Yunik Managing Advisors Ltd Directors Report

To,
The members

Your Directors present the 21st Annual Report of Yunik Managing Advisors Limited ("the Company") together with its Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY:

The financial highlights for the year under review are given below:

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	-	7.50
Other Income	-	3.85
Total Income	-	11.35
Less: Total Expense	25.44	19.97
Profit/(Loss) from ordinary activities before tax	(25.44)	(8.62)
Less: Tax Expenses	-	-
Profit/(Loss) after tax	(25.44)	(8.62)
Total Comprehensive Income for the year	(25.44)	(8.62)

2. FINANCIAL PERFORMANCE & STATE OF COMPANYS AFFAIRS:

During the year under review, the Company has not generated any operational income as against Rs. Rs.7.50 lakhs in the previous financial year. The Company has incurred net loss of Rs.25.44 lakhs as against net loss of Rs.8.62 lakhs in the previous financial year due to increase in expenses.

The Companys performance and outlook for the year under review has been discussed in detail in Management Discussion and Analysis which forms a part of this Report.

3. AMOUNT TRANSFERRED TO RESERVES:

The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2026.

4. SHARE CAPITAL:

There is no change in the capital structure of the Company during the financial year under review. The paid-up share capital as on March 31, 2026 was Rs.14,28,77,540/- comprising of 1,42,87,754 Equity Shares of Rs.10/- each.

5. DIVIDEND:

In view of the losses, your Directors do not recommend any dividend for the financial year ended March 31, 2026. In terms of Regulation 43A of the SEBI (LODR), Regulations 2015, ("the Regulations"), including amendments thereunder, the Dividend Distribution Policy shall not be applicable to the Company.

6. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the required listing fees to the Stock Exchange.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Mrs. Priyanka Oka (DIN 08066379), Mr. Srikar Gopalrao (DIN 02116323) and Mr. Srikanth R. Venkatadriagaram (DIN: 07923382) continue to be the Directors of the Company during the financial year 2025-26.

Appointment:

DIRECTORS:

Mr. Pankaj Kumar Maskara (DIN: 00054261) and Mr. Kalpesh Virji Dedhiya (DIN: 10087626) are appointed by the Board of Directors as Additional (Non-Executive Non-Independent) Directors of the Company with effect from May 15, 2026 and who shall hold the office up to the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 ("the Act").

Notices in writing along with the requisite deposits, under Section 160 of the Act have been received from a member of the Company proposing the candidature of Mr. Maskara and Mr. Dedhiya for the office of Director. Mr. Maskara and Mr. Dedhiya are not disqualified from being appointed as a Director in terms of Section 164 of the Act and have consented to act as a Director of the Company. On the recommendation of Nomination and Remuneration Committee, the Board recommends their appointment as Non-Executive Non-Independent Directors.

INDEPENDENT DIRECTORS:

On the recommendation of Nomination and Remuneration Committee, Mr. Milind Subhash Jog (DIN: 08650933) is appointed as an Additional Non-Executive Independent Director of the Company w.e.f August 11, 2026 for a term of five years (from August 11, 2026 to August 10, 2031). Mr. Jog shall not be liable to retire by rotation.

A notice, in writing, under Section 160 of the Act, has been received from Mr. Jog signifying his candidate for the office of Director. The Company has also received declaration from him that he meets the criteria of independence as prescribed under Section 149 (6) of the Act and under Regulation 16 of the Listing Regulations. Mr. Jog is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has consented to act as Independent Director of the Company.

In the opinion of the Board, he fulfills the conditions specified in the Act and the Rules made thereunder and also under the Listing Regulations for his appointment as an Independent Director.

Pursuant to Section 152 of the Act and Rules framed thereunder, an Independent Director can be appointed with the approval of the Members in the general meeting. Accordingly, the approval of the Members is sought for the appointment of Mr. Milind Subhash Jog as an Independent Director of the Company.

Resignation

Mr. Srikar Gopalrao (DIN 02116323) has resigned from the office of Independent Director due to expiry of his term. Your Directors place their sincere appreciation for the valuable contribution made by Mr. Srikar Gopalrao during their tenure as the Directors on the Board of the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act, Mrs. Priyanka Oka (DIN: 08066379) Non-Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible has offered herself for re-appointment. A resolution seeking members approval for her re-appointment forms part of the Notice. The above proposal will be considered for approval by the shareholders of the Company at the ensuing AGM.

