Unimin India Ltd Directors Report

Your Directors submit herewith the 42nd Annual Report and the Audited Accounts for the Financial Year ended 31st March 2025.

FINANCIAL HIGHLIGHTS {Rs in lacs)

Particulars	For the F.Y. Ended 31.03.2025	For the F.Y. Ended 31.03.2024
Turnover/Other Income	6.97	10.52
Total Expenses	49.45	39.35
Earnings before Tax and Depreciation	(31.67)	(18.02)
-Depreciation and amortization expenses	10.81	10.81
Profit/(Loss) before Tax	(42.48)	(28.83)
Provision for Taxation	0.00	0.00
Profit/(Loss) after Taxation	(42.48)	(28.83)
Prior Period Items	000	0.00
Profit/(Loss) for the Year	(42.48)	(28.83)

DIVIDEND

In view of the losses suffered by the company for the year under review, your Management does not recommend any Dividend for the year.

STATE OF AFFAIRS OF THE COMPANY:

During the period under review, the turnover/other income of the company was Rs. 6.97 Lacs (Previous year Rs. 10.52 Lacs) most of which due Sundry Balances written off and other income. During the year, the company got the approval of the shareholders of the company for winding up of the company by passing the Special Resolution in the 41st Annual General

Meeting held on 14th December 2024 and adjourned on 21st December 2024

Consequent to the worst Financial position ever faced by the company, the securities of the company has been suspended for trading on the basis of penal provisions due to non-payment to BSE of Listing Fees for Financial years 2016-17and onwards.

SHARE CAPITAL

The paid up equity share capital as on 31 March 2025 was Rs. 20 93 crores. There was no public issue, rights issue bonus issue or preferential issue, etc during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

REFERENCE TO INSOLVENCY BOARD/ TRIBUNAL:

With the commencement of Insolvency and Bankruptcy Code, 2016, (IBC). the BIFR is no more in existence In this regard, the company is taking opinion from the senior advocates regarding the filing of case under the Insolvency and Bankruptcy Code. 2016.

It is to be noted that the companys case was registered with the Board for Industrial 8 Financial Reconstruction (BIFR) as case no 44/2006 The BIFR vide order dated 21.02.2007 declared the company as a sick industrial company and vide subsequent order dated 05 02 2009 appointed State Bank of India as the Operating Agency under section 17(3) of SICA with directions to formulate a DRS after holding a joint meeting with all concerned agencies

The petition for windma up of the company under Section 271 of the Companies Act 2013 is under process

RESERVES

The board does not proposed any amount to carry to any specific reserves.

CHANGES IN NATURE OF BUSINESS

There is no significant changes had been made in the nature of the company during the financial year

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

The Bombay stock exchange has delisted the company on 2nd July 2018. Except to this, there are no significant and material orders passed by Regulators/Court/Tribunals against the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

During the period under review, the Company has neither any subsidiary Company nor is holding Company of any other Company. However, the Company is having the associate Companies as detailed below:

1. M/s Jit Family Trust:	2. M/s Mina Consultant Pvt Ltd.;
3. M/s Shirley Real Estate Pvt Ltd .	4 M/s Taj Exim International Ltd.
5. M/s Zulekha Trading and Finance Pvt Ltd.

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are adequately safeguarded, transactions are authorized, optimum utilization of resources, reporting of financial transactions and compliance with applicable law and regulations Except Sundry balances written off and other income, your company has not undertaken business operations in the F.Y 2024-2025

MANAGEMENT DISCUSSION AND ANALYSIS:

As the company is not a listed entity, the Management Discussions and Analysis report is not required to be attached CORPORATE GOVERNANCE

Due to non-payment of the listing fees for F.Y. 2016-2017 and onwards, the company has been delisted from the Bombay Stock Exchange and the provisions of Corporate Governance are not applicable to the company.

However, a separate chapter titled Corporate Governance has been included in this Annual Report.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 st July 2015. The Company is in compliance with the same as amended up to date SS- 3 - Secretarial standard on dividend is not applicable to the company as no dividend declared or paid during the period under review Secretarial standard - 4 (SS-4) on report of the Board of Directors applicable to the company and is in compliance of the same

FIXED DEPOSITS

Your Company has not invited nor accepted any Fixed Deposits under the Companies Act, 2013 and rules framed thereunder.

DETAILS OF EVERY EMPLOYEE OF THE COMPANY AS REQUIRED PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as per Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2024 are annexed to this report

BOARD OF DIRECTORS AND KMP

During the year under review, the term of the both the independent directors comes to an end on 27th September 2024 and as such, they retired from the office of the independent directorship of the company. On 27th September 2024, Mrs Sheena Sarup (DIN: 06667222) was appointed as an additional director and she was regularized as Director in the 41st Annual General Meeting held on 14th December 2024. Except to this, there was no change in Directors and KMP of the company. The company is in the process to search the suitable candidate to be appointed as independent director.

