United Leasing & Industries Ltd Directors Report

1. FINANCIAL RESULTS:

The summarized financial results of the Company for the year ended 31st March, 2026 and for the previous year ended 31st March, 2025 are as follows:

(Amount in Lacs.)

Particulars	31st March, 2026	31st March, 2025
Revenue from Operations	714.14	785.28
Other Income	7.05	18.65
Total Revenue	721.19	803.93
Total Expenses	703.90	787.19
Profit / (loss) before exceptional and extraordinary items and tax	17.29	16.74
Exceptional Items	10.08	-
Profit / (loss) before tax	7.21	16.74
Tax Expenses
-Current Tax	1.88	1.63
-Adjustments of tax relating to earlier periods	2.39	2.09
-Deferred tax expense / (credit)	-	1.75
Profit / (Loss) for the year	2.95	11.26
Earnings Per Share
-Basic	0.10	0.38
-Diluted	0.10	0.38

2. STATE OF AFFAIRS OF THE COMPANY:

During FY 2025-26, the Company recorded Revenue from Operations of 714.14 Lakhs, as compared to 785.28 Lakhs in FY 2024-25. The Profit Before Tax stood at 7.21 Lakhs as against 16.74 Lakhs in the previous year, while Profit After Tax stood at 2.95 Lakhs as compared to 11.26 Lakhs in FY 2024-25.

The Company remains focused on strengthening its position in the specialty segment, with particular emphasis on its embroidery business. The Company is undertaking strategic initiatives to enhance operational capabilities, strengthen customer relationships and explore opportunities for business expansion. These initiatives are aligned with the Companys long-term vision and are expected to support improved business momentum and contribute to sustainable growth in the coming years.

3. SHARE CAPITAL:

During the year under review, there was no change in the issued, subscribed and paid-up equity share capital of the Company.

As on 31st March, 2026, the Authorised Share Capital of the Company stood at ?10,00,00,000 (Rupees Ten Crore only), comprising 1,00,00,000 (One Crore) Equity Shares of ?10 each.

As on 31st March, 2026, the Paid-up Share Capital of the Company stood at ?3,00,00,000 (Rupees Three Crore only), comprising 30,00,000 (Thirty Lakh) Equity Shares of ?10 each, fully paid-up.

4. DIVIDEND:

The Board of Directors, after considering the financial performance and future requirements of the Company, has not recommended any dividend for the financial year ended 31st March, 2026.

5. RESERVE:

The Board of Directors has decided to retain the entire profit for the year in the Statement of Profit and Loss. Accordingly, no amount has been transferred to any specific reserve during the financial year ended 31st March, 2026.

6. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosure requirements prescribed under the applicable provisions of the Act and Rules relating to deposits do not arise.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the financial year under review, there were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. The Board continues to monitor the operating environment and remains focused on strengthening the Companys operations and pursuing opportunities for sustainable growth.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), as issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31st March, 2026:

2023

DIN No./ ACS No.	Name of the Director/KMP	Designation	Date of Appointment	Date of Resignation
01251582	Ashish Khanna	Managing Director	11/10/2023	-
01860038	Aditya Khanna	Executive Director	11/10/2023	-
00207839	Anil Kumar Khanna	Non-Executive Non-Independent Director	11/05/2020	-
09521320	Sonia Vaid	Independent Director	29/05/2025	-
09821671	Karm Sawhney	Additional Director in the category of Independent Director	12/11/2025	-
A74852	Manav Kamra	Company Secretary and Compliance Officer	05/12/2024	-
AAOPK3222A	Ashish Khanna	Chief Financial Officer	29/05/2025	-

CHANGE IN THE COMPOSITION OF THE BOARD OF DIRECTORS DURING THE RELEVANT PERIOD:

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

1. Mr. Deepak Gupta, Independent Director of the Company, resigned from the office of Independent Director with effect from 14th May, 2025.

2. Ms. Kavita Kumari, Independent Director of the Company, resigned from the office of Independent Director with effect from 14th May, 2025.

3. Ms. Sonia Vaid was appointed as an Additional Director in the category of Independent Director with effect from 29th May, 2025.

4. Mr. Harish Rawat, resigned from the office of Director of the Company, with effect from May 29, 2025.

5. Mr. Anil Kumar Khannas designation was changed to Non-Executive Non-Independent Director with effect from 29th May, 2025.

6. Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on 30th September, 2025.

7. Ms. Sonia Vaid (DIN: 09521320) was regularised and appointed as an Independent Director of the Company at the Annual General Meeting held on 30th September, 2025.

8. Mr. Karm Sawhney was appointed as an Additional Director in the category of Independent Director with effect from 12th November, 2025.

Except as stated above, there was no other change in the composition of the Board of Directors of the Company during the financial year under review.

