The Directors have pleasure in presenting the Fifty second Annual Report together with the Audited Accounts of the Company for the
year ended 31st March, 2025.

OPERATIONS AND FINANCIAL RESULTS
SUMMARY OF FINANCIAL RESULTS AS PER IND-AS

DIVIDEND / RESERVES

Your Directors recommend a dividend of H35/- per Equity share
of nominal value of H10 each (i.e.350%) for the year ended 31st
March, 2025 as against H25.00/- (i.e.250%) paid for the previous
year. The total outgo towards dividend on equity shares amounts
to H691.25 Lakhs. Your Directors have decided not to transfer
any amount to the Reserves for the year under review. We are
pleased to announce this highest dividend in the history of the
Company which stands as a testament to our commitment to
reward shareholders year on year and deliver value creation and
healthy returns to them.

OPERATIONS

The total Income in FY 24-25 stood at H20,006.76 lakhs vs
H18,414.08 lakhs in FY 23-24 marking a year-on-year growth
of 8.65 %. The Petro and Decanter segments were the key
drivers of this sales growth. Additionally, the Original Equipment
Manufacturer (OEM) segment also witnessed good growth in
the order book. The FY 24-25 EBIDTA stood at H5,096.80 lakhs
Vs H 5,338.90 lakhs in FY 23-24. The Profit Before Tax stood at
FY 24-25 i.e. H 4,522.01 lakhs Vs H 4,808.49 lakhs in FY 23-24.
The Profit After Tax was H3,357.30 lakhs Vs H 3,545.98 lakhs
in FY 23-24. Further, detailed information on the Company’s
operations, outlook, industry overview has been detailed in the
report on Management Discussion and Analysis, which forms
part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company’s internal control system has been designed
keeping in mind the size and nature of operations to ensure strict
compliance with applicable legislation. Your Company has in
place adequate controls on resource utilization, and provision of
accurate and speedy financial statements. The Company ensures
compliance with policies and procedures and other statutory and
legal obligations on an ongoing basis. Your Company's Internal
Financial Controls on its entire processes have been vetted by the
Statutory Auditors. Internal control is supplemented by effective
and independent internal audit. The Board ensures that timely
measures are taken in case of any deviation from budgeting.
Management regularly reviews the findings of the Internal
Auditors and ensures effective implementation of suggestions/
observations of the Internal Auditors. In addition, the Audit
Committee of the Board regularly addresses significant issues
raised by the Internal and the Statutory Auditors.

The management information system (MIS) forms an integral
part of the company’s control mechanism. This enables the
Company to strictly adhere to all applicable procedures, laws,
rules and statutes.

PROSPECTS

Moving ahead, the industry is expected to positively benefit from
technological advancement. As the industry adopts cutting-
edge technology, it is expected to help in promoting effective

and sustainable production processes within the industry. This
is expected to help in reducing waste, improving production
efficiency and therefore support sustainable growth in the
industry in the coming years. The Petrochemical and Fertilizer
industries are further expected to drive the growth of this sector
in the coming years. Your Company is well poised to seize
these opportunities.

QUALITY MANAGEMENT

The Company has set high benchmarks on quality and on on-
time delivery thereby providing a competitive edge in current
business scenario. The Company's operations continued to be
certified ISO 9001:2015/ISO 14001:2015/ISO 45001:2018.

ENVIRONMENT, HEALTH AND SAFETY

The Company ensures the well-being and safety of employees,
customers, and the community. The company's operations
continue to hold certifications for ISO 14001:2015 and
ISO 45001:2018, reflecting its unwavering commitment to
maintaining high standards of environmental management and
occupational health and safety.

HUMAN RESOURCE MANAGEMENT

The workforce of the Company forms the foundation for
attaining the long-term goals of the Company. The Company
supports the growth and development of its workforce
through various initiatives. Uni Abex ensures a healthy working
environment, further maintaining a healthy employee retention

rate in the organisation. Transparent communication channels
are provided within the organisation which facilitates the
employees to provide their feedback and express their concerns.
These initiatives together aid in creating a responsive working
culture in the Company.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES
INCLUDING NUMBER OF PEOPLE EMPLOYED

As on 31st March 2025, the total numbers of permanent
employees on the payrolls of the Company at all the
locations was 92.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12) read with
Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this report. In
terms of Section 136 of the Act, the Report and Accounts are
being sent to the Members and others entitled thereto, excluding
the information on employees' particulars which is available for
inspection by the Members up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may email to the Company in this regard.

The sitting fees per Board Meeting attended is H75,000/- w.e.f.

