Your Directors take pleasure in presenting their report and audited
accounts for the year ended 31^st March, 2026.

SUMMARY OF FINANCIAL RESULTS

(' in lakhs)

DIVIDEND

Your Directors have recommended dividend of 175% i.e.,
' 3.50 (previous year 25% i.e.,' 0.50) per equity share of face
value of ' 2/- each for the financial year ended 31^st March,
2026, which if approved at the forthcoming 57^th Annual General
Meeting ("AGM"), will be paid, subject to deduction of tax at
source, to all those equity shareholders of the Company whose
name appear in the Register of Members as on close of business
hours on Friday, 17^th July, 2026 and whose name appear as
beneficial owners as per the beneficiary list furnished for the
purpose by National Securities Depository Limited and Central
Depository Services (India) Limited as of the close of business
hours on Friday, 17^th July, 2026. The dividend on Equity Shares
if approved by the Members, would involve gross cash outflow
of ' 2,434.10 lakhs (previous year ' 347.73 lakhs). The dividend
recommendation is in line with the dividend distribution policy
of the Company. The policy is available on the website of the
Company under Investors section athttp://uelonline.com/policies/
DIVIDEND%20DISTRIBUTION%20POLICY.pdf

OPERATIONAL PERFORMANCE

During the year, the Company traded in agro commodities
totaling to ' 3,200.27 lakhs as compared to ' 11,151.13 lakhs
in the previous year. Other income was ' 2,522.94 lakhs as
compared to ' 611.83 lakhs in the previous year. The Company
has earned profit of ' 2,071.09 lakhs after tax as compared to

profit of '27.83 lakhs in the previous year. The increase in the
other income and profit was due to higher declaration of dividend
by UPL Limited of 300% in the current year as against 50% in
the previous year. The Company is engaged only in trading. The
Company's revenue during the year was from trading and other
income consisting of dividend on equity shares, mutual funds and
interest on bank fixed deposits.

FUTURE OUTLOOK

The Company continues to look at new opportunities of trading.
The Company's revenue is also from other income consisting
of dividend on equity shares and mutual funds. The financial
asset of the Company is mainly investment in listed security and
accordingly, any material volatility in the capital market may
impact the market value of the investment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forms an
integral part of this Report.

TRANSFER TO RESERVES

No amount is transferred from Profit and Loss Account to the
Reserve as provision for proposed dividend.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2026 was
'1390.92 lakhs.

i) Issue of Equity Shares with differential rights, Issue
of Sweat Equity shares and Issue of Employee Stock
Options

During the year under review, the Company has not issued
any shares with differential voting rights, Issue of Sweat
Equity shares and Issue of Employee Stock Options- (ESOS).

ii) Provision of money by company for purchase of
its own shares by employees or by trustees for the
benefit of employees

The Company has no scheme of provision of money for
purchase of its own shares by employees or by trustees for
the benefit of employees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Investments covered under the provisions of Section 186
of the Companies Act, 2013 ("the Act") read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are given in the
notes to the Financial Statements. There are no loans given by the
Company. There are no guarantees issued by the Company.

At the 55^th Annual General Meeting of the Company held on 20
September 2024, the shareholders approved the inter-se transfer
of up to 50,00,000 equity shares of UPL Limited, being part of the
Company's investment in UPL Limited, in one or more tranches, to
Nerka Chemicals Private Limited, a related party of the Company

within the meaning of the Act and the SEBI Regulations, and an
entity belonging to the promoter/promoter group. Pursuant to
such approval, during the financial year 2024-25, the Company
inter-se transferred 17,80,000 equity shares of UPL Limited to
Nerka Chemicals Private Limited through a block deal at market
price. The sale proceeds from such transfer were utilized towards
subscription and payment of the first call money in respect of the
Rights Issue of UPL Limited.

