Dear Members,
Dear Members,Your Directors are pleased to present the 36th Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2026.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Companys financial performance for the year ended March 31, 2026 is summarised below:
| Financial Results | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from Operations | 23,671.11 | 16,682.42 | 49,865.64 | 31,525.23 |
| Other Income | 119.15 | 85.55 | 166.97 | 102.23 |
| Total Income | 23,790.26 | 16,767.97 | 50,032.61 | 31,627.46 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense | ||||
| Less: Depreciation/Amortization | 197.76 | 185.45 | 411.69 | 374.61 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense | 444.55 | 448.85 | 1,666.25 | 1,253.01 |
| Less: Finance Costs | 131.53 | 258.71 | 604.49 | 643.39 |
| Profit /loss before Exceptional items and Tax Expense | 313.02 | 190.14 | 1,061.76 | 609.62 |
| Add/(less): Exceptional items | 0 | 0 | 0 | 0 |
| Profit / (Loss) before Tax Expense | 313.02 | 190.14 | 1,061.76 | 609.62 |
| Less: Tax Expense | ||||
| (a) Current tax | 103.09 | 4.82 | 330.93 | 104.30 |
| (b) Prior period tax | 57.91 | 0.39 | 57.91 | 0.39 |
| (c) Deferred tax | (29.41) | 49.21 | (53.87) | 62.68 |
| Profit / (Loss) for the year | 181.43 | 135.72 | 726.79 | 442.25 |
| Share of profit/loss of associates | 0 | 0 | 3.26 | 3.26 |
UNISON METALS LIMITED
| Profit /loss for the year (1) | 181.43 | 135.72 | 730.05 | 445.51 |
| Add: Comprehensive Income/ loss for the year (2) | (2.20) | 3.40 | (3.86) | (4.98) |
Total Comprehensive Income (1+2) |
179.23 |
139.12 |
726.19 |
440.53 |
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2026 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.
TRANSFER TO RESERVES
During the year under review, Company has transferred Rs. 179.23/- Lakhs to reserves.
STATE OF COMPANY AFFAIRS
During the year under review, company made Total Income of Rs. 23,790.26/- (in Lakhs) as against Rs. 16,767.97/- (in Lakhs) in the previous year. The company has made Profit before Depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs. 642.31/- (in Lakhs) against profit of Rs. 634.30/- (in Lakhs) in the previous year in the financial statement.
Your Company made net profit of Rs. 181.43/- (in Lakhs) as against net profit of Rs. 135.72/- (in Lakhs) in the previous year in the financial statement.
CAPITAL STRUCTURE
Authorised Share Capital:
During the year under review, the Authorised Share Capital of the Company was altered pursuant to the approval accorded by the Members by way of an Ordinary Resolution at the Annual General Meeting held on September 29, 2025, whereby each of the 3,42,50,000 (Three Crores Forty-Two Lakhs Fifty Thousand) fully paid-up Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each was sub-divided into 10 (Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each, fully paid-up.
Accordingly, as at March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only), comprising Rs. 34,25,00,000/- (Rupees Thirty-Four Crores Twenty-Five Lakhs Only) divided into 34,25,00,000 (Thirty-Four Crores Twenty-Five Lakhs) Equity Shares of the face value of Re. 1/- (Rupee One Only) each and Rs. 75,00,000/- (Rupees Seventy-Five Lakhs Only) divided into 7,50,000 (Seven Lakhs Fifty Thousand) Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each.
Paid Up Share Capital:
During the year under review, the Company allotted 1,36,01,287 (One Crore Thirty-Six Lakhs One Thousand Two Hundred and Eighty-Seven) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 25/- (Rupees Twenty-Five Only) per Equity Share by way of a Rights Issue, pursuant to the approval accorded by the Board of Directors at its meeting held on July 12, 2025.
Consequent to the aforesaid allotment, the Paid-up Share Capital of the Company stood at Rs. 29,62,22,870/- (Rupees Twenty-Nine Crores Sixty-Two Lakhs Twenty-Two Thousand Eight Hundred and Seventy Only), comprising 2,96,22,287 (Two Crores Ninety-Six Lakhs Twenty-Two Thousand Two Hundred and Eighty-Seven) fully paid-up Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each.
