Directors Report of Unilex Colours & Chemicals Ltd.

Mar 31, 2025

Your Directors have the immense pleasure to present the 24th (Twenty-Fourth) Boardâs Report on the
business and operations of the Company and the accounts for the Financial Year ended March 31,
2025.

1. FINANCIAL AND OPERATIONAL PERFORMANCE

The Companyâs financial performance for the year ended March 31, 2025, is summarized below:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Total Income (Revenue)	15,781.18	14,932.88
Less: Expenses	14,917.36	14,104.53
Profit/(Loss) before taxation	863.82	828.35
Less: Tax Expense	222.62	211.68
Profit/(Loss) after tax	641.20	616.67

2. OPERATIONS & STATE OF COMPANYâS AFFAIRS

During FY 2024-25, the Company has earned a profit before tax of Rs. 863.82 lakhs as against profit of
Rs. 828.35 lakhs in the previous year. The net profit for the year 2024-25 stood at Rs. 641.20 lakhs
against profit of Rs. 616.67 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 Companyâs long-term prospects
and are optimistic about continued improvement in performance in the years ahead.

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

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, 2025.

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

5. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer
(âIPOâ) of 36,00,000 Equity Shares of face value of 10/- each at an issue price of Rs. 87/- aggregating
to Rs. 31,32,00,000/- (Rupees Thirty-One Crore Thirty-Two Lakhs only).

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. The equity shares of the Company were listed on NSE Limited on
October 03, 2024.

6. 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, 2025 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.

During the period under review, the Company has allotted 36,00,000 Equity shares on September 30,
2024, pursuant to Initial Public Offering (âIPOâ).

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.

7. LISTING

The Companyâs equity shares continue to remain listed on the SME Platform of NSE Limited under
Scrip Code UNILEX. The Company has duly paid the annual listing fees for the financial year
2024-25.

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

8. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company has no Subsidiary or Associates or Joint Venture Company.

There are no companies which have become or ceased to be the Subsidiary or Associates or Joint
Venture of the Company during the financial year ended on March 31, 2025.

9. CONSOLIDATED FINANCIAL STATEMENT

The Company was not required to consolidate its financial statements in terms of the provision of
Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

10. CORPORATE GOVERNANCE

As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of NSE 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 to 27, clauses
(b) to (i) of sub-regulation 2 of Regulation 46, and Para C, D, and E of Schedule V is not mandatory.
Therefore, corporate governance does not form part of this Boardâs Report

However, 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.

11. PUBLIC DEPOSITS

The Company has not accepted any deposit falling under Chapter V of the Companies Act, 2013
(âThe Actâ) during the year under review. There were no such deposits outstanding at the beginning
and end of the FY 2024-25.

12. 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, 2025 will be available on the website of the Company at
www.unilexcolours.in under Investor relation tab.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association
of the Company, Mr. Manojkumar Shyamsunder Sharma (DIN: 01375905) and Mr. Purushottam
Brijlal Sharma (DIN: 01416956), 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.

â¢ 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.

â¢ 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.

â¢ During the year 2024-25, following Directors/KMP were appointed:

a. Mrs. Daya Amit Bansal was appointed as Non-Executive Independent Director of the
Company w.e.f. May 07, 2024.

After the closure of the financial year, the following Directors/KMP were appointed:

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

â¢ Mrs. Alpa Nikhil Dhami was appointed as Additional Director in the category of Non-Executive
Independent Director of the Company w.e.f. June 20, 2025, and is eligible to be regularized as
Director (Non-Executive Independent Director) of the Company in ensuing Annual General
Meeting.

14. MEETINGS

The Board of Directors of your Company met 16 (Sixteen) times during the financial year 2024-25.
The maximum time gap between any two consecutive Meetings did not exceed one hundred and
twenty days.

15. 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 (âthe Boardâ). 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, 2025, 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, 2025 are
given below:

Name of the Director	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
Name of the Director	Designation	Date of Joining	Public Limited Companies (including this)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Aditya Sharma	Managing Director	23.03.2001	02	02	02	Nil
Mr. Purushottam Brijlal Sharma	Chairman & WholeÂ¬ time Director	23.03.2001	02	Nil	01	Nil
Mr. Kabir Radheyshyam 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 Krishnakumar Sharma	Executive Director	01.03.2022	01	02	Nil	Nil
Mr. Narendra Parameswarap pa Kotehall	Whole-Time Director	23.03.2001	01	Nil	Nil	Nil
Mrs. Daya Amit Bansal	Independent Director	07.05.2024	02	Nil	Nil	02
Mr. Ketan Damji Saiya	Independent Director	12.03.2024	02	01	02	01
Mr. Amit Kumar Mundra*	Independent Director	12.U3.2U24	03	Nil	02	01

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

As on March 31, 2025, 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.