Further, during the year and pursuant to the aforesaid shareholder
approval, the Company inter-se transferred another 9,80,000
equity shares of UPL Limited to Nerka Chemicals Private Limited
and utilized the consideration received therefrom towards
payment of the second call money, including premium of '180
per equity share (comprising of ' 1 towards Paid-up value and
' 179 towards Premium). Consequently, all 49,49,947 equity
shares allotted to the Company have now been fully paid up.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditor

At the 53^rd Annual General Meeting of the Company held
on 19^th August, 2022, the members of the Company have
approved the appointment of M/s. B S R & Co. LLP, Chartered
Accountants (ICAI Firm Registration Number 101248W/
W-100022) as the Statutory Auditors of the Company
pursuant to Section 139 of the Act for a second term of 5
(five) years from the Company's financial year 2022-23. The
Statutory Auditor will hold office till the conclusion of 58^th
Annual General Meeting of the Company to be held in the
year 2027.

The report of the Statutory Auditors on financial statements
along with the notes forms part of the Annual Report and
contains an Unmodified Opinion without any qualification,
reservation or adverse remark.

b) Secretarial Auditor

Pursuant to Section 204 and other applicable provisions,
if any, of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force),
and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and based
on the recommendation of the Audit Committee and
the Board of Directors, the Members at the 56^th Annual
General Meeting appointed M/s. N. L. Bhatia & Associates,
Practising Company Secretaries (Firm Registration No.
P1996MH055800), as Secretarial Auditors of the Company
for a first term of five consecutive years, commencing from
the financial year 2025-26 and ending with the financial
year 2029-30.

The report of the Secretarial Auditors for the financial
year 2025-26 is unmodified and do not contain any
qualification, reservation or adverse remark. The Report of

the Secretarial Auditors is annexed herewith as Annexure to
Board's Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and
the Company's Articles of Association, Mr. Arun Chandrasen
Ashar (DIN: 00192088), Chairman and Non-Executive Director,
who retires by rotation at the forthcoming 57^th Annual General
Meeting (AGM), being eligible, he has offered himself for
re-appointment. Based on the performance evaluation and
the recommendation of the Nomination and Remuneration
Committee and the Board of Directors, and in view of his long¬
standing association with the Company, seniority, and significant
contributions to its growth, as well as the value of his extensive
and diverse experience, the approval of the shareholders is sought
by way of a special resolution for his re-appointment as a Non¬
Executive Director, liable to retire by rotation.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria
of independence as prescribed both under sub-section (6) of Section
149 of the Act and Regulation 16(b) of the SEBI Listing Regulations.

In terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors of the Company have successfully
registered their name for inclusion in the 'Independent Directors
Data Bank' maintained by the Indian Institute of Corporate
Affairs, the declaration in this regard was received from each of
them. In the opinion of the Board, all the independent directors
are persons of integrity and possesses the relevant expertise and
experience (including the proficiency) as required under the Act
and the Rules made thereunder.

The Board is of the opinion that the Director recommended for
re-appointment as aforesaid possesses the required integrity,
expertise, experience and proficiency and recommends the same
to the Members at the ensuing Annual General Meeting.

None of the Directors of the Company has incurred any
disqualification.

Pursuant to the provisions of the Act, Regulations 17(10) and
25(4)(a) of the SEBI Listing Regulations, annual performance
evaluation was carried out of the performance of the Board,
various Board Committees and the directors individually. Various
parameters were considered for evaluation and after receiving
the input from the Directors, the performance evaluation exercise
was carried out. The parameters included Board composition
and effectiveness, governance and strategy, meeting process and
documentation, Board committees, Chairperson effectiveness,
and individual director performance, including specific evaluation
criteria for independent directors.

During the year under review, all the Independent Directors met
on 6^th February 2026 to discuss evaluation of the performance of
Non Independent Directors and the Board of Directors as a whole,

evaluation of the performance of the Chairman of the Company,
taking into account the views of the Directors and evaluation of
the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board
to effectively and reasonably perform its duties. The performance
of evaluation of each Independent Director was carried out by
the Board. The Directors expressed their satisfaction with the
evaluation process.

