:

The pivotal function of the Company Secretary revolves around overseeing the adherence to protocols set forth by the Board and Committees, a duty consistently subjected to meticulous review. This role encompasses the vital responsibility of furnishing Directors and Senior Management with comprehensive information, particulars, and documentation, thereby amplifying the efficacy of decision-making during meetings.

At its core, the Company Secretary shoulders the primary mantle of aiding and advising the Board in the orchestration of the companys affairs. This encompasses ensuring strict compliance with statutory requisites, extending guidance to Directors, and facilitating the seamless orchestration of meetings. Acting as the nexus between the Management and regulatory authorities, the Company Secretary assumes a crucial role in governance matters, ensuring a harmonious interplay between the entities.

3. BOARD OF DIRECTORS:

At the helm of the Companys Corporate Governance practice is its Board. The Board provides strategic guidance and independent views to the Companys senior management while discharging its fiduciary responsibilities. The Board also provides direction and exercises appropriate control to ensure that the Company is managed in a manner that fulfils stakeholders aspirations and societal expectations.

COMPOSITION OF THE BOARD:

The composition of the Companys Board embodies a balanced amalgamation of Executive and Non-Executive Directors, including esteemed independent Directors. This intricate balance enriches Board processes and furnishes unprejudiced assessments on matters of strategy and performance.

Presently, the Boards constellation resonates with a discerning blend of professionalism, competence, and profound expertise. This combination equips the Board with the acumen to lead the Company with efficacy. As of March 31, 2023, the Board is comprised of Six Directors, among one the role of Promoter Executive Director which is a Managing Director, two embody Promoter Non-Executive Directors, and three distinguished figures serve as Non-Promoter Non-Executive Independent Directors.

Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time. The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013. All Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations as amended from time to time and Section 149 of the Companies Act, 2013. The present strength of the Board reflects judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company.

The composition of Board is in compliance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The number of Directorship(s), Committee Membership(s)/Chairmanship(s) of all Directors is within respective limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time. This configuration is in harmony with the mandates stipulated by Regulation 17 of the SEBI (LODR) Regulations, 2015. At the time of this reports issuance, the details of composition of the Board as on March 31, 2023, including changes therein that took place during the financial year 2022-23 and other relevant particulars, are given below;

Name of Directors	Position	Date of Appointment at current Term	No. of Directorship held (including	Committee(s) position (including United Polyfab Gujarat Limited)		No. of Shares held as on March	Inter-se Relation between Directors
			United Polyfab Gujarat Limited)	Member	Chairman	31, 2023
Mr. Gagan Nirmalkumar Mittal	Chairman & Managing Director	01/10/2020	5	2	0	25,83,650	Son of Mr. Nirmalkumar Mangalchand Mittal
Mr. Ritesh Kamalkishore Hada	Non- Executive Director Non Independent Director	12/01/2016	16	0	0	7,500	No Relation
Mr. Nirmalkumar Mangalchand Mittal	Non- Executive Director Non	22/11/2021	5	0	0	33,16,000	Father of Mr. Gagan Nirmalkumar
Ms. Sejalben Shantilal Parmar	Independent Director Non- Executive Director Independent Director	12/01/2021	1	1	1	-	Mittal No Relation
Mr. Sumit Saraf Ramesh (resigned w.e.f. May 31, 2022)#	Non- Executive Independent Director	28/09/2018	-	-	-	-	No Relation
Ms. Rashmi Otavani	Non- Executive Director Independent Director	22/11/2021	5	6	2	-	No Relation
Mr. Safalkumar Patel+	Non- Executive Director Independent Director	31/08/2022	1	2	1	-	No Relation
Mr. Shivang Prajapati++	Non- Executive Director Independent Director	31/05/2022	-	-	-	-	No Relation

*All the Companies have been considered excluding Companies incorporated under Section 8 of the Companies Act, 2013 (earlier Section 25 of the Companies Act, 1956) and Companies incorporated outside India.

Only Audit Committee and Stakeholders Relationship Committee have been considered as per Regulation 26 of the SEBI (LODR) Regulations, 2015.

Mr. Safalkumar Patel was appointed as an Independent Director Appointed w.e.f August 31, 2022.

Mr. Shivang Prajapati (Appointed w.e.f May 31, 2022 and Resigned after the close of business hours on w.e.f. August 31, 2022). #Mr. Sumit Saraf Ramesh resigned from Directorship w.e.f 31/05/2022.

Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company 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 and Audit Committee was reconstituted on August 31, 2022.

* This relates to Committee referred under Regulation 18,19 & 20 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, viz. Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. None of the Directors are related to the other Directors or to any other employee of the Company except Mr. Gagan Nirmalkumar Mittal, Mr. Nirmalkuamr Mittal. Mr. Gagan Mittal is son of Mr. Nirmalkumar Mittal.

