Ushanti Colour Chem Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 32^nd Annual Report of the Company along with Audited Standalone and
Consolidated Financial Statements for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS

The Financial Statements of the Company have been prepared in accordance with the Accounting Standards (AS) notified
under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the (Companies Accounts) Rules, 2014. The
Company''s financial performance for the year ended March 31, 2024 is summarized below:

Financial Highlights	Standalone		Consolidated
	Current Year 2024-25	Previous Year 2023-24	Current Year 2024-25	Previous Year 2023-24
Revenue from Operations	4861.07	4258.88	7804.96	5070.95
Other Income	327.61	268.34	146.79	132.56
Total Income	5188.69	4527.22	7951.75	5203.51
Total Expenses	4999.00	4340.17	8567.36	5513.86
Profit before Exceptional and Extra Ordinary items and Taxation	189.68	187.05	(615.62)	(310.35)
Less: Exceptional items	-	-	-	-
Profit before Extra -Ordinary items and Taxation	189.68	187.05	(615.62)	(310.35)
Less: Extra -Ordinary items	-	-	-	-
Profit before Taxation	189.68	187.05	(615.62)	(310.35)
Less: Current Tax	47.75	53.9	47.75	53.9
Add: Deferred Tax	(23.97)	(1.85)	53.51	111.62
Less: Other Tax Exp./Adj. for Earlier year	(15.57)	0.87	(15.57)	0.88
Profit After Tax	181.48	134.13	(701.31)	(476.75)
Less: Share in Profit/(Loss) of Minority Interest	-	-	(437.31)	(217.14)
Profit for the year	181.48	134.13	(264.00)	(259.61)

The above figures are extracted from the Financial Statements prepared in accordance with accounting principles generally
accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies
(Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and
Exchange Board of India.

2. STATE OF COMPANY’S AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS

During the financial year 2024-25, the Company''s Standalone revenues from operations are INR 4861.07 Lakhs as against
that of INR 4258.87 Lakhs for the previous year, while consolidated revenues from operations are INR 7804.96 Lakhs as
against that of INR 5072.93 Lakhs for the previous year. On Standalone basis, the Business operations has posted Net
Profit after Tax of INR 181.48 Lakhs as against that of INR 134.13 Lakhs for the previous year.

3. CHANGE IN NATURE OF BUSINESS. IF ANY

During the Financial Year 2024-25, the Company has not changed its nature of business. The Company is engaged in the
Business of Manufacturing Dyes and Intermediates.

4. DIVIDEND

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term
interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore
no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2024-25.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

5. TRANSFER TO RESERVES

The Company has a closing Balance of Rs. 4528.68 Lakhs as Reserves and Surplus as on 31st March 2025.
The closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No.	Particulars	Amount In lakhs
1.	Balance at the beginning of the year	4119.04
2.	Current Year''s Profit	181.48
3.	Amount of Securities Premium during period/year	240.75
4.	Interim Dividend Paid	-
5.	Addition/(deduction) (Rights Issue Expenses)	(12.59)
	Total	4528.68

6. ANNUAL RETURN

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (''the Act'') in form MGT-7
is made available on the website of the Company and can be accessed at www.tihil.co.in.

7. SHARE CAPITAL

As on 31^st March 2025, the Share Capital structure of the Company stood as follows:

Particulars	No ofShares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	1,50,00,000	15,00,00,000
Total	1,50,00,000	15,00,00,000
Issued, Subscribed and Paid-up Share	Capital
Equity Shares of Rs. 10/- each	1,12,36,700	11,23,67,000
Total	1,12,36,700	11,23,67,000

Changes in share capital during the period under review and up to the date of signing of this report:

Increase in Authorized Share Capital of the Company:

During the Year under review, there was no increase in Authorized Share Capital of the Company.

Right Issue:

The Board of Directors at their meeting held on 22 ^nd December 2023 have approved the raising of funds by way of offer,
issue and allotment of Equity shares of face value of INR 10/- each to the existing members of the Company on rights
basis (“Rights Issue”), at such price and right entitlement ratio as may be decided by the Board of Directors or a duly
constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the Company, as on the record
date, for an amount aggregating up to INR 3.00 Crores (Rupees Three Crores only), subject to receipt of necessary
regulatory/statutory approvals and consent as may be necessary/required for compliance of applicable laws, including
the provisions of the SEBI (ICDR) Regulations, 2018, as amended, the SEBI (LODR) Regulations, 2015, as amended and
the Companies Act, 2013 as amended. The Company had received In-Principal Approval from National Stock Exchange
of India on 24^th April 2023.

During the year under review, the Board of Directors of the Company at their meeting held on Thursday, October 3, 2024,
approved to issue and allot upto 5,35,085 (Five Lakhs Thirty-Five Thousand and Eighty-Five) Rights Equity Shares of Rs.
10/- (Rupees Ten only) each at an issue price of Rs. 55/- (Rupees Fifty-Five) per Rights Equity shares aggregating up to
Rs. 2,94,29,675/- (Rupees Two Crores Ninety-Four Lakh Twenty-Nine Thousand Six Hundred and Seventy-Five only) to
all eligible Equity shareholders of the Company on rights basis. The Record Date was fixed for Friday, October 11, 2024,
and the Rights Issue was opened on Monday 04th November 2024 and Monday 25th November 2024.

Further, the Board of Directors at their meeting held on Friday, November 29, 2024, approved the allotment of 5,35,000
(Five Lakhs Thirty-Five Thousand) Rights Equity Shares of face value of Rs. 10/- (Rupees Ten only) each at an issue price
of Rs. 55/- (Rupees Fifty-Five) per Rights Equity shares for total consideration of Rs. 2,94,25,000/- (Rupees Two Crores
Ninety-Four Lakh and Twenty-Five Thousand only).

The Allotted Equity Shares were listed and traded on National Stock Exchange of India.

As on 31^st March 2025, the details of utilization of funds raised by way of Rights Issue of are as follows:

Sr. No.	Objects as stated in the explanatory statement to the notice for the General Meeting	Amount proposed to be utilized	Actual amount utilized for the Objects stated in the explanatory statement to the notice for the General Meeting	Unutilized Amount	Amount of Deviation/ Variation for the quarter according to applicable object
1.	To augment the existing and incremental working capital requirement of the Company	INR 208.41 Lakhs	INR 208.41 Lakhs	NIL	NIL
2.	For general corporate purpose.	INR 73.25 Lakhs	INR 73.25 Lakhs	NIL	NIL
	Total	INR 281.66 Lakhs	INR 281.66 Lakhs	--	--

Preferential Issue:

During the Current Financial Year 2025-26, the Board of Directors have approved to raise Funds aggregating up to INR
20,25,04,000 /- (Rupees Twenty Crore Twenty Five Lakh Four Thousand only) by way of issue of upto 29,78,000 (Twenty
Nine Lakh Seventy Eight Thousand) Convertible Equity Warrants (“Warrants”) of face value of INR 10/- (Rupees Ten
only each) at a price of INR 68/- (Rupees Sixty Eight only) per Warrant including Premium of INR 58/- (Rupees Fifty
Eight only) each.

Further, the said Issue was approved by the Shareholders at the 01/2025-26 Extra-Ordinary General Meeting (“EGM”)
held on Thursday, May 15, 2025, at 12:00 Noon IST. Further, the Board of Directors at their meeting held on Monday,
26th May 2025 have approved the Withdrawal and Cancellation of Preferential Issue. The decision to withdrawal and
cancellation of said Preferential Issue and Allotment is muted market sentiments, envisaged global slowdown, sluggish
chemical market, geopolitical uncertainties, and other related factors affecting the general sentiments of Investors to the
Preferential Issue.

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or
any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat
Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Depository System:

As the members are aware, the Company''s Equity shares are compulsorily tradable in electronic form. As on 31^st March
2025, the total listed capital of the Company was 1,12,36,700 Equity Shares out of which 1,12,36,700 Equity Shares were
held in Dematerialized Form comprising 100.00% of Issued Capital.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1^stApril
2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail themselves of the facility of dematerialization from either of the depositories.
The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical
form, advising them to get the shares dematerialized.

8. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Seven (7) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting
1.	29 May 2024
2.	10 August 2024
3.	31 August 2024
4.	03 October 2024
5.	13 November 2024
6.	29 November 2024
7.	08 March 2025

Name of the	No of Board Meetings attended		Attendance at the last AGM held on
Director(s)			28th September, 2024
	Held/Entitled	Attended
Mr. Maunal Shantilal Gandhi	7	7	Yes
Mr. Minku Shantilal Gandhi	7	7	Yes
Mrs. Hanisha Jinish Patel	7	7	Yes
Mrs. Purvi Tapan Trivedi	7	7	Yes
Mr. Shantilal Bhailalbhai Gandhi (Upto 27th September 2024)	3	3	No
Mr. Tejas Pravinkumar Shah	7	7	Yes

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every
Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors''
Meeting in the financial year 2024-25. All the information required to be furnished to the Board was made available along
with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of
Non-Independent Directors was held on 8^th March 2025 to discuss the agenda items as required under the Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole,
reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive
directors and assessed the quality, quantity and timeliness flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors
expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every half year to review half yearly performance, business operations, general affairs
of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is
circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for
discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly
made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with
the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and
Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the
Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to
Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of
the Company Secretaries of India.

9. ANNUAL GENERAL MEETING, EXTRA ORDINARY GENERAL MEETING AND POSTAL BALLOT:

The 31^st Annual General Meeting (AGM) of the Company was held on Saturday, 28th day of September 2024 at 11:00 AM
IST. All the filings and requirements were made within the due timelines with respect to the 31^st AGM.

There were no Extra-Ordinary General Meetings were held during the year under review.

During the year under review, there was no Postal Ballot conducted to obtain the approval of the Shareholders.

Further, during the Current Financial Year, One Extra Ordinary General Meeting has been held on Thursday, May 15,
2025, at 12:00 Noon IST for the purpose of Shareholders approval for Raising Funds through Preferential Issue.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards
had been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates 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,

(c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis,

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT,2013

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security
provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

12. RELATED PARTY TRANSACTIONS:

During the financial year 2024-25, all transactions entered into with the Related Parties as defined under Section 2(76)
of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23
of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in
the ordinary course of the business and carried on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee
has approved all related party transactions for the financial year 2024-25 and estimated transactions for financial year
2024-25. There were no materially significant related party transactions that may conflict with the interest of the
Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the
Board of Directors may be accessed on the Company''s website. Disclosures on related party transactions are set out in
the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form
AOC-2 is set out herewith as “ANNEXURE I” and forms an integral part to this Report

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has
adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013
is forming part of the financial statement for the year under review.

14. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable
to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose
information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material
changes and commitments which could affect the Company''s financial position have occurred between the end of the
financial year of the Company and date of this Report.

16. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Manufacturing of Dyes and Intermediates”, in accordance
with the definition of "Segment” as per the Accounting Standards. The performance of the Company is discussed
separately in this Report.

17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125(2) of the Companies Act, 2013, it is required to transfer the amount of dividend remaining unpaid
or unclaimed for a period of seven years to the Investor Education and Protection Fund ("IEPF”).

During the year under review, there was no unpaid or unclaimed dividend amount having in the "Unpaid Dividend
Account” for a period of 8 years from the date of transfer of such unpaid dividend to the said account. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules, 2014 is given as an ‘Annexure II'' to this Report.

19. RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business
objectives of the Company. Major risk identified by the business and functions are systematically addressed through
mitigating actions on a continuing basis.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall
under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board comprises Five (5) Directors out of which Two (2) are an Executive and Managing
Directors, and other Three (3) are Independent Directors. The composition of the Board is in conformity with the
Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Appointment:

During the year under review, No Directors were appointed on the Board of the Company.

Further, during the current Financial Year, the following Directors were appointed on the Board:

(a) Mrs. Nisha Bhavin Shah (DIN: 10901698) was appointed as Additional Director of the Company by the Board at their
meeting held on 16th April 2025.

(b) Mrs. Harshaben Nishith Mehta (DIN: 08064090) was appointed as Additional Director of the Company by the Board
at their meeting held on 21^st August 2025.

The Board of Directors place the appointment of Mrs. Harshaben Nishith Mehta as an Independent Director of the
Company for period of 5 Years w.e.f 21^st August 2025 and the necessary Resolution forms part of the Notice of 32 ^nd Annual
General Meeting of the Company. The brief resume of Mrs. Harshaben Nishith Mehta and other related information has
been detailed in the Notice forming part of this Annual Report.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Maunal Shantilal Gandhi
(DIN: 00118559), Executive (Managing) Director of the Company is liable to retire by rotation at the ensuing AGM and
being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume
of Mr. Maunal Shantilal Gandhi (DIN: 00118559), and other related information has been detailed in the Notice forming
part of this Annual Report.

Your directors recommend his re-appointment as an Executive (Managing) Director of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year 2024-25, Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509), Non-Executive and Non¬
Independent Director of the Company ceased to be a Director of the Company on account of his demise on September 27,
2024.

During the Financial Year 2024-25, Ms. Hanisha Jinish Patel (DIN-07190911) vide her Resignation Letter dated 16^th April
2025 has resigned from the office of Director (Non-Executive and Independent Director) of the Company with effect from
closing business hours of Wednesday, 16th April 2025 owing to her pre-occupancy and other professional commitments.

During the current Financial Year, Mrs. Nisha Bhavin Shah (DIN: 10901698), Non-Executive and Independent Director of
the Company tendered her resignation from post of Director vide her resignation dated April 28, 2025 owing to not
meeting the necessary eligibility criteria to continue serving as an Independent Director under the applicable provisions
of the Companies Act 2013 and SEBI LODR Regulations 2015.

Key Managerial Personnel:

During the financial year 2024-25, there were no changes in Key Managerial Personnel of the Company.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), an annual performance evaluation of the Board,
its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board
Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to
the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance,
skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation,
participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors
was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not
participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act,
2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act,
2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs
(“IICA”).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining
his/ her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate
affairs, new developments and business of the Company from time to time. The Familiarization program is also available
on the website of the Company www.ushanti.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audit Financial Statements, the non-executive directors of
the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management
Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the
Company www.ushanti.com. All the Board Members and the Senior Management Personnel have affirmed their
compliance with the said Code of Conduct for the financial year ended 31^st March 2025.

22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Subsidiary as on 31^st March 2025. There are no associate or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements
of the Company''s subsidiaries in Form No. AOC-1 is given as an ‘Annexure III'' to this Report.

Financial accounts of Subsidiary Company for the Financial Year 2024-25 are available for inspection by any Member at
the Registered Office of your Company, during normal business hours on all working days, up to the date of the 32^nd
Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request
to the Secretarial Department of your Company in this regard.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited financial statement in respect of subsidiary, is
available on the website of the Company, www.ushanti.com.

23. PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in
terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014,
for the financial year ended 2024-25.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of
Directors have been disclosed in Note No.: 35 (Related Party Transactions) which forms part of the Financials Statements
attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended
by them to the Company are their owned funds only and not borrowed from any person or entity.

24. AUDITOR AND AUDITOR''S REPORT
Statutory Auditors:

At the 31^st Annual General Meeting held on Saturday, 28^th September 2024, M/s DJNV & Co., Chartered Accountants (FRN
- 115145W), be and is hereby re-appointed as the Statutory Auditors of the Company to conduct the Statutory Audit from
financial year 2024-25 to financial year 2028-29 and to hold office for period of 5 (Five) consecutive Years commencing
from the conclusion of this 31s Annual General Meeting till the conclusion of 36th Annual General Meeting.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833
(E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment
of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of
Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s DJNV & Co., Chartered Accountants
(FRN - 115145W) has not been provided for the approval of the Shareholders and not formed as a part of Notice of the
37th AGM of the Company.

The Auditors'' Report for Financial Year ended 31st March 2025 forms part of the Integrated Annual Report and does not
contain any qualification, reservation or adverse remarks.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the
cost audit for the financial year ended 31^st March 2025.

Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder and based
on recommendation of the Audit Committee of your Company, the Board of Directors of your Company at their meeting
held on 19^th May 2025 has appointed M/s Nishesh Dalal & Co. as Internal Auditor of the Company for the financial year
2024-25.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of
Directors of the Company.

The Internal Audit Reports for Financial Year ended 31st March 2025 does not contain any qualification, reservation or
adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates to
conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - IV” to
this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Kunal
Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2025¬
26 to F.Y. 2029-30 at their meeting held on 21^st August 2025. The Company has received their written consent that the
appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The details required as per Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations) forms part of Explanatory Statement to the Notice of the 37^th AGM.

25. EXPLANATION ON AUDITORS REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any
separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any
separate or further comments or explanations.

26. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013
and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in
“ANNEXURE V” that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31ST
March 2024.

27. COMMITTEES OF THE BOARD:

As on 31st March 2025, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

Audit Committee

As on 31^st March 2025, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Hanisha Jinish Patel	Chairperson	Independent Director
Mrs. Purvi Tapan Trivedi	Member	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director
Mr. Maunal Shantilal Gandhi	Member	Joint Managing Director

As on date of this Report, the composition of Audit Committee is as follows:

Name of Directors

Designation in Committee

Nature of Directorship

Purvi Tapan Trivedi	Chairperson	Independent Director
Harshaben Nishithbhai Mehta	Member	Independent Director
Tejas Pravinkumar Shah	Member	Independent Director
Maunal Shantilal Gandhi	Member	Joint Managing Director (Promoter)

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies
Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information.
All the members of the Audit Committee are financially literate and have requisite experience in financial management.

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies
Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information.
All the members of the Audit Committee are financially literate and have requisite experience in financial management.

The terms of reference of the Audit Committee are as under:

• Overseeing the company''s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

• Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the
Statutory Auditor and the fixation of the fees;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission
to the board for approval, with particular reference to:

(a) Matters required being included in the Director''s Responsibility Statement to be included in the Board''s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

(b) Changes, if any, in accounting policies and practices and reasons for the same

(c) Major accounting entries involving estimates based on the exercise of judgment by management.

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

• Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control
systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.

• Scrutiny of Inter-Corporate Loans and Investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Discussions with internal auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
Board.

• Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬
audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors.

• The Audit Committee shall mandatorily review the following information.

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by
Management ;

c. Management letters/letters of internal control weaknesses issued by the statutory auditors ;

d. Internal audit reports relating to internal control weakness ; and

e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the
Audit Committee.

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;

• To look into any other matter which may be referred to it by the Board.

• In addition to the above, the Committee shall have such functions / role / powers as may be specified in the
Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

The Audit Committee met Six (6) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	29th May, 2024	Chairman & All other members were present
2.	10th August 2024	Chairman & All other members were present
3.	31st August 2024	Chairman & All other members were present
4.	13th November 2024	Chairman & All other members were present
5.	08th March 2025	Chairman & All other members were present

Mrs. Hanisha Jinish Patel, Chairperson of the Audit Committee was present at the last Annual General Meeting. The
Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of
the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee
to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee

As on 31^st March 2025, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Hanisha Jinish Patel	Chairperson	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director
Mrs. Purvi Tapan Trivedi	Member	Independent Director

As on date of this Report, the composition of Nomination and Remuneration Committee is as follows:

Name of Directors	Designation in Committee	Nature of Directorship
Purvi Tapan Trivedi	Chairperson	Independent Director
Harshaben Nishithbhai Mehta	Member	Independent Director
Tejas Pravinkumar Shah	Member	Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act
2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial
remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act,
2013.

Terms of reference

The terms of reference of the Nomination and Remuneration Committee are as under:

• The Committee shall have meetings periodically as it may deem fit.

• The Committee shall invite such of the executives to be present at the meetings of the Committee required by it.

• The Committee shall have the following powers and functions:

a. Identify persons who are qualified to become directors and persons who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointment and
removal;

b. Carry on the evaluation of every Director''s performance;

c. Formulate criteria for determining qualifications, positive attributes and independence of a Director;

d. Recommend to the Board a policy, relating to the remuneration of the directors, Key Managerial Personnel and
other employees;

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity;

g. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

• To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS
and reviewing grant of ESOS.

• To Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the
Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors have been included in the Annual Financial Statements and forms
part of this Report. The Company does not have any stock option scheme for any of its directors or employees.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company.

The Nomination and Remuneration Committee met Three (3) times during the financial year, and the details of the
meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	29th May, 2024	Chairman & All other members were present
2.	13th November 2024	Chairman & All other members were present
3.	08th March 2025	Chairman & All other members were present

Mrs. Hanisha Jinish Patel, Chairperson of the Nomination and Remuneration Committee was present at the last Annual
General Meeting.