The information of Director seeking re-appointment as required
pursuant to Regulation 36(3) of the SEBI Listing Regulations and
the Clause 1.2.5 of the Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India, is provided
in the annexure to the notice convening the 57^th AGM of the
Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and
Remuneration Committee, framed and adopted the policy for
selection and appointment of Directors, Senior management
and their remuneration. The Remuneration Policy is stated in the
Corporate Governance Report which forms part of this Report.
The policy lays down criteria for selection of directors and senior
management such as expertise, experience and integrity of the
directors, independent nature of the directors, personal and
professional standing, diversity of the Board, etc. At present no
Director of the Company receives any remuneration from the
Company except payment of sitting fess to the Independent
Directors for attending the Board and Committee meetings. The
Senior management employees are working for the Company on
deputation basis.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS

Pursuant to the Regulation 25(7) of the SEBI Listing Regulations,
the Company has worked out a Familiarization programme for
the Independent Directors, with a view to familiarize them with
their role, rights and responsibilities in the Company, nature of
Industry in which the Company operates, business model of the
Company, etc.

Through the Familiarization programme, the Company apprises
the independent directors about the financial performance,
internal control system, statutory compliances, corporate
governance practices and regulatory updates.

At the time of appointment of independent director, a formal
letter of appointment is given which explains role, responsibility
and rights in the Company. Details of Familiarization programme
of Independent Directors with the Company are available on the
website of the Companyhttps://www.uelonline.com/pdf/UEL
familiarisation program independent directors.pdf

DIRECTORS AND OFFICERS INSURANCE ('D&O')

As required pursuant to the Regulation 25(10) of the SEBI Listing
Regulations, the Company has undertaken Directors and Officers

insurance ('D & O insurance') for its Directors, Officers, and
Employees of the Company, which covers them from alleged
breach of fiduciary duty while performing their duties.

NUMBER OF MEETINGS OF THE BOARD AND BOARD
COMMITTEES

The details of number of meetings of Board and Board Committees
of the Company are set out in the Corporate Governance Report
which forms part of this Report.

COMPOSITION OF BOARD COMMITTEES• Audit Committee

Pursuant to the provisions of Section 177(1) of the Act, Rule 6
of the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 18 read with Part C of Schedule II to
the SEBI Listing Regulations, the Company has constituted
an Audit Committee of the Board of Directors consisting of
three Independent Directors. The details of the composition
of the Audit Committee is provided in the Corporate
Governance Report which forms part of this Report. During
the Financial Year 2025-26, all recommendations made by
the Audit Committee to the Board were accepted by the
Board and there were no instances of non- acceptance.

• Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Act, Rule 6
of the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 19 read with Part D of Schedule II to
the SEBI Listing Regulations, the Company has constituted a
Nomination and Remuneration Committee of the Board of
Directors consisting of two Independent Directors and one
Non-Executive Director. The details of the composition of
the Nomination and Remuneration Committee is provided
in the Corporate Governance Report which forms part of
this Report.

• Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Act
and Regulation 20 read with Part D of Schedule II to the
SEBI Listing Regulations, the Company has constituted
a Stakeholders Relationship Committee of the Board of
Directors, consisting of three members of the Board of
Directors including one Independent Director. The details
of the composition of the Stakeholders Relationship
Committee is provided in the Corporate Governance Report
which forms part of this Report.

• Risk Management Committee

Pursuant to the Regulation 21 read with Part D of Schedule II
to the amended SEBI Listing Regulations, the Company has
constituted a Risk Management Committee of the Board
of Directors consisting of three members of the Board of
Directors including one Independent Director. The details
of the composition of the Risk Management Committee is

provided in the Corporate Governance Report which forms
part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Board of Directors has approved the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to the
provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules,
2014. The CSR Policy is available on the website of the Company
at http://uelonline.com/policies/Corporate%20Social%20

Responsibilitv%20Policv.pdf

The Company through its CSR Policy believes and acts on an ethos
of generosity and compassion, characterized by a willingness to
build a society that works for everyone. Apart from continuously
fulfilling all its regulatory requirements related to the laws of
land, the Company believes in a well-structured corporate social
responsibility culture. The Company undertakes or supports
projects/programs in line with Schedule VII of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

Pursuant to the provisions of sub-section (9) of Section 135 of the
Companies Act, if the amount to be spent by a Company under
sub-section (5) of Section 135 does not exceed fifty lakh rupees,
the requirement under sub-section (1) for constitution of the CSR
Committee shall not be applicable and hence the Company has
not constituted CSR Committee. The functions of CSR Committee
provided under this section is being discharged by the Board
of Directors of the Company. The Board of the Company may
constitute the CSR Committee, as and when required to do
so, by following the sections, sub-sections, rules, regulations,
notifications issued or to be issued, from time to time, by the
Ministry of Corporate Affairs or the Central Government of India.

