General Updates

16TH ANNUAL REPORT UNITED POLYFAB GUJARAT LIMITED www.upgl.in 2025-2026 Table of CONTENTS 01 Corporate Information Board of directors & Key Managerial personnel - Message to Shareholders Corporate Information Notice of 16th Annual General Meeting Director’s Report Annexure A- Report On CSR Annexure B- Secretarial Audit Report Annexure C-Annual Secretarial Audit Report Annexure D-Particular of Employees Annexure E-AOC-2 Annexure F- Management & Discussion Analysis Annexure G- Report on Corporate Governance Annexure H- Certificate on Corporate Governance Annexure I- Conservation of Energy and Technology Absorption Annexure J- Certificate of Non-Disqualification of Directors Annexure K-Declaration Regarding Code of Conduct Annexure L-CFO Certificate Financials Standalone Financial Statement for F.Y. 2025-26 Consolidated Financial Statement for F.Y. 2025-26 NOTICE OF 16TH ANNUAL GENERAL MEETING Notice is hereby given that the 16th Annual General Meeting of the Members of United Polyfab Gujarat Limited will be held on Tuesday, September 29, 2026 at 03:30 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the following businesses: - ORDINARY BUSINESSES ITEM NO. 01 – ADOPTION OF FINANCIAL STATEMENTS: To receive, consider, and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Statutory Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of Statutory Auditors thereon, To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions: (a) “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Statutory Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.” (b) “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of Statutory Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.” ITEM NO. 02 – RE-APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION: To re-appoint Mr. Ritesh Kamalkishore Hada (DIN: 01919749) who retires by rotation and being eligible offers himself for re-appointment. SPECIAL BUSINESSES ITEM NO. 03 – APPOINTMENT OF MR. GAGAN MITTAL (DIN:00593377) AS A CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY: To consider and if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION “RESOLVED THAT, pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules, regulations issued by the Ministry of Corporate Affairs in this regard and other applicable Regulations of SEBI (LODR) Regulations, 2015 including any statutory amendments, modifications or re-enactment thereof and all other statutory approvals, as may be required and on recommendation of Nomination and Remuneration Committee and pursuant to approval of the Board of Directors (hereinafter referred to as “the board” which term shall include Nomination & Remuneration Committee of the Board), the approval of the Members of the Company be and is hereby accorded for appointment of Mr. Gagan Mittal (DIN:00593377) as a Chairman and Managing Director for further period of five (5) years from with effect from October 01, 2026, liable to retire by rotation and on such terms and conditions including salary and perquisites (hereinafter referred to as “remuneration”) as set out in the explanatory statement annexed to this notice with the power to the board to alter and modify the same, inconsonance with the provisions of the Act and in the best interest of the Company. ‘’RESOLVED FURTHER THAT, subject to the provisions of Section 197 the Companies Act, 2013 as amended from time and time, the Remuneration payable to Mr. Gagan Mittal (DIN:00593377) as set out in the explanatory statement attached hereto, in the event of loss or inadequacy of profit in any Financial Year, shall be as per the limit set out in Section II of Part II of Scheduled V to the Companies Act, 2013.’’ “RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the board be and is hereby authorized to undertake all acts, deeds and execute all documents and pass relevant resolutions for the purpose of giving effect to this resolution, from time to time and to undertake all such steps, as may be deemed necessary in this matter.” “RESOLVED FURTHER THAT in terms of Section 190 of the Companies Act, 2013, no formal contract of service with Mr.Gagan Mittal (DIN:00593377) will be executed and this resolution along with its explanatory statement be considered as Memorandum setting out terms and conditions of appointment and remuneration of Mr. Gagan Mittal (DIN:00593377) as Chairman and Managing Director.’’ “RESOLVED FURTHER THAT the Directors and the Company Secretary of the Company, either jointly or severally be and are hereby authorized to file the said resolution with the Registrar of Companies, Ahmedabad (Gujarat), and to do all such acts, deeds and things as may be necessary, expedient and incidental thereto to give effect to the above resolution.” ITEM NO. 04 – TO APPROVE MATERIAL RELATED PARTY TRANSACTION LIMITS WITH UNITED POLYFAB PRIVATE LIMITED FOR FY. 2026-27: To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: - “RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 (the Act), if any, read with relevant Rules, if any, as amended from time to time and the Company’s Policy on Related Party Transactions and based on the recommendation of the Audit Committee of Directors, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution)to continue with the existing transaction(s) and/or carry out new transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as detailed in the Explanatory Statement, with United Polyfab Private Limited ( Companies where Promoter is interested, Related party for the Company) on such terms and conditions as may be agreed between the Company and United Polyfab Private Limited , for an aggregate value not exceeding Rs. 500 (Five Hundred) crore for sale, purchase or supply of any goods or materials, during the Financial Year 2026-27, as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), exceeds the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said transaction(s) were carried out at an arm’s length basis and in the ordinary course of business of the Company. “RESOLVED FURTHER THAT all actions taken by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.” ITEM NO. 05: APPROVAL OF MATERIAL RELATED PARTY TRANSACTION(S) WITH UNITED TECHFAB LIMITED (FORMERLY KNOWN AS UNITED TECHFA [Showing first 8,000 characters — download PDF for full document]