Unisem Agritech Ltd Directors Report

To

The Members,

UNISEM AGRITECH LIMITED

Your Directors have pleasure in presenting the 10 th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31 st March 2026.

Financial Results

(Rs. in Lakhs)

	Financial Year	Financial Year ended
Particulars	ended 31.03.2026	31.03.2025
Total Income	8,107.33	6,907.75
Total Expenditure	7060.21	6,180.36
EBITDA	1047.12	727.39
Depreciation & Amortization Expense	90.98	69.63
Finance Cost	244.89	86.15
Profit before Tax & Exceptional Items	711.25	571.61
Exceptional Items	-	-
Profit before Tax	711.25	571.61
Provision for Tax (Net)	181.61	144.20
PAT before non-controlling interest	529.65	427.41
Non-controlling interest		-
PAT after non-controlling interest	529.65	427.41
(Net Profit)
Basic Earnings Per Share (in )	5.89	5.32

Operational Performance Review and Future Outlook

Operational Performance Review-

During the Financial year ended March 31, 2026, your Company achieved significant growth in its operations. The Total Income increased to Rs. 8,107.33 Lakhs as compared to Rs. 6907.75 Lakhs in the previous year, registering a growth around 17.37 %, Net Profit of Rs. 529.65 Lakhs as compared to Rs. 427.41 Lakhs in the previous year and an Earning Per Share (EPS) of 5.89 in the Financial Year under review. There has been no change in the business of the Company during the Financial Year ended 31st March, 2026.

This strong performance was driven by enhanced operational efficiencies, improved customer base, effective cost management, and favourable market dynamics.

Future Outlook of the Company-

Your Company was incorporated on 09 th September, 2016 as a private company in the name of Unisem Agitech Private Limited. The Company has been converted into public company w.e.f. 01 st March 2025 and consequently name has changed to Unisem Agritech Limited. During the year under review, your company had been listed with BSE- SME with effect from 17 th Dec 2025 and successfully raised funds of Rs 2145.00 Lakhs through its Initial Public Offering (IPO).

As a newly listed company, the management is focused on strengthening corporate governance, internal controls and regulatory compliance while pursuing strategic growth opportunities in the agriculture sector. The Company is optimistic about future business prospects and remains confident of delivering consistent performance through disciplined execution, strong management capabilities and customer-focused strategies.

Your Company remains committed towards sustainable growth, strengthening its market presence and enhancing operational efficiency across all business segments. The Company continues to focus on expanding its customer base, improving product offerings and adopting efficient business practices to achieve long-term value creation.

Dividend

Owing to the growing business needs and the necessity to plough back the profits in the business, your Directors do not recommend dividend for the year under report.

Transfer To Reserves

Your Directors does not propose to transfer any amount to reserves for the year under report.

Material changes

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and up to the date of this report except the increase in the Paid-up share capital due to issue and allotment of equity shares on Initial Public Offering (IPO) of equity shares as described hereinbelow.

Initial Public Offering

The initial public offering [the issue] of the equity shares of the company offering 33,00,000 Equity Shares of Face value Rs. 5 each at the issue price of Rs. 65/- per equity share [i.e. at the premium of Rs.60/- per equity share] aggregating 2,145.00 Lakhs. The objects of the issue were funding Working Capital requirement, repay the Banking Facilities availed by the company and general corporate purposes. The issue had received overwhelming response from the investors and was oversubscribed. The 33,00,000 equity shares were issued and allotted to the successful applications on 15 th Dec, 2025.

Listing on Bombay Stock Exchange- SME

Post the initial public offering of the equity shares as above, total 1,13,32,000 equity shares of the company were listed on the Bombay Stock Exchange Limited -SME and trading had commenced w.e.f. 17th Dec, 2025. The Stock Code is: UNISEM and the ISIN is INE1FHV01026.

Paid up Share Capital

As on 31st March, 2026 and on the date of this report, the paid-up share capital of the company is Rs. 5,66,60,000 /- divided into 1,13,32,000 equity shares of Rs.5/- each.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or court or tribunals impacting the going concern status and Company operations in future.