Stakeholder’s relationship Committee.

As on 31st March 2025, the composition of Stakeholder''s relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Purvi Tapan Trivedi	Chairperson	Independent Director
Mrs. Hanisha Jinish Patel	Member	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director

As on date of this Report, the composition of Stakeholder''s relationship Committee is as follows:

Name of Directors	Designation in Committee	Nature of Directorship
Purvi Tapan Trivedi	Chairperson	Independent Director
Harshaben Nishithbhai Mehta	Member	Independent Director
Tejas Pravinkumar Shah	Member	Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

• To specifically look into the Redressal of Investors'' Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights, Bonus, Split Share Certificates.

• To look into other related issues towards strengthening Investors'' Relations.

• To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture
Certificates.

• To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case
of nonpayment of Declared Dividends) and Creditors.

• To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis.

• To Review of adherence to the service standards adopted by the Company in respect of various services being

rendered by the Registrar & Share Transfer Agent.

• To Review of measures taken for effective exercise of voting rights by shareholders.

• To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed

dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the Company.

The Stakeholder''s relationship Committee met Four (4) times during the financial year, and the details of the meeting are
as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	29th May, 2024	Chairman & All other members were present
2.	31st August 2024	Chairman & All other members were present
3.	13th November 2024	Chairman & All other members were present
4.	08th March 2025	Chairman & All other members were present

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending
as on 31st March 2025.

Mrs. Purvi Tapan Trivedi, Chairman of the Stakeholder''s relationship Committee was present at the last Annual General
Meeting of the Company. The Company Secretary of the Company is the Secretary of the Committee.

Ms. Vishakha Tanwar has been appointed as the Company Secretary and Compliance Officer as required by the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. She has been entrusted
with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to
grievances of the Shareholders and Investors intimate to the Company directly or through SEBI and Stock Exchanges.

All Share transfer and correspondence thereon are handled by the Company''s Registrars and Share Transfer Agents viz.
Big Share Services Private Limited.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer
Forum(s) etc., on Investors grievances.

28. INSURANCE

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP,
finished goods, etc. have been adequately insured.

29. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

30. FRAUDS REPORTED BY AUDITORS

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those
which are reported to Central Government during the year under review.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables
directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal
Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company
provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism team was framed by Board in its Board Meeting held on 27^th April, 2018 and it comprises of the
following:

Sr. No.	Name	Status
1.	Mr. Maunal Shantilal Gandhi	Vigilant Officer
2.	Mrs. Purvi Tapan Trivedi	Member
3.	Mrs. Hanisha Jinish Patel	Member

During the year under review, no grievances received by the Company. The Vigil Mechanism is available on the website
of the Company at www.ushanti.com.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION &
REDRESSAL) ACT. 2013

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender,
caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual
harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.
Workshops and awareness programmes against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as
under:

Particulars	Number of Complaints
Number of complaints at the opening of the Financial Year	Nil
Number of complaints filed during the Financial Year	Nil
Number of complaints disposed of during the Financial Year	Nil
Number of complaints pending as on end of the Financial Year	Nil

33. WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely
www.ushanti.com containing basic information about the Company. The website of the Company is also containing
information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company
who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

34. MANAGEMENT AND DISCUSSION ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report and provides overview of the business and operations of the Company.

35. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate for
committed contribution made by employees of the Company at all the levels to sustain during the challenging business
scenario.

36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the
consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the
employees and to maintain the highest ethical standards of dealing in the Company''s Shares. The Code is also available
on the website of the Company.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has
been filed with the National Stock Exchange of India Limited (NSE) and also uploaded on the website of the Company.

37. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will
leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to
the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of
the Board of Directors. The Policy is also available on the website of the Company.

38. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT OF THE COMPANY:

As per provision of Section 178 of the Companies Act, 2013, the Company prepared policy on Directors'' appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other
matters provided under section 178(3) of the Companies Act, 2013.

The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to
attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the
Company are within the salary scale approved by the Nomination and Remuneration Committee, Board and
Shareholders.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter
alia, the following responsibilities:

• Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of the
Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise, inter personal
qualities, positive attributes, experience, social standing, and etc. factors.

• Identify persons who are qualified to be Directors:

The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The
process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as
Directors, whether Independent, Non-Executive or Executive.

• Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or
Independent Director or Executive Director, as the case may be.

• Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management
positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee of the
Company.

• Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and
the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose as may
be required.

• Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their Key
Performance Objectives at the beginning of each financial year. The Committee shall also approve their compensation
package(s) in accordance with applicable laws, in line with the Company''s objectives, shareholders'' interests, comparable
with industry standards and in commensurate with the role and responsibilities.

• Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall ensure
that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and
incentive pay reflecting short and long term performance objectives appropriate to the working of the Company, roles
and responsibilities, functional areas, industry standards etc. factors.

39. DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

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. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

40. OTHER DISCLOSURES

• During the financial year 2024-25, the Company does not have any scheme or provision of money for the purchase
of its own shares by employees or by trustees for the benefit of employees.

• During the financial year 2024-25, no application was made, or any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016.

• During the financial year 2024-25, your Company has not entered into any One-Time Settlement with banks or
financial institutions.

• The Company has not issued any debentures during the financial year 2024-25.

• During the financial year 2024-25, your Company did not raise funds from Preferential Issue of Convertible Equity
Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of
proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

41. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been granted the benefits as prescribed under the Act, including maternity leave and other related
entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly
for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

42. CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information
available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions
underlying such statements and they reflect Company''s current views of the future events and are subject to risks and
uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be
materially different.

43. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Company''s activities during the year under review.

For and on behalf of the Board
Ushanti Colour Chem Limited

SD/-

Maunal Shantilal Gandhi
Joint Managing Director

Date: 21^st August 2025 (DIN: 00118559)

Place: Ahmedabad

---

Mar 31, 2024

Your directors are pleased to present the 31^st Annual Report of the Company along with Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Financial Statements of the Company have been prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company''s financial performance for the year ended March 31,2024 is summarized below:

Financial Highlights	Standalone		Consolidated
	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	4258.88	4267.83	5070.95	4399.35
Other Income	268.34	384.58	132.56	321.92
Total Income	4527.22	4652.41	5203.51	4721.27
Total Expenses	4340.17	4479.3	5513.86	4629.43
Profit before Exceptional and Extra Ordinary items and Taxation	187.05	173.11	(310.35)	91.84
Less: Exceptional items	-	-	-	-
Profit before Extra -Ordinary items and Taxation	187.05	173.11	(310.35)	91.84
Less: Extra -Ordinary items	-	-	-	-
Profit before Taxation	187.05	173.11	(310.35)	91.84
Less: Current Tax	53.9	-	53.9	0
Add: Deferred Tax	(1.85)	(6.59)	111.62	(6.17)
Less: Other Tax Exp./Adj. for Earlier year	0.87	-	0.88	0.03
Profit After Tax	134.13	179.70	(476.75)	97.98
Less: Share in Profit/(Loss) of Minority Interest	-	-	(217.14)	(0.15)
Profit for the year	134.13	179.70	(259.61)	98.13

2. STATE OF COMPANY’S AFFAIRS. FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS

During the financial year 2023-24, the Company''s Standalone revenues from operations is INR 4527.22 Lakhs as against that of INR 4652.41 Lakhs for the previous year, while consolidated revenues from operations is INR 5070.95 Lakhs as against that of INR 4399.35 Lakhs for the previous year The Business operations has posted Net Profit after Tax of INR 134.13 Lakhs as against that of INR 179.70 Lakhs for the previous year.

3. CHANGE IN NATURE OF BUSINESS. IF ANY

During the Financial Year 2023-24, the Company has not changed its nature of business. The Company is engaged in the Business of Manufacturing Dyes and Intermediates.

4. DIVIDEND

With a view to conserve the Financial Resources, the Board of Directors has not recommended any dividend on the Equity Shares.

There is no amount outstanding as Unpaid and Unclaimed Dividend in the Company.

5. TRANSFER TO RESERVES

The Company has a closing Balance of Rs. 4119.04 Lakhs as Reserve and Surplus as on 31^st March 2024.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No.	Particulars	Amount In lakhs
1.	Balance at the beginning of the year	3744.91
2.	Current Year''s Profit	134.13
3.	Amount of Securities Premium during period/year	240.00
4.	Interim Dividend Paid	-
5.	Addition/(deduction) of Capital Reserve	-
	Total	4119.04

6. ANNUAL RETURN

The Annual Return for Financial year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.ushanti.com.

7. SHARE CAPITAL

As on 31^st March 2024, the Share Capital structure of the Company stood as follows:

Particulars	No ofShares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	1,50,00,000	15,00,00,000
Total	1,50,00,000	15,00,00,000
Issued, Subscribed and Paid-up Share	Capital
Equity Shares of Rs. 10/- each	1,07,01,700	10,70,17,000
Total	1,07,01,700	10,70,17,000

Preferential Issue:

During the year under review, the Board of Directors of the Company at their meeting held on Tuesday, August 29, 2023 have approved the Raising of funds by issue of upto 400,000 (Four Lakh) fully paid up Equity Shares (“Equity Shares”) of face value of INR 10/- (Rupees Ten Only) each at a price of INR 70/- (Rupees Seventy only) each which includes a premium of INR 60/- (Rupees Sixty only) per Equity Share, being the issue price determined in accordance with the provisions of the Companies Act, 2013, The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, aggregating upto INR 2.80 Crores (Rupees Two Crores Eighty Lakhs only) to the NonPromoters Allottees.

Further, the said Issue was approved by Shareholders of the Company by passing Special Resolution at the 30th Annual General Meeting held on 27th September 2023 and the National Stock Exchange of India had granted in-principal approval for the said issue vide letter dated 29th September 2023.

Further, the Board have approved the allotment of 4,00,000 Fully Paid-Up Equity Shares of face value of INR 10/- (Rupees Ten only) each at an issue price of INR 70/- (Rupees Seventy only) per Equity Shares inclusive of premium of INR 60/-(Rupees Sixty only) per share on preferential basis to the Non-Promoters upon receipt of Equity Share Subscription money amounting to INR 2,80,00,000/- (Rupees Two Crore Eighty Lakhs Only) in a Separate bank account opened for this purpose with the Kotak Mahindra Bank Limited. The Allotted Equity Shares were listed on traded on National Stock Exchange of India.

