Unijolly Investments Company Ltd Directors Report

DIRECTORS REPORT

To

The Members

The Board of Directors is pleased to present you Companys report on business and operations along with the audited financial statements for the financial year ended March 31, 2026

FINANCIAL HIGHLIGHTS

The financial highlights of your Company for the year ended March 31, 2026, basis is as summarized below:

PARTICULARS	2025-26	2024-25
	(In Million Rs.)	(In Million Rs.)
Profit before depreciation	0.104	0.631
Less: Depreciation	-	-
Profit before taxes	0.104	0.631
Less: Current tax	-	0.278
Less: Tax pertaining to earlier years	0.002	-
Less: Deferred Tax	0.370	4.585
Profit available for appropriation (A)	(0.268)	(4.232)
Other Comprehensive Income (B)	0.739	20.434
Total Comprehensive Income (A+B)	0.471	16.202
Transfer to Reserve fund (C)	-	-
Profit for the year (A-C)	(0.268)	(4.232)
Add: Surplus brought forward from last year	40.282	44.325
Add: Transfer from OCI	33.676	0.188
Surplus carried to balance sheet	78.455	40.282

1. STATE OF COMPANYS AFFAIRS:

During the year under review, the Company earned total revenue of Rs. 1.886 Million as compared to last years total revenue of Rs. 1.907 Million showing a decrease of 1.10% approximately. The Company earned a major share of income from dividends and dealing in investments. The Company has incurred a Loss After Tax of Rs. 0.268 Million as against previous years loss of Rs. 4.232 Million. Your Directors are making continuous and sincere efforts to explore new business opportunities and avenues for growth with a view to enhancing the Companys business operations, profitability, and overall long-term growth prospects in the years to come.

2. DIVIDEND:

In order to retain funds for growth and expansion of the Company, your Directors do not recommend any dividend for the financial year 2025-26.

3. TRANSFER OF AMOUNT TO GENERAL RESERVE

No amount has been transferred to reserves during the year.

4. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year 2025-26 and the date of this report.

5. SHARE CAPITAL

During the year under review, there was no change in the paid-up share capital of your Company. The paid-up Equity Share Capital of your Company as on March 31, 2026 stood at Rs.20,00,000/- comprising of 2,00,000 equity shares of face value of Rs.10/- each. During the year under review, your Company has issued neither any shares with differential voting rights nor Employee Stock Options sweat equity.

6. SUBSIDIARIES/ ASSOCIATES / JOINT VENTURES

Your Company has no subsidiaries/ associate companies/ joint ventures during the year under review.

7. LISTING OF EQUITY SHARES

Your Companys equity shares are listed on BSE Limited (Stock Exchange) located at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001, Maharashtra, India. It is traded with the Scrip Code 503671. Your Company has also paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2025-26.

8. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company. Accordingly, the Company was neither required to constitute a Corporate Social Responsibility Committee nor undertake CSR activities during the year under review.

9. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Board has ensured that there are adequate Internal Financial Controls commensurate with the size, nature of operations and requirements.

10. STATUTORY AUDITORS & THEIR REPORT

Based on the recommendation of the Audit Committee, the Board of Directors of the Company appointed M/s. CNGSN & Associates LLP, Chartered Accountants (Firm Registration No. 004915S), as the Statutory Auditors of the Company to fill the casual vacancy. The proposed Statutory Auditors shall hold office from the date of their appointment until the conclusion of the 44th Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, further recommends the appointment of M/s. CNGSN & Associates LLP, Chartered Accountants (Firm Registration No. 004915S), as Statutory Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting, subject to the approval of the Members of the Company.

M/s. Narasimha Rao and Associates, Chartered Accountants (Firm Registration No. 002336S), the erstwhile Statutory Auditors of the Company, had issued the Statutory Audit Report for the financial year ended March 31, 2026. The financial statements of the Company for the financial year 2025-26 were prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the relevant rules made thereunder.

The Statutory Auditors Report for the financial year 2025-26 does not contain any qualification, reservation, adverse remark, matter of emphasis or disclaimer.

11. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, Mr. K Srivas Chartered Accountants, held the office of Internal Auditors of the Company for FY 2025-26.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company appointed M/s. Pranaya& Co., Chartered Accountants (FRN: 030911S) as Internal Auditors of the Company for the FY 2026-27.

The internal audit reports and the suggestions made on a quarterly basis by the auditors, during the year under review, were duly noted by the Board and acted upon.

12. COST AUDITORS

Your company is not required to appoint Cost Auditor in accordance with the provisions of Section 148(3) and the Companies (Audit and Auditors) Rules, 2014.

13. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. B S S & Associates, Company Secretaries to undertake the Secretarial Audit of your Company for the FY 2025-26. The Secretarial Audit Report issued by M/s. B S S & Associates, Company Secretaries for the FY 2025-26 is enclosed as Annexure-II to this Report.

In terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors, based on the recommendation of the Audit Committee, recommends the appointment of M/s. Kasat & Associates, Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years, commencing from the conclusion of the 44^th Annual General Meeting until the conclusion of the 49^th Annual General Meeting, subject to the approval of the Members of the Company.

14. REPORTING FRAUDS

During the year under review, there was no instance of fraud, misappropriation which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of directors of your Company has an optimum combination of Executive, NonExecutive, Independent Directors including Woman Director.

(i) Chairperson and Directors

Mr. Krishna Babu Cherukuri was appointed as Chairperson and Director and Mr. Kameswara Sarma Chavali and Mrs. Rukmini Devi Satuluri was appointed as Non - Executive Non - Independent Director of the Company as on the date of this report.

Subsequent to the end of the financial year, Mr. Ashwin Nandan Singh (DIN: 11907318) was appointed as an Additional Director in the category of Non-Executive Director with effect from August 31, 2026.

Mr. Kameswara Sarma Chavali, Director of the Company, retires by rotation and being eligible, offers himself for reappointment.

(ii) Independent Directors

In terms of Section 149 of Companies Act 2013 and the SEBI (LODR) Regulations 2015 following are the Independent Directors of the Company as on the date of this Report:

Mr. Sridharan Jayaraman Mrs. Uma Kumari Kamalapuri

All the Independent Directors of your Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

(iii) Key Managerial Personnel

Following are the Key Managerial Personnel of the Company as per Section 203 of Companies Act, 2013 as on the end of financial year.

S. No	Name of the Person	Designation
1.	Mr. Durga Vara Prasad Gutta Siva Leela	Chief Executive Officer
2.	Mr. Cumsali Venkateshwarlu	Chief Financial Officer
3.	Mr. Mehul Shamajibhai (Resigned w.e.f. September 08,2025)	Company Secretary & Compliance officer
4.	Ms. Simran Sharma (Appointed w.e.f. December 6, 2025)	Company Secretary & Compliance officer

During the year under review, Ms. Simran Sharma has been appointed to the office Company Secretary and Compliance Officer of the Company, effective December 06,2025 in place of Mr. Mehul Shamajibhai Suthar who resigned from his office as such, effective closing hours of September 08,2025.

Subsequent to the close of the financial year, Ms. Simran Sharma resigned from the office of Company Secretary & Compliance Officer of the Company with effect from July 24, 2026. Accordingly, the Company is in the process of taking necessary steps for filling the resultant vacancy in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

(iv) Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made thereunder and Articles of Association of your Company, Mr. Kameswara Sarma Chavali is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

16. MEETINGS OF THE BOARD

During the financial year under review, five (5) meetings of the Board of Directors were held on the following dates:

S: No	Board Meeting Dates
1	May 29,2025
2	August 14,2025
3	November 12,2025
4	December 06,2025
5	February 11,2026

These meetings were conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The intervening gap between any two Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

Attendance of Directors at the Board Meetings and Annual General Meeting held during the year under review are as follows:

Name of the Director	DIN	Category	No. of Board Meetings
			Eligible to Attend	Attended	Attendance at the last AGM held on 30/07/2025
Mr. Krishna Babu Cherukuri	00993286	Chairperson and Director	5	5	Yes
Mrs. Rukmini Devi Satuluri	09547719	Non-Executive Director	5	5	Yes
Mr. Kameswara Sarma Chavali	06933900	Non-executive Director	5	5	Yes
Mr. Sridharan Jayaraman	07720632	Independent Director	5	5	Yes
Mrs. Uma Kumari Kamalapuri	10671999	Independent Director	5	5	Yes

17. COMMITTEES OF THE BOARD

Currently the Board has three committees: Audit, Nomination and Remuneration and Stakeholders Relationship. The composition of the committees are in line with the applicable provisions of the Act, Rules and the Listing Regulations and are as detailed below.

(i) Audit Committee

The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, and its role has been the same as stipulated in the Act and the Regulations mentioned above. All recommendations made by the Audit committee during the year were accepted by the Board.

AUDIT COMMITTEE
Mrs. Uma Kumari Kamalapur	-Chairperson
Mr. Krishna Babu Cherukuri	-Member
Mr. Sridharan Jayaraman	-Member

(ii) Nomination And Remuneration Committee

The Nomination and Remuneration committee of the Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, and its role has been the same as stipulated in the Act and the Regulations.

NOMINATION AND REMUNERATION COMMITTEE
Mr. Kameswara Sarma Chavali	-Chairperson
Mr. Sridharan Jayaraman	-Member
Mrs. Uma Kumari Kamalapuri	-Member

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship committee of the Board of Directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, and its role has been the same as stipulated in the Act and the Regulations mentioned above.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Krishna Babu Cherukuri	-Chairperson
Mr. Kameswara Sarma Chavali	-Member
Mr. Sridharan Jayaraman	-Member

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Formal familiarization programs were conducted about the amendments in the Companies Act, Rules prescribed thereunder, Listing Regulations and all other applicable laws to your Company and all the directors were also apprised about the business activities of the Company.