Auditors And Their Reports

Stautory Auditors

During the financial year 2024-25, at the 9th Annual General Meeting held on September 23, 2025, the Members of the Company, pursuant to the recommendation of the Board of Directors, appointed M/s. SKSVM & Co., Chartered Accountants (Firm Registration No. 002045S), Bengaluru, as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 9th Annual General Meeting until the conclusion of the 14th Annual General Meeting of the Company to be held in the calendar year 2030.

The Statutory Auditors Report on the Financial Statements of the Company for the financial year ended March 31, 2026 contains a qualification relating to the non-provision of interest, if any, payable on outstanding dues to Micro and Small Enterprises under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 and the related disclosure requirements. Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Boards comments and explanation on the said qualification are provided under the heading Boards Comments on the Qualification of the Statutory Auditor forming part of this Report.

Further, in terms of Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the Statutory Auditors have not reported any fraud committed by the Company or by its officers or employees requiring reporting under the said provisions.

Boards Comments on the Qualification of the Statutory Auditor

The Statutory Auditors have qualified their report in respect of the non-provision of interest, if any, payable on outstanding dues to Micro and Small Enterprises under Sections 15 and 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) and the related disclosure requirements under Section 22 of the MSMED Act read with Schedule III to the Companies Act, 2013.

The Board has carefully considered the qualification and the underlying observations of the Statutory Auditors. The Company has entered into commercial arrangements with certain suppliers specifying mutually agreed credit terms. Based on the contractual terms and the information available with the management as at March 31, 2026, the management was of the view that no material additional liability was required to be recognised towards interest on such outstanding dues.

However, considering the observations of the Statutory Auditors, the Company has initiated a comprehensive review of vendor-wise balances, payment schedules, contractual terms, MSME status confirmations and the applicability of the provisions of the MSMED Act. Since the review and reconciliation process is under progress, the precise financial impact, if any, could not be reliably ascertained as on the date of approval of the financial statements.

The Board has directed the management to complete the review expeditiously and, based on the outcome thereof, to make appropriate accounting treatment and disclosures, wherever required, in accordance with the provisions of the MSMED Act, the Companies Act, 2013 and the applicable Accounting Standards in the ensuing financial statements.

Cost Records and Cost Audit

As per the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement to maintain cost records and to appoint a Cost Auditor is applicable only to certain class of companies engaged in specified industries as notified by the Central Government. Since the Company is engaged in the business of Agriculture Sector, which does not fall under the prescribed class of industries, the provisions relating to maintenance of cost records and appointment of Cost Auditor are not applicable to the Company.

Internal Auditor

During the current year, the Board has, as per the provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, the Board had appointed M/s Neelakari Mahindrakar Associates, Chartered Accountants, (Firm registration No. 002459S) having experience and adequate manpower, as Internal Auditor of the company for the Financial year 2025-26 and the quarterly reports given by them were considered and reviewed by the Audit Committee and the Board.

Secretarial Auditor

During the current year, as required under the provisions of Section 204 [1] of the Companies Act, 2013 [the Act] and the Rules made thereunder the Board had appointed Mr. M V Bhat, Practising Company Secretary FCS Membership No. 12261, Certificate of Practice No. 19221 and Peer Review Board Certificate No. 4993/2023 valid till 30-11-2028] issued by the Institute of Company Secretaries of India, as the Secretarial Auditor for the secretarial audit for the financial year 2025-26 ended 31st March, 2026.

The Secretarial Audit Report given by Mr. M V Bhat, Practicing Company Secretary is attached herewith as Annexure-1 . It is informed that the report does not contain any qualification, reservation or adverse remarks or disclaimer, that may call for any explanation under Section 134 of the Act from the Board.

Board of Directors, Committees, Key Managerial Personnel and Senior Management Personnel

Board of Directors

During the year under review and on the date of this report, the composition of Board of Directors of the company is in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, the Articles of Association of the company as also the applicable provisions, if any, of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended.

During the year under review, the shareholders at the Annual General Meeting held on 23 rd September, 2025 , appointed Mr. H N Devakumar (DIN: 07586484) who retires by rotation in the meeting and being eligible offers himself for reappointment, as Managing Director (Designated Executive Director) of the Company with effect from 23rd September, 2025. His office shall be liable to retirement by rotation.