# Details of Chairmanship in Committees:

Name of Directors	Committees
Mr. Safalkumar Patel	Audit Committee United Polyfab Gujarat Limited
Ms. Sejalben Shantilal Parmar	Stakeholders Relationship Committee- United Polyfab Gujarat Limited

## Details of Membership in Committees:

Name of Directors	Membership in Committees
Mrs. Rashmi Kamlesh Otavani	Audit Committee Shree Ram Proteins Limited
Mr. Safalkumar Patel	Stakeholders Relationship Committee- United Polyfab Gujarat Limited
Mrs. Rashmi Kamlesh Otavani	Stakeholders Relationship Committee- Shree Ram Proteins Limited
Mrs. Rashmi Kamlesh Otavani	Stakeholders Relationship Committee- Shree Ram Proteins Limited
Mrs. Rashmi Kamlesh Otavani	Stakeholders Relationship Committee- Dynemic Products Limited
	Stakeholders Relationship Committee- Aristo Bio-Tech And Lifescience Limited
Ms. Sejalben Shantilal Parmar	Audit Committee United Polyfab Gujarat Limited

BOARD AGENDA:

The annual calendar of Board and Committee Meetings is agreed upon at the beginning of each year. Meetings are governed by a structured Agenda and a Board Member may bring up any matter for consideration of the meeting in consultation with the Chairman. Agenda papers are generally circulated to the Board Members at least 7 working days in advance. In addition, for any business exigencies the resolutions are passed by circulation and later placed at the subsequent Board or Committee Meeting for ratification/ approval. Detailed presentations are made at the meetings on all major issues to enable the Board to take informed decisions.

INVITEES & PROCEEDINGS:

Apart from the Board Members, the Company Secretary, the Heads of Manufacturing and Marketing are invited to attend all the Board Meetings. Other senior management executives are called as and when necessary, to provide additional inputs for the matters being discussed by the Board. The CFO makes presentation on the quarterly and annual operating & financial performance and on annual operating & capex budget. The Managing Director and other senior executives make presentations on capex proposals & progress, operational health & safety and other business issues.

BOARD MEETINGS & ATTENDANCE:

The Company places before the Board all the relevant and necessary information at their meetings for the information of the

Board. 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 Directors	No. of Board Meeting Held during the F.Y. 2022-23	No. of Board Meeting Eligible to attend during the F.Y. 2022-23	No. of Board Meeting attended during the F.Y. 2022-23	Attended the previous AGM Held on September 30, 2022
Mr. Gagan Nirmalkumar Mittal	8	8	8	Yes
Mr. Ritesh Kamalkishore Hada	8	8	8	Yes
Mr. Nirmalkumar Mangalchand Mittal	8	8	8	Yes
Ms. Sejalben Shantilal Parmar	8	8	8	Yes
Ms. Rashmi Otavani	8	8	8	Yes
Mr. Safalkumar Patel	8	4	4	No
(Appointed w.e.f August 31, 2022)
Mr. Shivang Prajapati	8	2	2	NA
(Appointed w.e.f May 31, 2022 and Resigned w.e.f. August 31, 2022)
Mr. Sumit Saraf (Resigned w.e.f. May 31, 2022)	8	1	1	NA

DIRECTORS INTEREST IN THE COMPANY:

• None of the Non-Executive Directors of the Company have any pecuniary relationships or transactions with the Company except payment of Director Sitting Fees.

The Non-Executive Directors of the Company are highly respected and accomplished professionals in the corporate and academic world.

• There is no compensation package for Non-Executive Directors.

• There is no Nominee Director on the board as on 31.03.2023.

• All the information required to be furnished to the Board was made available to them along with detailed agenda notes.

• The familiarization programs imparted to Independent Directors as required under the Listing Regulations are undertaken from time to time. Details of such programmes are available on website of the Company at web link https://upgl.in/policy/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTOR.pdf

SKILLS/EXPERTISE/ COMPETENCIES OF BOARD OF DIRECTORS

The Board Members are from diversified areas having the required knowledge. Competency, skills, and experience to effectively discharge their responsibilities. The range of experience of the Board Members includes in the areas of Plastics/Agriculture, Banking &, Finance, Taxation and Legal. The broad policies are framed by the Board of Directors. All strategic decisions are taken by the Board after due deliberation between the Board Members which consists of Managing Director, Executive Directors, Non- Executive Director and Independent Directors.

A Matrix setting out the skills/expertise/competence of the Individual Directors is given below:

Sr. No. Name of Director			Area of Skill/Expertise
	Knowled ge	Behavioral Skills	Strategic, Thinking and Decision Making	Financial Skills	Technical/Profess ional Skills Specialized Knowledge	and
1. Mr. Gagan Nirmalkumar Mittal	-	-	-	-	-
2. Mr. Ritesh Kamalkishore Hada	-	-	-	-	-
3. Mr. Nirmalkumar Mangalchand Mittal	-	-	-	-	-
4. Ms. Sejalben Shantilal Parmar	-	-	-	-	-
5. Ms. Rashmi Otavani	-		-	-	-	-
6. Mr. Safalkumar Patel (Appointed w.e.f August 31, 2022)	-		-	-	-	-
7. Mr. Shivang Prajapati (Appointed w.e.f May 31, 2022 and Resigned w.e.f. August 31, 2022)	-		-	-	-	-
8. Mr. Sumit Saraf (Resigned w.e.f. May 31, 2022)	-		-	-	-	-

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder and as provided in Schedule IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried out the annual evaluation of performance of the its own, its Committees and individual directors. The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

CONFIRMATION OF INDEPENDENT DIRECTORS

The Board of Directors of the Company confirms that the Independent Directors fulfil the conditions specified in SEBI (LODR) Regulations, 2015 and are also independent of the management of the Company. Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent Directors have already included their name in the Independent Directors Databank. Further, all Independent Directors have successfully qualified the Online Proficiency Self-Assessment Test for Independent Directors Databank. Requisite disclosures have been received from the Independent Directors in this regard.