As at the end of the financial year, Mrs. J. K. Bakshi (DIN-00256653), Chairperson and Director, Mrs. Sheena Sarup (DIN- 06667222), Director, Mr. Anandeswar Patra (DIN-08979555), Director and Mr Harvinder Bhupindersingh Kochhar (DIN- 09127677), Managing director and Mr. Tirnath Panigrahi CFO, are on the Board of the company.

However, post closure of the financial year, Mr. Tirnath Panigrahi CFO, resigned from the office of the CFO of the company on 10th November 2025.

Detailed information on the directors is provided in the annexed Corporate Governance Report DECLARATION BY INDEPENDENT DIRECTORS

As on date, there is no independent directors in the company. The company is in the process to search the suitable candidate to be appointed as independent director.

Managerial Remuneration :

Details of Managerial Remuneration required to be Disclosed in Boards Report as per Rule 5(1) of the Companies fAppointment and Remuneration of Managerial Personnel) Rules. 2014:-

Directors Name Remuneration	Director 1	Director 2	Director 3
N. A.	N A.	N. A.	N A.

COMMITTEES OF THE BOARD

The Board has four committees viz; audit committee, nomination and remuneration committee, Stakeholders Relationship committee and risk management committee

The details pertaining to composition of above committees are included in the Corporate Governance Report, which forms part of this report

The Board has framed three policies viz; Policy on Appointment and Remuneration and other aspects of Directors and KMP Risk Management Policy and Related Party Transaction Policy.

The details pertaining to the above policies are included in the Corporate Governance Report, which forms part of this report

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013. your Company ,s no. required to constitute a CSR Committee.

VIGIL MECHANISM/ WHISTLE BLOW1E Co^p^ie^ applicable the Company However. Company encourages*whistle blowing to bring out deviations ,n accepted norms and activities detrimental to the interests of the Company

BOARD EVALUATION

A statement regarding the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) o t e independent directors appointed during the year-Not Applicable RISK MANAGEMENT

The Company already has in place the procedure to inform the Board about the risk assessment and minimization procedures Your Company has appropriate risk management systems in place for identification and assessment of risks measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013, every company shall place a copy of the annual return referred to Section 92(3) of the Companies Act, 2013, on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards Report. The company has provided such web-link as -http.7www.uniminindia.com/ investors/

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The Company has not revised its Financial Statements or its Boards Report during the year under review.

REMUNERATION OR COMMISSION RECEIVED BY MANAGING DIRECTORS/WHOLE TIME DIRECTOR FROM THE HOLDING/ SUBSIDIARY

During the year under review, no remuneration or commission was received by the director from the holding Company. SHIFTING OF REGISTERED OFFICE

During the year under review, the registered office of the company has been changed to House no. 2135, Dunetha, Nani Daman (DMC), Daman-396210, Daman and Diu, India w.e.f. 01st October 2024.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 During the year under review, no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 by the company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the period under review, there is no transaction occurred under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Company has not entered in any material related party transaction during the year.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules. 2014 are given in Annexure 3 in Form AOC-2 and the same forms part of this report. Please refer Note No. 23 to the financial statement which sets out related party disclosures as prescribed under Accounting Standard 13.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has met Six times during this financial year which is in compliance to the provisions of the Companies Act, 2013. During the year following meetings were convened and held as per the details below.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

During the year following meetings were convened and held as per the details below:

Sr. No. Type of Meeting	Date of Meeting	Name of Directors who attended the meeting
1 Board Meeting	29 June 2024	Mr. Harvinder Bhupendarsingh Kochhar, Mrs. Sheena Samp
2 Board Meeting	11 Sept 2024	Mr. Harvinder Bhupendarsingh Kochhar, Mrs. Sheena Sarup
3 Board Meeting	27 Sept 2024	Mr. Harvinder Bhupendarsingh Kochhar, Mr Anandeshwar Patra, Mrs Sheena Sarup
4 Board Meeting	25 Oct 2024	Mr. Harvinder Bhupendarsingh Kochhar, Mr. Anandeshwar Patra Mrs. Sheena Sarup.
5 Board Meeting	18 Jan 2025	Mr. Harvinder Bhupendarsingh Kochhar. Mr. Anandeshwar Patra
6 Board Meeting	22 March 2025	Mr. Harvinder Bhupendarsingh Kochhar, Mr. Anandeshwar Patra

AUDITORS

STATUTORY AUDITORS

M/s Ramanand and Associates, Chartered Accountants of Mumbai, has been appointed as Statutory Auditor of the company in the Annual General Meeting held on 293 December 2022 for a period of five financial years

As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s Ramanand & Associates. Chartered Accountants. Mumbai, for their appoinment as statutory auditor of the company in the forth coming Annual General meeting o the company, to the effect that their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for their appointment as the statutory auditor to held office and to fix their remuneration.