CHANGE IN KEY MANAGERIAL PERSONNEL DURING THE RELEVANT PERIOD:

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company:

1. Mr. Harish Rawat resigned from the office of Chief Financial Officer with effect from 29th May, 2025.

2. Mr. Ashish Khanna was appointed as the Chief Financial Officer (CFO) of the Company with effect from 29th May, 2025.

Except as stated above, there was no other change in the Key Managerial Personnel of the Company during the financial year under review.

The Board places on record its appreciation for the valuable contribution and services rendered by the Directors and Key Managerial Personnel who ceased to hold office during the year and welcomes the Directors and KMP who joined the Company during the year.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Aditya Khanna (DIN: 01860038), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment as a Director of the Company.

Mr. Anil Kumar Khanna (DIN: 00207839) was the Director who retired by rotation at the Annual General Meeting of the Company held on 30th September, 2025 and, being eligible, was re-appointed as a Director of the Company by the Members at the said Annual General Meeting.

The Board of Directors, has recommended the re-appointment of Mr. Aditya Khanna (DIN: 01860038) as a Director liable to retire by rotation for consideration and approval of the Members at the ensuing Annual General Meeting.

The requisite details of Mr. Aditya Khanna, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings, are provided in the Notice convening the ensuing Annual General Meeting and form part of this Annual Report.

12. DIVERSITY OF THE BOARD:

The Company believes that diversity is important to the work culture at any organization. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

13. MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and take a view of the Companys policies, strategy and other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 5 times during the financial year ended March 31, 2026, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

05 Board Meetings were held as under:

Date of Meetings	Board Strength	No. of Directors present
29th May, 2025	05	05
13th August, 2025	05	05
02nd September, 2025	05	05
12th November, 2025	05	05
13th February, 2026	05	05

The strength of Board of Directors as on March 31, 2026 were 5 Directors. The Board comprises of One Managing Director, One Executive Director, One Non-Executive Director and Two Independent Directors.

Attendance of Directors at Board Meetings held during FY 2025-26 and at the 41st AGM

Name of Directors	DIN	Category of Directorship	Attendance Board Meeting	41st AGM 30/09/2025
Mr. Ashish Khanna	01251582	M.D.	5	Yes
Mr. Aditya Khanna	01860038	E.D.	5	Yes
Mr. Anil Kumar Khanna	00207839	N.E.D.	5	Yes
*Mrs. Sonia Vaid	09521320	I.D.	5	Yes
**Mr. Karm Sawhney	09821671	I.D.	1	Yes
*** Mr. Suman Kapur	00590936	I.D.	4	No

*Ms. Sonia Vaid (DIN: 09521320) was regularised and appointed as an Independent Director of the Company at the Annual General Meeting held on 30th September, 2025.
**Mr. Karm Sawhney was appointed as an Additional Director in the category of Independent Director with effect from 12th November, 2025.
***Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on 30th September, 2025.

E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director. NED- Non-Executive Director

14. MEETINGS OF INDEPENDENT DIRECTORS:

The Companys Independent Directors meet at least once in every year without the presence of Non-Independent Directors and Management Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the other Independent Directors. Independent Directors take appropriate steps to present their views to the Board.

The Independent directors met One time during the financial year 2025-26 on Wednesday, 12th November, 2025.

15. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section, forming part of the Annual Report as an Annexure A under the board report.

16. RELATED PARTY TRANSACTIONS:

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of related party transactions are disclosed in the notes forming part of the financial statements.

Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-B under the board report.

17. CFO CERTIFICATION

As required under SEBI (Listing Obligations and Disclosure Requirements) Rules 2015, the Chief Financial Officer have furnished necessary certificate to the Board on the financial statements presented for the year ended 31st March 2026. The Certificate s is annexed as to the Report as per Annexure C.

18. AUDITOR AND AUDITORS REPORT

Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act, 2013, M/S. RK Bhalla & Co., Chartered Accountants (Firm Registration No.024798N) are the Statutory Auditors of the Company. They were appointed as the Statutory Auditors of the Company in the 40th Annual General Meeting for a period of 5 years i.e. till the conclusion of 45th Annual General Meeting to be held in the financial year 2029.

The Statutory Auditors of the Company, in their Report on the Audited Financial Statements for the financial year ended 31st March, 2026, have expressed a qualified opinion in respect of the matter stated therein. The details of the Audit Qualification and the Managements response thereto are set out below:

Sr. No. Auditors Qualification/Observation

Managements Response

1. The Company has adopted the revaluation model for its land parcel. However, it is difficult for the Management to determine the correct value of the land as at 31st March, 2026, owing to uncertainties relating to the valuation of the land. The land parcel may fall under green belt area and/or road widening area, pursuant to which the Company may receive a settlement/compensation value for the land, which may differ from its fair value. As per the report of the external expert, the value of the land as at 31st March, 2026 is Rs. 357.05 lakhs.