Independent Directors and Non- Executive Directors

During the year under review there was no change in the position of Independent Directors and Non-executive Director.

Disclosures by Directors

It is reported that during the year under review, the Directors have submitted notices of interest under Section 184[1] of the Companies Act, 2013 [the Act] and intimation under Section 164[2] of the Act. It is further reported that, none of the Directors of the company is serving as a Whole-Time Director in any other listed company and the number of their directorships is within the limits laid down under Section 165 of the Act.

It is also reported that in the opinion of the Board the Independent Directors are independent of the management and there has been no change in the circumstances affecting their status as Independent Directors of the company.

Director retiring by rotation

At the ensuing 10 th Annual General Meeting, pursuant to the provisions of Section 152 [6] of the Companies Act, 2013 and the applicable provisions of the Articles of Association of the company, Mr. Dharanendra H Gouda, Director (DIN: 07602434) retires by rotation and being eligible has offered himself for reappointment. The proposal for consideration by the members for reappointment of Mr. Dharanendra H Gouda as Whole- time Director (Designated Executive Director) retiring by rotation is included as ordinary business in the notice dated 25.05.2026 convening the 10 th Annual General Meeting.

Appointments and changes in the Key Managerial Personnel

It is reported that during the year under review, from the close of the year under review and up to the date of this report there are no changes in the Key Managerial Personnel.

Meetings of the Board of Directors

During the year under review, 11 meetings of the Board of Directors were held on 18.06.2025, 29.08.2025, 16.09.2025, 22.09.2025, 27.10.2025, 20.11.2025, 04.12.2025, 09.12.2025, 15.12.2025, 03.01.2026 and 17.02.2026 and the intervening gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013.

The details of attendance of the Directors at the meetings are as under.

Sl. No. Names and Designations	Meetings held During FY 2025-26	Meetings Attendance
1 Mr. H N Devakumar	11	11
2 Mr. Anil K N	11	11
3 Mr. Dharanendra H Gouda	11	11
4 Mr. Ramachandra S G	11	11
5 Ms. Suma Nagesh Uppin	11	11
6 Mr. Balappa B Madalageri	11	11

Committees of the Board

Audit Committee

The Audit Committee of the Company was constituted on 03 rd March, 2025 in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable guidelines.

The Members of the Audit Committee possess adequate financial and accounting expertise/exposure. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. During the year under review, two (2) meetings of the Audit Committee was held on 20.11.2025 and 17.02.2026.

The composition of the Audit Committee and the details of the meetings held and attended by the Members are as under:

Name and Designation	Status in Committee	Meetings Held	Meetings attended
Mr. G S Ramachandra-	Chairman	2	2
Independent Director
Ms. Suma Nagesh Uppin-	Member	2	2
Independent Director
Mr. H N Devakumar-	Member	2	2
Managing Director

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company was constituted on 03 rd March, 2025 in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable guidelines. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

During the year under review, no meeting of the Nomination and Remuneration Committee was held.

The composition of the Nomination and Remuneration Committee are as under.

Name and Designation	Status in Committee
Mr. G S Ramachandra- Independent Director	Chairman
Ms. Suma Nagesh Uppin- Independent Director	Member
Mr. Balappa Basappa Madalageri- Non-Executive	Member
Director

Stakeholders Relations Committee

The Stakeholders Relationship Committee was constituted on 03 rd March, 2025 by the Board of Directors in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable guidelines. The Company Secretary & Compliance Officer acts as the Secretary to the Committee.

During the year under review, no meeting of the Stakeholders Relationship Committee was held.

The composition of the Stakeholders Relations Committee are as under:

Name and Designation	Status in Committee
Mr. Balappa Basappa Madalageri- Non-Executive	Chairman
Director
Ms. Suma Nagesh Uppin- Independent Director	Member
Mr. G S Ramachandra- Independent Director	Member

CSR Committee

During the year under review, the Board constituted the Corporate Social Responsibility (CSR) Committee on 03rd January, 2026, in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. During the year under review, one (1) meeting of the CSR Committee was held on 03.01.2025.