During the immediately preceding financial year, the provisions
of Corporate Social Responsibility under section 135 of the
Companies Act, 2013 were not applicable and therefore the
Company was not required to spend any amount towards CSR
activities during the year 2025-26. Consequently, a brief outline
of the CSR Policy of the Company, the CSR initiatives undertaken
during the financial year 2025-26 and the Annual Report on
CSR activities as required by the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021 are not applicable
and hence not given as annexure to this Report.

KEY MANAGERIAL PERSONNEL

Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Managing Director;
Mr. K. M. Thacker (ICSI Membership No. ACS 6843), Company
Secretary and Compliance Officer; and Mr. Bipin P. Chheda (ICAI
Membership No. ACA 101820), Chief Financial Officer, are the
Key Managerial Personnel of the Company as on the date of this
report, in accordance with Sections 2(51) and 203 of the Act,
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Further, pursuant to the superannuation of Mr. K. M. Thacker (with
effect from June 3, 2026), the Board of Directors, at its meeting
held on May 27, 2026, appointed Mr. Amit Jain (ICSI Membership
No. 37744) as the Company Secretary and Compliance Officer
with effect from June 4, 2026.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND PARTICULARS OF
EMPLOYEES

As none of the Directors of your Company receives remuneration
from the Company and the Senior management employees are
working for the Company on deputation basis, the information
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, in respect
of Directors / employees of your Company is not given.

The Company has no employee who- (i) if employed throughout
the financial year, was in receipt of remuneration, in aggregate,
more than Rupees one crore and two lakh, or (ii) if employed for
a part of the financial year, was in receipt of remuneration, in
aggregate, more than Rupees eight lakh and fifty thousand per
month. Hence, the information required to be given pursuant to
the provisions of Section 197(12) of the Act, read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, is not
applicable and hence not attached.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the year were
on arm's length basis and were in the ordinary course of business.
There were no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Accordingly, the
disclosure of related party transactions in Form AOC-2 pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not attached to this Report.

All Related Party Transactions are approved by the Audit
Committee. Prior omnibus approval is obtained from the Audit
Committee in respect of the transactions which are repetitive in
nature. The transactions entered into pursuant to the omnibus
approval so granted are reviewed on a quarterly basis by the audit
committee. The Audit Committee of the Company consists of
only Independent Directors.

The policy on Related Party Transactions as approved by the Board
is uploaded on the Company's website. The same can be accessed
on the website of the Companyhttps://uelonline.com/policies/
Policy-on-Related-Party-Transactions.pdf

As required pursuant to the provisions of Sections 177 and 188 of
the Act and the Regulation 23(1) of the SEBI Listing Regulations,
the Company at the Annual General Meeting held on September
20, 2024 obtained approval of the Members for undertaking
related party transactions which may exceed the materiality
threshold of ten per cent of the annual turnover of the Company
as per the last audited financial statements, and which are in the
ordinary course of business and on arms' length basis.

Detailed disclosures of related party transactions, as required
under IND AS-24, including the names of related parties and
particulars of transactions undertaken with them, are provided
in the Notes to the financial statements. Such disclosures are also
submitted to the stock exchanges on a half-yearly basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formed Vigil Mechanism / Whistle Blower Policy
to deal with any fraud, irregularity or mismanagement in the
Company. The policy enables any employee or director to directly
communicate to the Chairman of the Audit Committee to report
any fraud, irregularity or mismanagement in the Company. The
policy ensures strict confidentiality while dealing with concerns
and also that no discrimination or victimization is meted out to
any whistle blower. The policy is also posted on the website of the
Companyhttps://uelonline.com/policies/UEL WHISTLEBLOWER
POLICY.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established and maintained an internal control
system commensurate with the size, scale and complexity of its
operations. The framework encompasses policies, procedures
and segregation of duties across key financial, operational
and compliance processes to ensure transactions are properly
authorized, recorded and supported by adequate documentation.
Internal controls are reviewed periodically by the internal audit
function, currently outsourced to M/s. Shah A P & Associates
Chartered Accountants (Firm Reg. No. 157129W) and by
management to identify and remediate control gaps. The report
prepared by internal audit team forms the basis of utilization by
the Managing Director and Chief Financial Officer for financial
reporting as required under Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Internal Controls over Financial Reporting:

