2. COMPANY'S PERFORMANCE

During the year, your Company's total standalone revenue
was ?58,279.83 Lakhs as against ? 48,248.34 Lakhs in FY
2023-24 representing an increase of 20.79% over that
of the previous year owing to increase in the customer
requirements. The consolidated revenue of the Company
has also witnessed increase from ? 72,314.67 Lakhs in
FY 2023-24 to ? 80,229.47 Lakhs registering a growth of
10.94%. The PBDIT has increased from ? 5,274.69 Lakhs
(FY 2023-2024) to ? 7,495.86 Lakhs (FY 2024-2025) due
to efficient management of production overheads and
inventory cost of the Company. The Company has netted
a Profit After Tax (PAT) of ? 2,260.37 Lakhs contributing

3.88% of the turnover of FY 2024-25. On Consolidated
basis, the Company has marginally reduced net loss
from ?2,525.91 Lakhs (FY 2023-24) to ?1,628 Lakhs
(FY 2024-25) mainly contributed to increase in the
revenue and other income as against the previous year.

3. DIVIDEND

In order to preserve cash flow for meeting out
future capex requirements for various projects to be
undertaken by the Company, the Board of Directors has
decided to retain the profits and hence no dividend was
recommended by the Board of Directors for the financial
year 2024-25.

4. TRANSFER TO GENERAL RESERVE

The Company retained the entire surplus in the Profit
and Loss account and hence there has been no transfer
to the general reserve of the Company for the financial
year 2024-2025.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on
31^st March 2025 stood at ^22,11,36,250 consisting of
2,21,13,625 equity shares having face value of ?10/-
each fully paid up. There has been no change in capital
structure of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The main business of the Company is manufacturing
automotive components / parts and pumps, emission
control parts and various components for both ferrous
and non-ferrous material and offers comprehensive
electronic fuel injection management Systems

for Automotive Sector. A detailed analysis on the
performance of the automotive industry, Companies'
performance, internal control systems, risk management
are presented in the Management Discussion and
Analysis Report forming part of this report and provided
in Annexure I.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

The Company has two wholly-owned subsidiaries as on
31^st March 2025. There has been no material change in
the nature of the business of the Subsidiaries. Pursuant to
Section 129 (3) of the Companies Act, 2013 a statement
containing the salient features of financial statements of
the Company's subsidiaries viz., Ucal Polymer Industries
Limited (UPIL) and Ucal Holdings Inc., (UHI) in Form AOC-
1 is attached to the financial statements of the Company
and is given in Annexure-II.

In terms of section 136 of the Companies Act, 2013
the Company has not attached the financial statements
of the subsidiary companies. However, the financial
information of the subsidiary companies is disclosed in
the annual report as Consolidated Financial Statements
in accordance with the applicable Accounting Standards
(Ind AS). The annual accounts, reports and other
documents of the subsidiary companies will be available
for inspection during business hours, by any shareholder
of the Company at the registered office of the Company
and has placed separate audited financial statements
of each of its subsidiary on its website www.ucal.com.
The Company shall also provide a copy of the audited

financial statement in respect of each of its subsidiary
companies upon request by any of its shareholders

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility
Committee were constituted in accordance with
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI
LODR), wherever applicable. The Corporate Governance
Report annexed to this report as Annexure-IX contains
an overview of the role, terms of reference, meetings and
composition of the Board of Directors of the Company
and its Committees.

During the year under review, the following were the
changes in the composition of Board of Directors.

• Mr. Ram Ramamurthy (DIN:06955444), Director
retires by rotation and being eligible, offers himself
for re-appointment in this 39^th Annual General
Meeting of the Company.

• Mr. Adithya Srivatsa Jayakar was appointed as
Deputy Managing Director for a period of five years
with effect from 12^th November 2024.

• Mr.R.Sundar was appointed as Independent
Director for a period of three years with effect from
12^th November 2024.