SECRETARIAL AUDITORS

The Board has appointed M/s. Amit Verma and Associates, Practising Company Secretaries to conduct the secretanal audit for the financial year 2024-2025. The Secretarial Audit report for the financial year ended 31st March. 2025 is annexed herewith and marked as Annexure 2 to this Report. The Secretarial Audit Report contain few qualifications, reservation or adverse remark which are suitable replied by the Board.

AUDITORS REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report.

The notes of the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report contain some qualification, reservation or adverse remark and the directors comment on these observation as under pointwise:

Statutory Audit Report

1 Statutory Auditors Qualified Opinion:

The company is required to adopt Indian Accounting Standards from FY 2021-22 as per the Companies (Indian Accounting Standards) Rules, 2015 However. Standalone Financial Statements of the company are not prepared in accordance with the Indian Accounting Standards find AS) prescribed under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules. 2015. as amended

Directors Comment The company dont have any business activities and is a sick company and the company is in the process to file the winding up Petition before the NCLT. Further, the company is facing a worst financial position and unable to appoint the suitable accountant/professional to take care of latest developments.

2 Statutory Auditors Qualified Opinion

The company has not appointed Internal Auditors as required by Section 138 of the Companies Act 2013

Directors Comment The company is a sick company and the company is in the process to file the winding up Petition before the NCLT Further the company is facing a worst financial position and unable to appoint an Internal Auditor.

3 Statutory Auditors Qualified Opinion.

The system of infernal Finanoal control over financial reporting with regard to the company were not made available to us !o enable us to determine if the company has established adequate internal financial control over financial reporting and whether such internal financial control were operating effectively Directors Comment The company is a sick company As such, the company has not much financials to be taken care of and unable to appoint an Internal Financial Controller & Statutory Auditors Qualified Opinion Companys networth is fully eroded due to accumulated losses Company does not have major business operations or future business plan Inspire of the same accounts ol the company is prepared cn-Going Concern basis

Directors Comment The company is in the process to file the winding up Petition before tne NCLT

5 Statutory Auditors Qualified Opinion:

The Company has not made provision for employee retirement benefits as required under AS-15 - Employee Benefits In absence o< actuarial valuation report, we are unable to comment upon consequential impact if any. arising thereof, on the Statement

Directors Comment The company does not have so many employees and there is negligible turnover and working on Ob work basis ter the las, so many years As such, the valuation and disclosure of employee benefits are not done

6 Statutory Auditors Qualified Opinion

The Company has taken useful life and residual value ot assets different from useful life and residual value indicated in Schedule il to ire Companies Act. 2013 without taking any technical advise In absence of sufficient appropriate deta is we are unable to comment upon ccmseouer: a impact if any arising thereol on the Statement

Directors Comment The Company is in process to !3ke such detail accurate/

7 Statutory Auditors Qualified Onininn

The Company had written off balance of a creditor amounting to Rs. 24.05 cores in earlier years To that extent rts reserve is overstated and teowty is understated

Directors Comment The Deferred payment Credit of Rs 24.04.61,664/- from the suppliers of the imported Piam 8 Machinery was written p" in the earlier years. The decision was pnmanly based on legal communication/advice that tne Company nes a counter claim of much larger amour on the said supplier for its various omissions and commissions including contractual defaults esuiting in business losses / cost overrun to the Company These Suppliers have made a claim of Rs 48.19,46,626/- towards pnncipal and Rs 41 7S.S3.604/. towards interest aggregating to Rs 89,99.40.230/-

8. Statutory Auditors Qualified Opinion

Balances of Trade Receivables. Trade Payables and Loans and Advances are subject to confirmation and consequent adjustments, t any or reconciliation thereof.

Directors Comment: The inventory related to the rejected item and is valued at the market value. However, the Negotiations are in process with the buyers for the same.

9 Statutory Auditors Qualified Opinion:

The company has accepted deposits from the public. However, the company has failed to comply with the provisions of section 74 Directors Comment The Company is in Process to Repay Such Deposits

10. Statutory Auditors Qualified Opinion:

During the year, liquidation order has been passed against M/s Uniplas India Limited to whom the company has given ar advance of Rs. 81.10 Lakhs. Company Neither made a provision nor write off the said amount of Rs. 81.10 Lakhs therefore the loss for the current year is understated to the extent of Rs. 81.10 Lakhs

Directors Comment: The Company has not made provision for the said amount.

