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United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 28, 2008, had approved the issue of 15,00,000 stock options under the Employees Stock Option Plan, 2008, a meeting of Compensation Committee was held on May 02, 2008 and 10,12,192 stock options were granted to the Eligible Employees entitling them to subscribe to equivalent number of shares of Rs 2 each of the Company at the rate of Rs 162 per share, which is at 50% discount to the market price of the shares as provided under the SEBI Guidelines.

United Phosphorus Ltd has announced the following Audited results for the year ended March 31, 2008:

The Company has posted a net profit of Rs 919.10 million for the year ended March 31, 2008 where as the same was at Rs 1070.40 million for the year ended March 31, 2007. Total Income is Rs 16446.80 million for the year ended March 31, 2008 where as the same was at Rs 14551.90 million for the year ended March 31, 2007.

The Consolidated results are as follows:

The Group has posted a profit after tax with income from associated Companies of Rs 2810.70 million for the year ended March 31, 2008 where as the same was at Rs 2820.80 million for the year ended March 31, 2007. Total Income is Rs 37617.00 million for the year ended March 31, 2008 where as the same was at Rs 24709.40 million for the year ended March 31, 2007.

The Gujarat High Court and Mumbai High Court have approved the Scheme of Arrangement of Demerger, whereby the Haldia Division of SWAL Corporation Ltd stands transferred to the Company with effect from April 01, 2007. In view of the aforesaid transfer, the figures of the current year are not comparable with the corresponding figures of the previous year.

United Phosphorus Ltd has informed BSE that the members at the Extra Ordinary General Meeting (EGM) of the Company held on April 28, 2008, inter alia, have accorded to the following:

1. Alteration of Articles of Association by inserting enabling clause to issue stock options to employees of the Company.

2. According the consent, pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, to the Board of Directors to issue up to 15,00,000 stock options to the eligible employees of the Company under Employees Stock Option Plan 2008, to give right to the holder to subscribe for one fully paid equity share of Rs 2/- each for each option.

3. According the consent, pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, to the Board of Directors to issue stock options to the eligible employees of the subsidiary Companies within overall limit of 15,00,000 options as mentioned in the resolution no. 2 above.

United Phosphorus Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on April 28, 2008, inter alia, to transact the following business:

1. To alter the Articles of Association of the Company by adding the following at the end of Article 4:-

“Subject to the provisions of Section 81 of the Act and other applicable law the Company may Issue options to the whole-time directors, officers or employees of the Company, its subsidiaries or its parent, which would give such directors, officers or employees the benefit or right to purchase or subscribe a future date the subscribes offered by the Company at a pre-determined price in terms of schemes of employee stock options or employee stock purchase or both”

2. To grant, issue, offer and allot at any time or from time to time directly or through a trust to the present and future employee(s) including Director(s) of the Company, including employees of its subsidiaries as mentioned in the proposed resolution at item 3 below and as selected on the basis of criteria prescribed by the Board in accordance with the SEBI Guidelines, “the Eligible Employees”, except a promoter or a person who belongs to the Promoter group, both these expressions being defined in the SEBI Guidelines and director who directly or indirectly holds more than 10% of the issued capital, under a scheme titled “Employees Stock Option Plan 2008″ (Plan) such number of options as the Board may decide, which could give rise the issue of equity shares of the nominal face value not exceeding Re 30,00,000 (Rupees Thirty lakhs only) divided into 15,00,000 (Fifteen lakhs) equity shares of the face value of Rs 2/- each, on such terms & conditions.

3. To create issue, offer and allot at anytime or from time to time directly or through a trust to ‘Subsidiary Employees’ (which expression shall, unless repugnant to the context, mean and include the permanent Employees of the subsidiaries of the Company and the Directors of the subsidiaries of the Company whether whole-time or not) as may be decided solely by the Board, such number of options in one or more tranches and upon such terms and conditions as may be deemed appropriate by the Board, within the overall limit of 15,00,000 options as mentioned in the proposed resolution at item 2 above each option giving the right but not the obligation, to the holder, to subscribe for cash, to one fully paid equity share of Rs 2 each of the Company, in terms of the United Phosphorus Ltd Employees Stock Option Plan, 2008 (’Plan’) (as put up for approval in terms of the preceding Resolution).

The offer shall be to Subsidiary Employees of such subsidiaries of the Company as the Board at its discretion, may from time to time decide (?Selected Subsidiaries?) and shall be in accordance with the terms and conditions as regards price, payment, application, allotment etc. stipulated by the SEBI Guidelines to the extent applicable and in accordance with any other guidelines, rules, regulations and laws to the extent applicable and subject also to the Memorandum and Articles of Association of the Company and the subsidiaries of the Company.

United Phosphorus Ltd has informed BSE that the Company has allotted 60,87,100 equity shares of Rs 2/- each at a price of Rs 340 per share against exercise of right to subscribe for equity shares attached to the Warrants issued on preferential basis, to Demuric Holdings Pvt Ltd, a Company belonging to the Promoter group of the Company.

The above referred Warrants were issued on October 25, 2007 pursuant to a resolution passed by the shareholders of the Company at the Extra-ordinary General Meeting held on October 11, 2007.

United Phosphorus Ltd has informed BSE that the meeting of the Equity Shareholders of the Company as directed by the Hon’ble High Court of Gujarat at Ahmedabad was convened on March 03, 2008.

Mr. R D Shroff, Chairman appointed for the meeting conducted the meeting as directed in the Minutes of Order of the Gujarat High Court dated January 29, 2008. The Scheme of Arrangement (’Scheme’) was approved unanimously by all the Equity Shareholders present either in person or by proxy or as authorized representatives.

The result of the meeting was declared on March 03, 2008. The Scheme of Arrangement between United Phosphorus Ltd and SWAL Corporation Ltd and their respective shareholders shall now be presented for approval and consideration of the Hon’ble High Court of Judicature at Gujarat.