On the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Sagar Shah, as Company Secretary and Compliance Officer of the Company w.e.f. May 2, 2025. Mr. Shah tendered his resignation on April 8, 2026 from the position of the Company Secretary and Compliance Officer of the Company. The Board of Directors places on record its appreciation for the valuable services rendered by Mr. Sagar Shah during his tenure as a Company Secretary of the Company.

On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Prachi Prabhakar Vichare is appointed as a Company Secretary and Compliance Officer w.e.f May 15, 2026.

Due to precarious financial situation and no cash flows of the Company, the Company is not in a position to pay salaries to the candidates. And hence there is problem in getting candidates for the position of the CFO and CEO.

Declaration from Independent Directors:

In terms of the provisions of Section 149 of the Companies Act, 2013 and the of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Independent Directors on the Board of your Company as on the date of this report are Mr. Srikanth R. Venkatadriagaram (DIN: 07923382) and Mr. Milind Subhash Jog (DIN 08650933).

The Company has received declaration pursuant to Section 149(7) of the Act and Regulation 25 of the SEBI Listing Regulations from all the Independent Directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with Regulations 16 and 25 of the SEBI Listing Regulations.

The Independent Directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the Independent Directors databank of the Indian Institute of Corporate Affairs. The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of Regulation 25 of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act as well as the Rules made thereunder read with the SEBI Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 5 (Five) times during the year under review. The details of Board meetings held and attendance of the Directors are provided in the Corporate Governance Report forming part of this Report.

9. COMMITTEE OF THE BOARD:

The Company has three broad-level Committees which are appended below:

1. Audit Committee

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee

The Information pertaining to aforementioned Committees are furnished in the Corporate Governance Report, which forms part of Directors Report.

The Board accepted the recommendations of the Audit Committee whenever as may be required.

10. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has adopted Nomination and Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy provides criteria for fixing remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Remuneration Policy is appended to this report as Annexure A.

11. MANAGERIAL REMUNERATION AND OTHER DETAILS:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the Annexure B to this report.

12. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

In terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has established a comprehensive process to evaluate the performance of the Board, its Committees and of individual Directors. The performance evaluation matrix defining the criteria of evaluation for each of the above has been put in place. A structured questionnaire covering various aspects of the Board functioning such as composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise is carried out to evaluate the performance of individual Directors, who were evaluated on factors such as level of participation, independence of judgment, interpersonal relationship, etc. On the basis of evaluation exercise, the Board is of the view that the Board and its Committees operate effectively.

A separate meeting of the Independent Directors is held on February 10, 2026 to review the performance of Non-Independent Directors and the Board as a whole. The Chairman of the Nomination and Remuneration Committee has updated the other members of the Board about the outcome of the evaluation process.

13. FAMILIARIZATION/ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The newly appointed Independent Director has attended a Familiarization/ Orientation Program as being inducted by the Board. The Company had devised the detailed framework for the Familiarization Program and also approved the format of the formal letter of appointment as required to be given to the Independent Directors, outlining their role, function, duties and responsibilities.

14. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy is available on the website of the Company at https://www.essar.com/compliance/investors/yunik-managing-advisors-ltd/.

15. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year March 31, 2026 and of the loss 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 Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the accounts for the financial year ended March 31, 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; ands
f) 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;

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

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and on the date of this Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of business of the Company, the information required under Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption is not applicable. There were no foreign exchange earnings or outgo during the period under review.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place a policy for prevention, prohibition and redressal of gender harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against gender harassment and the right to work with dignity. Further, in accordance with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC), as applicable, to address complaints relating to sexual harassment at the workplace and has adopted appropriate measures to ensure a safe and respectful working environment for all employees.

No complaints are received from any of the employees of the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

20. LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees, securities or made investments covered under Section 186 of the Companies Act, 2013.

21. RELATED PARTIES TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on Companys website at https://www.essar.com/compliance/investors/yunik-managing-advisors-ltd/.

During the financial year 2026-27, the Company does not have related parties. Therefore, the Company has not entered into any transactions with related parties.

22. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

23. STATUTORY AUDITORS AND THEIR REPORT:

Statutory Auditors:

M/s. A. P. Rajagopalan & Co., Chartered Accountants, Mumbai (Firm registration number: 0108321W) have been reappointed as the Statutory Auditors of the Company, vide resolution passed by Shareholders at the Annual General Meeting (AGM) of the Company held on July 18, 2022 and hold this office for a period of 5 (Five) consecutive years till the conclusion of the AGM held in the year 2027. In view of the same, M/s. A. P. Rajagopalan & Co. continue as the statutory Auditors of the Company.