It is the general practice of your Company to notify the changes in all the applicable laws to the Board of Directors, from time to time. The objective of these programs is to familiarize Independent Directors with the business of your Company, the industry in which your Company operates, business model, challenges etc. through various means such as interaction with subject matter experts, meetings with business leads and functional heads on a regular basis. The details of such familiarization programs for Independent Directors are posted on the website of your Company.

19. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and all other Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of your Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments made during the Financial Year and / or outstanding as on March 31, 2026 covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are provided in the notes to the Financial Statements.

21. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73and 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no principal or interest was outstanding as on the date of the Balance sheet. Further, your Company has not accepted any loans/advances from any of its Directors during the year under review.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2025-26 and of the profit or loss of your Company for that period;

iii Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

iv The annual accounts for the year 2025-26 have been prepared on a going concern basis.

v That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Every listed Company is required to establish the Vigil Mechanism for their Directors and Employees to report their genuine concerns or grievances under the Companies Act, 2013 and rules notified therein by Government of India.

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a Vigil Mechanism for Directors and employees to report genuine concerns or grievances.

The Vigil Mechanism provides for adequate safeguards against victimisation of persons who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is administered and overseen by the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013.

Vigil Mechanism for the Directors and Employees of the Company interalia stipulate the following:

? The Audit Committee shall oversee the Vigil Mechanism through the Committee and if any of the members of the Committee have a conflict of interest in a given case, they should recuse themselves and the others on the Committee would deal with the matter on hand.

? The Vigil Mechanism shall provide for adequate safeguards against victimization of Employees and Directors who avail of the Vigil Mechanism and also provide for direct access to the chairperson of the Audit Committee.

? In case of repeated frivolous complaints being filed by a Director or an Employee, the Audit Committee may take suitable action against the concerned Director or Employee including reprimand.

The details of the Policy are also posted on the website of your Company and the web link is https://www.unijollyinvestments.co.in/pdf/Whistle-Blower-Policy.pdf

24. RELATED PARTY TRANSACTIONS

The Related Party Disclosure as required as per Ind AS 24, are provided in Note No. 23 of the notes to financial statements. During the Financial Year 2025-26, your company has not entered into any transactions with related parties which are covered under Section 188 of the Companies Act, 2013.

During the financial year 2025-26, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

25. POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per the Listing Regulations as approved by the Board is uploaded on the website of your Company and the web link is https://www.unijollyinvestments.co.in /pdf/Policy%20on%20Material%20Subsidiary.pdf

26. ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Act a copy of Annual Return in the prescribed format i.e., Form MGT-7 is placed on the website of your Company and may be accessed at https://www.unijollyinvestments.co.in/AnnualReturn.html

27. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34(2) of the Listing Regulations a report on Management Discussion & Analysis is herewith annexed as Annexure to this report.

28. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year under review.

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As you Company has never declared dividend the provisions of Section 124 of Companies Act 2013 are not applicable to the Company.

30. INSURANCE

All properties and insurable interests of your Company have been fully insured.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company has not paid any remuneration to Directors and none of the Directors and Employees are covered under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, during the year, the Company has paid remuneration to the Company Secretaries amounting to Rs.0.331 million.

32. CORPORATE GOVERNANCE

The Company is a listed entity. However, pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) and (t) of subregulation (2) of Regulation 46 and Para C, D and E of Schedule V of the said Regulations are not applicable to the Company, as the paid-up equity share capital and net worth of the Company, as on the last day of the previous financial year, are within the thresholds prescribed under the said Regulation.

Accordingly, the Company is not required to prepare or submit the Corporate Governance Report under Regulation 27(2) of the SEBI Listing Regulations. However, the Company continues to comply with the applicable provisions of the Companies Act, 2013, including those relating to the constitution and functioning of the Board and statutory committees, to the extent applicable.

33. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy is also laid down on the website of the company the weblink of the same is https://www.unijollyinvestments.co.in/pdf/AntiSexualHarassmentPolicy.pdf

The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: N.A.

34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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

The are no transactions to be reported on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014.

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

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

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application was made or any proceedings were pending under the IBC, 2016 during the year ended on March 31, 2026.

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

Not Applicable

39. ACKNOWLEDGMENTS

Your directors take this opportunity to express their sincere appreciation to the employees, shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the sustained cooperation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

		For and on behalf of the Board
	Sd/-	Sd/-
Place: Hyderabad	Krishna Babu Cherukuri	Rukmini Devi Satuluri
Dated: August 31, 2026	Director	Director
	DIN:00993286	DIN:09547719