RESIGNATION OF INDEPENDENT DIRECTORS

During the financial year 2022-23, Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee were reconstituted and Mr. Shivang Mahendra Parjapati was appointed as Chairperson of the Committee However, Due to some personal reason, there is no other material reason other than the mentioned Mr. Shivang Prajapati resigned w.e.f. August 31, 2022 and due to this, Audit Committee was again reconstituted on August 31, 2022.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES

During the financial year 2022-23, Sitting Fees of Independent Director is less than Sitting Fees paid to other Independent Directors of the company.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Companys Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the

Company. The Code of Conduct is available on the website of the Company at https://www.upgl.in/policy/code-of-conduct-for-directors.pdf. The Code lays down the Standard of conduct which is expected to be followed by the Board Members and the Senior Management of the Company in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders. All Board Members and Senior Management Personnel have affirmed compliance of the Code of Conduct.

PROHIBITION OF INSIDER TRADING

The Company has devised a Code of Conduct of Insider Trading Regulations which is applicable to all the Designated Persons of the Company who are expected to have access to the unpublished Price Sensitive information relating to the Company and is available on the website of the Company at https://www.upgl.in/policy/code-of-conduct-for-insider-trading.pdf. The said Code lays down guidelines which advise them on procedures to be followed and disclosures to be made while dealing in the Shares of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has formulated a Vigil Mechanism/Whistle Blower Policy for its Stakeholders, Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct is available on the website of the Company at https://www.upgl.in/policy/vigil-mechanism.pdf. This Mechanism also provides for adequate safeguards against victimization of Director (s) / Employee (s) / Stakeholders who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. Any Stakeholder, who comes across any instances of unethical matters, can report the same by sending an email to info@unitedplyfab.com. The Board hereby affirms that no personnel or stakeholders have been denied access to the Audit Committee.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company is committed to create a healthy and conducive working environment that enables women employees to work without fear of prejudice, gender bias and sexual harassment and/or any such orientation in implicit or explicit form. The details of the same have been disclosed in the Boards Report forming part of the Annual Report. During the year 2022-23, the Company has not received any complaint in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with their roles, rights and responsibilities in the Company along with necessary documents, reports and internal policies. The Company through presentations at regular intervals, familiarizes and updates the Independent Directors with the strategy, operations and functions of the Company and Agriculture Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://www.upgl.in/policy/familarization-program-for-independent-directors.pdf .

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of provisions of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company. The said Code of Conduct has been posted on the website of the Company. The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The Chairman & Managing Director of the Company has given a declaration to the Company that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code.

COMMITTEES OF THE BOARD

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following Committees viz:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

The terms of reference to these Committees are determined by the Board and their relevance reviewed from time to time. Each of these Committees has been mandated to operate within a given framework. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

AUDIT COMMITTEE

- The Audit Committee of the Company comprises of three Independent Directors and Managing Director of the Company. Ms. Sejal Parmar, Mr. Safalkumar Patel and Mr. Gagan Mittal were members of Audit Committee. Mr. Safalkumar Patel *, Chairman of Audit Committee was not present at last Annual General Meeting of the Company.

- Mr. Shivang Mahendrabhai Prajapati was appointed in his place as an Independent Director of the Company w.e.f May 31, 2022 and committee were reconstituted and Mr. Shivang Mahendra Parjapati was appointed as Chairperson of the Committee However, Due to some personal reason, Mr. Shivang Prajapati resigned w.e.f. August 31, 2022 and due to this Audit Committee was reconstituted on August 31, 2022.

- The very purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Companys established systems and processes for Internal financial controls, governance and reviewing the Companys Statutory and Internal Audit activities. The Committee is in compliance with the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

- The terms of reference and powers of the Audit Committee are in compliance with the provisions of the Corporate Governance Chapter III Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. Minutes of the Committee meetings are circulated and placed at the Board meetings.

A. THE ROLE AND RESPONSIBILITIES OF THE AUDIT COMMITTEE ARE AS UNDER:

1. oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: a) Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; g) Modified opinion(s) in the draft audit report;

5. reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. reviewing, with the management, the statement of uses I application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document I prospectus I notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; 7. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. approval or any subsequent modification of transactions of the listed entity with related parties; 9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. evaluation of internal financial controls and risk management systems;

12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. discussion with internal auditors of any significant findings and follow up there on;

15. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. to review the functioning of the whistle blower mechanism;

19. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 ore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on the date of corning into force of this provision. 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. 23. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board; 24. The Audit committee is empowered to investigate any activity within its terms of reference, seek information it requires from any employee, obtain outside legal or other independent professional advice and secure attendance of outsiders with relevant expertise, if considered necessary. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION: The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee and

6. Statement of deviations: (a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Examination of the financial statement and auditors report thereon;

9. Approval or any subsequent modification of transactions of the Company with related parties;

10. Scrutiny of inter-corporate loans and investment;

11. Valuation of undertakings or assets of the Company, wherever it is necessary; 12. Evaluation of internal financial controls and risk management systems; 13. Monitoring the end use of funds raised through public offers and related matters; 14. Any other matters as prescribed by law from time to time.

C. POWERS OF COMMITTEE

1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review of financial statement before their submission to board

2. May discuss any related issues with internal and statutory auditors and management of the Company

3. To investigate into any matter in relation to above items or referred to it by Board

4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the Company;

5. To seek information from any employee;

6. To secure attendance of outsiders with relevant expertise, if it considers necessary;

7. Any other power as may be delegated to the Committee by way of operation of law.

8. The Audit Committee supervises the Financial Reporting & Internal Control process and ensures the proper and timely disclosures to maintain the transparency, integrity and quality of financial control and reporting. The Company continues to derive benefits from the deliberations of the Audit Committee Meetings.