As on 31^st March 2024, the details of utilization of funds raised by way of Preferential Issue of are as follows:

Sr. No.	Objects as stated in the explanatory statement to the notice for the General Meeting	Amount proposed to be utilized	Actual amount utilized for the Objects stated in the explanatory statement to the notice for the General Meeting	Unutilized Amount	Amount of Deviation/ Variation for the quarter according to applicable object
1.	To meet the working capital requirements.	INR 210 Lakhs -INR 230 Lakhs	INR 280.00 Lakhs	--	--
2.	For general corporate purpose.	INR 50.00 Lakhs-INR 70.0 Lakhs	NIL	--	--
	Total	INR 280.00 Lakhs	INR 280.00 Lakhs	--	--

Except as disclosed above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

Rights Issue:

During the year under review, the Board of Directors have approved the raising of funds by way of offer, issue and allotment of Equity shares of face value of INR 10/- each to the existing members of the Company on rights basis (“Rights Issue”), at such price and right entitlement ratio as may be decided by the Board of Directors or a duly constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the Company, as on the record date, for an amount aggregating up to INR 3.00 Crores (Rupees Three Crores only), subject to receipt of necessary regulatory/statutory approvals and consent as may be necessary/required for compliance of applicable laws, including the provisions of the SEBI (ICDR) Regulations, 2018, as amended, the SEBI (LODR) Regulations, 2015, as amended and the Companies Act, 2013 as amended.

Depository System:

As the members are aware, the Company''s Equity Shares are compulsorily tradable in electronic form. As on 31^st March 2024, 100% of the Company''s total paid up Equity Capital representing 1,07,01,700 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.

8. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Nine (9) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting
1.	07 April 2023
2.	29 May 2023
3.	03 August 2023
4.	29 August 2023
5.	05 October 2023
6.	11 November 2023
7.	22 December 2023
8.	25 lanuary 2024
9.	15 March 2024

Name of the Director(s)	No of Board Meetings attended		Attendance at the last AGM held on 27th September, 2023
	Held/Entitled	Attended
Mr. Maunal Shantilal Gandhi	9	9	Yes
Mr. Minku Shantilal Gandhi	9	9	Yes
Mrs. Hanisha finish Patel	9	9	Yes
Mrs. Purvi Tapan Trivedi	9	9	Yes
Mr. Shantilal Bhailalbhai Gandhi	5	5	Yes
Mr. Tejas Pravinkumar Shah	9	9	Yes
Mr. Arjun Maunal Gandhi	4	4	Yes (As a Shareholder)

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors'' Meeting in the financial year 2023-24. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 25^th January 2024 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole,

reviewed the performance of the Chairman of the Company taking into account the views of executive and non-executive directors and assessed the quality, quantity and timeliness flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every half year to review half yearly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

9. ANNUAL GENERAL MEETING, EXTRA ORDINARY GENERAL MEETING AND POSTAL BALLOT:

The 30th Annual General Meeting (AGM) of the Company was held on Wednesday, 27th day of September 2023 at 02.00 PM IST. All the filings and requirements were made within the due timelines with respect to the 30th AGM.

There were no Extra-Ordinary General Meetings were held during the year under review.

During the year under review, One Postal Ballot was conducted to obtain the approval of the Shareholders for the following matters:

• Approval for Migration of the Securities of the Company from Emerge Platform of National Stock Exchange of India Limited to the Main Board Platform of National Stock Exchange of India Limited.

• Approval for Application of listing/trading of the Company on Main Board of BSE Limited (BSE).

The Postal Ballot was completed on 06^th April 2023 and the results was declared on 08^th April 2023.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:

(a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed and there are no material departures from the same.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis,

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

12. RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arm''s length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2023-24 and estimated transactions for financial year 2024-25. There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company''s website. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in the Form AOC-2 is set out herewith as “ANNEXURE I” and forms an integral part to this Report

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

14. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

16. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. “Manufacturing of Dyes and Intermediates”, in accordance with the definition of “Segment” as per the Accounting Standards. The performance of the Company is discussed separately in this Report.

17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 125(2) of the Companies Act, 2013, it is required to transfer the amount of dividend remaining unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund (“IEPF”).

During the year under review, there was no unpaid or unclaimed dividend amount having in the “Unpaid Dividend Account” for a period of 7 years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ‘Annexure II'' to this Report.

19. RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of Six (6) Directors out of which Two (2) are an Executive and Managing Directors, one (1) is Non-Executive and Non-Independent Director and other Three (3) are Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31^st March 2024, Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509) was appointed as Additional Director of the Company by the Board at their meeting held on 29^th August 2023.

Subsequently, the Shareholders approved the appointment of Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509) as Chairman and Non-Executive Non-Independent Director of the Company at the 30^th Annual General Meeting held on 27^th September 2023.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509), Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509), and other related information has been detailed in the Notice forming part of this Annual Report.

Your directors recommend his re-appointment as Non-Executive and Non-Independent Director of your Company. Retirements and Resignations along with facts of resignation:

During the Financial Year 2023-24, Mr. Arjun Maunal Gandhi (DIN: 09254434), Non-Executive and Non-Independent Director of the Company tendered his resignation from post of director vide his resignation letter dated August 29, 2023, due to his personal commitment, w.e.f. closure of business hours of August 31, 2023.

Key Managerial Personnel:

During the financial year 2023-24, Ms. Anjali Mukeshbhai Samani, Company Secretary and Compliance Officer of the Company has resigned from her post with effect from the closing of the business hours on 01^st December 2023 to pursue better career opportunities.

Consequently, due to resignation of Ms. Anjali Mukeshbhai Samani from the position of Company Secretary and Compliance Officer of the Company with effect from 01^st December 2023, the Board of Directors, in their meeting held on 25^th January 2024, has approved appointment of Ms. Vishakha Tanwar as a Company Secretary and Compliance Officer of the Company with effect from 25^th January 2024.

As on 31^st March 2024, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Minku Shantilal Gandhi, Managing Director, Mr. Maunal Shantilal Gandhi, Managing Director, Mr. Pradip Bhadriklal Parikh, Chief Financial Officer and Ms. Vishakha Tanwar, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

Annual Evaluation of Board''s Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”).

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.ushanti.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audit Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company www.ushanti.com. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March 2024.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Subsidiary as on 31^st March 2024. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is given as an ''Annexure III'' to this Report.

Financial accounts of Subsidiary Company for the Financial Year 2023-24 are available for inspection by any Member at the Registered Office of your Company, during normal business hours on all working days, up to the date of the 31^st Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiary, is available on the website of the Company, www.ushanti.com.

23. PUBLIC DEPOSITS

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

24. AUDITOR AND AUDITOR''S REPORT Statutory Auditors

M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W), were appointed as Statutory Auditors of the Company at the 26th AGM held on 28th September 2019 till the conclusion of the 31st AGM of the Company. The period of five year was completed in the Company. The Board of Directors at its meeting held on 31^st August 2024, has recommended reappointment of M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) as Statutory Auditors of the Company for a second consecutive term of five years, from the conclusion of this 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting to be held for the Financial Year 2028-29 to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W), have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3) (g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made thereunder. They have also confirmed that the Firm is also a Peer Reviewed Firm of Chartered Accountants, and the Peer Review Certificate has already been issued by the ICAI and the same has been placed before the Board for due identification.

Pursuant to Section 139 of the Companies Act, 2013, approval of the members is required for appointment of the Statutory Auditors and fixing their remuneration by means of an ordinary resolution. Accordingly, approval of the members is sought for appointment of M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) as the Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years to hold office from the conclusion of this 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29.

The Auditors'' Report for the Financial Year ended 31^st March 2024 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year ended 31^st March 2024.

Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed Mrs. Mital Dipeshbhai Shah as Internal Auditor of the Company for the financial year 2023-24.

The Internal Audit Reports for Financial Year ended 31^st March 2024 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - IV” to this Report.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

25. EXPLANATION ON AUDITORS REPORT

Statutory Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

26. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in “ANNEXURE V” that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31^st March 2024.

27. COMMITTEES OF THE BOARD:

As on 31^st March 2024, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder''s Relationship Committee.

Audit Committee

As on 31^st March 2024, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Hanisha Jinish Patel	Chairperson	Independent Director
Mrs. Purvi Tapan Trivedi	Member	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director
Mr. Maunal Shantilal Gandhi	Member	loint Managing Director

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management.

The composition and terms of reference of the Audit Committee are in conformity with the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the minutes of the Audit Committee are placed before the Board for its information. All the members of the Audit Committee are financially literate and have requisite experience in financial management.

The terms of reference of the Audit Committee are as under:

• Overseeing the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board for appointment, re-appointment and if required, the replacement or removal of the Statutory Auditor and the fixation of the fees;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

(a) Matters required being included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

(b) Changes, if any, in accounting policies and practices and reasons for the same

(c) Major accounting entries involving estimates based on the exercise of judgment by management.

(d) Significant adjustments made in the financial statements arising out of audit findings

(e) Compliance with listing and other legal requirements relating to financial statements

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing with the management performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Scrutiny of Inter-Corporate Loans and Investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Discussions with internal auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussions with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• The Audit Committee shall mandatorily review the following information.

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by Management ;

c. Management letters/letters of internal control weaknesses issued by the statutory auditors ;

d. Internal audit reports relating to internal control weakness ; and

e. The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee.

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• To look into any other matter which may be referred to it by the Board.

• In addition to the above, the Committee shall have such functions / role / powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or any other applicable law.

The Audit Committee met Six (6) times during the financial year and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	07th April, 2023	Chairman & All other members were present
2.	29th May, 2023	Chairman & All other members were present
3.	03rd August 2023	Chairman & All other members were present
4.	29th August 2023	Chairman & All other members were present
5.	11th November 2023	Chairman & All other members were present
6.	22nd December 2023	Chairman & All other members were present

Mrs. Hanisha Jinish Patel, Chairperson of the Audit Committee was present at the last Annual General Meeting. The Company Secretary of the Company is the Secretary of the Committee. The Internal Auditor and the representatives of the Statutory Auditors also attend the Audit Committee meetings, besides the executives invited by the Audit Committee to be present thereat. The Internal Auditor presented their report directly to the Audit Committee.

Nomination and Remuneration Committee

As on 31^st March 2024, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Hanisha Jinish Patel	Chairperson	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director
Mrs. Purvi Tapan Trivedi	Member	Independent Director

The Composition of this committee is also in compliance with the requirements of Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compensation grades of the senior managerial personnel are governed by the HR policies of the Company. Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other applicable provisions of the Companies Act, 2013.