Subsequently, pursuant to the approval accorded by the Members by way of an Ordinary Resolution at the Annual General Meeting held on September 29, 2025, the Paid-up Share Capital of the Company was sub-divided, whereby each of the 2,96,22,287 (Two Crores Ninety-Six Lakhs Twenty-Two Thousand Two Hundred and Eighty-Seven) fully paid-up Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each was sub-divided into 10 (Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each, fully paid-up.
In this regard, the Company fixed November 28, 2025 as the Record Date for determining the eligibility of the shareholders for the said sub-division of Equity Shares. Pursuant to the said subdivision, the revised number of Equity Shares were duly credited to the respective demat accounts of the eligible shareholders through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on November 29, 2025.
Accordingly, as at March 31, 2026, the Paid-up Share Capital of the Company stood at Rs. 29,62,22,870/- (Rupees Twenty-Nine Crores Sixty-Two Lakhs Twenty-Two Thousand Eight Hundred and Seventy Only), comprising 29,62,22,870 (Twenty-Nine Crores Sixty-Two Lakhs Twenty-Two Thousand Eight Hundred and Seventy) fully paid-up Equity Shares of the face value of Re. 1/- (Rupee One Only) each.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
UNISON METALS LIMITED
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors Report.
ALTERATION OF MEMORANDUM OF ASSOCIATION
During the year under review, the Company altered its Memorandum of Association pursuant to the approval accorded by the Members by way of an Ordinary Resolution at the Annual General Meeting held on September 29, 2025, whereby each of the 3,42,50,000 (Three Crores Forty-Two Lakhs Fifty Thousand) fully paid-up Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each was subdivided into 10 (Ten) Equity Shares of the face value of Re. 1/- (Rupee One Only) each, fully paid-up.
ALTERATION OF ARTICLES OF ASSOCIATION
During the year under review, there is no alteration made in Article of Association (AOA) of the Company.
LISTING FEES WITH STOCK EXCHANGE
The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
During the year under review, the Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
The Company has one subsidiary named M/s. Chandanpani Limited (Formerly known as Chandanpani Private Limited) as on March 31, 2026. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the director report of the Company in Annexure I.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company i.e. www.unisongroup.net.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Appointment/ Re-Appointment:
During the year under review, the company has not appointed any new director on its board.
Retire by Rotation:
Mr. Maheshbhai Vishandas Changrani (DIN: 00153615), Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
Cessation:
During the year under review, there is no cessation of director from the Board.
Independent Directors:
The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:
Mr. Narendra Thakkar
Ms. Deepali Malpani
Mr. Himanshu Rampal Chokhda
Key Managerial Personnel:
| Name of Director | Designation |
| Rashi Tirth Mehta | Managing Director |
| Maheshbhai Vishandas Changrani | Whole time Director |
| Roshan Gulabchand Bothra | Chief Financial Officer |
| Mitaliben Ritesh Patel | Company Secretary & Compliance Officer |
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. These declarations have been placed before and noted by the Board.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the financial year
ended on March 31, 2026, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
b) They have selected such accounting policies and applied them 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 March 31, 2026 and
of the profit of the Company for that period;
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 internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of the meetings of Board of directors and its Committees convened during the Financial Year 2025-26 are set out in the Corporate Governance Report, which forms part of this Report.
BOARD COMMITTEES
The Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
Audit Committee
Stakeholders Grievances and Relationship Committee
Nomination and Remuneration Committee
Further, the Company constituted the Rights Issue Committee on March 05, 2025, with the objective of overseeing, coordinating and facilitating the various activities and compliances in connection with the Rights Issue of Equity Shares undertaken by the Company. The Committee was entrusted with such powers and responsibilities as may be necessary for the effective implementation and completion of the Rights Issue, including taking necessary decisions and actions in relation thereto, subject to the approvals of the Board of Directors and applicable laws and regulations. Upon completion of the Rights Issue process and fulfilment of the related requirements, the Rights Issue Committee was dissolved with effect from February 14, 2026, as its purpose and mandate had been duly accomplished.