COMPOSITION OF AUDIT COMMITTEE & ATTENDANCE

At present the Audit Committee comprises of following Members:

During the year 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 attendance of each member of Audit Committee at Audit Committee Meetings are as mentioned below:

Name of Member	Category	Designation	No. of Audit Committee Meetings year 2022-23		during the financial
			Held	Eligible to attend	Attended
Mr. Sumit Saraf#	Independent Director	Chairperson	5	1	1
Mr. Safalkumar Patel&	Independent Director	Chairperson	5	2	2
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 w.e.f May 31, 2022.

*Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee were 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 and Audit Committee was reconstituted on August 31, 2022 and Mr. Safalkumar Patel appointed as chairperson of the audit committee. & Mr. Safalkumar Patel appointed as August 31, 2022 as Independent Director of the company.

NOMINATION AND REMUNERATION COMMITTEE

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act, 2013 and as per the requirements of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is framed by the Nomination and Remuneration Committee and approved by the Board. The terms and conditions for appointment are disclosed at the website of the Company at https://www.upgl.in/policy/nomination-and-remuneration-policy.pdf

COMPOSITION, MEETINGS & ATTENDANCE:

Nomination and Remuneration Committee of the Company comprises of 3 Directors, all of whom are Non-Executive Directors. During the year under review, 4 (Four) meeting of the Nomination & Remuneration Committee was held on 31.05.2022, 31.08.2022, 14.11.2022 & 10.02.2023 attendance of each member of Nomination & Remuneration Committee at Nomination & Remuneration Committee are as mentioned below:

The Composition and attendance is as under:

Name of Member	Category	Designation	No. of	Nomination and	Remuneration	committee
			Meetings	during the financial year 2022-23
			Held	Eligible attend	to Attended
Mr. Sumit Saraf%	Independent Director	Chairperson	4	1		1
Mr. Safalkumar Patel	Independent Director	Chairperson	4	2		2
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. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee were reconstituted as on May 31, 2022 and Mr. Shivang Mahendra Parjapati was appointed as chairperson of the Committee and Thereafter Mr. Shivang Prajapati resigned w.e.f. August 31, 2022 and Nomination and Remuneration committee was reconstituted on August 31, 2022 and Mr. Safalkumar Patel appointed as chairperson of the Nomination and Remuneration committee.

% Mr. Sumit Saraf resigned from director of the comapny w.e.f May 31, 2022.

& Mr. Safalkumar Patel appointed as August 31, 2022 as Independent Director of the company.

The performance of each Independent Director is evaluated by the committee and entire Board of Directors (in the absence of the director being evaluated) on the basis of engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The performance evaluation criteria for Independent Directors is mentioned and uploaded on website of the Company https://www.upgl.in/policy/performance-evaluation-policy.pdf

ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE IS AS UNDER.

The Terms of Reference of the Nomination and Remuneration Committee specified in Regulation 19 read with Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended which is briefed hereunder:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

REMUNERATION POLICY

The details of criteria for making payment, if any, to Executive Director and Non-Executive /Independent Directors are provided under the Nomination and Remuneration Policy of the Company which is available on the website of the Company at https://www.upgl.in/policy/nomination-and-remuneration-policy.pdf. The objectives of the Nomination and Remuneration Policy of the Company is to ensure the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and qualify requirement to run the Company successfully.

Further, remuneration to the Directors, Key Managerial Personnel and Senior Management involves balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

1. REMUNERATION TO MANAGING DIRECTORS/WHOLE-TIME DIRECTORS:

- The Remuneration/Commission etc. to be paid to Managing Directors/Whole-time Directors, etc. shall be governed as per the applicable provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the requisite approvals obtained from the Members of the Company and from other concerned authorities, if required as per the applicable provisions.

- The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Directors/Whole-time Directors.

2. REMUNERATION TO NON-EXECUTIVE/INDEPENDENT DIRECTORS:

- The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

- All the remuneration to the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or Shareholders, as the case may be.

- An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share- based payment schemes of the Company.

- Any remuneration paid to Non-Executive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

- The services are rendered by such Director in his capacity as the professional; and

- In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

- The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share-based payments to be made to Directors (other than Independent Directors).

3. REMUNERATION TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

- The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the

Companys Policy, to the extent it is applicable to the Company.

- The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time.

- The incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

4. REMUNERATION OF DIRECTORS:

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company.

5. EXECUTIVE DIRECTORS:

The remuneration of the Executive Directors is decided by the Nomination and Remuneration Committee based on the performance of the Company in accordance with the Nomination and Remuneration Policy within the limit approved by the Board or Members.

During the year under review, the Company has paid remuneration to Executive Directors of the Company in accordance with the provisions Section 196 and 197 of the Companies Act, 2013, details of which are as under:

Mr. Gagan Mittal is Managing Director of the Company. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors approves the remuneration payable to Mr. Gagan Mittal fixed by shareholders as per the resolution passed at 9^th Annual General Meeting of the Company. As per the recommendation of the Nomination and Remuneration Committee, Mr. Gagan Mittal, Managing Director was paid remuneration during the financial year ended on 31^st March, 2023 as below:

								(Rs. In Lakhs)
Particulars	Salary		Perquisites	Commission		Others	Total	Notice Period and Severance Fees
Mr. Gagan Mittal		12.69	-		-	-	12.69	NIL

6. NON-EXECUTIVE/INDEPENDENT DIRECTORS:

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,

7. REMUNERATION TO SENIOR MANAGEMENT EMPLOYEES:

The Managing Director with the help of the Human Resources Department, carry out the individual performance review based on the standard appraisal matrix and after taking into account the appraisal score card and other factors like Key Performance Area v/s initiatives, balance between fixed and variable pay, fixed components and perquisites and retirement benefits, criticality of roles and responsibilities, industry benchmarks and current compensation trends in the market. Further, any promotion at a senior level management is approved by the Management based on a predetermined process and after accessing the candidates capability to shoulder higher responsibility.