• Mr.Abhaya Shankar resigned from the post of
Whole-time Director and Chief Executive Officer
with effect from 12^th November 2024

• Mr. Abhaya Shankar was appointed as Non Executive
Director for a period of two years with effect from
13^th November 2024

• Mr. T Jaisankar was appointed as Chief Executive
Officer with effect from 13^th November 2024.

• Mr. Jayakar Krishnamurthy, Managing Director,
Mr.Adithya Srivatsa Jayakar, Deputy Managing
Director, Mr. Ram Ramamurthy, Whole-time
Director, Mr. T Jaisankar, Chief Executive Officer,
Mr.M.Manikandan, Chief Financial Officer and
Mr.S.Narayan, Company Secretary hold the office
of Key Managerial Personnel of the Company as on
31^st March 2025.

The Information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)

Rules, 2014 in respect of Directors, Key Managerial
Personnel and Employees are given in Annexure-III to
this report. The information as per Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this
Report. Brief resume/details of Directors who are to be
appointed/re-appointed as mentioned herein has been
furnished in Annexure-A along with the explanatory
statement in the Notice convening the ensuing
39^th Annual General Meeting of the Company.

The Director(s) who are proposed for appointment/
re-appointment at the ensuing 39^th Annual General
Meeting of the Company, in Boards' opinion, they
possess integrity, necessary expertise, relevant
experience and proficiency. The Corporate Governance
Report annexed to this report contains necessary
disclosures regarding the Director(s) and the terms and
conditions of appointment of Independent Directors
have been disclosed on the website of the Company at
https://www.ucal.com/UCAL-ID-appointment-letter.pdf.
All the Directors have affirmed compliance with the Code
of Conduct of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013 confirming
that he/she meets the criteria of independence as laid
out in Section 149(6) of the Companies Act, 2013 and in
accordance with Regulations 16(1) (b) and 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

The Board of Directors at its first meeting of the financial
year 2025-26 held on 30^th May 2025 has taken on record
the declarations and confirmations submitted by the
Independent Directors and other Directors in terms of
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has also obtained a certificate from the
Practicing Company Secretary that none of the Directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as Directors of companies by the SEBI/ Ministry of
Corporate Affairs or any such statutory authority. There
are no Alternate Directors being appointed on the Board
of the Company.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As the Company is not falling under top one thousand
listed entities based on market capitalization, the
Business Responsibility and Sustainability Report is not
mandatorily applicable.

11. NUMBER OF BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR

During the year under review, 10 (Ten) Board Meetings
were convened and held, the details of which are given
in the Corporate Governance Report. The intervening
gap between the meetings of the Board of Directors was
within the time period prescribed under the Companies
Act, 2013.

12. BOARD COMMITTEES

The primary committees of the Board are Audit
Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee and Corporate
Social Responsibility Committee. A detailed note on the
committees along with the details of their meetings
held during the year is provided under the Corporate
Governance Report forming part of this Board's Report.

13. DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED BY THE
BOARD ALONG WITH REASONS.

The Audit Committee generally makes certain
recommendations to the Board of Directors of the
Company during their meetings held to consider any
financial results (Unaudited and Audited) and such other
matters placed before the Audit Committee as per the
Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
During the year, the Board of Directors has considered all
the recommendations made by the Audit Committee and
has accepted and carried out all the recommendations
suggested by the Committee to its satisfaction. Hence
there are no recommendations unaccepted by the Board
of Directors of the Company during the year under
review.

14. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

14.1 Nomination and Remuneration policy

The Company has formulated a Nomination and
Remuneration Policy in compliance with Section 178 of
the Companies Act, 2013 read along with the applicable

Rules thereto and Part D of Schedule II of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time. This policy is being governed
by the Nomination and Remuneration Committee
and the policy lays down the standards to be followed
by the Nomination and Remuneration Committee
for appointment, remuneration and evaluation of
the Directors, Key Managerial Personnel and Senior
Management of the Company. The key objectives of the
Policy are:

a. To formulate the criteria for determining
qualifications, competencies, positive attributes
and independence for appointment of a Director
(Executive / Non-Executive) and recommend
to the Board of Directors of the Company (the
"Board"), policies relating to the remuneration of
the Directors, Key Managerial Personnel and other
employees.

b. To formulate criteria for evaluation of the members
of the Board and provide necessary report to the
Board for further evaluation of the Board.

c. To provide to Key Managerial Personnel and Senior
Management reward linked directly to their effort,
performance, dedication and achievement relating
to the Company's operations.

To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons
and create competitive advantage. The remuneration
policy is designed keeping in mind various factors
like financial position of the Company, trend in the
industry, qualification and experience of the appointee,
past performance and past remuneration of the
appointee. The philosophy behind the remuneration
policy is to attract and retain talented individuals and
develop and motivate them to achieve the goals of the
organisation. The remuneration to the Chairman and
Managing Director and Whole-time Director shall be in
accordance to the limits / percentage / conditions laid
down in the Companies Act 2013. The remuneration
to other employees will be such that it ensures a direct
relationship to their performance. The remuneration
policy is disclosed in the website of the Company at
https://www.ucal.com/investor/UCAL-Nomination-
Remuneration-Policy.pdf. The Salient features of the
Nomination and Remuneration Policy is annexed
herewith marked as Annexure-IV and forms part of this
report.

14.2 Corporate Social Responsibility (CSR) Policy

Your Company recognizes that its business activities have
wide impact on the societies in which it operates, and
therefore an effective practice is required giving due
consideration to the interests of its stakeholders i ncluding
shareholders, customers, employees, suppliers, business
partners, local communities and other organizations.
Your Company endeavours to make CSR an important
agenda and is committed to its stakeholders to conduct
its business in an accountable manner that creates a
sustained positive impact on society. Your Company
satisfying the threshold as stipulated under Section 135
of the Companies Act, 2013 has established the CSR
Committee comprising of members of the Board and the
Chairman of the Committee is an Independent Director.
The said Committee has formulated and approved the
CSR policy as per the approach and direction given by the
Board pursuant to the recommendations made by the
Committee. The CSR Policy of the Company focuses on
constitution of CSR Committee, roles and responsibilities
of CSR Committee, CSR activities to be undertaken and
allocation of funds for carrying out such CSR activities,
Implementation and monitoring the execution of CSR
activities for the Company. The Policy applies to all CSR
projects/programmes undertaken by the Company in
India as per Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities as required under
the provisions of the Companies Act, 2013 is annexed
herewith marked as Annexure-V and forms part of this
report.

14.3 Whistle Blower Policy:

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. To maintain these standards, the Company
encourages its employees who have concerns about
suspected misconduct to come forward and express
these concerns without fear of punishment or unfair
treatment. A Vigil (Whistle-Blower) mechanism provides
a channel to the Employees and Directors to report to
the Management concerns about unethical behaviour,
actual or suspected fraud or violation of the Code of
Conduct or Policy. The mechanism provides for adequate
safeguards against victimisation of employees and
directors to avail of the mechanism and also provi de for
direct access to the Chairman of the Board/ Chairman
of the Audit Committee in exceptional cases. With a
view to establish a mechanism for protecting employees
reporting unethical behaviour, frauds, or violation of

the Company's Code of Conduct, misuse or abuse of
authority, fraud or suspected fraud, violation of Company
rules, manipulations, negligence causing danger to
public health and safety, misappropriation of monies
etc., the Board has adopted a Whistle Blower Policy. The
Policy also provides for access to the Chairman of the
Audit Committee and no person has been denied access
to the Audit Committee. The details are explained in
the Corporate Governance Report and are also posted
on the Company's website at https://www.ucal.com/
investor/UCAL-Whistle-Blower-Policy.pdf.