The details with respect to the compositions, powers, terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (KMP) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors, Key Managerial Personnel and other. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel. The Nomination and Remuneration Policy is also available on the website of the Company www.unisongroup.net in the head of Policies.
CODE OF CONDUCT
For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2026 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.unisongroup.net.
FOR PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company.
Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.
VIGIL MECHANISM
The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behavior, fraud or violation of the Companys Code of Conduct/ ethics/ principles and matters specified in the Policy.
The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.unisongroup.net. The Policy ensures complete protection to the whistle-blower and follows a zero-tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.
During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Companys Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.
BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.
The Board sought the feedback of Directors on various parameters including:
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
1. For Non-Executive & Independent Directors:
Knowledge Professional Conduct Comply Secretarial Standard issued by ICSI Duties,
2. For Executive Directors:
Performance as leader Evaluating Business Opportunity and analysis of Risk Reward Scenarios Key set investment goal Professional conduct and integrity Sharing of information with Board. Adherence applicable government law
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made there under, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The composition of Internal Complaints Committee is as follows:
| Sr. No. | Name of the Member | Designation |
| 1. | Ms. Mitaliben Ritesh Patel | Company Secretary |
| 2. | Mrs. Rashi Tirth Mehta | Managing Director |
| 3. | Mr. Tirth Uttam Mehta | Director |
| 4. | Mr. Roshan Gulabchand Bothra | CFO |
During the year under review, there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 details of which form the part of Corporate Governance Report. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.
MATERNITY BENEFIT ACT 1961:
The Company has complied with all the provisions of the Maternity Benefit Act, 1961.
AUDITORS
STATUTORY AUDITORS:
In the 34th Annual General Meeting (AGM) held on September 21, 2024 M/s. Purushottam Khandelwal & Co, Chartered Accountants (ICAI Firm No. 123825W) were appointed as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company in the year 2029. The Company has received letter from M/s. Purushottam Khandelwal & Co, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013.
The Standalone and Consolidated Auditors Report for the financial year ended on March 31, 2026 have been provided in "Financial Statements" forming part of this Annual Report.
The report of the Statutory Auditor has not made any adverse remarks in their Audit Report except qualified opinion on The Groups investment in the Chandanpani Enterprise (the "Associate"), an associate accounted for by the equity method, is carried at Rs. 198.89 Lacs on the consolidated balance sheet as at March 31, 2026, and the Companys share of the Associates net profit of Rs. 3.26 Lacs is included in the Companys income for the year then ended. The Associate has an investment in a foreign entity which is carried at Rs. 198.89 Lacs in its accounts as at March 31, 2026. We were unable to obtain sufficient appropriate audit evidence about the fair value of Associates investment in the foreign entity as at March 31, 2026 because of unavailability of its financial information. Consequently, we were unable to determine whether any fair value adjustments to the carrying amount of the foreign entity were necessary. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITORS:
In terms of Section 138 of the Companies Act, 2013, M/s. Susheel Ajmera & Co. (FRN: 034123C) has been appointed on 30th May, 2025 as the internal auditor of the company for the Financial Year 2025-26. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.
SECRETARIAL AUDITOR:
Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company, at its 35th Annual General Meeting ("AGM") held on September 29, 2025, appointed M/s. G R Shah & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a consecutive period of five (5) years, commencing from FY 2025-26 up to FY 2029-30.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed to this Directors Report as Annexure II and forms an integral part of this Annual Report.
The Secretarial Audit Report for the financial year ended March 31, 2026, does not contain any adverse remarks, except for the following observation:
a) Confirmation regarding change in Promoter and Public Shareholding
BSE had sought confirmation regarding the change in the Promoter and Public Shareholding as compared to the previous quarter for the quarter ended December 31, 2025.
Reply: The Company provided clarification to BSE that, during the period under review, the Company undertook a sub-division/split of its equity shares, whereby 1 (one) equity share having a face value of Rs. 10/- each, fully paid-up, was sub-divided into 10 (ten) equity shares having a face value of Re. 1/- each, fully paid-up.