The Notice Period of the Executive Directors of the Company is Six months. Further, there is no notice period for the Independent Directors of the Company.

The Company does not pay any severance fees to any of the Directors.

8. STOCK OPTION:

The Company does not have any stock option scheme for its Directors or employees. Moreover, there is no separate provision for payment of severance fees to the Directors.

9. EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Brief Description of Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee are as per Regulation 20 read with Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended which is briefed hereunder:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of Two Non-Executive Independent Directors and one Executive Director, i.e. Managing Director. The Committee oversees the share transfers as well as takes care of investor grievances.

DETAILS OF MEETINGS AND ATTENDANCE

During 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,

Name of Member	Category	Designation	No. of stakeholders relationship during the financial year 2022-23		committee Meetings
			Held	Eligible to attend	Attended
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
Ms. Sejal Parmar	Independent Director	Chairperson	4	4	4
Mr. Gagan Nirmalkumar Mittal	Chairperson & Executive Director	Member	4	4	4

# Mr. Shivang Mahendrabhai Prajapati was appointed as an Independent Director of the Company w.e.f May 31, 2022 and committee were reconstituted as on May 31, 2022 and were appointed as member of Stakeholders relationship committee and Thereafter Mr. Shivang Prajapati resigned from director of the company w.e.f. August 31, 2022 and Stakeholders relationship committee was reconstituted on August 31, 2022 and Mr. Safalkumar Patel appointed as member of the Stakeholders relationship committee. %Mr. Sumit Saraf resigned from director of the company w.e.f May 31, 2022. & Mr. Safalkumar Patel appointed as August 31, 2022 as Independent Director of the company.

The members of the Companys Stakeholders Relationship Committee are:

COMPLAINT:

Number of complaints outstanding as on April 1, 2022	Nil
Number of complaints received from the Investors from April 1, 2022 to March 31, 2023	Nil
Number of complaints solved to the satisfaction of the Investors from April 1, 2022 to March 31, 2023	Nil
Number of complaints pending as on March 31, 2023	Nil

COMPLIANCE OFFICER: Mr. Aziz Firojbhai Vanak,

Company Secretary & Compliance Officer Survey no. 238, 239, Shahwadi, Opp. New Aarvee denim, Narol-Surkhej Highway, Ahmedabad - 382 405 Email: info@unitedpolyfab.com

GENERAL MEETING:

Annual General Meeting (AGM): -

Venue and time of last three Annual General Meetings of the Company is as under:

AGM	Year Ending	Date	Venue	Time	No. of special resolutions passed
12^th	31.03.2022	September 30, 2022	Through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") via Zoom platform at Registered office	04.34 P.M.	1. Appointment of Ms. Rashmi Kamlesh Otavani (DIN: 06976600) as an Independent Director of the company.
					2. Appointment of Mr. Safalkumar Hasmukhbhai Patel (DIN: 08107710) as an Independent Director of the company.
					3. Alteration in the object clause of Memorandum of Association 4. Adoption of New Set of Articles of Association of the company
11^th	31.03.2021	September 29, 2021	Through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") via Zoom platform at Registered office	04.30 P.M.	Reappointment Of Ms. Sejal Parmar (DIN 07401639) As Independent Director Of
					The Company For AFurther Period Of 5 Years
10^th	31.03.2020	September 26, 2020	Through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") via Zoom platform at Registered office	12.30 P.M.	1. Re-appointment of Mr.Gagan Mittal (DIN:00593377) as a Chairman and Managing Director of the Company
9^th	31.03.2019	September 30, 2019	Registered Office of the Company situated at Survey No. 238, 239, Shahwadi, Opp. New Aarvee Denim, Narol- Sarkhej Highway, Ahmedabad 382 405, Gujarat, India	12:00 P.M	1. Revision in Remuneration payable to Mr. Gagan Mittal (DIN: 00593377), Chairman and Managing Director of the Company.

Following Special Resolutions were passed by the Members of the Company in the Annual General Meetings, as mentioned above, through E-voting, as per the procedure prescribed under Section 108 & Section 109 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 under the overall supervision of the Scrutinizer.

