Ultramarine & Pigments Ltd Management Discussions

Dear Members,

The Directors are pleased to present herewith 64th Annual Report of the Company and the Companys audited financial statements for the financial year ended 31st March 2025. The Management Discussion and Analysis is covered in this report.

FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for the financial year ended 31st March, 2025 is summarised below:

Standalone

Rs. in Lakhs

Particulars	Financial year ended 31.03.2025	Financial year ended 31.03.2024
Revenue from operations	65,081	52,553
Profit before tax	9,307	7,097
Tax Expenses (Including
Deferred Tax)	2,340	1,714
Profit after Tax	6,967	5,383

Consolidated

Rs. in Lakhs

Particulars	Financial year ended 31.03.2025	Financial year ended 31.03.2024
Revenue from operations	69,471	56,065
Profit before tax	9,957	7,556
Tax Expenses (Including	2,452	1,796
Deferred Tax)
Profit after Tax	7,505	5,760

DIVIDEND

Your directors have recommended a dividend of Rs. 6/- (Rupees Six only) per equity share of Rs. 2 each (Previous year Rs. 5/- per equity share of Rs. 2/- each.) for the financial year ended 31st March, 2025. Dividend is subject to the approval of the members at the ensuing Annual General Meeting (‘AGM) and shall be subject to deduction of tax at source. The dividend recommended is in accordance with the Companys dividend distribution policy. The said policy can be accessed at https:// ultramarinepigments.net/download/dividend-distribution-policy/ The said dividend, if approved by the Members at the ensuing AGM will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of Wednesday, July 16, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year, the Company registered an overall growth of 24% in revenue with improved volumes and realisations. Despite geopolitical uncertainties and inflationary pressure, we were able to sustain growth due to better capacity utilisation and timely commissioning of additional capacities. Our focus on exports led to a growth of 39% over the previous year on a standalone basis and 34% on a consolidated basis, despite multiple headwinds.

OPERATIONS AND FINANCIAL PERFORMANCE:

Standalone revenue from operations for the year stands at Rs. 651 Crores, registering an increase of 24% compared to the previous year. Total export revenue for the year is Rs. 184 Crores, against Rs. 131 Crores in FY24. The profit before tax is Rs. 93 crores, an increase of 31%. On a consolidated basis, the revenue from operations for the year stands at Rs. 695 Crores for 2024-25, registering an increase of 24% compared to the previous year. Total export revenue for the year is Rs. 211 Crores, as against Rs. 156 Crores in FY24. The profit before tax is Rs. 99 crores, an increase of 32%. A detailed analysis of the performance are given below:

CHEMICALS:

Inorganic Pigments:

Revenue from operations for the year was Rs. 175 Crores, as against Rs. 135 Crores in the previous year, an increase of 29% which can be attributed to the increase in export revenue. The company overcame the subdued market trend of the first half of the year by improving process capabilities and focusing on value added grades. The subsidiary reported a revenue of Rs. 54 Crores compared to Rs. 38 Crores in the previous year, an increase of 44% primarily due to additions to pigments capacity in Q3 of the year. The CICP plant of the subsidiary, which commenced operations in previous year, has stabilised its operations. However, the abnormal rise in inputs costs with supply chain disruptions led to lower capacity utilisation than foreseen.

Surfactants and Specialities:

The Company has achieved optimum capacity utilization in Ranipet and increased the utilization of the facilities in Naidupeta. The revenue increased by 25% to Rs. 430 Crores from Rs. 343 Crores. The year witnessed steep increases in prices of key inputs which could not be fully passed onto the customers. This caused a contraction of margins, which was partially reversed during last quarter. The Company has added more specialty chemicals through in-house development efforts, which will help improve the margin further in coming year.

WIND POWER GENERATION AND OTHER GREEN ENERGY:

The Company owns and operates six Wind Turbine Generators at three locations in Tamil Nadu, with a capacity of 4.3 MW. The electricity generated by them is consumed at the Ranipet and Ambattur Plants. The windmills have generated 57 lakh units in 2024-25 as against 61 lakh units in the previous year. Captive consumption from the windmills was 57 lakh units. Green energy contributes to 45% of total energy consumption. The Company is in the process of adding a new windmill of 750 KW during the FY 2025-26.

IT ENABLED SERVICES:

The performance of the ITeS division remains largely consistent year on year.

During the year under review, this division reported an income of Rs. 45 Crores, comparable to the previous years Rs. 46 Crores, with a profit of Rs. 11 Crores. Its focus remains on quality foremost, to achieve additional business from existing clients and from new clients.