During the financial year under review, 16 (Sixteen) Board meetings were held on 06.05.2024,

13.05.2024, 15.05.2024, 19.06.2024, 20.06.2024, 26.06.2024, 06.07.2024, 09.09.2024, 18.09.2024,

24.09.2024, 29.09.2024, 30.09.2024, 25.10.2024, 13.12.2024, 12.02.2025, 21.02.2025. The gap
between two Board meetings was in compliance with the provisions of the Act. Details of Directors as on
March 31, 2025, and their attendance at the Board meetings and Annual General Meeting (âAGMâ)
during the financial year ended March 31, 2025, are given below:

Name	Category	No. of the	No. of the	Attended at
of the Director		Meeting	Meeting	AGM
		entitled to attend	attended
Mr. Aditya Sharma	Managing Director	16	16	Yes
Mr. Purushottam	Chairman & Whole-	16	15	Yes
Brijlal Sharma	time Director	16	15	Yes
Mr. Kabir Radhey shyam Sharma	Executive Director	16	16	Yes
Mr. Manojkumar Shyamsunder Sharma	Executive Director	16	16	Yes
Mr. Rohit Krishna kumar Sharma	Executive Director	16	15	Yes
Mr. Narendra Parameswarappa Kotehall	Whole Time Director	16	14	Yes
Mr. Narendra Parameswarappa Kotehall	Whole Time Director
Mrs. Daya Amit Bansal	Independent Director	15	6	Yes
Mr. Ketan Damji Saiya	Independent Director	16	6	Yes
Mr. Amit Kumar Mundra¹	Independent Director	16	4	Yes
Mr. Shankarlal	Chief Financial	16	16	Yes
Kedarmal Agarwal	Officer

As on March 31, 2025, the Composition of the Committee and Meetings held and attended by each
member are as follows:

Name of the Member	Category	Position	Meetings Held Attended
Mrs. Daya Amit Bansal	Independent Director	Chairperson	5	5
Mr. Amit Kumar Mundra*	Independent Director	Member	5	3
Mr. Aditya Sharma	Managing Director	Member	5	5

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

During the year under review, five (5) meetings of the Audit Committee were held on June 20, 2024,

June 26, 2024, June 27, 2024, October 25, 2024, and February 21, 2025.

Terms of reference:

1) Oversight of the listed entityâs financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors

4) Reviewing, with the management, the annual financial statements and auditorâs report thereon
before submission to the Board for approval, with particular reference to:

a. matters required to be included in the directorâs responsibility statement to be included in
the boardâs 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. modified opinion(s) in the draft audit report.

5) reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

6) 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 utilisation of proceeds of a public issue or rights issue or preferential issue or qualified
institutions placement, and making appropriate recommendations to the board to take up steps in this
matter;

7) reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit
process;

8) approval or any subsequent modification of transactions of the listed entity with related parties;

9) scrutiny of inter-corporate loans and investments;

10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

11) evaluation of internal financial controls and risk management systems;

12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

14) discussion with internal auditors of any significant findings and follow up there on;

15) reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16) discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18) to review the functioning of the whistle blower mechanism;

19) approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21) reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

22) consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

23) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and
SEBI Listing Regulations or other applicable law.

Further, the Audit Committee shall mandatorily review the following:

1) management discussion and analysis of financial condition and results of operations;

2) management letters/ letters of internal control weaknesses issued by the statutory auditors;

3) internal audit reports relating to internal control weaknesses;

4) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee; and

5) statement of deviations:

a. quarterly/ half yearly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR
Regulations;

b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

iv. Nomination and Remuneration Committee

As on March 31, 2025, the Composition of the Committee and Meetings held and attended by each
member are as follows:

Name of the Member	Category	Position	Meetings Held Attended
Mrs. Daya Amit Bansal	Independent Director	Chairperson	1	1
Mr. Amit Kumar Mundra*	Independent Director	Member	1	1
Mr. Ketan Damji Saiya	Independent Director	Member	1	1

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

During the year under review, one (1) meeting of the Nomination and Remuneration Committee
were held on September 09, 2024.

Terms of reference: formulating the criteria for determining qualifications, positive attributes and

1. independence of a director and recommend to the Board a policy relating to the remuneration of the
directors, key managerial personnel and other employees; For the appointment of an independent
director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and

2. on the basis of such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the board of directors of the Company for
appointment as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:

a. use the services of external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.

6. whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management;

8. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI

Listing Regulations, Companies Act, each as amended or other applicable law.

v. Stakeholders Relationship Committee

As on March 31, 2025, the Composition of the Committee and Meetings held and attended by each
member are as follows:

Name of the Member	Category	Position	Meetings Held Attended
Mr. Amit Kumar Mundra*	Independent Director	Chairperson	1	Nil
Mr. Aditya Sharma	Managing Director	Member	1	1
Mr. Ketan Damji Saiya	Independent Director	Member	1	1

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

During the year under review, 1 (One) Stakeholders Relationship Meeting was held on February 21,

2025

Terms of reference:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company;

5. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and
SEBI Listing Regulations or other applicable law.

During the financial year 2024-25, the Committee met once to review and resolve shareholder
grievances and queries. All members of the Committee were present during the Meeting. Mr. Gourav
Mundra, Company Secretary is the Compliance Officer of the Company.

16. 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.

17. 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 Companyâs website www.unilexcolours.in

18. GENERAL MEETING

The Annual General Meeting of the Company was held at its registered office for the Financial Year
2024-25.

Financial

Year

Nature of
Meeting

Time (IST)

Date

2024-25

EGM

10:00 a.m.

07.05.2024

2024-25

AGM

04.30 p.m.

13.09.2024

19. 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:- [email protected]

20. 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 Companyâs website and can be accessed by weblink
www.unilexcolours.in

21. 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 2024-25, one (1) meeting of the Independent Directors was held on March
27, 2025,

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
isavailable on the Companyâs website www.unilexcolours.in

22. ASTATEMENT 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.

23. 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.

24. 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.

25. 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.

These include, among others:

â¢ Code of Conduct for Directors and Senior Management

â¢ Code of Fair Disclosure

â¢ Insider Trading Policy

â¢ Related Party Transaction Policy

â¢ Nomination and Remuneration Policy

â¢ Whistle-Blower Policy

â¢ CSR Policy

â¢ Risk Management Policy

â¢ Archival and Document Preservation Policy

The above-mentioned policies are available on the Companyâs website and can be accessed at:
www.unilexcolours.in

26. 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, 2025, 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, 2025	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.

27. 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 Companyâs 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

28. 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 Companyâs website and can be accessed by weblink
www.unilexcolours.in

29. 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 armsâ length basis.

The particulars of related party transaction at armsâ length basis are disclosed in Board report and
marked as âAnnexure-Aâ.

30. 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.

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

During the year under review, the Company vide Prospectus dated September 29, 2024 issued its
securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on
October 03, 2024. Therefore, the Company now being a Listed Company, the Financial Position of the
Company is varied.

32. DIRECTORSâ 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, 2025, 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, 2025 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 âgoing concernâ 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.

33. 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, 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, 2025.

The Auditorsâ Report on the financial statements for the financial year ended March 31, 2025, states
that the Company has made shortfall payment of Rs. 1.61 Lakhs towards Corporate Social
Responsibility activities âother than Ongoing Projectsâ for which the Company has transferred the
unspent amount fund specified in Schedule VII on September 03, 2025. The Notes regarding the
financial statements, as referred to in the Auditorsâ 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 Companyâs officers or employees during the year under review.

34. 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.

35. 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.

36. 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, 2025.

The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report as âAnnexure
Bâ. The qualifications, reservations, or adverse remarks are self-explanatory.

Further, A certificate has been issued by M/s. NKM & Associates., Company Secretaries in practice,
confirming that none of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as director by the Securities and Exchange Board of India, Ministry of
Corporate Affairs or any such statutory authority. The certificate is annexed as âAnnexure Câ to this
Report.

37. 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 2024-25.

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

38. 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.

39. 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 (âthe IEPF Rulesâ), during the year under
review, no amount of Unclaimed dividend and corresponding equity shares were due to be
transferred to IEPF account.

40. 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.

41. INTERNAL FINANCIAL CONTROL 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.

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 2024-25, 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 companyâs website
at www.unilexcolours.in.

The committeeâs 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 âAnnexure Dâ 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 equipment''s 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. 13,073.83 Lakhs
Foreign Exchange Outgo: Nil

48. PUBLIC DEPOSITS

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 âAnnexure-E and Fâ 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 2024-25 as stipulated under SEBI (LODR),
Regulations, 2015 has annexed as âAnnexure -Gâ 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 Companyâs objectives, projections, estimates and
expectations may constitute âforward looking statementâ 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 Companyâs
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

Sd/- Sd/-

Aditya Sharma Purushottam Brijlal Sharma

Managing Director Chairman & Whole-time Director

DIN: 00583133 DIN: 01416956

Registered Office:

106-107, Advent Atria, Chincholi Bunder Road, Malad (West),

Mumbai, Maharashtra, India - 400064

Place: Mumbai

Dated: September 04, 2025

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

Mar 31, 2025

1. FINANCIAL AND OPERATIONAL PERFORMANCE

The Companyâs financial performance for the year ended March 31, 2025, is summarized below:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Total Income (Revenue)	15,781.18	14,932.88
Less: Expenses	14,917.36	14,104.53
Profit/(Loss) before taxation	863.82	828.35
Less: Tax Expense	222.62	211.68
Profit/(Loss) after tax	641.20	616.67

2. OPERATIONS & STATE OF COMPANYâS AFFAIRS

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

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, 2025.