Pursuant to the said sub-division, NSDL and CDSL allotted a new ISIN, i.e., INE099D01026, for the equity shares having a face value of Re. 1/- each, with effect from the Record Date, i.e., November 28, 2025. The sub-division of equity shares was duly approved by the members of the Company at the 35th Annual General Meeting held on September 29, 2025.
The aforesaid change was duly reflected and disclosed in the Shareholding Pattern filed with BSE in XBRL format.
b) Difference in Shareholding Figures and Reduction in Number of Promoters
BSE sought clarification regarding: (i) the difference in the percentage of Category A, B, C or Grand Total exceeding 5%, wherein the total of Category A in the current quarter was 8,613,434 as against 8,268,434 in the previous quarter; the total of Category B in the current quarter was 21,008,853 as against 7,752,566 in the previous quarter; and the Grand Total in the current quarter was 29,622,287 as against 16,021,000 in the previous quarter; (ii) the difference in the percentage of Categories A, B or C2 exceeding 5% in the Promoter Group under the category "Indian - Any Other (Specify)", namely Meghjyoti Impex Private Limited; and (iii) the reduction in the number of Promoters as compared to the previous quarter, along with the reason for such reduction.
Reply: The Company provided clarification to BSE that the increase in the number of shares during the quarter was on account of the allotment of 1,36,01,287 Rights Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 25/- per Rights Equity Share, pursuant to the approval granted by the Board of Directors at its meeting held on July 12, 2025. The outcome of the Board Meeting and the relevant Board Resolution were duly submitted to BSE in support of the Rights Issue.
Further, the reduction in the number of Promoters was due to the approval received from BSE on September 26, 2025, for the reclassification of shareholders from the Promoter/Promoter Group category to the Public category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company duly intimated BSE regarding the said approval.
c) Submission of Auditors Report instead of Limited Review Report for the Quarter Ended June 30, 2025
BSE communicated that, in respect of the quarter ended June 30, 2025, the Company had submitted the Standalone Auditors Report instead of the Standalone Limited Review Report and the Consolidated Auditors Report instead of the Consolidated Limited Review Report, as required under SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.
Reply: The Company subsequently submitted the revised Standalone and Consolidated Limited Review Reports and provided clarification to BSE that the discrepancy had occurred inadvertently. The Company regretted the oversight and, in compliance with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, submitted the correct Standalone and Consolidated Limited Review Reports for the quarter ended June 30, 2025.
d) Submission of Auditors Report instead of Limited Review Report and Discrepancy in Face Value Figures for the Quarter Ended September 30, 2025
BSE communicated the following observations in respect of the quarter ended September 30, 2025:
(i) the Standalone Auditors Report was submitted instead of the Standalone Limited Review Report;
(ii) the face value figures reported in XBRL were required to be confirmed and the correct figures resubmitted; and
(iii) the Consolidated Auditors Report was submitted instead of the Consolidated Limited Review Report.
Reply: The Company subsequently submitted the revised Standalone and Consolidated Limited Review Reports and provided clarification to BSE that the discrepancy had occurred inadvertently. The Company regretted the oversight and, in compliance with SEBI Circular No. 2025, approved the sub-division/split of the existing equity shares of the Company, whereby 1 (one) equity share having a face value of Rs. 10/- (Rupees Ten Only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having a face value of Re. 1/- (Rupee One Only) each, fully paid-up.
The Record Date for the said sub-division was fixed as November 28, 2025, for determining the eligibility of shareholders for the sub-division of equity shares. Accordingly, each existing equity share of face value of Rs. 10/- (Rupees Ten Only) was sub-divided into 10 (ten) equity shares of face value of Re. 1/- (Rupee One Only) each. The said equity shares were credited in dematerialized form under ISIN INE099D01026, being the new ISIN allotted pursuant to the sub-division, with effect from November 28, 2025.