Earnings per Share (EPS):

Standalone Earnings Per Share (EPS) is at Rs. 23.86, an increase of 30% compared to Rs. 18.43 for the previous year. On a consolidated basis, the EPS is at Rs. 25.70 compared to Rs. 19.72.

Internal Financial Control:

The Company has a dedicated internal audit function that reviews the sustained effectiveness of internal financial controls by adopting a systematic approach. The Company also has an effective ERP system customized to suit specific requirements. The majority of approvals and workflows are routed through the system. With periodic improvement and additions, we have been able to include more workflows in the system this financial year. The Company maintains adequate controls over financial reporting. All the financial data are captured from the system with in-built security developed for both financial data accuracy and for prevention of data leakage. The company has well-defined, regularly updated Standard Operating Procedures (SOPs) for every function. A suitable risk mitigation plan for each pre-defined SOP has also been developed and is well documented. The Internal Auditors reports, observations, and management responses are placed before the audit committee in the presence of the Internal Auditor, and the same is discussed in detail. Corrective actions, if any, are taken promptly. The action taken report is also placed before the Audit Committee for review at each meeting. The Audit Committee ensures that appropriate actions to correct deviations, if any, are taken immediately by the management.

Human Resources:

The strategic and the business targets of the company are continuously achieved by the availability of skilled resources who are focused on delivering their best. The company is primarily focused on the continuous upskilling of its employees, promoting the high-performance work culture, congenial employee and industrial relations.

In the year under reporting, the Company focused on driving succession planning, building future leaders, open and transparent communication and trust, through focused group interactions and structured periodic meetings with the Leadership team, Functional Heads and Heads of Department. Moreover, the company has initiated several motivational programs including Reward & Recognition plans, wellness plans and enabling work-life balance.

The company has a ‘Zero Tolerance policy towards any kind of unethical practices, discrimination and harassment at the workplace based on the applicable laws.

Gender Ratio:

The employee gender ratio in the manufacturing division at the end of the financial year 2024-25 was 9% women, with 40 women and 410 men. In ITeS, the overall ratio was 46% women, with 264 women and 313 men.

Industrial Relations:

Industrial relations continued to be congenial during the year.

Health and Safety:

The Company is committed to providing a healthy and safe working environment for the employees, contractors, business associates, visitors on-premises and the local community.

The Company is compliant with applicable health and safety legal requirements and taking steps for improvement from time to time. Occupational Health and Safety (OHS) management systems are implemented and maintained across the locations. The company is also regularly audited on health and safety metrics by large customers. The Company has a comprehensive Emergency Response Team (ERT) and team members are trained in appropriate emergency response activities in case of any untoward incidents.

Risks and Concerns

The company has implemented a structured approach to identify both current and emerging risks in making strategic decisions and in developing detailed mitigation plans. To monitor the risks and opportunities, it has put in place a comprehensive Enterprise Risk Management (ERM) framework. This is regularly reported by the Chief Risk Officer to the Risk Management Committee of the Board for their feedback and input.

Projects through our Subsidiary:

An expansion project to add additional capacity of 1,500 MT of Pigments was undertaken in the subsidiary at Naidupeta, Andhra Pradesh, with a total capital outlay of Rs. 80 Crores during previous financial year. A part of this capacity aggregating to 750MT was commissioned in FY 2024-25 and balance capacity expected to be commissioned during FY 2025-26.

Development in R & D

In response to rapidly evolving customer expectations and increasingly shorter product life cycles, the R&D team has been proactively focused on enhancing product specifications, developing new applications, improving performance, and delivering value across all dimensions. New product ideas are continuously evaluated for market viability, profitability and chemical compatibility. During the year, following extensive laboratory trials, one product was successfully commercialized. Additional products are in the pipeline for commercialization in the upcoming years, leveraging existing infrastructure.

Cautionary Statement

The statements made in the report describe the companys objectives, projections, estimates, expectations, and predictions which may be "forward-looking statements" within the meaning of the applicable securities laws and regulations. The annual results can differ materially from those expressed or implied, depending on the economic conditions, Government Policies, and other incidental factors and developments.