The Management believes that the valuation of the land determined by the external registered valuer represents the best estimate of the value of the land currently available to the Company, based on the information and circumstances existing as at 31st March, 2026. However, the exact impact, if any, arising from the aforesaid uncertainties cannot be determined at this stage due to pending clarity regarding the classification of the land, applicable regulatory restrictions, and the possible compensation/settlement terms that may be determined by the concerned authorities. The Management shall continue to monitor the matter and evaluate the impact, if any, upon receipt of further

The Board of Directors has taken note of the observations/qualification made by the Statutory Auditors and is committed to taking appropriate steps to address the matters highlighted in the Audit Report. The Management shall continue to assess the position and take necessary actions, as may be appropriate, based on the developments in the matter.

Secretarial Auditors:

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Sumit Bajaj & Associates, a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2025-26.

In accordance with the provisions of Section 204 of the Act, M/s Sumit Bajaj & Associates conducted the secretarial audit for the financial year ended 31 March 2026. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure D and forms part of the Directors Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors:

M/s Pankaj Sachdeva & Co., (Firm Registration No. 039532N) was appointed as Internal Auditor of the Company for the financial year 2025-2026 on August 13th, 2025 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility are not applicable to the Company during the financial year 2025-26, as the Company does not meet the prescribed criteria for applicability of the said provisions.

20. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

21. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with the applicable rules, the Annual Return of the Company in Form MGT-7 is available on the website of the Company at https://www.ulilltd.com/.

22. INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to impair or impact their ability to discharge their duties with an objective of independent judgment. The Board has taken on record the declarations submitted by the Independent Directors.

23. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)(e) AND SECTION 178(3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at https://www.ulilltd.com/.

The Objective of the Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

24. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions specified therein are not applicable to the Company, as the paid-up equity share capital and net worth of the Company are within the prescribed limits.

As at March 31, 2026, the paid-up equity share capital of United Leasing and Industries Limited was 3,00,00,000/- (Rupees Three Crore Only) and the net worth was 2,93,42,635/- (Rupees Two Crore Ninety-Three Lakh Forty-Two Thousand Six Hundred Thirty-Five Only).

Accordingly, the Company is exempt from compliance with the applicable corporate governance provisions under Regulation 15(2) of the SEBI LORD Regulations, 2015.

25. DEMATERIALISATION OF SHARES:

The shares in the Company are under compulsory dematerialized trading. The Companys ISIN No. is INE357P01014. The number of shares dematerialized as on 31.03.2026 are as follows:

NSDL : 1081739 Shares
CDSL : 101244 Shares

26. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee
Nomination and Remuneration Committee
Stakeholder Relationship Committee

AUDIT COMMITTEE:

The Audit Committee comprises of three (3) members, two (2) of them are independent non-executive directors and one (1) is executive director. The Committees composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

Composition of the Audit Committee

The committee comprises the following directors as on 31st March, 2026:

Name	Designation	Chairperson/ Member	No. of meeting(s) attended
Mr. Karm Sawhney	Independent Director (Appointed as Chairperson w.e.f. 12th November, 2025)	Chairperson	1
Ms. Sonia Vaid	Independent Director (Appointed as member w.e.f. 29th May, 2025)	Member	4
Mr. Ashish Khanna	Managing Director (Appointed as member w.e.f. 29th May, 2025)	Member	4
*Mr. Suman Kapur	Independent Director (ceased w.e.f. 30th September, 2025)	Chairman	3
*Mr. Harish Rawat	Executive Director (Resigned w.e.f. 29th May, 2025.)	Member	1

Mr. Deepak Gupta resigned from the office of Independent Director with effect from May 14, 2025. Mr. Harish Rawat, resigned from the office of Director of the Company, with effect from May 29, 2025. Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on September 30, 2025. The above table includes Directors who served on the Audit Committee during the financial year and reflects the changes in its composition during the year.

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;
ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;
iii. To examine the financial statement and the auditors report thereon;
iv. To approve or any subsequent modification of transactions of the company with related parties;
v. To conduct scrutiny of inter-corporate loans and investments;
vi. To evaluate undertakings or assets of the company, wherever it is necessary;
vii. To evaluate internal financial controls and risk management systems;

1. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.
x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2025-2026 Five (5) meeting of Audit Committee were held as under:

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent/non independent directors. The Committees composition and terms of reference meet with requirements of Section 178 of the Companies Act, 2013 and Listing Regulations. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2026:

Name	Designation	Chairperson /Member	No. of meeting(s) attended
Mr. Karm Sawhney	Independent Director (Appointed as Chairperson w.e.f. 12th November, 2025)	Chairperson	1
Ms. Sonia Vaid	Independent Director (Appointed as member w.e.f. 29th May, 2025)	Member	2
Mr. Anil Kumar Khanna	Non-Executive Director (Designation was changed to Non-Executive Non-Independent Director w.e.f. 29th May, 2025)	Member	2
*Mr. Suman Kapur	Independent Director (ceased w.e.f. 30th September, 2025)	Chairperson	1

Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on September 30, 2025. Mr. Deepak Gupta resigned from the office of Independent Director with effect from May 14, 2025. Ms. Kavita Kumari, Independent Director of the Company, resigned from the office of Independent Director with effect from May 14, 2025.