Accordingly, the Company confirmed that the face value of its equity shares was Rs. 10/- (Rupees Ten Only) per share as on September 30, 2025.
e) Delayed Disclosure under Regulation 31A(8)(c) of the SEBI (LODR) Regulations, 2015
BSE observed that the Company had not submitted, within twenty-four hours from the date of application, the disclosure regarding the application seeking no-objection/approval of the recognized stock exchanges for reclassification of the status of certain shareholders from Promoter/Promoter Group to Public, as required under Regulation 31A(8)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Reply: The Company subsequently submitted the requisite disclosure under Regulation 31A(8)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, immediately upon receiving the communication from BSE.
The Company clarified to BSE that the delay in making the disclosure was purely inadvertent and occurred due to a lack of awareness and understanding of the specific requirement prescribed under the said sub-regulation. The Company further confirmed that there was no mala fide intention in not making the disclosure within the prescribed timeline and assured that necessary care and adequate measures would be taken to ensure timely compliance with the applicable regulatory requirements in future.
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.
SECRETARIAL STANDARDS
The Company has devised and implemented proper systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and has complied with the applicable provisions thereof during the financial year under review.
ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2025-26 will be available on the website of the Company (www.unisongroup.net). The due date for filing annual return for the financial year 2025-26 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.unisongroup.net) as is required in terms of Section 92(3) of the Companies Act, 2013.
CORPORATE GOVERNANCE REPORT
Pursuant to the Regulation 34(3) read with Schedule V Part C of the Listing Regulations, a "Report on Corporate Governance" is given separately, forming part of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V, Part E of the Listing Regulations, the Certificate from M/s. G.R Shah & Associates, Practicing Company Secretary, Ahmedabad confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan, guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 3, 6 to the standalone financial statement).
LOANS FROM DIRECTOR/RELATIVE OF DIRECTOR
The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. 11.42/- (in Lakhs) and at the close of year were Rs. 5.81/- (in Lakhs).
The Funds has been given out of Directors owned Funds and is not being given out of funds acquired by borrowing from others.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered during the financial year ended on 31st March, 2026 were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were no Related Party Transactions made by the Company during the year that required shareholders approval.
The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure IV of this Director Report for the F.Y 2025-26.
Details of other related party transactions have been included in Note 28 to the standalone financial statements and Note 28 to the consolidated financial statements. The Policy on the Related Party Transactions is available on the Companys website at www.unisongroup.net.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
| Name | Ratio to remuneration median | % increase in remuneration in the financial year |
Executive Director |
||
| Maheshbhai Changrani | 3.43 | - |
| Rashi Tirth Mehta | 13.20 | 43.92 |
| Tirth Uttam Mehta | 13.20 | - |
Chief Financial Officer |
||
| Roshan Gulabchand Bothra | 4.11 | 5.70 |
Company Secretary |
||
| Mitaliben Ritesh Patel | 1.52 | - |
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure V.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.
INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is to be given only by top 1000 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2026.
MAINTENANCE OF COST RECORD
In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records. Cost records are made and maintained by the Company as required under Section 148(1) of the Act.
DEMATERIALISATION
The ISIN allotted to the Company for its Equity Shares of face value of Rs. 10/- each, fully paid-up, was INE099D01018, effective up to November 27, 2025.
Pursuant to the approval of the Members at the 35th Annual General Meeting held on September 29, 2025, the Company undertook a sub-division of 1 (one) Equity Share of face value of Rs. 10/- each into 10 (ten) Equity Shares of face value of Re. 1/- each, fully paid-up. The Record Date for the subdivision was November 28, 2025.
Pursuant to the sub-division, the Equity Shares were credited in dematerialized form under the new ISIN INE099D01026, effective from November 28, 2025.
INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
ACKNOWLEDGMENTS
The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.
| PLACE: AHMEDABAD DATE: 04.09.2026 |
| By Order of the Board For,UNISON METALS LIMITED |
| Sd/- |
| Maheshbhai Changrani Wohletime Director DIN:00153615 |
| Sd/- |
| Rashi Tirth Mehta Managing Director DIN:10697866 |
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