SHARE CAPITAL

The paid-up equity share capital as on 31st March 2025 was Rs. 584 lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

TRANSFER TO RESERVES

During the financial year, there was no amount proposed to be transferred to Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(1) In accordance with Section 152 of Companies Act, 2013, and Articles of Association of the Company, Mrs. Indira Sundararajan (DIN: 00092203), Director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

(2) Mr. R. Ravi Shankar (DIN: 01224361) appointed as an Independent Director with effect from 16th May, 2024.

(3) Mr. Rajiv M. Pandia (DIN:00021730) and Mr. Nimish U. Patel (DIN:00039549), Independent Directors retired effective 25th July, 2024 upon completion of their term. The Board places on record its sincere appreciation for their contribution to the Company.

(4) Mr. Navin M. Ram (DIN: 02410242), Independent Director retired effective 10th November, 2024 upon completion of his term. The Board places on record its sincere appreciation for his contribution to the Company.

(5) Mr. S. Ramanan, Chief Financial Officer retired with effect from 31st July 2024 upon reaching superannuation. Mr. Ramanan is a Chartered Accountant and a member of Institute of Company Secretaries of India served the organization for more than 16 years. The Board places on record its sincere appreciation for his immense contribution to the Company.

(6) Mr. Anil Sharma, a Chartered Accountant appointed as Chief Financial Officer with effect from 1st August 2024.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. C. R. Chandra Bob, Mr. Harsh R. Gandhi, Mr. B. K. Sethuram, Mrs. Hemalatha Mohan and Mr. Ravi Shankar are the Independent Directors of the Company as on date of this Report.

All the Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and confirmed that they have registered their names in the Independent Directors Databank. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD AND COMMITTEE MEETINGS

During the year under review, Seven Board meetings were held. The intervening gap between any two Board meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of the Board and Committee meetings held and attendance of each Directors are detailed in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board has constituted five Committees to focus on certain specific areas and make informed decisions in line with the delegated authority.

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Risk Management Committee

Details of composition, terms of reference and number of meetings held in the Financial Year 2024-25 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various Committees have been accepted by the Board.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation on the performance of the Board, the Directors individually (including Independent Directors), as well as the evaluation of the Board Committees was carried out.

The Independent Directors have assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board in accordance with Schedule IV of the Companies Act, 2013. The performance of the Chairman and Vice Chairperson of the Board was reviewed by the Independent Directors, taking into account the views of the Executive Directors. The parameters considered were Mentoring, adherence to corporate governance practices, etc. The performance evaluation of the Executive Directors was carried out. As per Schedule IV of the Act and Regulation 25(3) of Listing Regulations, the lead Independent Director prepared the summary report form part of the discussion held at the Independent Directors meeting on 06th February 2025. The same was circulated to the Chairman of the Board and all the Directors. In the subsequent Board meeting dated 26th March, 2025, the lead Independent Director briefed the Board about the deliberations at the Independent Directors meeting. The Board suggested that necessary action plan on areas listed out by Independent Directors be drawn to improve the overall operations of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on directors appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, was framed on the recommendation of Nomination and Remuneration Committee and approved by the Board. The key objective of this policy is the selection, appointment, and remuneration of Key Managerial Personnel, Directors, and Senior Management Personnel and it is attached as Annexure III. The said policy is available on our website, at https://ultramarinepigments.net/ download/nomination-and-remuneration-policy/.

RISK MANAGEMENT

A Risk Management Committee was constituted to assess the risk and mitigation, and establishment of an integrated risk management_ framework for identifying, assessing, mitigating, monitoring, evaluating, and reporting all risks. A Risk Management Policy was framed and approved by the Board. This provides a clear and strong basis for informed decision-making at all levels of the organization and continually strive towards strengthening the "Risk Management &_ Compliance System" through Continuous_ learning and improvement. The Company has appointed the Chief Risk officer who will report the risk management functions to the Managing Directors and Chairman of the Risk Management Committee.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments which affect the financial position of the company that have occurred between the end of the financial year and the date of this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has established a robust Vigil Mechanism and Whistle blower Policy in accordance with the provisions of the Companies Act and the Listing Regulations. Through this policy the director, employees and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee in exceptional cases.

The Vigil Mechanism and Whistle-blower Policy is available on the Companys website and can be accessed at https://ultramarinepigments. net/download/whistle-blower-policy/

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that:

I) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II] appropriate accounting policies have been selected and applied, and such judgements and estimates have been made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as of 31st March 2025, and of the profit of the company for the year ended that date.

III] proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV] the annual accounts have been prepared on a "going concern" basis.

V] that proper internal financial controls are laid down and are adequate and operating effectively.

