Unilex Colour & Chemical Ltd Directors Report

The Members

Unilex Colours and Chemicals Limited

Mumbai

Your Directors have the immense pleasure to present the 25th (Twenty-Fifth) Boards Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2026, is summarized below: (In lakhs)

Particulars	Standalone
	Year ended March 31, 2026	Year ended March 31, 2025
Total Income (Revenue)	13,295.72	15,781.18
Less: Expenses	12,434.02	14,917.36
Profit/(Loss) before taxation	861.70	863.82
Less: Tax Expense	167.79	222.62
Profit/(Loss) after tax	693.90	641.20

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

During FY 2025–26, the Company has earned a profit before tax of Rs. 13,295.72 lakhs as against profit of Rs. 15,781.18 lakhs in the previous year. The net profit for the year 2025-26 stood at Rs. 693.90 lakhs against profit of Rs. 641.20 lakhs reported in the previous year.

The Company continues to focus on strengthening its operational framework and establishing a solid foundation for future growth. Your directors remain confident in the Companys long-term prospects and are optimistic about continued improvement in performance in the years ahead.

3. NATURE OF BUSINESS

During the year the Company is engaged in the business as producers, manufacturers, importers, exporters of and dealers in all kinds of paints, pigments, distempers, writing, printing and ink of all other kinds and raw materials used for the preparation of the above and to do the business of manufacturing, fabricating, developing, improving, repairing or otherwise dealing in all such machinery, plant, equipment and other related facilities for the production of the aforesaid colours, pigments and procure, produce, manufacture, deal, trade in dispose off all types of flotation, re-agents, wetting agents, dye-stuffs, catalytic agents, direct colours, basic colours, pigments, alkalies and products derived from phosphate, lime-stone, natural gas and other natural deposits, bauxite mines, useful or suitable in the manufacture of chemicals, chemical products etc.

There is no change in nature of the business of the Company.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ending on March 31, 2026.

During the year under review, no amount is proposed to be transferred to the General Reserve of the Company.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakhs only) equity shares of Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026, is Rs. 13,61,70,000 (Thirteen Crore Sixty-One Lakhs Seventy Thousand only) divided into 1,36,17,000 (One Crore Thirty-Six Lakhs Seventeen Thousand only) Equity shares of Rs. 10 each fully paid-up.

The Company has not issued any shares with differential voting rights or sweat equity shares during the year, and accordingly, no disclosures are required under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

Further, there are no shares held by trustees for the benefit of employees; hence, the provisions of Rule 16(4) of the said Rules are not applicable.

6. LISTING

The Companys Equity Shares continue to remain listed on the SME Platform of National Stock Exchange of India Limited under Symbol UNILEX. The Company has duly paid the annual listing fees for the financial year 2025–26.

There are no instances of non-compliance with the listing obligations, and the Company has complied with all applicable rules, regulations, and guidelines issued by NSE and SEBI during the year arrears

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2026, the Company has One (1) Subsidiary i.e. Unisynth Overseas Limited.

During the year under review, the Company made an investment in Unisynth Overseas Limited on January 07, 2026, by subscribing to 60% of the equity share capital of the said company, pursuant to which Unisynth Overseas Limited became a subsidiary of Unilex Colours and Chemicals Limited.

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding the performance and financial position of the said Subsidiary are provided in Form AOC-1, which form part of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Audited Consolidated Financial Statements of the Company form part of the Annual Report for the financial year 2025–26.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries, associates, and joint ventures, in the prescribed format Form AOC-1, is annexed to this Report as "Annexure I"

In accordance with Section 136 of the Act, the Financial Statements of the Subsidiaries are also made available on the Companys website i.e. www.unilexcolours.in under the Investors Section.

9. CORPORATE GOVERNANCE

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited, the company is exempt from complying with certain corporate governance provisions. Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance with corporate governance requirements specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V is not mandatory.