The composition of the CSR Committee are as under:

Name and Designation	Status in Committee	Meetings Held	Meetings attended
Ms. Suma Nagesh Uppin -	Chairman	1	1
Independent Director
Mr. G S Ramachandra -	Member	1	1
Independent Director
Mr. H N Devakumar-	Member	1	1
Managing Director

General Meetings

It is reported that during the year under review, 09 th Annual General Meeting of the members was held on 23rd September, 2025. It is further reported that during the year under review, no Extraordinary General Meetings of the members were held.

Nomination and Remuneration Policy

As required under the provisions of Section 178 [3][e] of the Companies Act,2013 and the Rules made thereunder, the Nomination and Remuneration Policy are adopted by the Board. The said policy is available on the companys website at https://unisem.in/investors

Code of Conduct

The Board has laid down Code of Conduct for the Directors and the Senior Management Personnel [the SMPs] of the company. It is reported that all the Directors and the SMPs have affirmed their compliance with the Code of Conduct. The said policy is available on the companys website at https://unisem.in/investors

Prevention of Insider Trading

The Board has adopted the Code Conduct for Prohibition of Insider Trading [the Code] with a view to regulate trading in the equity shares of the company by the Directors and designated employees of the company. The Code requires pre-clearance for dealing in the companys equity shares and prohibits the purchase or sale of the companys equity shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. All the Directors and the designated employees have confirmed compliance with the Code. The said policy is available on the companys website at https://unisem.in/investors

Whistle- Blower Vigil Mechanism Policy

The company has Vigil Mechanism Whistle Blower Policy in line with the provisions of the Section 177 [9] of the Companies Act, 2013. This policy establishes a vigil mechanism for the Directors and employees to report their genuine concerns for actual or suspected fraud or violation of the companys code of conduct. The said mechanism also provides for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee. The said policy is available on the companys website at https://unisem.in/investors

Codes and policies in adherence to the SEBI [Listing Obligations and Disclosuress Requirements] Regulations, 2015

The Board has formulated various codes and policies mandated under various provisions of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015, as amended, which are placed on the companys website mandated formulation of certain policies for all the listed companies. The said policy is available on the companys website at https://unisem.in/investors

Disclosure on Non-Disqualification of Directors

Pursuant to Regulation 34(3) read with Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from Mr. M V Bhat, Practising Company Secretary, confirming that none of the Directors on the Board of the Company as on 31st March, 2025 have been debarred or disqualfied from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority. A copy of the said certificate forms part of this Annual Report as Annexure 2 .

CSR Initiatives

The CSR Policy and the details of CSR projects/activities approved by the CSR Committee and undertaken during the year under review are disclosed on the website of the company https://unisem.in/investors . The Annual Report on the CSR Activities a prescribed under Section

135 of the Act and the Companies [Corporate Social Responsibility] Rules, 2014 in Form CSR 2 is placed at Annexure-3 to this Report.

Particulars of loans, guarantees or investments

The details of loans, guarantees or investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the audited financial statements for the year under review.

Related Party Arrangements / Transactions

During the year under review, the transactions entered into with the related party, as per the provisions of Section 2 [76] and Section 188 of the Companies Act,2013 [the Act] and Rule 15 of the Companies [Meetings of Board and its Powers] Rules, 2014 [the Rules] , were in the ordinary course of business, on arms length basis and were in the interest of the company. The total value of Related party transactions under the review year is within the threshold limit recommended by the Board in its meeting held on 24.12.2024 and approved by Members of the company in its Extra-ordinary General Meeting held on 03.01.2025.

As required under the provisions of Section 134 [3] [h] of the Act read with Rule 8 [2] of the Companies [Accounts] Rules, 2014, the information regarding the transactions with the related party are given in Form No. AOC-2 in Annexure- 4 to this Report.