11.11.2024 (H50,000 upto 08.08.2024), as also for each meeting
of the Audit Committee attended. For attending all other
Committee Meetings, the fees per meeting is H10,000/- (except
Stakeholders Relationship Committee, where no fee is paid).

DIRECTORS

a) Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and the Rules made thereunder, Mrs.
P. F. Neterwala retires by rotation at the ensuing General
Meeting and is eligible for re-appointment.

b) Based on the recommendation of the Nomination and
Remuneration Committee, the Board approved the
appointment of Dr. Sonali Tipre (DIN:03472505) as an
Additional Director w.e.f. 30th March, 2024, in the category
of Independent Non- Executive Director. The Shareholders
vide Postal Ballot remote e-voting process on 15th June,
2024, approved her appointment for a first consecutive
term of 5 years w.e.f. 30th March, 2024.

c) The Board based on the recommendation of the Nomination
and Remuneration Committee at its meeting held on 10th
May, 2024 approved appointment of Mr. Mohan K Fondekar
(DIN:01089689) for a second term as an Independent
Director of the Company for a period of five (5) years w.e.f.
8th August, 2024. Further, since Mr. Fondekar is above the
age of 75 years, approval from shareholders was also taken
for his continuation as an Independent Director for his
second consecutive term of five years. The Shareholders
vide Postal Ballot remote e-voting process on 15th June,
2024, approved his appointment for a second consecutive
term w.e.f. 8th August, 2024.

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies Act, 2013 as

applicable to Listed Companies, the following Committees of

the Board have been duly constituted:

I. Audit Committee:

The Audit Committee Members as at 31st March,
2025 comprised of:

* Mr. M K Fondekar was inducted as the member and Chairman of the
Audit Committee w.e.f. 1st April, 2024.

Further, after the year under review, the Audit Committee
was broad based and Dr. Sonali Tipre, Independent
Director was inducted as a member to the Committee
w.e.f. 8th May, 2025.

The information generally provided to the Committee for its
consideration and approvals include:

- Quarterly, half yearly and annual financial results
of the Company and performance report on its
business segments;

- Annual budget and performance targets;

- Appointment of statutory and internal auditors;

- Appointment of Chief Financial Officer;

- Appointment of key managerial personnel;

- Review of foreign exchange exposures and exchange
rate movement, if material;

- Contracts in which Director(s) are interested or
deemed to be interested;

- Details of related party transactions;

- Defaults in payment of statutory dues, if any;

- Related party transactions;

- Compliance of various laws and Indian Accounting
Standards - IND-AS;

- Any remarks/ observances/ findings made by the
Statutory and Internal Auditors of the Company;

- Making of loans and investment of surplus funds;

- Whistle blower policy / Vigil Mechanism

During the Financial Year 2024-25, 4 Meetings of the Audit
Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at 31st
March, 2025 comprised of:

* Mr. M K Fondekar was inducted as the Chairman of the Nomination
and Remuneration Committee w.e.f. 1st April, 2024. He was inducted as
a member w.e.f. 18.12.2023

$ Mr. A F Neterwala was inducted as the member of the Nomination and
Remuneration Committee w.e.f. 1st April, 2024.

The Committee frames the Remuneration Policy and
recommends remuneration / revision / merit increment
and related matters in respect of Executive Director,
Chief Executive Officer, Manager, Chief Financial Officer,
Company Secretary and Senior Executives.

During the year 2024-2025, 3 meetings of the Nomination
and Remuneration Committee was held.

III. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship
Committee as at 31st March, 2025 is as under:

The Committee meets as often as necessary. In accordance
with the authority granted by the Board, the Stakeholders
Relationship Committee, deals with the following matters
concerning shareholders, on fortnightly basis:

- Transfer/Transmission/Deletion/Name change of

physical shares.

- Split/Sub-division, consolidation and Issue of

duplicate share certificates of physical shares.

- Re materialization of Shares.

IV. Corporate Social Responsibility Committee (CSR):

The composition of the CSR Committee as at 31st March,
2025 is as under:

The Committee frames the CSR Policy of the Company;
identifies the projects which the Company can undertake
towards the CSR initiatives and recommends the same to
the Board of Directors for its approval.

Two meetings of the CSR Committee was held
during the year.

BOARD MEETINGS

During the period from 1st April, 2024 to 31st March, 2025, four
meetings of the Board were held as under:

- 10th May, 2024

- 8th August, 2024

- 11th November, 2024

- 13th February, 2025

BOARD EVALUATION

The formal procedure for evaluation by the Board of its
own performance and that of its Committee and Individual
Directors was done.

