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:

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:

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:

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:

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:

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:

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

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:

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:

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

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:

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:

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

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:

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:

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:

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