Type of Resolution	Details of Resolution	Resolution passed on	Total No. of votes in favour	Total No. of votes against	% of votes in favour	% of votes against
Special	Appointment of Ms. Rashmi Kamlesh Otavani (DIN: 06976600) as an Independent Director of the company.	September 30, 2022	12422742	0	100.00	0.00
Special	Appointment of Mr. Safalkumar Hasmukhbhai Patel (DIN: 08107710) as an Independent Director of the company.	September 30, 2022	12422742	0	100.00	0.00
Special	Alteration in the object clause of Memorandum of Association	September 30, 2022	12422742	0	100.00	0.00
Special	Adoption of New Set of Articles of Association of the company	September 30, 2022	12422742	0	100.00	0.00
Special	Reappointment Of Ms. Sejal Parmar (DIN 07401639) As Independent Director Of The Company For A Further Period Of 5 Years	September 29, 2021	6281550	0	100.00	0.00
Special	Re-appointment of Mr.Gagan Mittal (DIN:00593377) as a Chairman and Managing Director of the Company	September 26, 2020	1251000	0	100.00	0.00
Special	Revision in Remuneration payable to Mr. Gagan Mittal (DIN: 00593377), Chairman and Managing Director of the Company	September 30, 2019	372350	0	100.00	0.00

Extra-Ordinary General Meeting (EGM)/Postal Ballot Resolution

During the financial year 2022-23, the Company has passed the Resolutions by the Members of the Company in the Extra-

Ordinary General Meeting, held on December 09, 2022, through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). The brief particulars of resolution passed are as follows:

Sr. No.	Particulars of Resolution	Type of Resolution
1	To Approve Increase in Authorised Share Capital of the Company from Rs. 21 Crores to Rs. 25 Crores and Make Consequent Alteration In Clause V Of The Memorandum Of Association	Ordinary
2	To Consider and Approve Issuance of Warrant Convertible into Equity Shares On Preferential Basis To Promoter Category Shareholders Of The Company at a price of Rs.62 per warrant each convertible into 1 Equity Share of the Company	Special

Voting Result of resolution passed at Extra Ordinary General meeting of the company is mentioned below:

			RESOLUTION 1	RESOLUTION 2
Particulars			(Ordinary Resolution)	(Special Resolution)
			To Approve Increase in Authorised Share Capital of the Company from Rs. 21 Crores to Rs. 25 Crores and Make Consequent Alteration In Clause	To Consider and Approve Issuance of Warrant Convertible into Equity Shares On Preferential Basis To Promoter Category Shareholders Of
			V Of The Memorandum Of Association	The Company at a price of Rs.62 per warrant each convertible into 1 Equity Share of the Company
In favour of		No. of Members	17	17
the resolution		No. of Shares	3521243	3521243
		% of shares	100	100
Against the		No. of Members	-	-
resolution		No. of shares	-	-
		% of shares	-	-
Abstained	No. of Members		Nil	Nil
from resolution	No. of Shares		Nil	Nil
Invalid	No. of Less Voted		Nil	Nil
	No. of Shares Less Voted		Nil	Nil

During the year under review, other than above mentioned, No Extra Ordinary General Meeting was convened.

MEANS OF COMMUNICATION:

FINANCIAL RESULTS:

The quarterly and annual financial results are normally published in widely circulated national and local dailies such as "Financial Express"/" Indian Express" in English and "Financial Express" in Gujarati language. Further, the financial results are not sent individually to the shareholders. However, financial results are available on the website of the Company athttps://www.upgl.in/NEWS%20PAPER%20ADVT/Publication%20of%20Financial%20Results%20for%20the%20period%20e nded%20on%20March%2031,%202023.pdf and also on website of NSE at www.nseindia.com.

The Company has not made any presentations to the institutional investors or to the analysts during the financial year ended on March 31, 2023.

WEBSITE:

The Companys website www.upgl.in contains a separate dedicated section namely "Investors" where shareholders information including financial results, Annual Report etc., are available. The Annual Report of the Company for the Financial Year ended on March 31, 2023 is also available on the website of the Company at https://www.upgl.in/investors.html a downloadable form.

DISCLOSURES: i. Disclosures on materially significant related party transactions:

Transactions with related parties, as per the requirements of Ind AS 24, are disclosed in notes to accounts annexed to the financial statements.

The Company does not have any materially significant related party transactions, which may have potential conflict with the larger interest of the Company. The related party transactions entered during the year are disclosed in the notes to the accounts in this Annual Report.

Company has adopted the Policy on Related Party Transactions of the Company for determining the materiality of related party transactions and also on the dealings with related parties. This Policy has been placed on the Companys official website at the web-link https://www.upgl.in/investors.html#Policies

Policy for determination of "Material Subsidiaries" and Policy for dealing with "Related Party Transaction" has been posted on companys website: www.upgl.in and web link for the same is https://upgl.in/policy/MaterialSubsidiaryPolicy.pdf ii. Code of Conduct:

The Code of Conduct for all Board Members and Senior Management of the Company has been prescribed by the Company.

iii. Certification under Regulation 17(8):

The Managing Director and Chief Financial Officer of the Company have furnished the requisite certificate to the Board of Directors under Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

iv. Cases of Non-compliance / Penalties: There is no case of non-compliance / penalties during the year under review.

v. Details of compliances with the Code of Conduct/ Ethics: All the mandatory requirements of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the listing regulations have been complied with by the Company.

vi. The Company does not have any demat suspense account/unclaimed suspense account and therefore, the details pertaining the same are not given.

GENERAL SHAREHOLDERS INFORMATION:

a) Company Registration details:

The Company is registered in the State of Gujarat, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L18109GJ2010PLC062928.

b) Registered Office:

Survey No. 238, 239, Shahwadi, Opp. Newaarvee Denim, Narol-Surkhej Highway, Ahmedabad -382 405

c) Date, time and venue of the 13^th Annual General Meeting: Annual General Meeting is to be held on Friday,

September 29, 2023 at 04:30 P.M IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"): Deemed Venue: Registered Office: Survey no. 238, 239, Shahwadi, Opp. Newaarvee denim, narol-surkhej highway,Ahmedabad - 382405

d) Current Financial Year:

12 months period starting from April 1 and ends on March 31 of subsequent year. This being financial year 2022-23 was started on April 1, 2022 and ended on March 31, 2023.

