Uni Abex Alloy Products Ltd

To,

The Members

The Directors have pleasure in presenting the Fifty first Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024.

SUMMARY OF FINANCIAL RESULTS AS PER IND-AS

DIVIDEND / RESERVES

Your Directors recommend a dividend of H 25/- per Equity share of nominal value of H 10 each (i.e.250%) for the year ended 31st March, 2024 as against H 20.00/- (i.e.200%) paid for the previous year. The total outgo towards dividend on equity shares amounts to H 493.75 Lakhs. Your Directors have decided not to transfer any amount to the Reserves for the year under review.

OPERATIONS

The total Income in FY 23-24 stood at H 18,414.08 Lakhs vs Rs.16,508.54 Lakhs. in FY 2022-23 marking a year-on-year growth of 11.54%. The Petro and Decanter segments were the key drivers of this sales growth. Additionally, the Original Equipment Manufacturer (OEM) segment also witnessed a respectable growth in the order book. The FY 23-24 EBITDA stood at H 5,338.90 Lakhs. Vs H 3,010.95 Lakhs in FY 22-23. The Profit Before Tax stood at record levels in FY 23-24 i.e. H 4,808.49 Lakhs. Vs H 2,536.87 Lakhs last year i.e. a substantial increase of 89.52%. The Profit After Tax was H 3,545.98 Lakhs Vs H 1,852.94 Lakhs in the previous year registering a growth of 91.37% YoY. Net Profit Margin improved during the year due to improvement in operational efficiencies and better sales realisation as compared to the last year.

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 oil and gas 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, providing a competitive edge in current business scenario. The Company's operations continued to be certified to ISO 9001:2015.

ENVIRONMENT, HEALTH AND SAFETY

The company, along with all its offices and factory, diligently follows the guidelines and protocols set by the Central Government and State Government to mitigate the impact of the global health crisis. These measures are aimed at ensuring 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 2024, 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.

PARTICULARS OF DIRECTORS? REMUNERATION

The sitting fees per Board Meeting attended is H 50,000/-, as also for each meeting of the Audit Committee attended. For attending all other Committee Meetings, the fees per meeting is H 10,000/- (except Stakeholders Relationship Committee, where no fee is paid).

The ratio of the remuneration of each director to the median remuneration of the employees:

* Due to cessation of Mr. R. B. Mehta and Mr. H R Prasad during the year w.e.f. 9th November, 2023 and 17th December, 2023 respectively from the Board / Committee/s, the sitting fees paid in FY 23-24 viz a viz FY 22-23 is in negative. $ Mr. Kishore Tamhaney ceased as the Non-Executive Director w.e.f. 17th May, 2023. Hence, the sitting fees paid to him in FY 22-23 Vs Nil paid in FY 23-24 are not comparable.

# Mr. Kuldeep Kumar Bhan was appointed as a Non-Executive Director on 1st June, 2023. Hence, his previous year sitting fees are shown as NA.

Particulars of Remuneration of Key Managerial Personnel

DIRECTORS

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

b) During the year under review, Mr. K. K. Tamhaney (DIN 08936234) ceased to be a Non-Executive Director w.e.f. the closing hours of 17th May, 2023. Further, Mr. R B Mehta (DIN 00057570) also ceased to be a Non- Executive Director w.e.f. 9th November, 2023. The Board appreciates the contribution of Mr. Kishore Tamhaney and Mr. R B Mehta to the welfare and growth of the Company and placed on record its deep appreciation.

c) During the year under review, Mr. Hanumanthu R. Prasad (DIN: 00133853), Non-Executive Independent Director of the Company passed away on 17th December, 2023. Mr. Prasad?s passing away was an irreparable loss to the Company and all the Directors of the Company convey their deep sympathy and condolences to his family members.

d) Mr. Farokh K. Banatwalla (DIN 02670802), Independent Director, served up to 31st March, 2024 and retired from the Company?s Board upon completion of his two consecutive terms of 5 years in the Company. The Board appreciates the contribution of Mr. F K Bantwalla for his long stint and contribution to the Company.

e) 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 shall also be taken for his continuation as an Independent Director for his second consecutive term of five years.

f) 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 resolution for approval of Dr. Sonali Tipre shall be taken by the shareholders by way of postal ballot remote e-voting process.

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, 2024 comprised of:

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

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;

- 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 2023-24, 4 Meetings of the Audit Committee were held.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as at 31st March, 2024 comprised of:

* Mr. M K Fondekar was inducted as the Chairman of the Nomination and Remuneration Committee w.e.f. 1st April, 2024 post the completion of tenure of Mr. F K Banatwalla. $ Mr. A F Neterwala was inducted as the member of the Nomination and Remuneration Committee w.e.f. 1st April, 2024.

# Mr. F K Banatwalla was inducted as the Chairman of the Committee w.e.f. 21st December, 2023 and continued as the Chairman upto 31st March, 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 2023-2024, 2 meetings of the Nomination and Remuneration Committee was held.

III. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee as at 31st March, 2024 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, 2024 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.

OnemeetingoftheCSRCommitteewasheldduringtheyear.

BOARD MEETINGS

During the period from 1st April, 2023 to 31st March, 2024, four meetings of the Board were held as under:

- 22nd May, 2023

- 11th August, 2023

- 8th November, 2023

- 8th February, 2024

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 8th February, 2024.

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:

1. 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, 2024 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, 2024 stood at H 197.50 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, 2024, 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. Achintya Chandra ceased to the Chief Operating Officer & Manager w.e.f. 22nd January, 2024. Accordingly, he also ceased to be the Key Managerial Personnel of the Company. Further, the Board based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 8th February, 2024 appointed Mr. Srinivasan Thiruvenkadam, Sr. GM Operations as the Manager and Key Managerial Personnel for a term of 3 years. Further, the appointment and remuneration of Mr. Srinivasan Thiruvenkadam was approved by the shareholders vide Postal Ballot remote e-voting process on 4th April, 2024.

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 2023-24 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 Notes no. 21 and 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.

PARTICULARSOFCONTRACTSANDARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2013

Your Company has formulated a policy on related party transactions, which was modified on 10th February, 2022 to incorporate the changes as per various amendment in listing regulations. 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 nature and 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. The policy is available on the website of the Company at www.uniabex.com

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. 39 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 2023-24.

- 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 2023-24 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 are the Internal Auditors of the Company. In a year they carry out Internal Audit Runs which are 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. The Secretarial Audit Report for the FY 2023-24 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 2023-24 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, 2024. The same is annexed herewith as Annexure V.

DEPOSITS:

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

COST AUDITOR:

The Company had appointed M/s. S K Tikare & Co., a Cost Accountant firm to undertake the Cost Audit of the Company for FY 23-24.

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 war situation between Russia and Ukraine 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 of 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.