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2025-2026 Two (2) meeting of Nomination and Remuneration Committee were held as under:-

29th May,2025
12th November,2025

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Listing Regulations. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters connected with transfer of Companys Securities and to resolve concerns/complaints/ grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2026:

Name	Designation	Chairperson/ Member	No. of meeting(s) attended
Mr. Karm Sawhney	Independent Director	Chairperson	1
Mr. Anil Kumar Khanna	Non-Executive Director	Member	1
Mr. Ashish Khanna	Managing Director	Member	1

* Mr. Harish Rawat, Director of the Company, resigned from the office of Chief Financial Officer with effect from May 29, 2025.
* Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on September 30, 2025.

1 The designation of Mr. Anil Kumar Khanna was changed to Non-Executive Non-Independent Director with effect from May 29, 2025.

During the financial year 2025-2026 One (1) meeting of Stakeholders Relationship Committee were held as under:

12th November, 2025

SHARE TRANSFER/TRANSMISSION COMMITTEE

Board of Directors of the company in its meeting dated 12th November, 2025 constituted the Share Transfer/ Transmission Committee which comprises of following members as on date:

Name	Designation	Chairperson/Member
Mr. Ashish Khanna	Managing Director	Chairperson
Mr. Karm Sawhney	Independent Director	Member
Mr. Aditya Khanna	Executive Director	Member

* Mr. Suman Kapur (DIN: 00590936) ceased to be an Independent Director upon completion of his tenure at the Annual General Meeting held on September 30, 2025.

27. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

28. PERFORMANCE EVALUATION:

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board processes, Board dynamics, etc. The Independent Directors at their separate meeting also evaluated the performance of Board as whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as whole was satisfactory.

Committees of the Board:

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Share Transfer/ Transmission Committee was evaluated by the Board having regard to various criteria. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

Relevant expertise; Attendance of Directors in various meetings of the Board and its Committees; Effective participation in decision making process; Objectivity and independence; Level of awareness and understanding of the Companys business; Professional conduct of the directors in various meetings of the Board and its committees; Compliance with the Code of Conduct of the Company; Ability to act in the best interest of the Company.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013, Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been denied access to the Audit Committee.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, the Company had less than ten employees and accordingly, the requirement for constitution of an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was not applicable to the Company. During the year, no complaint of sexual harassment was received by the Company.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL

31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy

The Company is engaged in the textile industry and operates an embroidery unit comprising computerized embroidery machines. The Company is conscious of the importance of energy conservation and continuously reviews measures for optimum utilization of energy and reduction in energy consumption.

During the year under review, the Company continued to operate its embroidery unit at Gurugram comprising four computerized embroidery machines. The Company has also disposed of less efficient machines as part of its efforts to improve operational efficiency and optimize energy consumption. The Company proposes to continue phasing out less efficient machinery, wherever considered appropriate.

B. Technology Absorption

During the year under review, the Company did not undertake any significant activity relating to the absorption of imported technology. Accordingly, the particulars relating to technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil

32. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No.	PARTICULARS	REMARKS
1.	The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	Not Applicable
2	The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	Not Applicable
3	The percentage increase in the median remuneration of employees in the financial year.	Not Applicable
4	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Not Applicable
5	Affirmation that the remuneration is as per the remuneration policy of the Company	Yes, remuneration is as per the remuneration policy of the Company.

6 The number of Permanent employees on the 7 Pay Rolls of the Company

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

33. RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report

34. WEBSITE OF THE COMPANY:

Company maintains a website https://www.uliltd.com/ in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

35. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

36. LISTING FEES

The Listing Fees for the financial year 2025-26 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

37. INTERNAL FINANCIAL CONTROLS:

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit Committee reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementations of audit recommendations.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

39. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

40. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors, based on the information, explanations and representations received by them and to the best of their knowledge and belief, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures therefrom;

(ii) the Directors 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 as at March 31, 2026 and of the profit and loss of the Company for the financial year ended on that date;

(iii) the Directors 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;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) being a listed company, 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 during the financial year ended March 31, 2026; 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 during the financial year ended March 31, 2026.

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

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

42. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

43. ACKNOWLEDGEMENT:

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

Sd/- Ashish Khanna

Managing Director

DIN: 01251582