The adequacy and effectiveness of internal financial controls
over financial reporting are reviewed and evaluated by the
Audit Committee. Significant findings, material weaknesses and
recommendations arising from internal audits are reported to
the Audit Committee; corrective actions are tracked to closure
and validated by follow-up reviews. The Company complies
with applicable Accounting Standards and maintains accounting
records in accordance with generally accepted accounting
principles in India, which together support the preparation of
reliable financial statements that present a true and fair view.

Based on the assessments and assurance provided by the internal
audit function and management, the Board is satisfied that the
Company's internal control system, including internal financial
controls over financial reporting, is adequate and operating
effectively for the current business environment. The Board
continues to monitor developments and strengthen controls as
required to address evolving risks.

RISK MANAGEMENT FRAMEWORK

Pursuant to the SEBI Listing Regulations, the Company has
prepared Risk Management Framework for identifying and
evaluating various major business risks faced by the Company.
Risk Management Framework aims to lay down the procedure
for risk assessment and risk minimization. Risk Management
Framework is prepared to ensure internal controls and effectively
respond to any changes in the business environment so as to
achieve high degree of business performance, limit any negative
impact on its working and avail of benefits arising out of any
business opportunities. There are standard practices in place to
ensure that strong financial controls are in place.

The Company has constituted, pursuant to Regulation 21
of the SEBI (Listing Obligation and Disclosure Requirements)
Regulation 2015, a Risk Management Committee consisting
of three Directors of the Company including one Independent
Director. The role of the Committee is to formulate a detailed
risk management policy including framework for identification
of various internal and external risks faced by the Company. The
role of the Committee is also to oversee implementation of risk
management, to monitor and evaluate significant risk exposures
of the Company, evaluate the adequacy of risk management
systems and assess management's appropriate methodology to
mitigate the exposures in a timely manner. The Committee gets
regular inputs from management and thereafter various risks are
identified and mitigating plans are developed to resolve the same.
There is continuous monitoring by the Committee to ensure that
the mitigation plans are effectively met in case risks arises.

The audit committee has additional oversight in the area of
financial risks and controls.

Key business risks perceived by the Company and mitigating
initiatives are as under:

- Funding risk:- As there are only trading activities in the
Company, the Company may not be able to mobilize
adequate funds, if any, in time. The mitigating factors are
that the Company has good investment in the quoted
shares, so raising additional funds, if any, will not be difficult
for the Company.

- Regulatory risk:- Any change in Government / Regulators
Policy / Rules / Regulations will require fresh compliances.
The mitigating factors are that the group has very strong
and dedicated team consisting of professionals to study
regulatory changes and fresh compliance requirement.

- Foreign currency fluctuation risk:- The Company is
engaged in the trading activities, which may subject to risk
of less profit / loss on account of volatility in foreign currency
exchange. The mitigating factors are that the management
ensures to enters in trading transactions in such a way
that there are minimal risks of volatility in foreign currency
exchange or the Company may take adequate forward
cover for foreign exchange fluctuations.

- Cyber Security Risk:- The Company is subjected to risks
associated with IT and cybersecurity related to dealing with
cybercrime, theft of sensitive information. The mitigating
factors are that the group has Best-in-class IT Infrastructure
and IT security systems that has established robust
firewalls and disaster recovery mechanisms. Perpetual
event monitoring, implementation of suitable access
controls, continuous improvement on IT Infrastructure
and Cybersecurity and educating the entire group on safe
behavior and practices are regularly undertaken.

- Trading business Risks: The Company is engaged in the
trading business of various items viz., ago commodities,
metals, chemicals etc. The Company does business directly
in the market through contractual arrangements with
suppliers and customers, i.e., deals in market are done
through sale and purchase contracts at pre-determined
rates and quantities, with small tolerance, with the help of
market intermediaries. There can be risks on unfulfillment
of contractual terms by suppliers or customers such as non¬
delivery, late / short delivery, quality issues, etc., from supply
side and non-payment from customer side. The Company
also does business on MCX Commodity platform, i.e., deals
are done on MCX platform through intermediary registered
with MCX/SEBI. The deals are only done when there is
difference between the spot rates and future rates based
on the available future contracts at MCX.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as
specified under section 143 (12) of the Act.