Further, please note that your Company has a paid-up equity share capital exceeding Rupees ten crore and a net worth exceeding Rupees twenty-five crore, as on the last day of the previous financial year. Accordingly, the provisions of Regulation 23 are applicable. Corporate governance does not form part of this Boards Report.

However, please be assured that the company is committed to adhering to good corporate governance practices. We are working diligently to ensure that our governance practices align with the highest standards and contribute to the overall integrity and transparency of the organization.

10. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2025-26.

11. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2026 will be available on the website of the Company at www.unilexcolours.in under Investor relation tab.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Aditya Sharma (DIN: 00583133) and Mr. Narendra Parameswarappa Kotehall (DIN: 00590501), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• During the year 2025-26, following Directors/KMP were appointed:

a. Mr. Amit Kumar Mundra resigned from the position of Non-Executive Independent Director of the Company w.e.f. June 03, 2025.

b. Mrs. Alpa Nikhil Dhami was appointed as Non-Executive Independent Director of the Company w.e.f. June 20, 2025.

c. Mr. Shankarlal Kedarmal Agarwal has resigned from the position of Chief Financial Officer ("CFO") of the Company w.e.f. closure of business hours on March 27, 2026.

d. Mr. Kunal H Vadhani was appointed as Chief Financial Officer ("CFO") and designated as Key Managerial Personnel ("KMP") of the Company w.e.f. March 28, 2026.

13. MEETINGS

The Board of Directors of your Company met 07 (Seven) times during the financial year 2025-26. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

14. BOARD OF DIRECTORS AND COMMITTEES THERE OF

i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive, Non-Executive and Independent Directors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulations, 2015.

As on March 31, 2026, the strength of the Board of Directors of the Company was at Nine Directors comprising of Six Executive and Three Non-Executive Independent Directors. 1/3rd of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31, 2026, are given below:

			No. of Directorships / Committee Membership! Chairmanships
Name of the Director	Designation	Date of Joining	Public Limited Companies (including this)	Private Limite and Section Companies	Committee Memberships	Committee Chairman Ships
Mr. Aditya Sharma	Managing Director	23.03.2001	02	02	02	Nil
Mr. Purushottam Brijlal Sharma	Chairman & Whole-time Director	23.03.2001	02	Nil	01	Nil
Mr. Kabir Radheyshya m Sharma	Executive Director	01.03.2022	01	02	Nil	Nil
Mr. Manojkumar Shyamsunder Sharma	Executive Director	01.03.2022	02	02	01	Nil
Mr. Rohit Krishnakuma r Sharma	Executive Director	01.03.2022	01	02	Nil	Nil
Mr. Narendra Parameswar appa Kotehall	Whole-Time Director	23.03.2001	01	Nil	Nil	Nil
Mrs. Daya Amit Bansal	Independent Director	07.05.2024	03	Nil	Nil	02
Mr. Ketan Damji Saiya	Independent Director	12.03.2024	02	01	02	01
Mrs. Alpa Nikhil Dhami*	Independent Director	20.06.2025	01	Nil	02	01

*Mrs. Alpa Nikhil Dhami was appointed as Non-Executive Independent Director of the Company w.e.f. June 20, 2025.

As on March 31, 2026, Mr. Aditya Sharma holds 22,53,000 equity shares, Mr. Kabir Sharma, Mr. Manojkumar Sharma, Mr. Rohit Sharma holds 22,50,000 equity shares respectively, Mr. Purushottam Sharma holds 8,58,000 equity shares, Mr. Narendra Kotehall holds 1,44,000 equity shares. Mr. Krishnakumar Sharma, Mrs. Manjula Sharma, Mr. Radheyshyam Sharma and Mr. Shyamsunder Sharma, relatives of the Directors, hold 3000 equity shares of the Company respectively. Except above, no other Director or their relative holds shares in the Company.

