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Ultramarine & Pigments Ltd Directors Report

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Jul 3, 2026|05:30:00 AM

Ultramarine & Pigments Ltd Share Price directors Report

Dear Members,

The Directors are pleased to present herewith the 65th Annual Report of the Company and the Companys audited financial statements for the financial year ended 31st March 2026. 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, 2026 is summarised below:

Standalone

Rs.In Lakhs

Particulars Financial year ended 31.03.2026 Financial year ended 31.03.2025
Revenue from operations 70,697 65,081
Profit before tax 9,386 9,307
Tax Expenses (Including
Deferred Tax) 2,154 2,340
Profit after Tax 7,232 6,967

Consolidated

Rs.In Lakhs
Particulars Financial year ended 31.03.2026 Financial year ended 31.03.2025
Revenue from operations 77,477 69,471
Profit before tax 10,467 9,957
Tax Expenses (Including 2,390 2,452
Deferred Tax)
Profit after Tax 8,077 7,505

DIVIDEND

Your directors have recommended dividend of 6/- (Rupees Six only) per equity share of 2 each (Previous year 6/- per equity share of

2/- each.) for the financial year ended 31st March, 2026. 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 of the Companys website and can be accessed at https://ultramarinepigments.net/investors 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 Tuesday, July 14, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year, the Company registered an overall growth of 9% in revenue, led by surfactants, with improved volumes and realisations. Despite the impact of US tariffs on exports during the year, the Company has effectively compensated through expanded sales volumes in other global markets. Recent regulatory developments and the reduction in U.S. tariffs are expected to support export growth. However, geopolitical developments in West Asia during Q4 have led to a sharp increase in key input prices across Pigments and Surfactants, and disruptions in supply chain stability, which may continue to impact future periods. The following year will also see impact from austerity measures, sharply rising fuel costs and the prevailing economic condition, both domestic and global.

OPERATIONS AND FINANCIAL PERFORMANCE:

Standalone revenue from operations for the year stands at 707 Crores, registering an increase of 9% compared to the previous year. Total export revenue for the year is 176 Crores, against 184 Crores in FY25. The profit before tax is 94 crores against 93 Crores in FY25. The margins during Q4 of current year were impact due to steep increases in prices of key inputs.

On a consolidated basis, the revenue from operations for the year stands at 775 Crores for 2025-26, registering an increase of 12% compared to the previous year. Total export revenue for the year is 226 Crores, as against 211 Crores in FY25. The profit before tax is 105 crores, an increase of 5%. A detailed analysis of the performance is given below:

CHEMICALS:

Inorganic Pigments:

Revenue from operations for the year was 164 Crores, as against

175 Crores in the previous year. The subsidiary reported a revenue of

74 Crores compared to 54 Crores in the previous year, an increase of 37%, primarily due to commissioning of pigments capacity during the year. The CICP plant of the subsidiary recorded lower-than-anticipated capacity utilisation due to an abnormal increase in input costs, supply chain disruptions, and tariff-related issues.

Surfactants and Specialities:

The Company has achieved optimum capacity utilization in Ranipet and further improved the utilization in Naidupeta. Revenues increased by 14% to 489 Crores from 430 Crores. The Company remains focused on improving its product mix through the development and addition of high-value specialty chemicals to optimize revenue and margins.

Wind Power Generation and other Green Energy:

The Company owns and operates seven Wind Turbine Generators at three locations in Tamil Nadu, with a capacity of 5 MW (2025: 4.3MW). The electricity generated by them is consumed at the Ranipet and Ambattur Plants. The windmills have generated 80 lakhs units in 2025-26 as against 57 lakh units in the previous year. Captive consumption from the windmills was 80 lakh units. Green energy contributes to 52% (2025: 45%) of total energy consumption.

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

52 Crores, compared to the previous year 45 Crores, with a profit of

15 Crores. The ITES division maintained stable operations during the year with continued focus on service quality, process automation and business development.

Earnings per Share (EPS):

Standalone Earnings Per Share (EPS) is at 24.77, an increase of 4% compared to 23.86 for the previous year. On a consolidated basis, the EPS is at 27.66 compared to 25.70.

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. In compliance with NFRA requirements, the Statutory Auditors held discussions with Those Charged With Governance (TCWG) during the year. 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. Pursuant to the Code on Wages, 2019, the Company has assessed the impact of revised wage definitions on employee benefit obligations and, based on actuarial valuation, recognized appropriate liabilities towards gratuity and leave encashment.

Gender Ratio:

The employee gender ratio in the manufacturing division at the end of the financial year 2025-26 was 11% women, with 62 women and 562 men. In ITeS, the overall ratio was 50% women, with 319 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:

The ongoing pigment expansion project in the subsidiary at Naidupeta, Andhra Pradesh, was completed during the year. The total capacity of the subsidiary now stands at 3550 MT per annum.

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 new product was successfully commercialized and several new product grades were added for new applications. 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 2026 was 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, Ms. Tara Parthasarathy (DIN:07121058), Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers herself for re-appointment.

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, Six 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 Financial Year 2025-26 for the aforementioned Committees are given in the Report on Corporate Governance, which forms 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 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 Independent 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 meetings held on 19th September, 2025 and 18th March, 2026. The same was circulated to the Chairman of the Board and all the Directors. In the subsequent Board meetings dated 08th November, 2025 and 20th May, 2026 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 subsection (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. The said policy is available on our website, at https://ultramarinepigments.net/investors.

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 to the Risk Management Committee.

During the year under review, the Risk Management Committee met on 25th September, 2025 and 13th March, 2026 and reviewed the risks and mitigation plans of the divisions.

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 can 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 chairperson 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/investors.

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 2026, 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 2026, 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/investors.

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).

As part of treasury management, the Company also deploys any short-term surplus in units of mutual funds, the details of which form part of the Notes to the financial statements provided in this Annual Report.

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/investors.

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 in the Boards Report.

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, 2026 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 IndAS. 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/investors.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on 31st March 2026, 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 Companys philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. 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/investors. 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 2026

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 2026 () Due date to transfer unclaimed dividend amount to IEPF [IEPF rule 3(1)]
1 2018-19 Final 4.50 5,69,763 06/10/2026
2 2019-20 Interim 5.00 7,80,625 03/06/2027
3 2020-21 Final 5.00 3,46,934 19/09/2028
4 2021-22 Final 5.00 5,79,755 03/10/2029
5 2022-23 Final 5.00 5,66,344 30/09/2030
6 2023-24 Final 5.00 14,81,220 04/10/2031
7 2024-25 Final 6.00 13,60,832 03/10/2032

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

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 2025-26, No. of shares transferred to IEPF: 2,408 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/investors.

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 2025-26.

STATUTORY AUDITORS

Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm Registration no. 004207S) were 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 2025-26. 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 2026-27.

The Board on recommendation 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 Company has appointed M/s. R.M. Mimani & Associates LLP (Firm Registration No. L2015MH008300), 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. 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 a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis. The Company organised offline training sessions for all employees.

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-26.

No. of complaints received : 1 No. of complaints disposed : 1 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 2026 will be placed on the Companys website at https://ultramarinepigments.net/investors.

SECRETARIAL STANDARDS

The Company is in compliance with 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, 2025. 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: 20th May, 2026

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