It is stated that the Policy on Materiality of Related Party Transactions and on Dealing with

Related Party Transactions as approved by the Board has been uploaded on the companys website https://unisem.in/investors

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given below:

a. Conservation of energy -

The energy requirement of the Company is minimal and the company has undertaken measures to conserve power wherever possible and every effort has been made to use energy effectively, prevent waste, and save resources.

b. Technology absorption - The Company has not imported any technology. c. The expenditure incurred on Research and Development NIL. d. Foreign Exchange earnings and outgoings:

Earnings- NIL Outgoings- NIL

Risk management policy and Insurance

Your company has put in place a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate them. The Risk Management Policy approved by the Board, is placed on the website of the company https://unisem.in/investors . It is further reported that all the immovable and movable assets of the company are adequately insured.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 [3] [c] read with Section 134 [5] of the Companies Act, 2013 [the Act] your Directors confirm that:

[a] in preparation of the annual financial statements for the financial year ended 31st March, 2026, thevapplicable accounting standards have been followed along with proper explanations relating tovmaterial departures;

[b] the Directors have selected such accounting policies and applied them constantly 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 2025-26 ended 31st March, 2026 and of the profit of the company for that period;

[c] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company as also for preventing and detecting frauds and other irregularities;

[d] the Directors have prepared financial statements for the financial year ended 31st March, 2026 on a going concern basis;

[e] the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

[f] the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Controls

Your company has adequate and efficient internal control systems, commensurate with the type and size of its operations are further supplemented by internal audits regularly carried out by the internal auditors and review of their reports by the audit committee as also review by the management from time to time. Your company has put in place proper internal control systems which provide protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal financial controls with reference to financial statements as designed and implemented by the company which are adequate and commensurate with size, scale and complexities of its operations. During the year under review, no material or serious observation has been received from the internal auditors of the company for inefficiency or inadequacy of such controls.

Corporate Governance Report

It is reported that pursuant to Regulation 15 [2] of SEBI [Listing Obligation and Disclosures Requirements] Regulation, 2015, as amended, the provisions of corporate governance report are not applicable to the company as it is listed to on the SME Platform of the Bomby Stock Exchange. Hence, corporate governance report is not required to be prepared by the company.

Management and Discussion Analysis Report

In compliance with the provisions of the Regulation 34 [2] and Schedule V of the SEBI [ Listing Obligations and Disclosures Requirements] Regulations, 2015 as amended, the Management Discussion and Analysis Report is annexed herewith as Annexure-5.

Annual Return

Pursuant to the provisions of Section 92 [3] and Section 134 [3] [a] of the Companies Act 2013, as amended, read with Rule 12 of the Companies [Management and Administration] Rules, 2014, as amended , the draft Annual Return for the Financial Year 2025-26 is available on the website of the company at https://unisem.in/investors .

Segment-wise Reporting

The company is operating into single reportable segment only.

Disclosures of Accounting Treatment

The financial results for the year under review i.e. the financial year 2025-26, have been prepared in accordance with the Companies [Indian Accounting Standards] Rules, 2015 [Ind AS] prescribed under Section 133 of the Companies Act,2013 read with the rules as applicable and other recognized accounting policies and practices to the extent applicable.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review the company does not have any subsidiary, joint venture or associate company. Therefore, company is not required to prepare the consolidated financial statements as required under the provisions of Section 129 [3] of the Companies Act,2013 and the Rules made thereunder.

Fixed Deposits

It is reported that during earlier years or during the year under review and upto the date of this report, the company has neither invited nor accepted deposits from the public or the members within the preview of Section 73 of the Companies Act, 2013 [the Act] read with the Companies [Acceptance of Deposits] Rules, 2014, [the Rules] and therefore, details mentioned in Rule 8 [5] [v] and [vi] of the Companies [Accounts] Rules , 2014 are not required to be given.

Secretarial Standards

It is reported that during the year under review, the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied.

Website

As per Regulation 46 of SEBI [Listing Obligations and Disclosures Requirements] Regulations 2015, as amended, the company has maintained a functional website https://unisem.in/investors and all the information, details, documents and codes and policies as mandated are placed on the website.

Significant/material orders passed by the Regulators/ Courts/ Tribunals

It is reported that during the year under review and upto the date of this report, no significant/material orders have been passed by the Regulators/ Courts/ Tribunals which impact the going concern status of the company or companys operations in future.

Disclosures as required under various provisions of the Companies Act, 2013 and the Rules made thereunder

The following Disclosures are made as required under various provisions of the Companies Act, 2013 [the Act] and the Rules made thereunder.