Statutory Auditors Report:

The Auditors Report for the financial year ended March 31 2026, do not contain any qualification or reservation or adverse remark.

There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and rules framed thereunder.

24. INTERNAL AUDITOR:

Internal Audit for the year ended March 31, 2026 is done by M/s. Sushil Vyas & Associates and Internal Audit Report at periodic intervals are placed before the Audit Committee.

25. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

26. SECRETARIAL COMPLIANCE REPORT:

Pursuant to Regulation 24A of the SEBI Listing Regulations read with the SEBI Circulars issued from time to time, the Company has obtained the Secretarial Compliance Report for the financial year ended March 31, 2026, from a Practicing Company Secretary and submitted with the Stock Exchange within stipulated time.

27. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Mayank Arora, Proprietor of Mayank Arora & Co, Practicing Company Secretary FCS No 10378), is appointed as the Secretarial Auditors to carry out the secretarial audit of the Company for the financial year 2026-27.

1. Reply to observation number 1 - The Company has made efforts to appoint Executive Directors pursuant to provisions of the Companies Act, 2013. However, due to tight financial position, the Company is not in a position to pay remuneration/sitting fees to its Directors and due to lack of response, the Company is unable to get suitable persons for the position of Executive Directors.

2. Reply to Observation number 2 - The delay is attributable to challenges in identifying a suitable candidate and the non-operational status of the Company.

3. Reply to Observation number 3 - The Company has made efforts to appoint CEO and CFO for the Company pursuant to provisions of the Companies Act, 2013. However, due to tight financial position, the Company is not in a position to offer hefty salaries to the candidates for those positions. Due to which, the Company is unable to get suitable persons for the position of CEO and CFO. The Company would ensure compliance with the applicable requirements in succeeding years.

4. Reply to Observation number 4 - The financial results were submitted within the prescribed time; however, the half-yearly cash flow statement was inadvertently not captured in the submission and the same was subsequently updated. The Company has also responded to the queries raised by BSE and is awaiting further communication from the Stock Exchange.

5. Observation numbers 5, 6 and 7 - The filling of disclosures as per LODR with the Stock Exchanges are inadvertently missed by the Company. We ensure the compliance before the date of AGM.

6. Observation number 8 - Due to various technical difficulties, the Company was unable to file certain Forms and Returns during the stipulated time.

28. RISK MANAGEMENT POLICY:

The Company has framed Risk Management Policy to identify, evaluate, monitor and minimize identifiable risks such as strategic, financial, operational, compliance, legal and regulatory, etc. and to manage and control risks on a continuous basis.

In terms of Regulation 21(5) of Listing Regulations, the Risk Management Committee is not applicable to the Company.

29. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate system of internal controls that are commensurate with its size and nature of business to safeguard and protect the Company from losses, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and ensuring timely reporting of financial statements.

30. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.essar.com/compliance/investors/yunik-managing-advisors-ltd/.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary company or joint venture during the financial year under review.

Imperial Consultants and Securities Limited is the Associate Company (22.46%).

32. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several benchmark corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under the SEBI LORD Regulations, forms an integral part of this Annual Report.

Further, in accordance with the applicable provisions of Schedule V of the said Regulations, a compliance certificate issued by Mr. Mayank Arora, Proprietor of Mayank Arora & Co, Practicing Company Secretaries, FCS No 10378), confirming that the Company has complied with the conditions of corporate governance is annexed herewith and marked as "Annexure D".

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company is in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

34. COMPLIANCE WITH ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended 31st March, 2026 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

35. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations 2015.

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

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

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

The Company has not made any application during the year or no application has been filed against the company or there is no proceedings pending against or for the Company under the Insolvency and Bankruptcy Code 2016.

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

There is no one time settlement made during the financial year.

39. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, including amendment thereunder, the Business Responsibility and Sustainability Report (BRSR) for Financial Year 2025-26 is not applicable to the Company.

41. ACKNOWLEDGEMENT:

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, Securities and Exchange Board of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedication and contribution made by the KMPs and look forward for their support in future as well. The Board look forward to working with them to drive the Company to greater heights in coming years.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

Director

DIN: 00054261

Kalpesh Virji Dedhiya

Director

DIN: 10087626