11. Statutory Auditors Qualified Opinion:

The Company has not conducted physical verification of inventory at regular intervals during the reporting period. As a result we were unable to obtain sufficient appropriate audit evidence regarding the existence and condition of inventory as at the fcai&nce sheet date. Consequently, v/e were unable to determine whether any adjustments might be necessary in respect of inventory balances, cost of goods sold, and related financial statement elements.

Directors Comment: The main registered office of the company was sealed by the order of the High Court At this office, the inventory v/as lying and the company could not access it.

Secretarial Audit Report:

1. Secretarial Auditors Qualified Opinion:

The company has defaulted in apponting and internal auditor of the company and Filing of Form MGT-14 for the same to the Registrar of Companies.

Directors Comment:

The company is a sick company and the company is in the process to file Lhe winding up Petition before the NCLT Further, the company is facing a worst financial position and unable to pay the charges to the professionals in this regard

2 Secretarial Auditors Qualified Opinion.

The company has defaulted for payment of Annual Listing Fees payable to BSE for the Financial Years 2016-17 and onwards Consequently, the company has been delisted vide notice dt. 02.07.2018 issued by BSE.

Directors Comment: The company is facing a worst financial position and unable to pay the Annual Lisbng Fees to Lie stock

exchange.

3 Secretarial Auditors Qualified Opinion

The company is irregular in posting of various disclosures on the website of the company

Directors Comment The company is under the process of posting the disclosures on the website cf the company

4 Secretarial Auditors Qualified Opinion

The company has accepted deposits from the public. However, the company has feted to comply with the provisions of season tj These deposits relates to the earlier years

Directors Comment: The Company is in Process to Repay Such Deposits 4 Secretarial Auditors Qualified Opinion

The company is required to adopt Indian Accounting Standards from FY 2021-22 as per the Company( Accounting Standards) Rules. 2015 However Standalone Financial Statements cf lhe company are not prepared .n accordance wt the -z.r Accounting Standards (Inc AS) prescribed under section 133 of the Companies Act 2013 read win the Companies t -dan Acooc-vg Standards; Rules. 2015 as amended

Directors Comment The company is a sick company. The company is faong a wd financial power, and unable to appcrc: .re Su.table accountanl professional to take care o< latest developments However, the company try its best Ins it w be adcqtec from ccrre"! FY

6. Secretarial Auditors Qualified Onininn

The company has not appointed the Independent Directors.

NCLT?rS ^orT1merit The cofnpsny is a sick company and the company is in the process to file the winding up Petition before the 7- Secretarial Auditors Qualified Opinion:

As per the provisions of Section 167(1 )(b) of the Companies Act, 2013, the office of the directorship of Mrs Jasbir Kaur Bakshi is due to become vacant for not attending any board meeting in a period of twelve months.

Directors Comment: Due to sickness of Mrs. Jasbir Kaur Bakshi, Director of the Company, She is not able to move and as such, she could not attain the Board Meeting during the period of twele months. The process to vacant her office of directorship is under process.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

During the year under review, there was no frauds reported by the auditors to the Audit Committtee or the Board under section 143(12) of the Companies Act, 2013.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

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

(iv) a statement regarding the opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year-Not Applicable

(v) A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors- Not Applicable

(vi) The Company does not have any employee, however, Ihe Company is committed to comply with the provisions of the Maternity Benefit Act, 1961.

(vii) The details of the 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 - Not Applicable

(viii) A Cash Flow Statement for the year 2024-25 is attached to the Balance Sheet.

(ix) Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act. 2013 introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT. 2013

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

(i) In the preparation of the accounts for the financial year ended 31 March 2025. the applicable Accounting standards have been followed along with proper explanations relating to material departures, if any:

(ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said financial year and of the profit (loss) of the company for the said financial year:

(in) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act. 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(iv) The directors have prepared the accounts for the year ended 31 March 2025 on a going concern basis.

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

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENTS

Your Board acknowledges with gratitude the co-operation and assistance o( the Government Departments. Ministries and Departments of the Union Territory of Daman as well as other Authorities for their support and assistance Your Directors are happy to place on record their gratitude to the employees at all levels for their commitment and dedicated efforts The Directors are also thankful to the Shareholders for their continued support to the Company.

	By Order of the Board of Directors
	UNIMIN INDIA LIMITED
	Sd/-
Place: Daman	(Harvinder Bhupindersingh Kochhar)
Date: 10th November 2025	Managing Director