• The Committee shall have meetings periodically as it may deem fit.

• The Committee shall invite such of the executives to be present at the meetings of the Committee required by it.

• The Committee shall have the following powers and functions:

a. Identify persons who are qualified to become directors and persons who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

b. Carry on the evaluation of every Director''s performance;

c. Formulate criteria for determining qualifications, positive attributes and independence of a Director;

d. Recommend to the Board a policy, relating to the remuneration of the directors, Key Managerial Personnel and other employees;

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity;

g. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

• To administer and supervise Employee Stock Option Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS.

• To Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration Policy of the Company.

The Details of Remuneration paid to all the Directors have been included in the Annual Financial Statements and forms part of this Report. The Company does not have any stock option scheme for any of its directors or employees.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company.

The Nomination and Remuneration Committee met Three (3) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	29th May 2023	Chairman & All other members were present
2.	29th August 2023	Chairman & All other members were present
3.	25th January 2023	Chairman & All other members were present

Mrs. Hanisha Jinish Patel, Chairperson of the Nomination and Remuneration Committee was present at the last Annual General Meeting.

Stakeholder’s relationship Committee.

As on 31^st March 2024, the composition of Stakeholder''s relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Purvi Tapan Trivedi	Chairperson	Independent Director
Mrs. Hanisha Jinish Patel	Member	Independent Director
Mr. Tejas Pravinkumar Shah	Member	Independent Director

Terms of Reference

The terms of reference of the Committee are as under:

• To specifically look into the Redressal of Investors'' Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights, Bonus, Split Share Certificates.

• To look into other related issues towards strengthening Investors'' Relations.

• To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Debenture Certificates.

• To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and Creditors.

• To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half-yearly basis.

• To Review of adherence to the service standards adopted by the Company in respect of various services being

rendered by the Registrar & Share Transfer Agent.

• To Review of measures taken for effective exercise of voting rights by shareholders.

• To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed

dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The Stakeholder''s relationship Committee met Four (4) times during the financial year, and the details of the meeting are as follows:

Sr. No	Date of Meeting	Attendance of Chairman/Members
1.	29th May, 2023	Chairman & All other members were present
2.	29th August 2023	Chairman & All other members were present
3.	11th November 2023	Chairman & All other members were present
4.	15th March 2024	Chairman & All other members were present

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31^st March 2024.

Mrs. Purvi Tapan Trivedi, Chairman of the Stakeholder''s relationship Committee was present at the last Annual General Meeting of the Company. The Company Secretary of the Company is the Secretary of the Committee.

Ms. Vishakha Tanwar has been appointed as the Company Secretary and Compliance Officer as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. She has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimate to the Company directly or through SEBI and Stock Exchanges.

All Share transfer and correspondence thereon are handled by the Company''s Registrars and Share Transfer Agents viz. Big Share Services Private Limited.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

28. INSURANCE

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

29. SIGNIFICANT/MATERIAI, ORDERS PASSED BY THE REGULATORS

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

30. FRAUDS REPORTED BY AUDITORS

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism team was framed by Board in its Board Meeting held on 27^th April, 2018 and it comprises of the following:

Sr. No.	Name	Status
1.	Mr. Maunal Shantilal Gandhi	Vigilant Officer

2.	Mrs. Purvi Tapan Trivedi	Member
3.	Mrs. Hanisha Jinish Patel	Member

During the year under review, no grievances received by the Company. The Vigil Mechanism is available on the website of the Company at www.ushanti.com.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to providing and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. WEBSITE

The Company is having website as www.ushanti.com. All the requisite details and policy are placed on the website of the Company.

34. MANAGEMENT AND DISCUSSION ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

35. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during the year. We appreciate for committed contribution made by employees of the Company at all the levels to sustain during the challenging business scenario.

36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company''s Shares. The Code is also available on the website of the Company.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

37. BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company.

38. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

As per provision of Section 178 of the Companies Act, 2013, the Company prepared policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013.

The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Nomination and Remuneration Committee, Board and Shareholders.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

• Formulate the criteria for appointment as a Director:

The Committee shall formulate broad guidelines and parameters required to be fulfilled for becoming a Director of the Company and review the same ongoing basis. The broad parameters are qualifications, skills, expertise, inter personal qualities, positive attributes, experience, social standing, and etc. factors.

• Identify persons who are qualified to be Directors:

The Committee shall identify persons who are qualified to become Directors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting, screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.

• Nominate candidates for Directorships subject to the approval of Board:

The Committee recommends to the Board the appointment of potential candidates as Non- Executive Director or Independent Director or Executive Director, as the case may be.

• Approve the candidates required for senior management positions:

The Committee shall lay down criteria qualifications, skills, expertise and qualities required for senior management positions like Managing Director & CEO, CFO and Company Secretary and members of the Management Committee of the Company.

• Evaluate the performance of the Board:

The Committee shall determine a process for evaluating the performance of every Director, Committees of the Board and the Board. The Committee may seek the support and guidance of external experts and agencies for this purpose as may be required.

• Evaluate the performance of the Managing Director or Whole-time Director and determine their compensation:

The Committee shall evaluate the performance of the Managing Director or Whole-time Director by setting their Key Performance Objectives at the beginning of each financial year. The Committee shall also approve their compensation package(s) in accordance with applicable laws, in line with the Company''s objectives, shareholders'' interests, comparable with industry standards and in commensurate with the role and responsibilities.

• Review performance and compensation of senior management:

The Committee shall review the performance of the senior management of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company, roles and responsibilities, functional areas, industry standards etc. factors.

39. OTHER DISCLOSURES

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• During the financial year 202 3-24, your Company had raised funds from Preferential Issue of Equity Shares and your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

40. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review.

Registered Office: For and on behalf of the Board

88/8, GIDC Phase I, Ushanti Colour Chem Limited

Vatva, Ahmedabad-382445, SD/-

Gujarat, India. Minku Shantilal Gandhi Maunal Shantilal Gandhi

Joint Managing Director Joint Managing Director Date: 31^st August 2024 (DIN: 00118617) (DIN: 00118559)

Place: Ahmedabad

---

Mar 31, 2023

Your Directors are pleased to present the 30^th Annual Report of the Company along with Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2023.

Financial Results

The Company''s financial performance, for the year ended 31^st March, 2023 is summarized below:

Financial Highlights	Standalone		Consolidated
	Financial Year 2022-23	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operations	4267.83	4775.25	4399.35	4773.04
Other Income	384.58	57.02	321.92	39.73
Total Income	4652.41	4832.27	4721.27	4812.76
Total Expenses	4479.3	4632.79	4629.43	4645.50
Profit before Exceptional and Extra Ordinary items and Taxation	173.11	199.47	91.84	167.27
Less: Exceptional items	0	0	0	0
Profit before Extra -Ordinary items and Taxation	173.11	199.47	91.84	167.27
Less: Extra -Ordinary items	0	0	0	0
Profit before Taxation	173.11	199.47	91.84	167.27
Less: Current Tax	0	52.15	0	52.15
Add: Deferred Tax	(6.59)	(0.97)	(6.17)	(1.02)
Less: Other Tax Exp./Adj. for Earlier year	0	0.74	0.03	0.74
Profit After Tax	179.70	147.55	97.98	115.39
Less: Share in Profit/(Loss) of Minority Interest	0	0	(0.15)	(1.00)
Profit for the year	179.70	147.55	98.13	116.39

Performance / Highlights of the Company

During the year under review, Company earned from its Operation of Rs.4267.83 lakh as against Rs. 4775.25 lakh which recorded reduction of 10.63%.

Other Income during FY 2022-23 was Rs. 384.58 lakhs as against Rs.57.02 lakhs which recorded reduction of 574.47%.

The Company recorded Profit before Tax of Rs.173.11 lakhs as against Rs. 199.47 lakhs which recorded a reduction of 13.22%. Business Outlook

The global economy is projected to grow a weak 2.8% in 2023, marked by sustained Russia-Ukraine conflict and higher interest rates. Global inflation is projected to be 7% in 2023. Inflation''s return to target is unlikely before 2025 in most cases. On the positive side, the reopening of China''s economy after the waning of the pandemic, the decline in the European energy crisis and robust US consumption outlook (despite high inflation) remain positives. Interestingly, even as the global economy is projected to grow less than 3% for five years, India and China are likely to account for half the global growth in 2023.

India is the 6th largest producer of chemicals in the world and 3rd in Asia, contributing 7% to India''s GDP. Domestic demand is expected to rise from US$ 170 billion-US$ 180 billion in 2021 to US$ 850 billion-US$ 1,000 billion by 2040.

During the past few quarters, challenges such as high energy costs, rising freight costs, limited container availability, and surging prices of basic raw materials, impacting their quarterly earnings faced. However, the situation is improving as energy costs are coming down, providing some relief.

The Indian speciality chemicals market to continue growing at 12% annually, reaching $120 billion by 2025 from $70 billion in 2020.

Change in the Nature of Business

There was no Change in the nature of the business of the Company done during the year.

Annual Return

The Annual Return for Financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Company''s website at www.ushanti.com.

Board Meetings conducted during the year under review

During the Financial year 2022-23, 13 (Thirteen) Board Meetings were convened and held. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

Meetings were conducted on 26th May, 2022, 29^th June, 2022, 04^th July, 2022, 12^th July, 2022, 18^th July, 2022, 22^nd August, 2022, 29^th August, 2022, 02^nd September, 2022, 22^nd September, 2022, 14^th November, 2022, 23^rd November, 2022, 05^th January, 2023 and 01^st March,2023.

The detail of attendance at the aforesaid meeting is as follows:

Name of Directors	Designation	No. of Meetings
		Held during their respective tenures	Attended
Mr. Maunal Shantilal Gandhi	Joint Managing Director	13	11
Mr. Minku Shantilal Gandhi	Joint Managing Director	13	12
Mrs. Hanisha Jinish Patel	Independent Director	13	12
Mrs. Purvi Tapan Trivedi	Independent Director	13	11
Mr. Arjun Maunal Gandhi	Non-Executive Non-Independent Director	13	11
Mr. Tejas Pravinkumar Shah	Independent Director	6	4

Annual General Meeting and Extra Ordinary General Meeting

The 29^th Annual General Meeting (AGM) of the Company was held on Friday, 30^th day of September, 2022 at 02.00 p.m.

