Universal Starch Chem Allied Ltd Directors Report

Your directors have the pleasure in presenting the 53 rd Annual Report of the Company along with audited statements of accounts for the year ended 31 st March 2026. The summarized financial results are given below:

(Rs. In Lacs.)

Particulars	2025-26	2024-25
Total Sales and Other Income	49,009.21	49,238.74
Profit before depreciation	2,559.77	1,055.70
Depreciation	738.69	628.42
(Loss) / Profit Before tax	1,821.08	427.28
Provision for taxation (Including Deferred & Current Tax)	508.67	106.10
(Loss) / Profit after tax	1,312.41	321.18
Less Income Tax Adjustment	27.09	-
Balance brought forward	3,469.02	3,147.84
Balance Carried forward to Balance Sheet	4,754.34	3,469.02

DIVIDEND:

The Board of Directors of Your Company, after considering holistically the relevant circumstances and keeping in view the Company has decided not to declare any dividend for the year.

PERFORMANCE REVIEW, BUSINESS AFFAIRS & OUTLOOK

Your Companys total Sales and other income for the year amounting to Rs. 49,009.21 Lacs as compared to Rs. 49,238.74 Lacs of last year. The result for the year shows profit before Depreciation of Rs. 2,559.77 Lacs as against profit before depreciation of Rs. 1055.70 Lacs in the previous year, net profit before tax is Rs. 1,821.08 Lacs as compared to a profit of Rs. 427.28 Lacs in the previous year. Further details of operation are given in the management discussion and analysis report which form part of this report.

With better raw material situation & reasonable prices of the maize crop, we are continuously optimistic about the current year. Your company continues its endeavor to expand into new export markets which will in turn increase the turnover further.

TRANSFER TO RESERVE:

No amount has been transferred to reserves during the year under review.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and rule made there under.

CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Authorized or Paid Share Capital of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have 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 of the company for the same period;

c) the directors have 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is as per the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in their relevant fields and the Company benefited immensely by their presence in the Board.

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Nayankunwar Rawal (DIN: 03605134) who retires by rotation and being eligible offers herself for reappointment.

During the financial year, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Gopalsingh Rajput (DIN: 11238557) with effect from August 11, 2025 as Additional Non-Independent Executive Director on the Board of the Company.

Further, the appointment of Mr. Gopalsingh Rajput (DIN: 11238557) was regularized as Non-Independent Executive Director by the members at the 52 nd Annual General Meeting held on September 30, 2025.

Mr. Subhash H. Rajput (DIN: 08602709), Whole-time Director of the Company, resigned from the office of Whole-time Director with effect from 11 th November, 2025, upon completion of his tenure. Consequently, he ceased to be a Whole-time Director of the Company with effect from the said date. The Directors place on record their deep appreciation for his valuable guidance and assistance received during his tenure as a Whole Time Director of the Company.

As on 31 st March, 2026 Dr. Jaysingh Rajput (DIN: 00405232), Mr. Ravi Yadava (DIN: 00440585), Mrs. Namrata Garud (DIN: 10832812), Mr. Ganesh Kumar Vishwanath (DIN: 10746168) and Mr. Vishal Thakkar (DIN: 05327900) all were Independent Directors of the Company. The above directors have given

a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, each of these director fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the nonexecutive directors vis-a-vis the company during the year. Also, no payment, except sitting fees, was made to any of the nonexecutive directors of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Independent Director of the Company have submitted the declarations of independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services, infrastructure and real estate industry and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have included their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2025-26, four meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance Report forming part of the Boards Report.

STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEE, AND ITS DIRECTORS:

The Board of directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of Section 134 (3) (p) ofthe Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI).

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, transparency, adhering to good corporate governance practices 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, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors on 30 th March, 2026, the performance of non-independent directors, the performance of the board as a whole, and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. The meeting also assessed the quality, quantity, and timelines of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes, and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors. The said policy is annexed as Annexure A to the Boards Report. The said policy is also posted on the website of the Company and its weblink is:

INTERNAL FINANCIAL CONTROLS:

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

COMMITTEES OF THE BOARD:

The details pertaining to composition various Committees i.e Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS & AUDIT REPORTS:

i) Statutory Auditors:

M/s M B Agrawal & Co, Chartered Accountants appointed as Statutory Auditors of the company as per section 139 to hold office till the conclusion of the 54 th Annual General Meeting. In regard to the Company has received a Certificate from the Auditors to the effect that if appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

In accordance with the Companies Amendment Act, 2017, enforced on 7 th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

ii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Leena Agrawal & Co as secretarial auditor of the Company for the period of Five Financial Year commenced from F.Y 2025-26 to F.Y. 202930.