The meeting of the Independent Directors of the Company was
held on 13th February, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies
Act, 2013, the Directors, based on the representations received
from the Operating Management, confirm that:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there
are no material departures;

(b) In consultation with the Statutory Auditors, appropriate
accounting policies have been selected and applied
consistently and judgments 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 31st
March, 2025 and of the profit for year ended on that date;

(c) To the best of their knowledge and ability, proper and
sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the
applicable provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities, if any;

(d) The annual accounts have been prepared on a
going concern basis.

(e) The Directors have laid down internal financial controls in
respect of policies and procedures adopted by the Company
for ensuring the orderly and efficient conduct of its business
including adherence to the Company’s policies, the safe
guarding of its assets, the accuracy and completeness of
the accounting records and timely preparation of reliable
financial information and such internal controls are
adequate and were operating effectively.

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

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2025 stood
at H197.50 lakhs.

During the year under review, the company did not issue
any Equity shares. Further, the company has not issued any
convertible securities or shares with differential voting rights or
sweat equity share or warrants.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATES:

As at 31st March, 2025, the Company does not have any
subsidiary / Joint venture or Associate Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No significant and materials orders were passed by the
regulators or courts or tribunals impacting the going concern
status and your Company’s operations in future.

There was no application made or proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year under review.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Srinivasan Thiruvenkadam, Sr.
GM Operations & Manager stepped down as the Manager and
ceased to be the Key Managerial Personnel w.e.f. 11th November,
2024 but continued as the Sr. GM Operations. Further, based
on the recommendation of the Nomination and Remuneration
Committee, the Board appointed Mr. Nisar Hassan, the Chief
Operating Officer as the Manager and Key Managerial Personnel
w.e.f. 11th November, 2024 under the Companies Act, 2013 for a
period of 3 years. Further, the appointment and remuneration of
Mr. Nisar Hassan was approved by the shareholders vide Postal
Ballot remote e-voting process on 18th January, 2025.

ABSTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 an abstract of the Annual Return for 2024¬
25 is placed on the website of the Company at www.uniabex.com.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 each
of the Independent Director of the Company, has given a
declaration at the Board Meeting to the effect that he meets the
criteria of Independence as provided in Section 149(6) of the
Companies Act, 2013.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT,
REMUNERATION ETC

The Nomination and Remuneration Committee of the Board is
evolving a policy on appointment and remuneration and other
matters as provided in Section 178 (3) of the Companies Act,
2013. Any further appointment of executive Director, Manager
and his remuneration or appointment of an Independent Director
would be based on the policy that is being evolved.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of Working Capital facilities and Term Loans obtained
by the Company are provided at Note no. 21 in the Notes
to Financial Statement. Details of investment made by the
Company are provided at Note no. 8 in the Notes to Financial
Statement, under Investment Schedule. These Investments are
made by the Company in ordinary course of business, out of
the surplus funds presently available with the Company, with a
view to get an effective return. All loans given, guarantees and
Investments, are made in compliance with Section 186 of the
Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
COVERED UNDER SECTION 188 OF THE COMPANIES
ACT, 2013

During the year under review, pursuant to the amendments
notified by the Securities and Exchange Board of India (SEBI)
with reference to Regulation 23 of the Listing Regulations, the
Company has amended its existing Policy on Materiality and
dealing with Related Party Transactions to ensure alignment with
these revised requirements at it’s meeting held on 13th February,
2025. The policy is available on the website of the Company
at www.uniabex.com. This policy deals with the review and
approval of related party transactions. The Board of Directors of
the Company has approved the criteria for making the omnibus
approval by the Audit Committee within the overall framework of
the policy on related party transactions. Prior omnibus approval
is obtained for related party transactions which are of repetitive
/ recurring in nature, entered in the ordinary course of business
and at arm’s length. All related party transactions are placed
before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year
were in ordinary course of the business and on arm’s length
basis. No material related party transactions were entered during
the Financial Year by your Company. Accordingly, the disclosure
of related party transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC 2 is not applicable
to your Company.

There are 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.

Members may refer to note no. 38 to the financial statement
which sets out related party disclosures pursuant to IND- AS - 24.

CONSERVATION OF ENERGY, TECHNOLOGY &
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required to be disclosed pursuant to Section 134
(3) of the Companies Act, 2013 read with rule 8 of the Companies
(Accounts) Rule, 2014 are given in Annexure I, and is an integral
part of this Report.

RISK MANAGEMENT POLICY

The Board of Directors has identified risks and steps to mitigate
the same, if and when need arises. However the executive
Management has an adequately defined framework for risk
management. The Company, like all business in the country,
is exposed to business and economic risk arising out of war,
market conditions, vagaries of monsoon etc.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR activities in term of the provisions
of Companies (Corporate Social Responsibilities Policy) Rules,

2014 is at Annexure II and is an integral part of this Report.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all
mandatory provisions of Corporate Governance as prescribed
under the SEBI (Listing Obligation & Disclosure Requirements),

2015 are complied with. A separate report on Corporate
Governance is attached as a part of the Annual Report along
with the Auditors’ certification on its compliance.

