To

The Members

Ushanti Colour Chem Limited Ahmedabad

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rights Issue:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date,

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) The Directors have prepared the annual accounts on a going concern basis,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder's Relationship Committee.

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

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

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

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

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

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

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

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

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

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

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

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

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

(f) Disclosure of any related party transactions

(g) Qualifications in the draft audit report

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

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

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

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

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

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

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

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

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

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

• The Committee shall have the following powers and functions:

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

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

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

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

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

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

f. Devise a policy on Board Diversity;

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

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

• To Review HR Policies and initiatives.

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

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

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

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

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

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

The terms of reference of the Committee are as under:

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

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends, Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• To Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

• To Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

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

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

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

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

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

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

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

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

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

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

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

• Formulate the criteria for appointment as a Director:

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

• Identify persons who are qualified to be Directors:

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

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

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

• Approve the candidates required for senior management positions:

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

• Evaluate the performance of the Board:

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

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

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

• Review performance and compensation of senior management:

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

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

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

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

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

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