AUDIT REPORTS:

i) Independent Auditors Report does not contain any qualifications, reservations, or adverse remarks and the fair view of the financial statement is not affected. The audit report is enclosed as a part of this report.

ii) The Secretarial Auditors Report contains certain qualifications and observations, which are self-explanatory and the Board of Directors is of the opinion that these do not have any significant impact on the Company.

EXPLANATION AND COMMENTS BY THE BOARD ON DISCLAIMER MADE IN AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The Auditors Report does not contain any qualifications, reservations or adverse remarks and the true and fair view of the financial statements is not affected. The Secretarial Auditors Report contains certain qualifications and observations, which are self-explanatory and the Board of Directors is of the opinion that these do not have any significant impact on the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls

to manage, mitigate and handle them. The key categories of risk jotted down in the Policy are Strategic Risks, Financial Risks, Operational Risks and such other risk that may potentially affect the working of the Company. The risk management framework is supported by the Board of Directors, Management and the Audit Committee. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. At present, in the opinion of the Board of Directors, there are no risk which can significantly threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The report on Corporate Social Responsibility activities carried out during the financial year 2025-26 is annexed herewith as Annexure D to this report.

LISTING WITH STOCK EXCHANGE:

At present, your Companys securities are listed on:

BSE, Phiroze Jeejeehoy Towers, Dalal Street, Fort, Mumbai- 400001, Code No. 524408.

VIGIL MECHANISM:

In pursuant to the provisions of Sections 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the Financial Year 202526 has been uploaded on the website of the Company .

Link:

compliance-certificate

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished here under:

S r No	Name		Designation		Remuneration paid in FY 2025-26 (In Rs.)	Remuneration paid in FY 2024-25 (In Rs.)		Increase/ Decrease in remuneration from previous year (In Rs.)		% Increase/ Decrease in remuneration from previous year (In Rs.)		Ratio/Times per Median of employee remuneration
1	Mr. Jitendrasinh J. Rawal		Chairman & Managing Director		13425600	11410320		2015280		17.66%		70.57
2	Mrs. Hansarani Vaghela		Whole-time director (Works)		2688000	2688000		-		-		14.12
3	Mrs. Nayankuwar J. Rawal		Whole-time director		1344000	1344000		-		-		07.06
4	Mr. Subhash R Rajput (Resigned w.ef 11.11.2025)		Whole-time director		836164	1278777		-		-		04.39
5	Mr. Jaykumar J. Rawal (Resigned w.e.f 14.12.2024)		Whole-time director		-	4480000		-		-		-
6	Mr. Nikhil Borana		Company Secretary (KMP)		932100	858758		73342		8.54%		4.90
S r No	Name	Designation		Remuneration paid in FY 2025-26 (In Rs.)		Remuneration paid in FY 2024-25 (In Rs.)	Increase/ Decrease in remuneration from previous year (In Rs.)		% Increase/ Decrease in remuneration from previous year (In Rs.)		Ratio/Times per Median of employee remuneration
7	Mr. Gopalsingh B. Rajput	Whole-time director		1067200		-	-		-		5.60
8	Mr. Jivan N. Mali	Chief Financial Officer		681600		-	-		-		3.58

The non- executive directors were paid only sitting fees of Rs. 5,86,000/- during the FY 2025-26.

*Mr. Jitendrasinh J. Rawal paid full remuneration for the FY 2025-26, as per terms and conditions approved by the shareholders in the AGM held on 29-09-2018, 30.09.2021 & 30.09.2024.

There were 376 permanent employees on the rolls of the Company as on 31 st March, 2026.

DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 THAT THE DETAILS OF EMPLOYEES IN RECEIPT OF REMUNERATION IN THE AGGREGATE NOT LESS THAN INR 1 CRORE AND 2 LACS PA., IF EMPLOYED THROUGHOUT THE YEAR OR INR 8.50 LACS PM IF EMPLOYED FOR A PART OF THE YEAR DURING 2025-26

Pursuant to the provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the statement containing particulars of the top ten employees in terms of remuneration drawn during the financial year 2025-26 and the particulars of employees drawing remuneration as prescribed under the aforesaid Rules is given below.