During the Financial year 2022-23, Company has convened and held general meeting by means of postal ballot from March 08, 2023 to April 06, 2023 for Migration of Equity Shares of the Company from NSE Emerge to the main Board of the National Stock Exchange of India Limited and to list/trade the Equity Shares of the Company on the main board of BSE Limited.

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards had been followed and there are no material departures from the same,

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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, 2023 and of the profit of the Company for the year ended on that date,

c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis,

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Comment on Auditor''s Report

The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The details of loans, guarantees, securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Audit Committee and Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ''Annexure I'' to this Report.

The State of Company''s Affairs

During the year Company served its reputed clients best of its services and ensure that in future also will do the same. Company is thankful towards all the stakeholders for being associate with it in a tough time because without them growth of the Company is not easily possible.

Status of the Altered IPO Object: As per altered object of the Company, SPV of the Company, M/s. UC Colours and Intermediates Private Limited has commenced its commercial production/operation from August 02, 2023 at Plot No. C-18 situated at GIDC, Saykha Industrial Estate, Bharuch-392140, Gujarat, India.

Proceeds from the IPO has been fully utilized as per the details given below:

Sr. No.	Object as stated In the Prospectus	Modified Object	Amount proposed to be utilized	Actual amount utilized for the Object stated in the Prospectus	Unutilized Amount	Amount of Deviation/Variati on for the quarter according to applicable object
1.	To finance setting up of Dyestuff Pigment and Intermediates manufacturing facility at GIDC Saykha Industrial Estate, Bharuch;	To finance setting up of Dyestuff, Pigment, Chemical and Intermediates manufacturing facility in Gujarat either by UCL or by Special Purpose Vehicle ("SPV")	Rs. 3,00,00,000	Rs. 3,00,00,000
2.	Repayment/pre-payment of certain secured borrowings availed by our Company		Rs. 5,80,00,000	Rs. 6,53,00,000

3.	General purposes	corporate	-	Rs. 2,25,60,000	Rs. 1,52,60,000	-	-
4.	Issue Expenses	Related	-	Rs. 50,00,000	Rs. 50,51,670	-	-

Status of the Warrant Utilization money:

The Company had issued 30,000,000 convertible equity warrants at the price of Rs.57.25 and received 25% upfront payment ("warrant subscription"), Rs. 4,29,37,500 during the financial year 2021-22.

During the financial year 2022-2023, On payment of the balance consideration Rs. 12,88,12,500, being 75% of the issue price per warrant from the allottees pursuant to exercise of conversion option against each such warrant, the company has allotted 19,25,000 equity shares of Rs. 10 each on November 23, 2022 and 10,75,000 equity shares of Rs. 10 each on January 05, 2023 against the conversion of said warrants exercised by the warrant holders.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the explanatory statement to the notice of EGM dated March 05, 2022 and entire funds have been utilized in the same manner.

The details of utilisation of funds are given hereunder:

Original Object as stated In the explanatory statement to the notice for the General Meeting	Modif ied Objec t, if any	Original Allocation	Modif ied alloca tion, if any	Funds Utilized	Amount of Deviation/Vari ation for the quarter/half year according to applicable object	Remar ks if any
To augment the funds for the expansion and diversification of the business of the Company.	-		-	Rs. 62,77,716/-	-	-
To meet the long term working capital requirements of the Company	-	For anyone or combination of one or more objects	-	--	-	-
To repay the debt of the Company.	-		-	Rs.14,36,03,303/	-	-
For meeting any nature of capital expenditure to be incurred for expansion and diversification including to manufacture any new product.	-		-	Rs. 6,93,975/-	-	-
Investment in Subsidiary Company (ies).	-		-	-	-	-
For general corporate purpose	-		-	Rs.2,11,75,006/-	-	-

Pursuant to Regulation 14 of Listing Regulation, the Annual Listing fees for the year 2022-23 has been paid within due date. The bill for annual custodian fees to NSDL & CDSL has been paid by the Company for the Securities of the Company held in dematerialized mode with them for the year 2022-2023.

Share Capital

The paid up share capital of the company at the beginning of the financial year was Rs. 7,30,17,000 consisting of 73,01,700 equity shares of Rs. 10 each.

During the financial year, the company has allotted 19,25,000 equity shares of RS. 10 on November 23, 2023 and 10,75,000 equity shares of Rs. 10 each on January 05, 2023 towards conversion of warrants issued on preferential basis.

As a result of the above allotment the paid up capital of the company as at the end of the financial year increased to Rs. 10,30,17,000 consisting of 1,03,01,700 equity shares of Rs. 10 each.

Internal Financial Control and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

Corporate Governance

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reserve

The Company has a Closing Balance of Rs. 37,44,91,044/- (Rupees Thirty Seven Crore Forty Four Lakh Ninety One Thousand Forty Four(Twenty Crore Seventeen Thousand Five Hundred Sixty Only) as Reserve and Surplus as on 31/03/2023.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No.	Particulars	Amount ^ In lakhs
1.	Balance at the beginning of the year	2147.729
2.	Current Year''s Profit	179.680
3.	Amount of Securities Premium during period/year	1417.5
4.	Interim Dividend Paid	-
5.	Addition/(deduction) of Capital Reserve	-
	Total	3744.910

Dividend

Considering the capital requirement for ongoing business expansion during the year 2022-23, the Board of Directors has not recommended any dividend on the Equity shares.

Material changes and commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate and the date of the Report:

No material changes and commitments, affecting the financial position of the Company have been occurred between the end of the financial year to which this financial statement relate and the date of the report.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125(2) of the Companies Act, 2013, it is required to transfer the amount of dividend remaining unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend amount having in the "Unpaid Dividend Account" for a period of 7 years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ''Annexure II'' to this Report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on your Company for the financial year ended 31^st March, 2023 as per Section 135(1) of the Companies Act, 2013 and rules made there-under.

Directors and Key Managerial Personnel

Director retiring by rotation

In accordance with the provision of Section 152 of the Companies Act, 2013, at this Annual General Meeting (AGM) Mr. Minku Shantilal Gandhi (DIN: 00118617), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

Appointment of independent director

At the meeting of the Board of Directors of the Company held on August 28, 2022, Mr. Tejas Pravinkumar Shah (DIN: 09715481) was appointed as an Additional / Independent Director of the Company. He holds the office of directorship till the conclusion of the ensuing Annual General Meeting. Being eligible, He has offered himself for appointment as a Director / Independent Director of the Company for a period of consecutive 5 years with effect from February August 29, 2022. Necessary approval of the shareholders for his appointment as an Independent Director is being sought at the ensuing Annual General Meeting of the Company. In this view, Shareholder approved the appointment of Mr. Tejas Pravinkumar Shah (DIN: 09715481) as an independent director in the 29th AGM held on September 30, 2022.

Re-appointment of managing directors

Mr. Maunal Shantilal Gandhi (DIN: 00118559) and Mr. Minku Shantilal Gandhi (DIN: 00118617) were appointed as Joint Managing Director of the company vide approval of shareholders granted at their held on 29th Annual General Meeting held on September 30, 2022 for the further period of 5 (Five) years w.e.f February 16, 2023.

Re-appointment of Independent Directors

At the Meeting of the Board of Directors of the Company held on August 29, 2022, based on the recommendation of the Nomination & Remuneration Committee, reappointed Mrs. Hanisha Jinish Patel (DIN: 07190911) and Mrs. Purvi Tapan Trivedi (DIN: 08064080) as an Independent Directors of the Company for the further period of 5 (Five) years w.e.f January 31, 2023 to January 30, 2028 subject to the approval of the Members. In 29th AGM held on September 30, 2022 shareholders approved the reappointments of Mrs. Hanisha Jinish Patel (DIN: 07190911) and Mrs. Purvi Tapan Trivedi (DIN: 08064080) as an ndependent Directors of the Company.

Key Managerial Personnel

Mrs. Heli Akash Garala, Company Secretary of the Company has given her resignation from the post of Company Secretary and Compliance Officer of the company w.e.f. close of business hours of 21st September, 2022 and Ms. Anjali Mukesh Samani has been appointed as the Company Secretary and Compliance Officer of the company w.e.f. 22nd September, 2022.

The Board Comprise of the followings as on 31^st March, 2023:

Sr. No.	Name of Director	Designation	DIN
1.	Minku Shantilal Gandhi	Joint Managing Director	00118617
2.	Maunal Shantilal Gandhi	Joint Managing Director	00118559
3.	Purvi Tapan Trivedi	Independent Director	08064080
4.	Hanisha Jinish Patel	Independent Director	07190911
5.	Arjun Maunal Gandhi	Non-Executive Non-Independent Director	09254434
6.	Tejas Pravinkumar Shah	Independent Director	09715481

7.	Pradip Bhadriklal Parikh	Chief Financial Officer	-
8.	Anjali Mukesh Samani	Company Secretary	-

After the closure of the Financial year 2022-23, Mr. Arjun Maunal Gandhi (DIN: 09254434), Non-Executive Non-Independent Director of the Company has given his resignation vide his resignation letter dated August 29, 2023 from the said post, due to his personal commitment, w.e.f. closure of business hours of August 31, 2023 and Mr. Shantilal Bhailal Gandhi (DIN: 00118509) is appointed as Chairman & Additional Non-Executive Non-Independent Director of the company on August 29, 2023. The notice convening the AGM includes the proposal for regularisation of his appointment as Chairman & Non-Executive NonIndependent Director.

Declaration by Independent Directors

The following directors have been appointed as independent directors in terms of Section 149(6) of the Act;

1. Mrs. Purvi Tapan Trivedi

2. Mrs. Hanisha Jinish Patel

3. Mr. Tejas Pravinkumar Shah

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have completed their registration in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.ushanti.com.

Annual Evaluation by the Board

Pursuant to the provision of Companies Act, 2013, Rules made thereunder and as per policy of the Company, Separate meeting of directors was held to evaluate the performance of the directors, performance of the board as a whole and performance of the members of the Committee and Committee, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Evaluation of the performance of the board, its committees and individual directors has been carried out after taking into consideration various criteria as recommended by the Nomination and Remuneration Committee of the Company and reviewed by the Nomination and Remuneration Committee too.

All Directors of the company were satisfied with the evaluation process and its outcome.