14.4 Risk Management Policy:

The Company has adopted an all-pervasive Risk
Management Policy to ensure that effective risk
management is in place to address the overall business
risks and concerns. The Company has a risk management
mechanism in place to manage uncertainties through
risk identification, assessment of risk on the scale of
probability and severity, risk management framework,
risk matrix, risk score, the format of reporting of risk areas
and mitigation plan to overcome the risks circulated to
all the department heads. The Risk Management Policy is
disclosed in the website of the Company at https://www.
ucal.com/investor/UCAL-Risk-Management-Policy.pdf.

14.5 Sexual Harassment Policy:

The Company has in place a policy for prevention of
sexual harassment in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
internal Complaints Committee has been set up at
each plant to redress sexual harassment complaints.
All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints
were received during the financial year 2024-25. The
Sexual Harassment policy is disclosed in the website of
the Company at https://www.ucal.com/investor/UCAL-
SEXUAL-HARRASSMENT-POLICY.pdf.

14.6 Prevention of Insider Trading:

The Company has framed a code of conduct for
prevention of insider trading based on Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This code is applicable to all the Board
members/ employees/officers/ designated persons of the
Company. The code requires pre-clearance for dealing in
the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the Designated
Persons while in possession of unpublished price
sensitive information in relation to the Company and
during the period when the trading window is closed.

The code of conduct for prevention of insider trading is
disclosed in the website of the Company https://www.
ucal.com/investor/UCAL-insider-trading-code.pdf.

15. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
as stipulated in the code for Independent Directors
under Schedule IV of the Companies Act, 2013 a
separate meeting of Independent Directors was held
on 14^th February 2025 to review the performance of
non-independent directors including Chairman and
Managing Director and the Board as a whole. The
Independent Directors also in the said meeting assessed
and reviewed the quality, quantity and timeliness of the
flow of information between the Management and the
Board and its committees which is essential for effective
discharge of their duties. All the Independent Directors
attended the meeting.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Every Independent Director is briefed about the history
of the Company, its policies, customers, technological
developments, Company's strategy, operations, product
offerings, organisation structure, human resources,
technologies, facilities and risk management. Factory
visits are also arranged for the Directors who wish to
familiarize themselves with the manufacturing processes
and operations of the Company. The Independent
Directors are briefed on their role, responsibilities,
duties and are kept updated on the various regulatory
and legislative changes that may occur from time to
time affecting the operations of the Company. The
Independent Directors are also briefed on the various
policies of the Company like the code of conduct for
directors and senior management personnel, policy on
related party transactions, policy on material subsidiaries,
whistle blower policy and CSR policy. The familiarization
programme for the independent directors is disclosed in
the website of the Company at https://www.ucal.com/
investor/UCAL Familiarisation Programme.pdf.

17. BOARD EVALUATION

An annual evaluation of the performance of the
individual Executive and Non-Executive Directors,
Board as a whole, functioning of its committees, and
the Chairman of the Board was carried out based on
the criteria set by the Nomination and Remuneration
Committee. A structured questionnaire was sent to all
the Directors seeking qualitative inputs and detailed
comments on various parameters as recommended

