To

The Members,

UNITED POLYFAB GUJARAT LIMITED,

Your directors are pleased to present the Fifteenth Annual Report of your company together with the Audited Financial Statement of your company for the financial year ended, 31^st March, 2025.

The summarized financial results for the year ended on 31 March, 2025 is as under:

1. STOCK SPLIT:

The Board approved a sub-division of equity shares·splitting each Rs.10 face-value share into 10 shares of Rs.1 each. The approval from National Stock exchange was received on February 12, 2025 and implemented with a record/ex-date of May 2, 2025.

2. FINANCIAL RESULTS:

Summary of the financial results of the Company for the year under review is as under:

3. DIVIDEND:

Keeping in mind the need to conserve resources, Board of directors do not recommend any dividend on Equity Shares for the year. In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy and the same is available on the Company's Website at www.upgl.in.

4. DEPOSIT:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

5. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financial year.

6. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, no company/body corporate/any other entity has ceased to be the subsidiary Joint Ventures or Associate Companies.

7. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

As on 31^st March, 2025, the Company has one Whole owned Subsidiary:

The Board reviews the affairs of the Company's subsidiary at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Company's subsidiary is given in prescribed form AOC-1 which forms part of this Annual report. The said Form also highlights the financial performance of the subsidiary and associate companies included in the Consolidated Financial Statements.

In accordance with section 136(1) of the Companies Act, 2013, the Financial Statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sunday and Public Holiday. Any person desirous of obtaining said financial statement may write info@unitedpolyfab.com. The Annual Report of the Company and Audited Financial Statements of each of the subsidiary companies have been placed on the website of the Company www.upgl.in.

8. SHARE CAPITAL:

Authorized Capital

As on 31^st March 2025, the Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty- Five Crore Only) divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

Issued, subscribed and paid-up share capital:

As on 31^st March, 2025, the issued, subscribed and paid-up share capital of the Company is Rs.22,95,15,500/-comprising of 2,29,51,550 Equity Shares of Rs.10/- each.

9. RISK MANAGEMENT:

As a global enterprise, United Polyfab Gujarat Limited recognizes that both external and internal risks· ranging from market fluctuations to operational disruptions·can materially affect our performance. To address these effectively, we have implemented a structured and proactive Risk Management process.

We maintain an ongoing framework for identifying risks across all dimensions·strategic, operational, financial, legal, and technological. Each risk is rigorously analyzed for likelihood and potential impact. Mitigation Planning & Implementation based on the assessment, targeted strategies·including process enhancements, cost controls, contingency protocols, and technological safeguards·are devised and deployed to minimize exposure. Our internal control systems serve as a safety net·guiding responsible decision-making and protecting organizational assets while ensuring efficient utilization of resources. Risk oversight remains a central responsibility of the Board, with governance processes designed to integrate risk considerations into strategic decisions. This comprehensive framework ensures unwavering readiness to identify and manage risks, reinforcing our resilience and propelling our pursuit of sustained value creation.

10. INSURANCE:

The insurable interests of the Company including building, movable assets, vehicles, and other insurable interests are adequately covered.

11. INTERNAL CONTROL SYSTEM:

Your company maintains a robust system of internal controls designed to safeguard all assets from unauthorized use or misappropriation. Every transaction undergoes stringent processes to ensure proper authorization, accurate recording, and precise reporting. Our internal controls are fortified by a comprehensive program of both internal and external audits, complemented by regular management reviews. These audits ensure the accuracy of financial and operational records, supporting reliable financial reporting and reinforcing accountability for asset stewardship.

The Audit Committee plays a pivotal role in governance, overseeing the effectiveness of our internal controls and compliance initiatives. It reviews audit performance and ensures alignment with regulatory standards.

In the sincere judgment of the Board of Directors and our senior management, our internal control framework is sound, functioning efficiently, and fully capable of supporting the company's operational and reporting objectives.

12. RELATED PARTY TRANSACTIONS:

During the financial year, all contracts and transactions with related parties were carried out in the ordinary course of business and conducted at arm's length terms. Disclosures under Section 134(3)(h) and in Form AOC-2 which is attached as ANNEXURE-E .