Subsidiaries, Joint Ventures and Associate Companies

The Company has 01 subsidiary as on 31^st March, 2023. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is given as an ''Annexure III'' to this Report.

Financial accounts of subsidiary company for the Financial Year 2022-23 are available for inspection by any Member at the Registered Office of your Company, during normal business hours on all working days, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiary, is available on the website of the Company, www.ushanti.com.

Performance / Highlights of the Subsidiary Company

Directors of the Company glad to inform you that company has commenced its operation from August 02, 2023.

Deposits

Your Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 Company has accepted Rs. 1045.4 lakhs during the FY 22-23 from the Directors of the Company.

Auditor and Auditor''s Report

Statutory Auditors

M/s. DJNV & Co., Chartered Accountants, (FRN: 130797W), were appointed as Statutory Auditors of the Company at the 26^th AGM held on 28^th September, 2019 till the conclusion of the 31^st AGM, subject to ratification of their appointment by the shareholders of the Company at every AGM held thereafter. As on 04^th December, 2019, Statutory Auditor Firm M/s. ANA & Associates, Chartered Accountants, Ahmedabad (FRN: 130797W) has been merged with the firm M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W). Audit Committee and Board of Directors of the company, in their meeting held on 13^th January, 2020 took note of the same and recommended the said matter to the Shareholders of the Company. As on 20^th August, 2020 members of the Company took a note of name change of Statutory Auditor Firm due to its merger with M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) and approved them as a Statutory Auditor of the Company on the same terms and conditions including remuneration and tenure on which M/s. ANA & Associates was appointed by the shareholders and board of directors of the Company.

However, vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs, New Delhi, the requirement of seeking ratification of appointment of Statutory Auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in notice of the 30^th AGM.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year ended 31^st March, 2023.

Secretarial Auditors

The Board appointed Mr. Hardik Hudda (ACS No. 39621, COP No. 14697), Proprietor of M/s. Hardik Hudda and Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit of the Company for the financial year 2022-23. The Report pertains to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as an ''Annexure IV'' to this Report.

The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.

Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed Mrs. Mital Dipeshbhai Shah as Internal Auditor of the Company for the financial year 2022-23.

Committees of the Board

As Company is listed on EMERGE Platform of National Stock Exchange of India Limited, Hence Company required to constitute various committees as per applicable provisions of Companies Act, 2013.

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

A) Composition of Audit Committee:

The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, Audit Committee met 6 (Six) times viz May 26, 2022, July 04 2022, July 12, 2021, September 02, 2022, November 14, 2022, and March 01, 2023. The Committee re-constituted as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director of the committee. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Status	No. of Committee Meeting entitled	No. of Committee Meeting attended
Mrs. Hanisha Jinish Patel	Chairman	6	6
Mrs. Purvi Tapan Trivedi	Member	6	6
Mr. Tejas Pravinkumar Shah	Member	3	2
Mr. Maunal Shantilal Gandhi	Member	6	6

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

B) Composition of Nomination and Remuneration Committee:

The Board of Directors constituted Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz May 26, 2022, August 29, 2022 and on September 22, 2022. The Nomination and Remuneration Committee re-constitute as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director. Mr. Arjun Maunal Gandhi, Non-Executive Non Independent Director has given his resignation vide his resignation letter August 29, 2023 from the said post w.e.f. August 31, 2023 and simultaneously ceases to be a member of the committees. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Status	No. of Committee Meeting entitled	No. of Committee Meeting attended
Mrs. Hanisha Jinish Patel	Chairman	3	3
Mr. Arjun Maunal Gandhi	Member	3	3
Mr. Tejas Pravinkumar Shah	Member	1	0
Mrs. Purvi Tapan Trivedi	Member	3	3

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company at www.ushanti.com

and the same has been also disclosed under ''Annexure V''.

C) Stake Holder''s Relationship Committee:

The Board of Directors constituted Stake Holder''s Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Stake Holder''s Relationship Committee met 2 (Two) times viz May 26, 2022 and September 02, 2022.The Stake Holder''s Relationship Committee re-constitute as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director. Mr. Arjun Maunal Gandhi, Non-Executive Non Independent Director has given his resignation vide his resignation letter August 29, 2023 from the said post w.e.f. August 31, 2023 and simultaneously ceases to be a member of the committees. The composition of the Committee and the details of meetings attended by its members are given below:

Name	Status	No. of Committee Meeting entitled	No. of Committee Meeting attended
Mrs. Purvi Tapan Trivedi	Chairman	2	2
Mr. Arjun Maunal Gandhi	Member	2	2
Mrs. Hanisha Jinish Patel	Member	2	2
Mr. Tejas Pravinkumar Shah	Member	1	0

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31^st March, 2023.

Insurance

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism team was framed by Board in its Board Meeting held on 27^th April, 2018 and it comprises of the following:

Sr. No.	Name	Status
1.	Mr. Maunal Shantilal Gandhi	Vigilant Officer
2.	Mrs. Purvi Tapan Trivedi	Member
3.	Mrs. Hanisha Jinish Patel	Member

During the year under review, no grievances received by company. The Vigil Mechanism is available on the website of the Company at www.ushanti.com.

Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further states that during the year under review there were no cases filed pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

Particulars of Employees

Disclosures with respect to remuneration of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) & 5(2)** of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2022 is given as an ''Annexure VI'' to this Report.

There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

**During the year under review, there are no employees who received remuneration of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year hence the Company is not require to give disclosure as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, List of top ten employees and details thereof mentioned in the annexure.

Website

www.ushanti.com is the website of the Company. All the requisite details and policy are placed on the website of the Company. Management and Discussion Analysis

Management and Discussion Analysis Report as an integral part of this Report required to give under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is mentioned as an ''Annexure VII'' to this report.

Related Party Disclosure

Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been mentioned in Note No. 34 of Audit Report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Policy on Director Appointment and Remuneration

As per provision of Section 178 of the Companies Act, 2013, Company prepared policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013.

The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Nomination and Remuneration Committee, Board and Shareholders.

Other Disclosures:

During the year under the review, there is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one time settlement with any Bank or Financial Institution.

Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review.

Registered Office: For and on behalf of the Board

88/8, GIDC Phase I, Ushanti Colour Chem Limited

Vatva, Ahmedabad-382445,

Gujarat, India.

Date: 29/08/2023 Minku Shantilal Gandhi Maunal Shantilal Gandhi

Place: Ahmedabad Joint Managing Director Joint Managing Director

(DIN: 00118617) (DIN: 00118559)

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twenty-Fifth Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2018.

Financial Results

The Company''s financial performance, for the year ended March 31, 2018 is summarized below:

(Amount in Rs.)

Particulars	Year ended on March 31, 2018	Year ended on March 31, 2017
Gross Income	393832718	307744407
Less: Goods and Services tax/ Excise Duty	36450680	21293905
Export incentives	7775730	8540932
Other Income	2767736	1211651
Total Income	367925504	296203085
Profit before Depreciation, Finance Costs, Exceptional items and Taxation	55631127	38202918
Less: Depreciation/Amortisation	11720674	8400222
Profit before Finance Costs, Exceptional items and Taxation	43910453	29802696
Less: Finance Costs	9772692	8965377
Profit before Exceptional items and Taxation	34137761	20837319
Add: Exceptional items	-	-
Profit before Taxation	34137761	20837319
Less: Provision for Tax - Current Tax	9752833	7005118
Add: Provision for Tax - Deferred Tax (Net)	76000	(50000)
Profit for the year	24460928	13782201

Performance / Highlights of the Company

During the year under review, your company has achieved Revenue from Operation of Rs.3651.58lacs as against Rs.2949.91 lacs which recorded a growth of 23.79%.

Other Income during FY 2017-18 was Rs.27.68 lacs as against Rs.12.12 lacs which recorded a growth of 128.38%.

The Company recorded Profit Before Tax of Rs.341.38 lacs as against Rs.208.37 lacs which recorded a growth of 63.83%.

Change in the Nature of Business

There was no Change in the nature of the business of the Company done during the year.

Corporate Governance

The Equity Shares of the Company get listed on the SME platform (NSE-emerge) of NSE after closure of financial year. Further regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form MGT-9 and is attached to this Report as ''Annexure I''.

Board Meetings conducted during the year under review

During the Financial year 2017-18, 17 (Seventeen) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meetings were conducted on 06th April, 2017, 25th April, 2017, 05th May, 2017, 18th May, 2017, 31st August, 2017, 19th September, 2017, 05th October, 2017, 25th October, 2017, 09th November, 2017, 01st December, 2017, 31st January, 2018, 15th February, 2018, 23rd February, 2018, 13th March 2018, 16th March, 2018, 19th March, 2018 (2 Board Meeting).

The detail of attendance at the aforesaid meeting is as follows:

Name of Directors	Designation	No. of Meetings
		Held during their respective tenures	Attended
Mr.MaunalShantilal Gandhi	Joint Managing Director	17	17
Mr.MinkuShantibhai Gandhi	Joint Managing Director	17	17
Mr.ShantilalBhailal Gandhi	Chairman and Executive Director	3	3
Mr.ShaileshIndradamanPatwari	Independent Director	6	6
Mrs.HanishaJinish Patel	Independent Director	6	6
Mrs.PurviTapanTrivedi	Independent Director	6	6
Mrs.HarshabenNishithbhai Mehta	Non Executive Director	2	2

Annual General Meeting and Extra Ordinary General Meeting

The 24th Annual General Meeting (AGM) of the Company was held on September 23, 2017.

During the Financial year 2017-18, 6 (Six) Extra Ordinary General Meeting were convened and held.

Meetings were conducted on 02nd May, 2017, 03rd January, 2018, 19th February, 2018, 15th March, 2018, 24th March, 2018 (2 EOGM).

Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the Directors Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;

e) the Company being unlisted, sub clause (e) of section 134(5) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Comment on Auditor''s Report

The Auditors Report is annexed with the Audited Accounts of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

The State of Company''s Affairs

During the year under review the Company has put all of its efforts to serving our products to all its Customer in time. The turnover of the Company during the reporting period amounted Rs. 3651.58 lacs.

Company is listed on EMERGE Platform of National Stock Exchange Board of India as on 2^nd August, 2018 as SME Listed Company.

With this information, the Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years. The Directors express their gratitude towards the stakeholders for all the support the Company has received from them and hope that the Company continues to receive the same support in the coming future.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ''Annexure II'' to this Report.