by the Nomination and Remuneration Committee. The
methodology adopted by each Director who responded
to the survey has graded their peers against each
survey item from 1 to 3 with 1 marking they agree to
the evaluation parameters set out and 2 marking they
disagree to the evaluation parameters set out and
3 marking no opinion to the evaluation parameters
set out. The grading done on the basis of a 3-points
scale revealed more realistic data on measuring the
effectiveness of the Board dynamics, Director's individual
performance and contribution, flow of information,
decision making of Directors and performance of Board
and Committee as a whole. Board Diversity and skill set
to review strategies, risk management dimensions and
processes, flow of information, adequacy and timeliness
of agenda materials, effectiveness of presentations and
more importantly the processes of reviewing strategic
matters, annual operating plan and strategic business
plans were the key focus areas for evaluation of the
Board and its Committee functioning. In terms of Section
134(3)(p) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, the Board taking into consideration the positive
feedback on the Board Evaluation Process Document
from all the Directors, expressed their satisfaction on
evaluation of the performance of each Director widely
on the parameters in terms of their participation in the
Board Meetings, timely guidance provided by them to
the Management, criteria of independence met by them,
effective deployment of their Knowledge and expertise,
prudent business practices adopted by them towards
governance of the operations of the Company, adherence
to the highest standards of integrity and business ethics,
exercising their responsibilities in a bonafide manner in
the best interest of the Company and not allowing any
extraneous consideration that shall impede their decision
making authority in the best interest of the Company.
During the evaluation process, the Director who is being
evaluated did not participate. The Board also expressed
their satisfaction on the evaluation of the functioning
of the Board and Committee as a whole on the basis
of proper combination of Directors having specialized
knowledge, expertise and high caliber in driving the
growth and business of the Company, high degree of
professionalism maintained in conducting the Board and
Committee process, presence of gender diversity and
transparency while dealing with strategic matters and
openness of the Board to accept suggestions from any
member of the Board.

18. AUDIT COMMITTEE AND AUDITORS

18.1 Audit Committee:

The Audit Committee conforms to the requirements of
Section 177 of the Companies Act, 2013 and Regulation
18 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The members of the Audit Committee as on date
of this report are Mr.S.Balasubramanian, Independent
Director, Mr.I.V.Rao, Independent Director, Mr.R.Sundar,
Independent Director and Mr. Jayakar Krishnamurthy,
Managing Director. Mr.S.Balasubramanian is the
Chairman of the Audit committee. The committee met
7 (Seven) times during the year. Detailed disclosure on
the terms of reference and meetings are provided under
the Corporate Governance Report forming part of this
Board's Report.

18.2 Statutory Auditors:

M/s R. Subramanian and Company, LLP, Chartered
Accountants, Chennai (Registration Number: 004137S/
S200041) were appointed as statutory auditors of the
Company as per the members' approval accorded in
their 31^st Annual General Meeting (AGM) held on 28^th
September 2017 to hold office till the conclusion of
the 36^th Annual General Meeting of the Company. At
the Annual General Meeting held on 29^th August 2022,
the shareholders have approved the re-appointment of
Statutory Auditors for a second term of five consecutive
years commencing from 36^th Annual General Meeting
and to hold office upto the conclusion of the 41^st Annual
General Meeting of the Company to be held in the
calendar year 2027.

The emphasis of matter specified in the Independent
auditor's report on the Standalone Financial Statements
has been explained in Note No.38(b) of the notes to
accounts. The Notes on financial statement referred to in
the Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark
or disclaimer and no fraud have been reported by the
auditors under Section 143 (12) of the Companies Act,
2013 requiring disclosure in the Board's report.

18.3 Secretarial Auditor:

Pursuant to the provision of Sections 179(3), 204 and
other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made thereunder, read with
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board

of Directors based on the recommendation of the
Audit Committee, appointed M/s.P. Muthukumaran
& Associates, Practising Company Secretaries, (Firm
Regn No.P2024TN099300) (Peer Review Certificate
No.5642/2024) as Secretarial Auditors of the Company,
for a period of 5 (Five) consecutive financial years,
commencing from 2025-26 to 2029-30, to carry out
Secretarial Audit.

The said appointment is subject to the approval of the
Members by means of an Ordinary Resolution as set out
under Item No.4 of the Notice convening this Annual
General Meeting.

The report of the secretarial auditor in Form MR-3 for
the year ended March 31, 2025 is given in Annexure-VI
and forms part of this report.

18.4 Internal Auditors:

M/s. P. Chandrasekar, LLP, Chartered Accountants,
continue as internal auditors of the Company. Their
scope of work is periodically reviewed and updated by
the audit committee. It includes among other things
a review of the operational efficiency, effectiveness
of systems and controls in existence, review of the
processes to safeguard the assets of the Company
and assessing the strength of the internal control in all
areas. The internal auditor's report is discussed with the
concerned stakeholders and corrective remedial action
is taken on a regular basis in consultation with the audit
committee. The internal auditors were present at the
audit committee meetings as and when required.