All Related Party Transactions (RPTs) are subjected to careful scrutiny and approval by the Audit Committee, as mandated under SEBI LODR and the Companies Act. To facilitate operational efficiency, omnibus approvals are obtained in advance for routine, repetitive transactions. These approvals are granted only when consistent with our RPT policy and are thoroughly vetted for necessity and fairness.

13. SHAREHOLDERS' DISPUTE RESOLUTION MECHANISM:

SEBI vide circular July 31, 2023 and subsequent circular dated December 20, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines,

escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

Link to the ODR Portal is also available on the Company's website at www.upgl.in.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are set out in the standalone financial statement annexed with this report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of Six (06) directors; one Managing Director, two Non-Executive Directors and remaining three being Independent Directors. As on the date of this report, the Board of the company constitutes of the following directors:

*Ms. Vidya Baghel appointed as company secretary of the company on 4^th July 2025.

I. RE-APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION:

To re-appoint Mr. Gagan Nirmalkumar Mittal (DIN: 00593377) who retires by rotation and being eligible offers himself for re-appointment.

II. Ms. Sejalben Shantilal Parmar, Independent Director of the Company, will retire from her position at the conclusion of the 15th Annual General Meeting, upon completion of her tenure. Her vacancy will be filled in due course, within three months of the close of the AGM.

17. BOARD EVALUATION:

The board of directors has carried out an evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of Companies Act and Listing Regulations.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. NOMINATION AND REMUNERATION POLICY:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at: https://www.upgl.in/investors.

Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-C forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

19. DETAILS OF DIRECTOR'S REMUNERATION:

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Corporate Governance Report, under ANNEXURE-D.

20. CERTIFICATE OF PRACTICING COMPANY SECRETARY:

The Company has obtained a certificate from M/s. Jitendra R Rawal, Practicing Company Secretary, Ahmedabad stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under ANNEXURE- I.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations.

Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director's Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute have been cleared by all the independent directors.

22. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:

Number of Board Meetings in the year:

The Board of Directors of the Company met Nine (09) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, as permitted by Ministry of Corporate Affairs and Securities Exchange Board of India (SEBI).

23. BOARD COMMITTEES:

The company has 3 (Three) Board Committees as on 31st March, 2025.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report. The details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

24. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and the Companies (Amendment) Act,2017 Effective from 28th August, 2020 and rules framed thereunder, a copy of the annual return is uploaded on the website of the company i.e. www.upgl.in.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Company's Directors make following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

i. That in the preparation of the annual financial statements for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as 'Significant 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 31^st March, 2025 and of the profit of the Company for the year ended on that date;

iii. That proper and sufficient care has been taken 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;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

26. AUDITORS:

I. Statutory Auditors: The members at the 12^th Annual General Meeting held on 30th December, 2020 appointed M/s Rajiv Shah & Co., Chartered Accountant, (Firm Registration No. 108454W), Ahmedabad, as Statutory Auditors of the Company until the Conclusion of 15^th Annual General Meeting of the Company.

II. Auditors Report: The report of the Statutory Auditors along with Notes to Accounts is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

III. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the company has appointed Mr. Jitendrakumar Rewashankar Rawal, Practising Company Secretary, Ahmedabad, to carry out the Secretarial Audit of the company. The Report of the Secretarial Audit for F.Y. 2024-25 is attached herewith as Annexure-B. The qualifications, observations or adverse remark or disclaimer in the said report are being submitted in the "Annual Secretarial Audit Report" submitted to the stock exchange under regulation 24A of LODR. A copy of the Annual Secretarial Audit Report is uploaded on the website of the company i.e. www.upgl.in.

IV. Internal Auditor: In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. K Tibrewalla & Co. (FRN: 333660E), Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 2024-25. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

27. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"] forms part of this Annual Report. Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as "ANNEXURE-G".

A certificate from Mr. Jitendrakumar Rewashankar Rawal, Practicing Company Secretary, Ahmedabad confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report as "ANNEXURE-H".

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "ANNEXURE-F".

29. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the statutory auditor has not reported to the board, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has constituted an audit committee, therefore it is also mandatory for such Committee to operate the vigil mechanism, and if any of the members of the committee have a conflict of interest in a given case, they should rescue themselves and the others on the committee would deal with the matter on hand, to whom other directors and employees may report their concerns. It provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee or the director nominated to play the role of audit committee, as the case may be, in exceptional cases. The existence of the mechanism may be appropriately communicated within the organization. The detailed Whistle Blower Policy/Vigil Mechanism available on below link: https://www.upgl.in/policy/vigil-mechanism.pdf.

31. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. EQUAL EMPLOYMENT OPPRTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

33. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under (IBC) during the financial year 2024-25.

34. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of

Prevention of Sexual Harassment Act. During the financial year 2024-25, no complaints pertaining to sexual harassment were received by the Internal Complaints Committee.

36. POLICY ON CODE OF CONDUCT AND ETHICS:

Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from the managing director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - J.

The detailed Code of Conduct for Board Members & Senior Management Personnel policy available on below link: https://www.upgl.in/policy/code-of-conduct-for-directors.pdf

37. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY:

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. 31st March, 2025 and the date of Directors' Report i.e. 05th September, 2025.

38. TRANSFER TO RESERVES:

For the financial year ended 31st March, 2025, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on 31st March, 2025.

39. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year, the total foreign exchange was NIL, and the total foreign exchange earned was NIL.

40. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The details of conservation of energy and technology absorption are not applicable to the company hence not furnished.

41. MAINTENANCE OF COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to get its cost records audited by the Practicing Cost Accountant. Accordingly, the Board of Directors at their meeting held on May 25, 2024, appointed M/s. M.I. Prajapati & Associates, Cost & Management Accountants, Ahmedabad, as Cost Auditors for auditing the cost records of your Company for the year ended March 31, 2025. Further, they have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have also confirmed their independent status and an arm's length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of

the Companies Act, 2013 and rules thereof.

42. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013, the Company is required to do CSR Expenditure for the financial year 2024-25 as Net profit of the Company exceeded the specified threshold in the preceding financial year 2023- 24. However, Pursuant to Section 135 (9) of Companies Act, 2013, Where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. As the CSR Expenditure of the Company is not exceeding Rupees Fifty Lakhs, the Company has not constituted CSR Committee and the functions of CSR committees have been discharged by the Board of Directors of the Company. In compliance with the provisions of Section 135, the board of Directors of the Company has formulated CSR policy and the same has been placed on the website of the Company.

During year under review, the Company incurred CSR expenditure of Rs.20,92,759/- being 2% of average net profit for the past three financial years. The CSR activities by the Company were under the thrust areas of Healthcare, Education, Water, Livelihood, Environment and Disaster Relief. The brief outline of the CSR policy of the Company and the details of key CSR activities are provided in the Report on CSR Activities annexed herewith as Annexure -A.

The Company's CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended 31st March, 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure A" to this report. CSR Policy is available on the Company's Website at https://www.upgl.in/.

43. CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received from CFO is attached herewith as per "Annexure - K"

44. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 and 2025-2026 to The National Stock Exchange of India Limited (NSE) has been duly paid.

45. APPRECIATION AND ACKNOWLEDGEMENT:

The Board of United Polyfab Gujarat Limited extends its heartfelt appreciation to all individuals and institutions whose unwavering support has been vital in embracing and advancing the Company's Vision, Mission, and core values·centered around transparency, competence, teamwork, commitment, and delivering superior service at the right quality and price.

We express our sincere gratitude to the Departments of the Central and State Governments, Tax Authorities, the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the National Stock Exchange of India and other regulatory and governmental bodies for their consistent cooperation and guidance.

Our deepest thanks to our banking partners, shareholders, investors, and other stakeholders whose confidence and collaboration have been instrumental in our journey·from spinning and weaving to fabric innovation. Your trust and sustained engagement have helped us uphold quality and drive growth across our operations.

We also place on record our profound appreciation for every department within United Polyfab Gujarat Limited·spanning weaving, spinning, quality inspection, and beyond. Your dedication, expertise, and tireless efforts have enabled us to achieve average production of hundreds of thousands of meters of fabric per month and maintain operational excellence across our integrated facilities.