VI] that proper systems to ensure compliance with the provisions of all applicable laws have been devised, and such systems are adequate and operating effectively.

DETAILS OF SUBSIDIARIES

During the Financial year, the Company has two subsidiaries

1. Ultramarine Specialty Chemicals Limited is a wholly owned subsidiary of the Company. In terms of SEBI Listing Regulation, is a Material Subsidiary of the Company. Operational details of this Subsidiary are available in the Management Discussion and Analysis.

Details of Material Subsidiary is given below:

Name	Date of Incorporation	Place of incorporation	Name of Statutory Auditors	Date of Appointment
Ultramarine Specialty Chemicals Limited	09/12/2019	Chennai	Brahmayya & Co., Chartered Accountants	21/08/2020

2. Ultramarine Fine Chemicals Limited is a wholly owned subsidiary was incorporated during the financial year 2022-23 and is yet to commence its operation.

The Company has formulated a Policy for determining Material Subsidiary. The said Policy is available on the Companys website and can be accessed at https://ultramarinepigments.net/download/ policy-determining-material-subsidiary/

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

As per Section 186 of the Companies Act, 2013, Particulars of loans, guarantees and investments are provided in the financial statements (Please refer to Notes 7 & 17 in the financial statement).

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. The Company did not enter into any materially significant related party contracts or arrangements or transactions during the financial year which may have a potential conflict with the interest of the Company at large. Form No. AOC-2 is appended as annexure II as required in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Prior omnibus approval of the Audit Committee was obtained for the transactions which were foreseen and repetitive in nature. The transactions for which omnibus approval was required were placed before the Audit Committee and the Board for their review and approval. A policy on the Related Party Transactions is available on the Companys website at https://ultramarinepigments.net/download/policy-on-related-party-transaction/.

CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance. The Company was in compliance with the requirements of the Listing Agreement with the Stock Exchange as well as the SEBI Listing Regulations.

The report on Corporate Governance is annexed in accordance with the terms of the SEBI Listing Regulations. As required by Schedule V of the SEBI Listing Regulations, 2015, the Auditors Certificate on Corporate Governance is enclosed as Annexure-X.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters in terms of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statement of the Company and its subsidiaries for the financial year ended 31st March, 2025 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of listing regulation as well as in accordance with the Ind AS. The audited consolidated financial statements together with the Independent Auditors report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statement of the Subsidiary Companies is attached in Form AOC-1 as Annexure-I. The audited financial statement of the subsidiaries is available on the Companys website at https://ultramarinepigments.net/subsidiary-information/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31st March 2025, the CSR Committee comprised of Mr. C. R. Chandra Bob as the Chairman and Mr. V. Bharathram, Mrs. Hemalatha Mohan as the members of the Committee.

The terms of reference of the CSR Committee are provided in the Corporate Governance Report. Your Company has also formulated a CSR Policy which provides guidelines to conduct CSR activities of the Company, which is available on the website at https://ultramarinepigments.net/download/ upl-corporate-social-responsibility-policy/. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is annexed as Annexure - VI of this Report.

STATEMENT SHOWING UNCLAIMED DIVIDEND AS ON 31ST MARCH 2025

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend that remains unpaid or unclaimed for a period of seven years from the date of its transfer to the unpaid dividend/unclaimed account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF are mentioned below:

Sl. No.	Year	Nature	Dividend Amount per Share (in )	Amount of unclaimed dividend as on 31 March 2025 ()	Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)]
1	2017-18	Final	4.25	9,67,338	11/10/2025
2	2018-19	Final	4.50	5,69,763	06/10/2026
3	2019-20	Interim	5.00	7,80,625	03/06/2027
4	2020-21	Final	5.00	3,46,934	19/09/2028
5	2021-22	Final	5.00	5,79,755	03/10/2029
6	2022-23	Final	5.00	5,66,344	30/09/2030
7	2023-24	Final	5.00	14,81,220	04/10/2031

The details of unclaimed dividends are available on the Companys website: https://ultramarinepigments.net/investor-informations/.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions under Investor Education and Protection Fund (Accounting, Audit, Transfer, and Refund) Amendment Rules, 2019, shares in respect of which dividends were not claimed by the shareholders for seven consecutive years, are required to be transferred to the Investor Education and Protection Fund (IEPF).

During the year 2024-25, No. of shares transferred to IEPF: 6,391 shares. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: https://ultramarinepigments.net/investor-informations/.