[1] During the year under review, the company has availed financial assistance from Banks and and as per the terms of their sanctions charge on the companys assets has been created.

[2] During the year under review, there have been no proceedings initiated against the company under Prohibition of Benami Property Transactions Act, 1988, as amended [formerly the Benami Transactions [Prohibition] Act, 1988] and the rules made thereunder.

[3] During the year under review, the company does not have any transactions with the companies struck off under Section 248 of the Act or Section 560 of the Companies Act, 1956.

[4] The company has filed its annual return and audited financial statements in Form MGT 7 and Form AOC 4 XBRL respectively with the Registrar of Companies, Karnataka.

[5] There have been no instances of any revision in the Boards Report or the financial statement, hence Disclosures under Section 131 [1] of the Act is not required to be made.

[6] The Company has not issued any shares to any employee, under any specific scheme, and hence, Disclosures under Section 67 [3] Act are not required to be made.

[7] The Company has not paid any commission to any of its Directors and hence, provision of Disclosures of commission paid to any Director as mentioned in Section 197 (14) of the Act is not applicable.

[8] The Company has not issued [a] any share with differential voting rights [b] sweat equity shares [c] shares under any employee stock option scheme and hence no disclosures are required to be made as per the Companies [Share Capital and Debentures] Rules, 2014.

[9] No application made and no proceedings are pending under the Insolvency and Bankruptcy Code, 2016, during the year under review and up to the date of this report.

[10] There are no instances of any One Time Settlement with any Bank, and therefore, 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, are not required to be given.

[11] The company has not purchased its own shares nor has given loans to any entity or individuals or employees for purchase of companys shares.

[12] In the paid-up share capital of the company, no shares have been held in trust for the benefits of employees, where the voting rights are not exercised directly by the employee and

[13] The company has not issued any type of preference shares, debentures, bonds or warrants.

Postal Ballot

During the year under review, no postal ballot was conducted by the company.

Registrar and Transfer Agent

KFin Technologies Limited [SEBI Registration No. NR000000221], having their office Selenium Tower B, Plot No.31-32 Gachibowli, Financial District Nanakramguda, Serilingampally Hyderabad 500 032, Telangana, India, are the Registrar and Share Transfer Agents of the company.

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013

The company has zero tolerance towards sexual harassment at the work place and has adopted the Policy on Prevention of Sexual Harassment at Work Place, in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal] Act, 2013 and the Rules made thereunder, which is placed on the website of the company https://unisem.in/investors

It is reported that at the beginning of the year under review, no complaint of sexual harassment was pending and no such complaint was received during the year.

Certificate under Regulation 17[8] of SEBI [Listing Regulations and Disclosures Requirements] Regulations, 2015

The Certificate under Regulation 17 [8] of the SEBI [Listing Obligations and Disclosures Requirements] Regulations, 2015 is placed at Annexure- 6 to this report.

Disclosures relating to remuneration of Directors, Key Managerial Personnel and particulars of employees:

The information required under Section 197 [12] of the Companies Act, 2013 read with Rule 5[1] Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of Directors, Key Managerial Personnel and employees are given in Annexure -7 annexed herewith.

Human Resources and Industrial Relations

The company has well trained workforce for various areas of its activities. The industrial relations in the companys plants and offices have been cordial throughout the year under report.

Maternity Benefit Act, 1961

The Company has complied with the provisions of Maternity Benefit Act 1961.

Acknowledgements

Your Directors wish to express their appreciation for the continued co-operation and support received during the year under report, from customers, vendors, business associates, government authorities, investors, Banks, Bombay Stock Exchange, National Securities Depository Limited, Central Depository Services [India] Limited and KFin Technologies Limited.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the officers, staff and workers of the company. Your Directors look forward for the continued support of every stakeholders in the future.

For and on behalf of the Board of Directors
Unisem Agritech Limited
Sd/-	Sd/-
H. N. Devakumar	Dharanendra H.G.
(Managing Director)	(Whole Time Director)
DIN: 07586484	DIN: 07602434
Date: 25.05.2026
Place: Ranebennur