18.5 Cost Auditor:

Pursuant to the provisions of clause (g) of sub-section
(3) of Section 141 and sub section (3) of Section 148
of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, as amended,
the Board of Directors in their meeting held on
13^th August 2025 have appointed Mr.L.Thriyambak, Cost
Accountant (Membership No. 40720) as Cost Auditor for
the financial year 2025-2026 at '3,00,000/- per annum
(Rupees Three Lakhs only) subject to the remuneration
being ratified by the shareholders at the ensuing Annual
General Meeting to conduct the audit of the cost
accounting records maintained by the Company relating
to those products as mandated by the Companies Act,

2013 and The Companies (Cost records and audit) Rules,

2014 as amended. The Company has received consent
from Mr.L.Thriyambak for appointment as Cost Auditor
for the financial year 2025-2026. The Audit Committee
had recommended his appointment and remuneration

subject to the compliance of all the requirements as
stipulated under the Act and circulars issued thereunder.
As specified by the Central Government under Section
148(1) of the Companies Act, 2013, the cost records
are required to be maintained by the Company and
accordingly such accounts and records are made and
maintained.

19. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5)
of the Companies Act, 2013 the Directors to the best of
their knowledge and belief and according to information
and explanation obtained by them confirm that,

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

b) they have selected such accounting policies and
applied 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 at the end of the financial year 31^st March
2025 and of the profit and loss of the Company for
the year ended 31^st March 2025.

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a "going
concern" basis.

e) they have laid down proper internal financial
controls to be followed by the Company and such
internal financial controls are adequate and are
operating effectively.

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and are
operating efficiently.

20. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR.

There are no proceedings pending under the Insolvency
and Bankruptcy Code, 2016 during the year under
review.

21. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review the Company has not
carried out any one-time settlement with the Bank or
Financial Institutions in respect of any loans availed from
them.

22. FINANCE

Your Company has banking arrangements with Bank of
Maharashtra and availed various working capital facilities,
which are provided in Note No.42. of Standalone/
Consolidated part of financials.

23. CAPITAL EXPENDITURE (CAPEX)

During the year, your Company has spent an amount of
'22.07 Crore towards Capex. For the year 2025-26, the
estimated Capex would be around '48.13 crores towards
normal Capex.

24. LISTING OF EQUITY SHARES

Your Company's shares are listed with BSE Limited (BSE),
Mumbai and National Stock Exchange of India Limited
(NSE), Mumbai. Your Company has paid the Listing Fees
for the financial year 2024-25.

25. OBLIGATION OF YOUR COMPANY UNDER THE
SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

In order to prevent sexual harassment of women at
workplace, a legislation - The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) act, 2013 was notified on December 09,
2013. Under the said Act, every Company is required to
set up an Internal Complaints Committee to look in to
complaints relating to sexual harassment at workplace
of any woman employee. All employees (permanent,
contractual, temporary trainees) are covered under this
policy.

Your Company has adopted a policy for prevention
of Sexual Harassment of Women at Workplace and
constituted an Internal Complaints Committee (ICC) with
Ms.Rohini Ravikumar, Advocate as one of its Members.
During the year 2024-25, there were no complaints.
Further adequate awareness programmes were also
conducted for the employees of your Company.