The tentative schedule for the financial year 2023-24 is as under:

Financial Calendar: [Tentative]

Financial Year	April to March
First Quarter Results	August 14, 2023
Half yearly Results	on or before 14.11.2023
Third Quarter Results	on or before 14.02.2023
Result for the year ending 31.03.2024	on or before May 30, 2024

e) Book Closure Date for AGM: N.A f) Dividend Payment Date: N.A. g) Listing on Stock Exchange(s): Your Companys Shares are listed on

Sr. No. Name of Stock Exchange	Address of Stock Exchange	Scrip Code
1. NSE Limited	Exchange Plaza, Bandra Kurla Complex Bandra East, Mumbai 400051	UNITEDPOLY

Notes: a. Annual Listing fees for the year 2023-24 have been duly paid to the stock exchange. b. ISIN with NSDL & CDSL: INE368U01011

h) Market Price Data & Stock Performance:

Month		Share Price*		NIFTY 50
	High	Low	Volume	High	Low
	(Rs.)	(Rs.)	(No.)	(Rs.)	(Rs.)
April, 2022	61.35	55.55	6,606	18,114.65	16,824.69
May, 2022	32.8	30.10	20,071	17,132.84	15,735.75
June, 2022	52.5	47.5	794,603	16,793.84	15,183.40
July, 2022	39.95	36.6	14,909	17,172.80	15,511.04
August, 2022	39.8	37.55	21,453	17,992.19	17,154.80
September, 2022	39.5	36.75	21,647	18,096.15	16,747.69
October, 2022	60.5	60.5	6,290	18,022.80	16,855.55
November, 2022	78.05	74.6	112,153	18,816.05	17,959.19
December, 2022	114.5	104.05	28,583	18,887.59	17,774.25
January, 2023	104.4	96.60	60,991	18,251.94	17,405.55
February, 2023	93.2	85.75	2714	18,134.75	17,255.19
March, 2023	77.9	74.4	19,935	17,799.94	16,828.34

** Closing Data on the last day of the month.

i) Registrars and Transfer Agents:

M/s. Satellite Corporate Services Private Limited is the Share Transfer Agent for entire functions of share registry, both for physical transfers as well as dematerialisation /rematerialisation of shares, issue of duplicate / split / consolidation of shares etc.

Shareholders are requested to send their share transfer related requests at the following address:

Satellite Corporate Services Private Limited

A Wing, Office No. 106 and 107 Dattani Plaza, Andheri Kurla Road, East West Industrial Estate, Sakinaka, Mumbai-400072 E-Mail ID: service@satellitecorporate.com

j) Share Transfer Systems:

Since the Companys shares are compulsorily traded in the demat segment on stock exchanges, bulk of the transfers take place in the electronic form.

k) Categories of Shareholding Pattern as on 31^st March, 2023:

Sr. No. Category	No. of shares held	% of shareholding
1 Promoters	95,42,050	45.54
2 Mutual Funds	-	-
3 Central Government (IEPF)	-	-
4 Banks, Financial Institutions, Insurance Companies	-	-
5 Foreign Institutional Investor	14,04,000	6.70
6 Private Bodies Corporate	45,93,700	21.93
7 Indian Public	45,12,254	21.54
8 HUF (Indian)	6,97,993	3.33
9 NRIs/ OCBs	1,39,032	0.66
10 GDR / ADR	-	-
11 Others (Trusts and Clearing Members)	62521	0.30
GRAND TOTAL	2,09,51,550	100.00

l) Distribution of Shareholding as on 31^st March, 2023:

Shares Slab	Shareholders	%Age	Total Shares	Amount ()	% Age
Less than 100	2,172	72.02	68,059	6,80,590	0.33
101 to 500	524	17.36	1,26,500	12,65,000	0.4
501 to 1000	116	3.85	91,588	9,15,880	0.44
1001 to 2000	60	1.99	93,442	9,34,420	0.45
2001 to 3000	27	0.9	74,012	7,40,120	0.35
3001 to 4000	13	0.43	45,392	4,53,920	0.22
4001 to 5000	8	0.27	37,014	3,70,140	0.18
5001 to 10000	36	1.19	2,58,923	25,89,230	1.24
10001 to 20000	15	0.5	2,23,139	22,31,390	1.07
20001 to 50000	12	0.4	3,84,272	38,42,720	1.83
50001 &Above	33	1.09	1,95,49,209	19,54,92,090	93.31
Total :	3,016	100.00	2,09,51,550	20,95,15,500	100.00

m) Dematerialization of Shares and Liquidity: (as on March 31, 2023):

The Companys shares are available for dematerialization on both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Shares of the Company are compulsorily traded in the demat form on Stock Exchanges by all investors. As on 31.03.2023 all the shares have been dematerialized by investors and no bulk of the transfer takes place in the demat form.