ii. Board Meetings

During the financial year under review, 07 (Seven) Board meetings were held on 29/05/2025, 09/06/2025, 04/09/2025, 16/10/2025, 13/11/2025, 02/01/2026, 27/03/2026. The gap between two Board meetings was in compliance with the provisions of the Act. Details of Directors as on March 31, 2026, and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2026, are given below:

Name of the Director	Category	No. of the Meeting entitled attend	No. of the Meeting attended	Attended at to AGM
Mr. Aditya Sharma	Managing Director	07	07	Yes
Mr. Purushottam Brijlal Sharma	Chairman & Whole- time Director	07	06	Yes
Mr. Kabir Radheyshyam Sharma	Executive Director	07	05	Yes
Mr. Manojkumar Shyamsunder Sharma	Executive Director	07	07	Yes
Mr. Rohit Krishnakumar Sharma	Executive Director	07	07	Yes
Mr. Narendra Parameswarappa Kotehall	Whole Time Director	07	06	Yes
Mrs. Daya Amit Bansal	Independent Directo r	07	06	Yes
Mr. Ketan Damji Saiya	Independent Directo r	07	05	Yes
Mrs. Alpa Nikhil Dhami*	Independent Directo r	04	04	Yes
Mr. Amit Kumar Mundra$	Independent Directo r	02	01	No

*Mrs. Alpa Nikhil Dhami was appointed as Non-Executive Independent Director of the Company w.e.f. June 20, 2025. $Mr. Amit Kumar Mundra resigned from the position of Non-Executive Independent Director of the Company w.e.f. June 03, 2025.

iii. Audit Committee:

Composition of the Committee and Meetings held and attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mrs. Daya Amit Bansal	Independent Director	Chairperson	05	04
Mr. Amit Kumar Mundra	Independent Director	Member	01	01
Mr. Aditya Sharma	Managing Director	Member	05	05

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

Subsequent to the close of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Audit Committee was reconstituted with effect from June 20, 2025, as under:

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mrs. Daya Amit Bansal	Chairperson	Independent Director	05	04
Mrs. Alpa Nikhil Dhami	Member	Independent Director	04	04
Mr. Aditya Sharma	Member	Whole-time director & CFO	05	05

iv. Nomination and Remuneration Committee

Composition of the Committee and Meetings attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mrs. Daya Amit Bansal	Independent Director	Chairperson	03	03
Mr. Amit Kumar Mundra	Independent Director	Member	01	00
Mr. Ketan Damji Saiya	Independent Director	Member	03	03

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders. As per the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee (the "Committee") has laid down the evaluation criteria for performance evaluation of Independent Directors and the Board. The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Boards Report

Subsequent to the close of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Nomination and Remuneration Committee was reconstituted with effect from June 20, 2025, as under:

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mrs. Daya Amit Bansal	Chairperson	Independent Director	03	03
Mrs. Alpa Nikhil Dhami	Member	Independent Director	02	02
Mr. Ketan Damji Saiya	Member	Non-Executive Director	03	03

The reconstituted Nomination and Remuneration Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and its terms of reference.

v. Stakeholders Relationship Committee

Composition of the Committee and Meetings held and attended by each member:

Name of the Member	Category	Designation	Meetings
			Held	Attended
Mr. Amit Kumar Mundra	Independent Director	Chairperson	01	01
Mr. Aditya Sharma	Managing Director	Member	01	01
Mr. Ketan Damji Saiya	Independent Director	Member	01	01

During the financial year 2025-26, the Committee met once to review and resolve shareholder grievances and queries. All members of the Committee were present during the meeting.

Name of the Member	Designation	Category	Meetings
			Held	Attended
Mrs. Alpa Nikhil Dhami	Chairperson	Independent Director	0	0
Mr. Aditya Sharma	Member	Managing Director	01	01
Mr. Ketan Damji Saiya	Member	Independent Director	01	01

The reconstituted Nomination and Remuneration Committee continues to function in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and its terms of reference Subsequent to the close of the financial year ended March 31, 2026, pursuant to the appointments and cessation of Directors on the Board, the Stakeholder Relationship Committee was reconstituted with effect from June 20, 2025, as under:

15. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors has been completed. The Independent Directors conducted the performance evaluation of the Chairman and the Non-independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website www.unilexcolours.in

17. GENERAL MEETING

The Annual General Meeting of the Company was held at its registered office for the Financial Year 2025-26.