The Company has devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors of the Company has established a
robust vigil mechanism process and to govern the same a
well-defined whistle blower policy has been adopted by the
Company. The policy is available on the website of the Company
at www.uniabex.com

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

The Company has in place an Anti-Sexual Harassment Policy
since 2009 as per the Supreme Court Guidelines which is in line
with the requirements of The Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,

2013. 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.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25.

- No of complaints received: NIL

- No of complaints disposed off: NIL

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Messrs. Walker
Chandiok and Company, LLP (Firm Registration No. 001076N/
N500013), were appointed as a Statutory Auditors of the
Company at the 49th Annual General Meeting of the Company
held on 26th September, 2022 for a period of 5 (Five) consecutive
financial years and whose term expires at the ensuing 54th
Annual General Meeting of the Company.

The report given by Messrs. Walker Chandiok and Company,
LLP (Firm Registration No. 001076N/N500013), as Statutory
Auditors of the Company on the financial statement of the
Company for the year 2024-25 is part of the Annual Report.
There has been no qualification, reservation or adverse remark
or disclaimer in their Report.

During the year under review, the Auditors had not reported any
matter under Section 143 (12) of the Act, therefore no detail is
required to be disclosed under Section 134 (3)(ca) of the Act.

INTERNAL AUDITORS:

M/s. Aneja Assurance Private Limited, Chartered Accountants,
Mumbai were appointed as the Internal Auditors of the Company
for FY24-25. In a year they carried out Internal Audit Runs which
were commensurate with the size of the Company and nature
of its business.

SECRETARIAL AUDIT:

The Company had appointed M/s. P Naithani and Associates,
a firm of Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for FY 2024-25. The Secretarial
Audit Report for the FY 2024-25 is annexed herewith as
Annexure III. There are no reservations or qualifications made
in the Audit Report.

The Company has obtained a Secretarial Compliance Report
pursuant to Regulation 24 (A) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 for FY 2024¬
25 which is annexed herewith as Annexure IV. There are no
reservations or qualifications made in this report.

The Company has obtained a certificate pursuant to Regulation
34 (3) and Schedule V para C clause 10(i) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 certifying that none of the Directors of the Company is
barred or disqualified for being appointed as Director for the

Financial Year ending 31st March, 2025. The same is annexed
herewith as Annexure V.

DEPOSITS:

The Company has not accepted any deposits during the
year under review.

COST AUDITOR:

M/s. S K Tikare & Co., a Cost Accountant firm were the Cost
Auditors of the Company for FY 24-25.

Further, pursuant to the provisions of section 148 of the Act,
the Board of Directors on the recommendation of the Audit
Committee has appointed M/s Dhananjay V Joshi & Associates,
Cost Accountants (Firm Registration No. 000030) as the cost
auditor of the Company for the financial year ending on 31st
March 2026 and have recommended their remuneration to the
members for ratification at the ensuing AGM. Accordingly, a
resolution seeking members ratification for the remuneration
payable to the cost auditor forms part of the Notice of
the ensuing AGM.

The cost auditor has furnished the eligibility certificate along
with his consent to such appointment in terms of the relevant
provisions of the Act read with Rules framed thereunder.
The Audit Committee has also received a certificate from the
cost auditor certifying their independence and arm’s length
relationship with the Company.

As per the provisions of section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company
is required to maintain cost records and accordingly, such
accounts and records are maintained.

MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION:

The Executive management has an appropriate framework
that generates confidence of foreseeing and mitigating the
risks, which every manufacturing Company faces. The material
changes like tariffs, current war situation and the process of
commodities linked thereto may put uncertainty in the business
environment which may affect the financial position.

APPRECIATION:

Your Directors place on record their appreciation and heartfelt
gratitude for the continued support and cooperation extended to
the Company by the Central and State Government agencies, and
by our Shareholders, Customers, Suppliers, Bankers, Employees
at all levels, Employee’s Union and other Business Associates.

CAUTIONARY NOTE:

Certain statements in the Director’s Report and Management
& Discussion Analysis section may be forward looking and
are stated as required by applicable laws and regulations.
Many factors may affect the actual results, which could be
different from what the Directors envisage in terms of future
performance and outlook.

On Behalf of the Board of Directors
F. D. Neterwala

Date: 28th May, 2025 Chairman

Place: Mumbai DIN: 00008332