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO RULE 5(2) & RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr No.	Name of Employee	Designation	Remuneration	Nature of Employment (Contractual/ Permanent)	Qualification	Experience (Years)	Date of Commencement of Employment	Age (Years)	% of Equity Shares Held	Relative of any Director/Manager (Yes/No, if Yes specify)
1	Hon, Ble Rawal Jitendrasing J	Chairman & Managing Director	Rs. 1000000/-	Permanent	BSC Agri.	50 Years	30.09.1999	79 Years	14.18	Yes Father of Mrs. Hansarani Vaghela and Spouse of Mrs. Nayankunwar Rawal
2	Mr. Parmar Rajesh Prabhudas	Chief Operating Officer	Rs. 465000/-	Permanent	B.E Chemical	9 Years	28-03-2017	54 Years	Nil	No
3	Mrs. Parmar Ritaben Rajesh	Sales Executive	Rs. 285000/-	Permanent	M. COM	9 Years	28-03-2017	48 Years	Nil	No
4	Mr. Gopalsingh Rajput	Director	Rs. 275000/-	Permanent	M.Sc Chemistry	1 Years	17/03/2025	55 Years	Nil	No
5	Mrs. Hansarani Waghela	Whole Time Director	Rs. 200000/-	Permanent	BA (Economics)	9 Years	16-08-2016	47 Years	2.68	Daughter Of CMD
6	Mr. Prajapati Kartikay	Sr. Manager	Rs. 124405/-	Permanent	M.Sc (Org. Chemistry)	8 Years	07-12-2017	53 Years	Nil	No
7	Mr. Girase Sr. Manager Mahendra Bhimsing Production		Rs. 120000/-	Permanent	B.Sc Chemistry	12 Years	30-10-2014	55 Years	Nil	No
8	Mr. Sisodiya Mahesh GM - Utility & Surendrasing Maintenance		Rs. 120000/-	Permanent	Diploma in Instrumentation Engineering	9 Years	01-11-2017	50 Years	Nil	No
9	Mr. Bagal Nilesh Bhatu	Sr. Manager Project	Rs. 115000/-	Permanent	M.Tech Project Manage	7 Years	08-08-2019	35 Years	Nil	No
10	Mr. Banait Vijay Wasudeo	Sr. Manger Boiler	Rs. 110000/-	Permanent	Boiler Operation Engineer (BOE) Diploma in Electrical	7 Years	27-04-2019	44 Years	Nil	No

Note: None of the employees of the Company, other than those disclosed above as the top ten employees in terms of remuneration drawn, was in receipt of remuneration exceeding the limits prescribed under Rule 5(2)(i), Rule 5(2)(ii) or Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

CHANGES IN NATURE OF BUSINESS, IF ANY:

During the year under review there is no change in the nature of business of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Harassment policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. The internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the company has not received any Sexual Harassment Complaints and no complaints are pending as of the end of financial year.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the POSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including those related to sexual harassment, were received during the year under review.

MATERNITY BENEFIT AFFIRMATIONS

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review, the Company has not issued any shares with differential voting rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME

During the year under review, no option under the Employee Stock Option Scheme was granted or vested to any employee or directors of the Company.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have not been any material changes and commitment affecting the financial position of the Company during the financial year 2025-26.

INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014-CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy:

The activities of your company require minimal energy consumption and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

b) Technology Absorption:

1. The Company has successfully implemented the procedures to improve the productivity, quality, energy saving, GMP and GHP.

The R & D Department is active in upgrading the technology of production of value added products through finely tuning the SOP.

The range of value added products have been widened to satisfy the specific applications in pharmaceutical, food and paper industry. The Company received GMP license from FDA (MS).

2. The Company implemented Pest Control schedules in the premises by M/s Pest Control (India)P. Ltd. Jalgaon. This is mandatory to maintain the hygiene Standards in the manufacturing and storage of products. The Pest control schedules resulted control on Total Bacterial Count (TBC) and Total Fungal Count (TFC) along with control of pathogens in finished products.

3. The Company established Air Handling Unit (AHU) at Microbiology Laboratory as the compliance of the mandatory requirements by FDA.

4. The Company has already established the following Projects:

Biomethanation Project, Co-Generation Power Plant, Wind Mill at Brahmanwel.

c) Foreign exchange earnings and outgo:

The details of foreign exchange earnings and outgo are detailed in Note No. 33 forming part of Accounts.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance

on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

CORPORATE GOVERNANCE:

Your Company has complied with the Corporate Governance practices mandated by Listing Regulations. The company has adopted the Code of Conduct which is also available on the website of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Corporate Governance Report along with the Certificate from M/s. M B Agrawal & Co., Practising Chartered Accountant set out as part of the Annual Report. A Management Discussion and Analysis Report also accompanies this report.

LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016

During the financial year under review, there were No application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the Financial year under review, there were No one time settlement of Loans taken from Banks and Financial institutions.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

DEVELOPMENT AND IMPLEMENTATION OF A MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

SECRETARIAL STANDARDS:

Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year is given in Note 38 ofthe Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board. The said policy is posted on the website of the Company, niversalstarch.com and its weblink .

The details of related party transactions as required under provisions of section 134(3) of the Companies Act 2013 are provided in Form AOC-2, which is annexed to this Directors Report as Annexure C.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their appreciation and gratitude to the Union Government, State Government, The Shamrao Vithal Co-op.Bank Ltd.. Customers and our valued shareholders of their kind support, co-operation and guidance.

For and on behalf of the Board of Directors, Universal Starch Chem Allied Limited

Place: Mumbai

Date: 12 th August, 2026 Sd/-

Jitendrasinh J. Rawal Chairman & Managing Director DIN:00235016

ANNEXURE A

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 ofthe Companies Act, 2013 and the Listing Agreement, entered into by the Company with Stock Exchanges, as amended from time to time, this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

Policy on Directors Appointment and Remuneration

1.1 Appointment criteria and qualifications

a) A person who is proposed to be appointed as Director of the Company should be eligible to be appointed as Director and must hold Director Identification Number issued by the Central Government and possess such qualification, expertise and experience as prescribed under the Act.

b) Without prejudice to generality of the above, a person who is proposed to be appointed as an Independent Director shall also be subject to compliance of provisions of Section 149(6).

c) KMP or Senior Management personnel shall have adequate qualification, expertise and experience in the relevant field for which the appointment is proposed to be made.

d) The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

1.2 Term / Tenure

a) The Company shall appoint or re-appoint any person as its Managerial Personnel for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) An Independent Director shall hold office for a term of up to five consecutive years on the Board of the Company and will be eligible for reappointment on the passing of a resolution by the Company and disclosure of such appointment in the Boards report. - No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly

1.3 Evaluation- The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at such interval as deemed fit

1.4 Removal- The Committee may recommend the Board for removal of a Director, KMP or Senior Management Personnel for reasons recorded in writing. The Procedure for removal of any Director shall be as per the provisions of the Act in this regard.

1.5 Retirement- The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Company will have the discretion to retain the Directors, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

2.1 Remuneration Policy

a) The remuneration / compensation / commission etc. to the Managerial Personnel will be determined by the Committee and recommended to the Board for approval which shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Managerial Personnel shall be in accordance with the percentage / slabs / conditions as per the provisions of the Act.

c) Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managerial Personnel.

d) Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such a person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

2.2 Remuneration to Managerial Personnel, KMP, Senior Management Personnel and Other Employees

a) The Managerial Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the provisions of the Companies Act, 2013 and rules made thereunder for the time being in force. The breakup of the pay scale and quantum of perquisites including employers contribution to P.F. pension scheme, medical expenses, club fees, other non-monetary benefits etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) The Managerial Personnel shall be eligible for performance linked incentives as may be determined by the Board from time to time.

c) The Managerial Personnel may be paid commission if approved by the shareholders. The shareholders may authorize the Board to decide on commission to be paid to any Managerial Personnel of the Board.

d) If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Personnel in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

e) If any Managerial Personnel draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

f) The remuneration to Company Secretary, Senior Management Personnel and other employees shall be governed by the HR Policy of the Company.

2.3 Remuneration to Non-Executive / Independent

Directors

a) The remuneration shall be in accordance with the provisions of the Companies Act, 2013 and rules made thereunder for the time being in force.

b) The Non-Executive / Independent Director may receive fees for attending meetings of the Company. Provided that the amount of such fees shall not exceed 1 Lac per meeting of the Board or Committee or such amount as may be prescribed under the Act. Additionally, the Non-Executive Directors shall be reimbursed for travelling and incidental expenses incurred for attending the meetings.

c) Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

d) An Independent Director shall not be entitled to any stock option of the Company.

For and on behalf of the Board of Directors, Universal Starch Chem Allied Limited

Place: Mumbai

Date: 12 th August, 2026 Sd/-

Jitendrasinh J. Rawal Chairman & Managing Director DIN:00235016