Mode	No. of Shares	Percentage
Demat	20951550	100.00
NSDL	18026828	86.04
CDSL	2924722	13.96
Physical	-	-

n) Outstanding GDRs/ADRs/Warrants or any convertible instruments and conversion date and likely impact on equity:

There is no outstanding GDRs/ADRs/Warrants or any convertible instruments.

o) Unclaimed Shares lying in Demat Suspense Account:

There are no equity shares lying in the demat suspense accounts or unclaimed suspense account.

p) Shares lying under Investor Education and Protection Fund (IEPF) Account:

There are no equity shares of the Company lying under Investor Education and Protection Fund (IEPF) Account as on 31.03..2023.

q) Foreign Exchange Risk and Hedging activities:

In order to reduce the uncertainty arising on account of exchange rate movements and currency movements on forex exchange exposure, the Company has been placed the hedging policy to secure forex exposures either naturally or otherwise, so that the volatility does not impact the core business of the Company.

r) Commodity Price Risk / Foreign Exchange Risk and Hedging:

During the course of business of the Company, there are import and export of goods and materials. In view of the fluctuation of the foreign currency rate, the Company is exposed to the foreign exchange risk.

Further the Company is exposed to the risk associated with fluctuation in the prices of the commodity used for the manufacturing and trading activities.

The Company does not have material exposure of any commodity and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018.

s) Plant Locations:

Surbey No. 188, Village: Timba, Taluka: Dascroi, District. Ahmedabad-382 425

t) Address for Correspondence:

Shareholders may correspond with the Company at the Registered Office the Company: Secretarial Department

UNITED POLYFAB GUJARAT LIMITED

Survey no. 238, 239, Shahwadi, Opp. New Aarvee Denim, Narol-Surkhej Highway, Ahmedabad 382405

u) Management Responsibility Statement:

The Management confirms that the financial statements are in full conformity with requirements of the Companies Act, 2013 and the same have been prepared in accordance with IND AS prescribed under Section 133 of Companies Act, 2013 and rules made thereunder. The Management accepts responsibility for the integrity and objectivity of these financial statements as well as for estimates and judgments relating to matters not concluded by the period end. The management believes that the financial statements of operation reflect fairly the form and substance of transactions and reasonably present the

Companys financial condition and the results of operations. The Company has a system of internal control, which is reviewed, evaluated and updated on an ongoing basis. The Internal Auditors have conducted periodic audits to provide reasonable assurance that the Companys established policy and procedures have been followed.

v) Policy for dealing with Related Party Transactions:

The policy for dealing with related party transactions has been disclosed at www.upgl.in. The weblink for the same is https://www.upgl.in/investors.html#Policies

w) Credit Ratings or any revisions thereto for debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of Funds whether in India or abroad:

During the financial year, the Company has not issued any debt instruments or any fixed deposit programme or any scheme or proposal involving mobilization of funds whether in India or abroad and as such the requirement of obtaining a credit ratings was not applicable to the Company.

x) Subsidiary Companies:

Pursuant to provisions of Regulation 27 of SEBI (LODR) Regulations, 2015, The policy on Material Subsidiaries as approved by the Board is uploaded on the Companys website www.upgl.in and weblink for same is https://upgl.in/policy/MaterialSubsidiaryPolicy.pdf

OTHER DISCLOSIRES: a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the financial year were on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with Related Parties during the financial year. Related party transactions have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with "IND AS". A statement in summary form of transactions with Related Parties in ordinary course of business and arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

b) Vigil Mechanism/Whistle Blower Policy & Audit Committee:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website viz. https://www.upgl.in/policy/vigil-mechanism.pdf. Weblink for the same is https://upgl.in/policy/vigil-mechanism.pdf

c) The Company has complied with all mandatory requirements laid down by the Regulations 27 of the Listing Obligations and Disclosure Requirements Regulations, 2015. The non-mandatory requirements complied with wherever requires and same has been disclosed at the relevant places.

d) Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: Not applicable

e) There is no non-compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of Schedule V read with Regulation 34(3) of SEBI LODR Regulations.

f) The Company does not have any demat suspense account/unclaimed suspense account and therefore, the details pertaining the same are not given.

g) The Company has fully complied with mandatory requirements of the SEBI (LODR) Regulations, 2015.

h) Non Mandatory Requirements:

Company has not adopted non mandatory requirements as specified in Part-E of Schedule-II of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

i) Utilisation of Fund: Amount 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. (Initial Consideration i.e. 25% of the total consideration amount against the warrant issue price)	310	310

Modified Opinion(s) in audit report: There is no modified opinion given in the Auditors Report on Financial Statements for the year 2022-23. Reporting of Internal Auditor: The internal auditor directly reports to audit committee

Total fees paid to Statutory Auditors of the Company

Total fees of Rs. 5.50/- (Rupees Five Lakhs Fifty Thousand only) plus GST for financial year 2022-23, for all services,was paid by the Company to the statutory auditor. Further there are no entities in the network firm/network entity of which the statutory auditor is a part.

Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to the number of complaints received and disposed of during the financial year 2022-23 are prescribed under

Boards Report forming part of this Annual Report.

j) CEO/CFO Certificate

The Chief Executive Officer and the Chief Financial Officer have furnished a Certificate to the Board for the year ended on March 31, 2023 in compliance with Regulation 17(8) of Listing Regulations. The certificate is appended as an Annexure

"I" to this report. They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015. k) The Company has obtained a certificate from M/s. Payal Dhamecha & Associates, Practicing Company Secretaries confirming that none of the Directors of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority. The said certificate is attached to this Annual Report. l) Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries under Form MR 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year. Accordingly, the Company has engaged the services of M/s. Payal Dhamecha & Associates, Practicing Company Secretary and Secretarial Auditor of the Company for providing this certification. The Company is publishing the said Secretarial Compliance Report and the same has been annexed as Annexure G to the Boards Report forming part of this Annual Report.

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