The Members who have a claim on the above dividends and shares may claim the same from the IEPF Authority by submitting an online application in the prescribed web-Form No. IEPF-5 available on the website www.iepf.gov.in and send an original form and acknowledgement, along with requisite documents duly self-certified by the claimant(s), of the said Form and acknowledgement along with requisite documents, as enumerated in the Instruction Kit, to the Company for vetting and a suitable recommendation to IEPF Authority. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/ Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. Members may refer to the Refund Procedure for claiming the aforementioned amounts transferred to the IEPF Authority as detailed on http://www.iepf.gov.in/IEPF/refund.html.

DETAILS RELATING TO DEMATERIALIZED UNCLAIMED SUSPENSE ACCOUNT:

In terms of Regulation 39 of the Listing Regulations, details of the equity shares lying in the Unclaimed Suspense Account are as follows:

Aggregate no. of Shareholders at the beginning of the year	No. of Shares	No. of Shareholders approached for transfer of shares from suspense account	No. of shareholders to whom shares were transferred from the suspense account during the year	No. of shares transferred to IEPF	Aggregate no. of Shareholders at the end of the year	No. of Shares
6	28,800	Nil	Nil	Nil	6	28,800

The voting rights on the abovementioned shares shall remain frozen till the rightful owner of such shares claims the shares.

DEPOSITS

The Company has not accepted any public deposits under Chapter V of the Companies Act, 2013 during the financial year 2024-25.

STATUTORY AUDITORS

Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm Registration no. 004207S) was appointed as the statutory auditors of the Company, to hold office for the first term of five consecutive years from the conclusion of the 63rd AGM held on 25th July, 2024, till the conclusion of the AGM to be held for the calendar year 2029, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The report of the Statutory Auditor forms part of this Report, 2024-25. The said report does not contain any qualifications, reservations, adverse remarks or disclaimers.

There were no incidences of reporting of fraud by Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.

COST AUDITORS

The Company falls under the applicability of maintenance of cost records and their audit. Pursuant to Section 148 of Companies Act, 2013, and Companies (cost records and audit) Rules, 2014, M/s. GSVK & Co., Cost Accountants (Firm Registration. No. 002371), have been appointed as cost auditors for the financial year 2025-26.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Act.

INTERNAL AUDITORS

Pursuant to Section 138 of Companies Act, 2013, read with rules thereunder, M.S. Krishnaswamy & Co., Chartered Accountants, are appointed as the internal auditors of the Company.

The Companys internal control system is commensurate with the nature of its business and the size and complexity of the operation. The internal auditors played an important role in strengthening the internal controls within the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has recommended to the members, the appointment of M/s. R.M. Mimani & Associates LLP (Firm Registration No. L2015MH008300), a firm of Company Secretaries in practice, as Secretarial Auditor of the Company for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the 69th Annual General Meeting. Accordingly, an Ordinary Resolution proposing the appointment of M/s. R.M. Mimani & Associates LLP as Secretarial Auditor forms part of the Notice of this 64th AGM of the Company.

The Secretarial audit report of the Company and its material unlisted subsidiary in Form MR-3 is given in Annexure - VII and VIII of this report respectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2024-25.

No. of complaints received :	Nil
No. of complaints disposed :	Nil
No. of complaints pending :	Nil

WEB LINK OF ANNUAL RETURN

Pursuant to Section 92 (1) and Rule 11(1) of the Companies (Management and Administration) Rules, 2014, Annual Return (Form MGT-7) for the year ended 31st March 2025, will be placed on the Companys website at www.ultramarinepigments.net/investors/investors information.

SECRETARIAL STANDARDS

The Company is in complaint of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is given in Annexure – IV to this report.

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

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013, with regard to Conservation of Energy, Technology Absorption, Foreign Exchange earnings, and outgo are given in Annexure – V to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The company does not fall under the top 1,000 listed entities by market capitalization as on 31st December, 2024. Thus BRSR under Regulation 34(2)(f) of Listing Regulations, 2015 is not applicable.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the support and co-operation received from its employees, suppliers, customers, distributors, and business associates in accomplishing the business goals of the organization.

The Board takes this opportunity to thank all regulatory authorities, the Government, and the stock exchange for their continued support.

	On Behalf of the Board
	For Ultramarine & Pigments Limited
Tara Parthasarathy	R. Senthil Kumar
Managing Director	Whole-time Director
[DIN: 07121058]	[DIN: 07506927]
Place: Chennai
Date: 21st May, 2025

#DREnd#