Uniphos Enterprises Ltd

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

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

The paid up Equity Share Capital as on 31^st March, 2024 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.

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 loan given by the Company. There are no guarantees issued by the Company.

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) Secretaria! Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report of the Secretarial Auditor for the financial year 2023-24 is unmodified and do not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is annexed herewith as Annexure to Board's Report.

The Board has re-appointed M/s. N. L. Bhatia & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the re-appointment.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Arun Chandrasen Ashar, Chairman and Non-Executive Director of the Company, retires by rotation at the ensuing 55^th AGM of the Company, and being eligible, offers himself for re-appointment. Mr. Arun Chandrasen Ashar, Chairman and Non-Executive Director of the Company, having attained the prescribed age limit of 75 years, Special Resolution is proposed in terms of provisions of Regulation 17(1 A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for approval by the members of the Company.

Based on performance evaluation and in the opinion and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, considering his association with the Company since long, seniority, role played by Mr. Arun Chandrasen Ashar towards the growth of this Company and to reap the benefits of his rich and varied experience in the various fields, approval of shareholders is sought, by way of special resolution, for re-appointment of Mr. Arun Chandrasen Ashar as Chairman and Non-Executive Director, liable to retire by rotation.

In view of the completion of second term of appointment of Mr. Pradeep Vedprakash Goyal (DIN: 00008370) and Mrs. Swati Sandesh Mayekar (DIN: 00245261) with effect from 19^th September, 2024, the Board of Directors at its meeting held on 13^th August, 2024, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Suresh Balasubramaniam (DIN: 00424602), Mr. Prasad Vasudev Paranjape (DIN: 00242305) and Mrs. Meena Deepak Ved (DIN: 07706272) as Additional Directors (Non-Executive Independent) on the Board of the Company, with effect from 13^th August, 2024, not liable to retire by rotation, for a period of 5 (five) consecutive years from 13^th August, 2024 to 12^th August, 2029 (both days inclusive), subject to the approval of the Members at the ensuing AGM.

In the opinion of the Board of Directors, the Independent Directors have relevant proficiency, expertise and experience.

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 Directors recommended for appointment / re-appointment as aforesaid possess the required integrity, expertise, experience and proficiency and recommends 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 inputs from the Directors, the performance evaluation exercise was carried out. The parameters included Business and Economics, Management and Leadership, Strategic Planning, Chemical Engineering, Finance, Risk, Compliance and Governance of directors, Board's monitoring of various compliances, laying down and effective implementation of various policies, level of engagement and contribution of the directors, safeguarding the interest of all stakeholders, etc.

During the year under review, all the Independent Directors met on 12^th March, 2024 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 Directors seeking appointment / 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 55^th AGM of the Company.

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.

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 Company https://www.uelonline.com/pdf/UEL_ familiarisation_program_independent_directors.pdf

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.

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

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 two Independent Directors and one Non-Executive Director. 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 2023-24, all recommendations made by the Audit Committee to the Board were accepted by the Board and there were no instances where the recommendations were not accepted.

In view of the completion of second term of present Independent Directors with effect from 19^th September, 2024 and appointment of new Independent Directors with effect from 13^th August, 2024, the Board of Directors has, at its meeting held on 13^th August, 2024, re-constituted the composition of Audit 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.

In view of the completion of second term of present Independent Directors with effect from 19^th September, 2024 and appointment of new Independent Directors with effect from 13^th Augustr, 2024, the Board of Directors has, at its meeting held on 13^th August, 2024, re-constituted the composition of Nomination and Remuneration Committee.

• 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 two Independent Directors and one Non-Executive Director. The details of the composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report which forms part of this Report.

In view of the completion of second term of present Independent Directors with effect from 19^th September, 2024 and appointment of new Independent Directors with effect from 13^th August, 2024, the Board of Directors has, at its meeting held on 13^th August, 2024, re-constituted the composition of Stakeholders Relationship Committee.

• 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 four 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.

In view of the completion of second term of present Independent Directors with effect from 19^th September, 2024 and appointment of new Independent Directors with effect from 13^th August, 2024, the Board of Directors has, at its meeting held on 13^th August, 2024, re-constituted the composition of Risk Management Committeeat.

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

Responsibility%20Policy.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.

Mr. Rajnikant Devidas Shroff (DIN 00180810), Managing Director, Mr. K. M. Thacker (ICSI No. ACS 6843), Company Secretary and Mr. Bipin P. Chheda (ICAI Membership No. ACA 101820), Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, there were no changes to the Key Managerial Personnel of the Company.

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.

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.

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 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 Company http://uelonline.com/policies/ Policy-on-Related-Party-Transactions.pdf

Since there were no materially significant related party transactions entered into during the year, the 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.

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 Company http://uelonline.com/policies/UEL_WHISTLEBLOWER_POLICY.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The Group has an inhouse internal audit team headed by a qualified professional, which undertakes internal audit and ensures that all transactions are authorized and recorded in the books of the Company.

The Group internal audit department monitors the efficacy and adequacy of internal control. Significant audit observations, if any, are presented to the Audit Committee and action taken to correct any deficiency is informed to them. 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 the SEBI Listing Regulations. Every financial year, there are at least four meetings held in which Audit Committee reviews internal audit findings.

Internal Controls over Financial Reporting:

The Company has adequate internal financial controls in place, commensurate with the size, scale and complexity of its operations.

The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.

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 four 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 behaviour and practices are regularly undertaken.

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

99.47% of the total paid up equity shares of the Company are dematerialized as on 31^st March, 2024.

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, 2024 is furnished here below.

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, 2024, 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 2.1 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, 2024 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 Certif?cate from 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.

A separate section of new reporting requirements on Environment, Social and Governance (ESG) parameters called Business Responsibility and Sustainability Report is attached and forms part of this Annual Report, in terms of amendment to regulation 34 (2) (f) of SEBI Listing Regulations vide Gazette notification no. SEBI/ LAD-NRO/GN/2021/22 dated May 05, 2021.

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.

Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2023-24 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 is https://www. uelonline.com/pdf/Form_MGT_7-31-03-2024-UEL--WEBSITE.pdf

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

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

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.

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.

No disclosure or reporting is required in respect of the following points as there were no transactions 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, 2024.

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.

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

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 ?nfluence 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.