Financial Year	Nature of Meeting	Time (IST)	Date
2025-26	AGM	03.30 p.m.	29.09.2025

18. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

MUFG Intime India Private Limited

C-101, Embassy 247, LBS. Marg, Vikhroli (West), MUMBAI – 400083

Tel: 022 4918 6000

Email Id:- mumbai@in.mpms.mufg.com

19. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website and can be accessed by weblink www.unilexcolours.in

20. INDEPENDENT DIRECTORS

All Independent Directors have given declarations 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 the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and are independent of management.

During the financial year 2025-26, one (1) meeting of the Independent Directors was held on March 27, 2026, inter-alia, to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole. (ii) Review performance of the Chairperson of the Company.

(iii) Assess the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The meeting was attended by all the Independent Directors.

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations, 2015 is available on the Companys website www.unilexcolours.in

21. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR)

The Company has received a declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The particulars of loans, guarantees, and investments made by the Company during the financial year, as required under the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes to the financial statements, which form an integral part of this Annual Report.

Further, pursuant to Paragraph A (2) of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of loans and advances given to subsidiaries have also been provided in the notes to the financial statements forming part of the Annual Report.

23. NON-DISQUALIFICATION OF DIRECTORS

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies.

24. CODES AND POLICIES

All statutory codes and policies as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly adopted by the Company.

The policies are available on the Companys website and can be accessed at: www.unilexcolours.in

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT AND MATERNITY BENEFIT ACT

A. Sexual Harassment of Women at Workplace

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second Amendment Rules, 2025, the Company has implemented a comprehensive Prevention of Sexual Harassment (POSH) Policy.

An Internal Complaints Committee (ICC) is duly constituted at the corporate level to deal with complaints related to sexual harassment at the workplace. The policy covers all categories of employees, including permanent, temporary, contractual, interns, and trainees.

During the financial year ended March 31, 2026, the following is disclosed in accordance with the amended rules:

Particulars	Number
Complaints received during the financial year	0
Complaints disposed of during the year	0
Complaints pending beyond 90 days	0
Total complaints pending as on March 31, 2026	0

The Company has also conducted awareness programs and training for employees and ICC members during the year. The ICC functions independently and ensures a safe, respectful, and inclusive workplace environment.

B. Compliance with the Maternity Benefit Act, 1961

In accordance with Rule 8A of the Companies (Accounts) Rules, 2014 (inserted via the Companies (Accounts) Second Amendment Rules, 2025), the Company hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

The Company remains committed to providing a safe, equitable, and inclusive workplace for all its employees.

26. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.unilexcolours.in

27. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by weblink www.unilexcolours.in

28. RELATED PARTY TRANSACTIONS AND POLICY

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms length basis.

The particulars of related party transaction at arms length basis are disclosed in Board report and marked as "Annexure-II".

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

30. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There were no significant changes or commitments affecting the Companys financial position from the end of the financial year to the date of this Report.

31. 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 March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit of the Company for the year ended on 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. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively.

32. STATUTORY AUDIT

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were appointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting held on September 13, 2024, to hold office for a term of five consecutive years, until the conclusion of the 28th Annual General Meeting, to be held for the financial year ending March 31, 2029.

The Auditors Report on the financial statements for the financial year ended March 31, 2026, does not contain any qualification, reservation, or adverse remark. The Notes regarding the financial statements, as referred to in the Auditors Report, are self-explanatory and do not require any further explanation from the Board.

Further, pursuant to Section 143 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Statutory Auditors have not reported any instance of fraud committed by the Companys officers or employees during the year under review.

33. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

34. COST AUDITOR AND COST RECORDS

We are aware of the potential applicability of cost audit requirements and will ensure the timely appointment of a cost auditor if the need arises, in accordance with the Act.

35. 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, the Company has appointed NKM & Associates, a Company Secretary, to carry out the Secretarial Audit for the financial year ended March 31, 2026.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report as "Annexure III". There are no qualifications, reservations, or adverse remarks.

36. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, the Company has appointed M/s. R K Karwa & Associates LLP (Firm Registration No. 012170N/N500072) Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025–26.

The Internal Auditors periodically review the adequacy of internal control systems and the efficiency of business processes, and their findings and recommendations are reviewed by the Audit Committee from time to time for implementation and continuous improvement.

37. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

38. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

39. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system that is continuously assessed and strengthened through the implementation of new or revised standard operating procedures. The internal control system of the company is aligned with its size, scale, and complexity of operations.

The primary focus of the internal audit is to test and review controls, assess risks, evaluate business processes, and compare controls with industry best practices. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and provides recommendations for improvements. The company utilizes a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, along with the Statutory Auditors and Business Heads, is regularly briefed on the findings of the internal audit and the corrective actions taken. The audit function plays a vital role in providing assurance to the Board of Directors. Noteworthy audit observations and the corresponding corrective actions implemented by the management are presented to the Audit Committee. To maintain objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

40. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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 information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

41. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

42. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

43. RESEARCH AND DEVELOPMENT

The Company has a fully functional Research and Development Centre at its manufacturing unit, which continues to play an important role in supporting our efforts to develop and improve dental materials and oral care products.

During the year, the R&D team focused on improving product stability, exploring new formulations, and aligning our products with changing industry requirements, especially in terms of safety, performance, and regulatory standards.

The Centre is equipped with the necessary tools and facilities required for lab-scale development, testing, and product evaluation.

44. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2025-26, no case of Sexual Harassment was reported.

45. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the companys website at www.unilexcolours.in.

The committees composition and the meetings held during the year are as follows:

Name of the Member	Category	Position	Meetings
			Held	Attended
Mr. Ketan Damji Saiya	Independent Director	Chairperson	1	1
Mr. Purushottam Brijlal Sharma	Whole-time Director	Member	1	1
Mr. Manojkumar Shyamsunder Sharma	Executive Director	Member	1	1

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as "Annexure IV" to this Report.

46. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

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

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are as under:

Conservation of Energy: The range of activities of the Company requires minimal energy consumption and every endeavor has been made to ensure optimal utilization of energy and avoid wastage through automation and deployment of energy-efficient equipment. The Company takes adequate measures to reduce energy consumption by using efficient computer terminals and by using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and measured.

Technology Absorption: Company is committed towards technology driven innovation and lays strong emphasis in inculcating driven culture within the organization.

The Company has best of operating machines and highly precisions equipment for production and quality management also the Company has hired the optimal of quality team who dedicates their full enthusiasm and work tirelessly for delivering best quality and services. The team along with state-of-the-art quality equipments as necessary for the Machine Shop.

The Company is all well equipped with its current quality control machine and will modify itself for any future advancement

The transactions involving foreign exchange earnings and outgo during the period under review is as follows: Foreign Exchange Income: Rs. 10,167.21 Lakhs Foreign Exchange Outgo: Nil

48. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013 ("The Act") during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2025-26.

49. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in "Annexure-V and VI" to this report.

50. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

51. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2025-26 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as "Annexure -VII" of this Report.

52. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

53. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

54. RESIDUAL DISCLOSURES

1. During the year under review no application was made and no proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

2. During the year under review there was no One Time settlement with any bank or Financial Institution.

55. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors of
Unilex Colours And Chemicals Limited
Aditya Sharma	Purushottam Brijlal Sharma
Managing Director	Chairman & Whole-time Director
DIN: 00583133	DIN: 01416956