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

5. INITIAL PUBLIC OFFER OF EQUITY SHARES

6. SHARE CAPITAL

During the period under review, the Company has allotted 36,00,000 Equity shares on September 30,
2024, pursuant to Initial Public Offering (âIPOâ).

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.

7. LISTING

The Companyâs equity shares continue to remain listed on the SME Platform of NSE Limited under
Scrip Code UNILEX. The Company has duly paid the annual listing fees for the financial year
2024-25.

8. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2025, the Company has no Subsidiary or Associates or Joint Venture Company.

There are no companies which have become or ceased to be the Subsidiary or Associates or Joint
Venture of the Company during the financial year ended on March 31, 2025.

9. CONSOLIDATED FINANCIAL STATEMENT

The Company was not required to consolidate its financial statements in terms of the provision of
Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

10. CORPORATE GOVERNANCE

11. PUBLIC DEPOSITS

12. ANNUAL RETURN

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ 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.

â¢ During the year 2024-25, following Directors/KMP were appointed:

a. Mrs. Daya Amit Bansal was appointed as Non-Executive Independent Director of the
Company w.e.f. May 07, 2024.

After the closure of the financial year, the following Directors/KMP were appointed:

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

14. MEETINGS

The Board of Directors of your Company met 16 (Sixteen) times during the financial year 2024-25.
The maximum time gap between any two consecutive Meetings did not exceed one hundred and
twenty days.

15. BOARD OF DIRECTORS AND COMMITTEES THERE OF

i. Composition of the Board of 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.

Name of the Director	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
Name of the Director	Designation	Date of Joining	Public Limited Companies (including this)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Aditya Sharma	Managing Director	23.03.2001	02	02	02	Nil
Mr. Purushottam Brijlal Sharma	Chairman & WholeÂ¬ time Director	23.03.2001	02	Nil	01	Nil
Mr. Kabir Radheyshyam 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 Krishnakumar Sharma	Executive Director	01.03.2022	01	02	Nil	Nil
Mr. Narendra Parameswarap pa Kotehall	Whole-Time Director	23.03.2001	01	Nil	Nil	Nil
Mrs. Daya Amit Bansal	Independent Director	07.05.2024	02	Nil	Nil	02
Mr. Ketan Damji Saiya	Independent Director	12.03.2024	02	01	02	01
Mr. Amit Kumar Mundra*	Independent Director	12.U3.2U24	03	Nil	02	01

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

During the financial year under review, 16 (Sixteen) Board meetings were held on 06.05.2024,

13.05.2024, 15.05.2024, 19.06.2024, 20.06.2024, 26.06.2024, 06.07.2024, 09.09.2024, 18.09.2024,

Name	Category	No. of the	No. of the	Attended at
of the Director		Meeting	Meeting	AGM
		entitled to attend	attended
Mr. Aditya Sharma	Managing Director	16	16	Yes
Mr. Purushottam	Chairman & Whole-	16	15	Yes
Brijlal Sharma	time Director	16	15	Yes
Mr. Kabir Radhey shyam Sharma	Executive Director	16	16	Yes
Mr. Manojkumar Shyamsunder Sharma	Executive Director	16	16	Yes
Mr. Rohit Krishna kumar Sharma	Executive Director	16	15	Yes
Mr. Narendra Parameswarappa Kotehall	Whole Time Director	16	14	Yes
Mr. Narendra Parameswarappa Kotehall	Whole Time Director
Mrs. Daya Amit Bansal	Independent Director	15	6	Yes
Mr. Ketan Damji Saiya	Independent Director	16	6	Yes
Mr. Amit Kumar Mundra¹	Independent Director	16	4	Yes
Mr. Shankarlal	Chief Financial	16	16	Yes
Kedarmal Agarwal	Officer

As on March 31, 2025, the Composition of the Committee and Meetings held and attended by each
member are as follows:

Name of the Member	Category	Position	Meetings Held Attended
Mrs. Daya Amit Bansal	Independent Director	Chairperson	5	5
Mr. Amit Kumar Mundra*	Independent Director	Member	5	3
Mr. Aditya Sharma	Managing Director	Member	5	5