DEPOSITORY SYSTEM

99.51% of the total paid up equity shares of the Company are
dematerialized as on 31^st March, 2026.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars relating to energy conservation, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under section 134(3)(m) of the Act read with the Rule
8(3) of the Companies (Accounts) Rules, 2014, for the year 31^st
March, 2026 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

' in Lakhs.

(a) Foreign Exchange earned Nil

(b) Foreign Exchange outgo Nil

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to the
information and explanations obtained by them, the directors
make the following statements in terms of Section 134(3)(c) of
the Act:

a) That in the preparation of the annual financial statements
for the year ended 31^st March, 2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any.

b) That such accounting policies as mentioned in Note 2.2 of
the Notes to the Financial Statements have been selected
and applied consistently and judgement and estimates have
been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at 31^st March, 2026 and of the profit of the Company for
the year ended on that date.

c) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities.

d) That the annual financial statements have been prepared
on a going concern basis.

e) That proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively.

f) That systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

CORPORATE GOVERNANCE

Your Company and its Board has been complying with Corporate
Governance to the extent set out in this respect as a separate
report, in pursuance of requirement of para C of Schedule V of
the SEBI Listing Regulations, as applicable.

A Certificate from Secretarial Auditors regarding compliance of
the conditions of Corporate Governance as stipulated under para
E of Schedule V of the SEBI Listing Regulations is attached and
forms integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Environment, Social and Governance
("ESG") parameters, namely the Business Responsibility and
Sustainability Report ("BRSR"), is attached and forms part of this

Annual Report, in accordance with the disclosure requirements
contained in Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from
time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return
for Financial Year 2025-26 prepared in accordance with Section
92(3) of the Act is made available on the website of the Company
and the web link of such draft Annual Return ishttps://www.
uelonline.com/annual returns.html

LISTING OF THE COMPANY'S EQUITY SHARES

The Equity Shares of your Company continue to be listed on the
BSE Ltd. and National Stock Exchange of India Ltd. There is no
default in paying annual listing fees.

INSURANCE

All the properties of the Company, to its best judgement, have
been adequately insured.

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

There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of the
Company and its future operations.

EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting
the financial position of the Company, which have occurred
between the end of the financial year of the Company to which
the balance sheet relates and the date of this Report.

GENERAL

No disclosure or reporting is required in respect of the following
points as there were no transactions / information on these items
or were not applicable to your Company during the year under
review:

a) The Company has no subsidiary as on 31^st March, 2026.

b) The Company has not accepted any deposits from public.

c) Disclosure as per Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013

d) No application has been filed for corporate insolvency
resolution process, by or against the Company, under the
Insolvency and Bankruptcy Code, 2016 during the year
under review.

e) There was no instance of one-time settlement with any
Bank or Financial Institution.

f) Maintenance of Cost Records under section 148 (1) of the
Companies Act, 2013.

g) Disclosures related to Maternity Benefit Act, 1961.
ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders and various
government agencies and ministries for their continued support.

CAUTIONARY STATEMENT

Statements in the Director's Report and the Management
Discussion and Analysis describing the Company's objectives,
expectations or predictions, may be forward looking within the
meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement.
Important factors that could influence the Company's operations
include: changes in government policies and tax laws, economic
development of the country, and other factors which are material
to the business operations of the Company.

Mumbai By Order of the Board of Directors

27 ^th May, 2026 For UNIPHOS ENTERPRISES LTD.

Registered Office:

11, G.I.D.C., Vapi

Dist. Valsad, Gujarat, Arun Chandrasen Ashar

Pin- 396 195 Chairman

Tel. No.: 0260-2400717 (DIN: 00192088)

Fax: 0260-2401823
Website: www.uelonline.com
E-mail: uel.investors@upl-ltd.com
CIN: L24219GJ1969PLC001588