Details of Complaints received and redressed during the
Financial Year 2024-25:

(a) number of complaints of sexual harassment
received in the year: None

(b) number of complaints disposed off during the year:
None

(c) number of cases pending for more than ninety days:
None

The Company is fully compliant with the provisions of
the Maternity Benefit Act, 1961 including all applicable
amendments and rules made thereunder. The company
upholds the rights and welfare of its women employees
and ensures that all eligible employees are granted
maternity leave and benefits as prescribed under the
Act. Further that company provides a safe, inclusive
and supportive work environment to women and has
adopted appropriate policies to facilitate the same.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's CSR activities are in the field of education,
sports, health, sanitation and preservation of culture
and heritage. As per Section 135 of the Companies
Act, 2013, the CSR Policy was formulated by the CSR
Committee and thereafter approved by the Board. The
CSR policy is displayed on the website of the Company
https://www.ucal.com/investor/UCAL-CSR-Policy.pdf.
Mr.S.Balasubramanian is the Chairman of the Committee
and Mr. Ram Ramamurthy, Mr. Jayakar Krishnamurthy,
and Mr.Adithya Srivatsa Jayakar are the other members
of the Committee. For the financial year 2024-25 the
report on corporate social responsibility is given as
Annexure-V and forms part of the Board's Report.

27. PUBLIC DEPOSITS

During the financial year 2024-25, the Company has
not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules
2014 and there is no outstanding amount on account of
principal or interest on deposits from public as on date.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a)
of the Act, the Annual Return as on March 31, 2025 is
available on the Company's website at https://www.ucal.
com/investor/Extract of Annual Return-MGT9.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

• Transfer of Unclaimed Dividends to IEPF, during
the year under review:

Your Company transferred a sum of '10,48,050
during the financial year 2024-25 to the Investor

• Details of the Nodal Officer

Name: Mr.S. Narayan

Designation: Company Secretary and Compliance
Officer

Address: UCAL Limited

11 B/2.(S.P), First Cross Road,
Ambattur Industrial Estate,

Chenai 600058
Telephone: 044-66544719
E-Mail ID: investor@ucal.com

30. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI
(LODR) REGULATIONS, 2015

Your Company does not have any Unclaimed Shares
issued in physical form pursuant to Public Issue/Rights
Issue.

31. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an efficient internal control system
commensurate with its size and nature of business to
safeguard the assets of the Company and to ensure
effective utilisation of resources. These controls ensure
that transactions are completed on time and in an
accurate manner and by following proper procedures
and systems. The Company has external teams carrying
out audit to strengthen the internal audit and risk
management functions. The internal auditors cover a

wide area of operations and this is being continuously
reviewed by the Audit Committee. Internal audit is
conducted on a quarterly basis by a team of internal
auditors and the reports together with the action
taken reports are reviewed by the Audit Committee
periodically. The Board and Audit Committee ensure that
the internal financial control system operates effectively
and they regularly review the effectiveness of internal
control system in order to ensure due and proper
implementation and due compliance with applicable
laws, accounting standards and regulatory norms. A
system of management controls is also in place to ensure
higher levels of efficiency and to keep the organisation
competitive. All the critical functions of the Company
i.e., Sourcing and Procurement, Manufacturing, Costing,
Finance, Dispatch and Sales are handled through Oracle
fusion system which is well-integrated. Checks and
controls have been built into the system to handle the
transactions. Existing internal controls provide adequate
assurance to the management for all the transactions
covering operations, inventory, fixed assets, financial
records and compliance to statutory requirements. The
systems and controls are reviewed periodically to ensure
their effectiveness. The Board has adopted various
policies like Material Subsidiary Policy, Whistle Blower
Policy and Related Party Transactions Policy to safeguard
the assets of the Company, to ensure timely information
and to prevent and detect frauds and errors.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules 2014, on energy conservation,
technology absorption, foreign exchange earnings and
outgo is given in Annexure VII.

33. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

Particulars of loans and advances given, guarantees
given, securities provided and investments made are
provided in the Note No.3, 4, 11 and 46 of the notes to
accounts of the Standalone Financial Statements.

34. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
which affect the financial position of the Company which
have occurred between the end of the financial year i.e.,
31.03.2025 to which the financial statements relate until
the date of this report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Company has framed a Related Party Transaction
Policy in compliance with Section 177 of the Companies
Act, 2013 and Regulation 23 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015, in
order to ensure proper reporting and approval of
transactions with related parties. The Policy is available
on the website of the Company https://www.ucal.com/
investor/UCAL-Related-Partv-Transactions-Policv.pdf.
The material transactions entered by the Company with
any related party during the financial year 2024-2025
did not have any potential conflict with the interest of
Company at large as per Section 188 of Companies Act,
2013. All transactions entered into with related parties
were at an arm's length basis and in the ordinary course
of business. Form AOC-2 as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules 2014, is given in
Annexure- VIII and forms part of this report.

36. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the
Company during the year under review.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS OF THE COMPANY

During the year 2024-2025 no significant and material
orders were passed by the courts, regulators or tribunals
affecting the going concern status of the Company and
its future operations.

38. NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

Consequent to the issue of preferential allotment by
Avironix Private Limited during the year FY 2024-25, the
shareholding of the Company in Avironix Private Limited
has come down from 49% to 1.66% and consequently
the Avironix Private Limited ceased to be the associate
company of the Companywith effect from 10^th July 2024.

39. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTS
IN HUMAN RESOURCES

Company's Human Resource function is aligned with the
Company's overall growth vision and continuously works
on areas such as recruitment and selection policies,
disciplinary procedures, reward/ recognition policies,
learning and development programmes as well as all¬
round employee development. The Company provides a
safe and rewarding environment that attracts and retains
a talented team and where employees are engaged in
delivering exceptional results to the customers and
investors. The Company acknowledges the indispensable
role of all employees in driving continued success. During
the year cordial and healthy relations were maintained
with all sections/levels of employees.

40. CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code
of corporate governance as stipulated in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on corporate governance along with
certification of the Chief Executive Officer and Chief
Financial Officer is attached in Annexure-IX. Certificate
from M/s. P.Muthukumaran & Associates, a firm of
Practising Company Secretaries regarding compliance of
the conditions of corporate governance as stipulated by
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given in Annexure-X.

41. STATEMENT ON COMPLIANCE TO APPLICABLE
SECRETARIAL STANDARD

The Company has complied with all the applicable
secretarial standards as issued by the Institute of
Company Secretaries of India during the year 2024¬
2025.

42. ANNUAL GENERAL MEETING

To support the health and well-being of all stakeholders,
the 39^th Annual General Meeting of the Company would
be conducted through Video Conferencing (VC) or Other
Audio Visual Means (OAVM) on Monday, 29^th September
2025 at 3.00 p.m (1ST) as per the framework notified
by the Ministry of Corporate Affairs and Securities and
Exchange Board of India (SEBI). The notice convening
the 39^th Annual General Meeting shall contain detailed
instructions and notes in this regard.

In view of the exemption available vide General Circular
02/2022 dated May 05, 2022, issued by the Ministry of
Corporate Affairs read with previous circulars and SEBI
Circular dated May 13, 2022 in this regard the Company
has not printed physical copies of annual report for
distribution. The full Annual Report shall be made
available on the website of the Company and also shall
be disseminated to the stock exchanges where shares
of the Company are listed. The electronic copies of the

annual report and the notice convening the 39^th Annual
General Meeting would be sent to the shareholders
whose e-mail addresses are registered with the Company
or their respective Depository Participants (DP).

43. DISCLOSURE UNDER SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) (SECOND
AMENDMENTS) REGULATIONS, 2023

During the year, the Company has not entered into any
agreements as mentioned in clause 5A to Para 'A' of Part
A of Schedule III in terms of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (Second Amendments) Regulations,
2023.

44. ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers,
vendors, suppliers and governmental agencies for
their continued support. The Board is grateful to the
shareholders for their continued trust and confidence in
the Company.

For and on behalf of the Board

JAYAKAR KRISHNAMURTHY

Place: Chennai Chairman and Managing Director

Date: 13.08.2025 DIN:00018987