Reserve

The Company has a Closing Balance of Rs. 4,00,16,473(Rupees Four Crore Sixteen Thousand Four Hundred Seventy Three Only) as Reserve and Surplus as on 31/03/2018.

Sr. No.	Particulars	Amount (In Rs.)
1.	Balance at the beginning of the year	58862545/-
2.	Current Year''s Profit	24460928/-
3.	Amount of Securities Premium	5563000/-
4.	Bonus Issue for the year	-48870000/-
	Total	40016473/-

Dividend

Considering the capital requirement for ongoing business expansion during the year 2017-18, the Board of Directors do not recommend any dividend on the Equity shares.

Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the Report:

Apart from the Change as mentioned below, No material changes and commitments, affecting the financial position of the Company have been occurred between the end of the financial year to which this financial statements relate and the date of the report.

Listing

The company had come out with a public issue of 19,26,000 equity shares for Rs. 60 each including a share premium of Rs. 50 per equity share. The IPO had successfully completed and got huge success through subscribing by 6.00 times and the resulting shares have been listed on the Emerge Platform of NSE, Mumbai.

Depository System

The Company''s total paid-up capital representing as on March 31, 2018 are now in dematerialized form.

Conversion of Company

During the year Company has been converted from Private Limited Company to Public Limited Company and necessary fresh Certificate to that effect has been issued by Deputy Registrar of Companies, Ahmedabad dated March 07, 2018. Consequent to conversion of the company the name of the Company changed from Ushanti Colour Chem Private Limited to Ushanti Colour Chem Limited.

Transfer to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as the Company has not declared and paid in last seven years so the Company was not require to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it become due for repayment.

Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ''Annexure III'' to this Report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors and Key Managerial Personnel

Independent Director

The Board of Directors appointed Mr.ShaileshIndradamanPatwari, Mrs.HanishaJinish Patel and Mrs.PurviTapanTrivedi as an Additional (Non-executive) Independent Directors on the board as on January 31, 2018, subject to the approval of the shareholders, will hold office till the ensuing AGM and is eligible for appointment. Their Appointment as an Independent Directors were regularized in Extra Ordinary General Meeting held on March 24, 2018. All three Independent Directors have been appointed to hold office for 5 (Five) consecutive years w.e.f. 31^st January 2018 to 30th January, 2023.

As per the Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

Non-Executive Non Independent Director

The Board of Directors appointed Mrs.HarshabenNishithbhai Mehta as an Additional Non Executive (Non Independent) Director on the board as on January 31, 2018, subject to the approval of the shareholders, will hold office till the ensuing AGM and is eligible for appointment.

Executive Director

The Board of Directors appointed Mr.ShantilalBhailal Gandhi as Chairman and Additional Director on the board as on March 13, 2018, subject to the approval of the shareholders, will hold office till the ensuing AGM and is eligible for appointment. His appointment as Chairman and Director was regularized in Extra Ordinary General Meeting held on March 24, 2018.

Change in Designation of Directors

Designation of Mr.MaunalShantilal Gandhi and Mr.MinkuShantibhai Gandhi changed from Director to Joint Managing Director in the Board Meeting held on February 15, 2018 on the terms and conditions as approved by the Board of Directors for a period of 5 (five) years, which was subsequently approved at the Extra Ordinary General Meeting ("EGM") held on the February 19, 2018.

Chief Financial Officer

Mr.PradipBhadriklal Parikh was appointed as the Chief Financial Officer of the Company w.e.f. 13th March, 2018 pursuant to the provision of Companies Act, 2013.

Company Secretary

Ms.ArchitaJitendrakumar Shah was appointed as the Company Secretary of the Company w.e.f. 13th March, 2018 pursuant to the provision of Companies Act, 2013.

Sr. No.	Name of Director	Designation	DIN
1.	ShantilalBhailal Gandhi	Chairman and Executive Director	00118509
2.	MinkuShantibhai Gandhi	Joint Managing Director	00118617
3.	MaunalShantilal Gandhi	Joint Managing Director	00118559
4.	ShaileshIndradamanPatwari	Independent Director	00411439
5.	PurviTapanTrivedi	Independent Director	08064080
6.	HanishaJinish Patel	Independent Director	07190911
7.	PradipBhadriklal Parikh	Chief Financial Officer	-
8.	ArchitaJitendrakumar Shah	Company Secretary	-

Mrs.HarshabenNishithbhai Mehta was appointed as Additional Non Executive (Non Independent) Director of the Company as on January 31, 2018 who resigned on March 13, 2018 Due to personal and unavoidable circumstances.

Declaration by Independent Directors

The following directors are appointed as independent directors in terms of Section 149(6) of the Act ;

1. Mr.ShaileshIndradamanPatwari

2. Mrs.PurviTapanTrivedi

3. Mrs.HanishaJinish Patel

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors as per section 134 (3) (p) of the Companies Act, 2013 was not applicable on your Company for the financial year ended March 31, 2018.

Subsidiaries, Joint Ventures And Associate Companies

Company does not have any Subsidiaries, Joint Ventures And Associate Companies.

Deposits

Your Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Details of Money accepted by the Directors of the Company.

Pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 an aggregate amount of Rs. 5,20,63,247 was accepted from the Directors and relatives of Directors of the Company in the financial year ended March 31, 2018.

*Amount accepted from the relatives of Directors of the Company before the conversion was made i.e. till March 07, 2018.

Auditor and Auditor''s Report

Statutory Auditors

Due to pre-occupation in other assignments, resignation was given by M/s. C. R. SHAREDALAL & CO., Chartered Accountants, Ahmedabad as on March 13, 2018 and to fill the casual vacancy M/s. ANA & Associates, Chartered Accountants, Ahmedabad has been appointed as on March 15, 2018 as Statutory Auditors of your Company till the conclusion of ensuing Annual General Meeting.

M/s. ANA & Associates, Chartered Accountants, Ahmedabad are appointed as Statutory Auditors of your Company for one years from the conclusion of the 25th Annual General Meeting held on 29^th September, 2018 till the conclusion of the 26th Annual General Meeting.

A written consent from them has been received along with a certificate that their appointment if made, shall be in accordance with the prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013. The resolution seeking of their appointment has been included in the Notice of Annual General Meeting.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year ended March 31, 2018.

Secretarial Auditors

The provisions relating to submission of Secretarial Audit Report are not applicable to the Company for the financial year ended March 31, 2018.

Internal Auditors

The provision of Section 138 of the Companies Act, 2013 was not applicable on your Company for the financial year ended March 31, 2018. Accordingly, your Company was not required to conduct the internal audit for the financial year ended March 31, 2018.

Share Capital:

During the year 2017-18, the Company had increased its Authorized Share Capital from Rs. 60,00,000 (Rupees Sixty Lacs only) divided into 6,00,000 (Six Lacs) Equity Shares of Rs. 10 (Rupees Ten only) each ("Equity Shares") to Rs. 10,00,00,000 (Rupees Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10 each (Rupees Ten only) vide Extra-Ordinary General Meeting held on January 03, 2018 and March 15, 2018.

During the year on March 16, 2018 the company had issued and allotted Bonus Shares of 48,87,000 Equity Shares of Rs.10 each to existing Share Holders.

Committees of the Board

The Company being unlisted was not required to form various committees during the financial year under review. However, consequent upon listing of its Equity Shares on NSE Emerge on 2^nd August, 2018, the Company has formed various Committees as required under the Companies Act, 2013.

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

A) Composition of Audit Committee:

The Board of Directors in its meeting held on 13th March, 2018 constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, No meeting held during the year:

Name	Status	No. of Committee Meeting entitled	No. of Committee Meeting attended
Mr.ShaileshIndradamanPatwari	Chairman	0	0
Mrs.HanishaJinish Patel	Member	0	0
Mr.MaunalShantilal Gandhi	Member	0	0

During the year no any meeting conducted, no any recommendations suggested by Committee and accepted by the Board.

B) Composition of Nomination and Remuneration Committee:

The Board of Directors in its meeting held on 13th March, 2018 constituted Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, No meeting held during the year:

Name	Status	No. of Committee Meeting entitled	No. of Committee Meeting attended
Mrs.HanishaJinish Patel	Chairman	0	0
Mr.ShaileshIndradamanPatwari	Member	0	0
Mrs.PurviTapanTrivedi	Member	0	0

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company at www.ushanti.com and the same has been also disclosed under ''Annexure IV''.

C) Stake Holder''s Relationship Committee:

The Board of Directors in its meeting held on 13th March, 2018 constituted Stake Holder''s Relationship Committee incompliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, No meeting held during the year:

Name	Status	No. of Committee	No. of Committee
		Meeting entitled	Meeting attended
Mrs.PurviTapanTrivedi	Chairman	0	0
Mr.ShaileshIndradamanPatwari	Member	0	0
Mrs.HanishaJinish Patel	Member	0	0

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism provision does not applicable on Company for the financial year ended March 31, 2018. Therefore the Company has not constituted the Vigil Mechanism for the financial year ended March 31, 2018.

Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further states that during the year under review there were no cases filed pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

Particulars of Employees

The provision of section 197(12) of the Companies Act, 2013 does not apply during the financial year ended March 31, 2018.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Policy on Director Appointment and Remuneration

The provision of Section 178 of the Companies Act, 2013 was not applicable on your Company for the financial year ended March 31, 2018. Accordingly, your Company was not required to prepare policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013 for the financial year ended March 31, 2018.

Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company''s activities during the year under review. Your Directors also place on record their appreciation for the contribution made by the former Directors of the Company who demitted their offices.

General Shareholder''s Information Annual General Meeting

Date & Time: 29^th September, 2018 at 03:00 pm

Venue: 88/8, G I D C Phase I, Vatva, Ahmedabad-382445, Gujarat, India.

Record Date : Friday, 14^th September, 2018

Registrar and Transfer Agent (RTA)

Share Transfer and all other Investor’s / Shareholder’s related activities are attended and processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and any other documents, investors may contact M/s. BigshareServices Private Limited, situated at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai- 400059, Maharashtra, India. Email ID: [email protected]. However, shareholders holding shares in the electronic mode should address all correspondence to their respective Depository Participants.

By Order of the Board of Directors

For, Ushanti Colour Chem Limited

Sd/- Sd/-

Date: 28/08/2018 ShantilalBhailal Gandhi MinkuShantilal Gandhi

Place: Ahmedabad Chairman and Executive Director Joint Managing Director

(DIN: 00118509) (DIN: 00118617)