The members of Yunik Managing Advisors Limited (“the
Company”)

The Directors present the 20^th Annual Report of the
Company together with its Audited Financial Statements for
the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY:

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

(' In Lakhs)

2. FINANCIAL PERFORMANCE & STATE OF
COMPANY'S AFFAIRS:

During the year under review, the total income of the
Company was Rs.3.85/- lakhs as against ' 5.02/-
lakhs in the previous financial year. The Company has
incurred net loss of Rs.8.62/- lakhs as against net loss
of ' 32.57/- lakhs in the previous financial year.

The Company's 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, 2025.

4. SHARE CAPITAL:

There was no change in the capital structure of the
Company during the financial year under review. The
paid up share capital as on March 31, 2025 was

' 14,28,77,540/- comprising of 1,42,87,754 Equity
Shares of ' 10/- each.

5. DIVIDEND:

The Directors do not recommend any dividend for the
financial year ended March 31, 2025.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

Mr. Srikanth R. Venkatadriagaram (DIN: 07923382)
and Mr. Srikar Gopalrao (DIN: 02116323) continue to
be the Independent Directors of the Company.

Resignation

Mr. Brijgopal Kankani - Company Secretary and
Compliance Officer tendered his resignation w.e.f.
August 14, 2024 the Company Secretary of the
Company. The Board of Directors places on record
its appreciation for the valuable services rendered by
Mr. Brijgopal Kankani during his tenure as a Company
Secretary of the Company.

Retirement by Rotation

Ms. Priyanka Oka retires by rotation and being
eligible, offers herself for re-appointment. A resolution
seeking members' approval for her re-appointment
forms part of the Notice.

Key Managerial Personnel (KMP)

Mr. Sagar Shah was appointed as a Company
Secretary w.e.f May 2, 2025

7. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors have given their
respective Declaration of Independence, as required
under Section 149(7) of the Companies Act, 2013,
stating that they meet the criteria of independence
as specified in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('the
Listing Regulations'). In the opinion of the Board,
they fulfil the conditions of independence as specified
in the Act and the Listing Regulations and are
independent of the management.

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 Commitee

2. Nomination and Remunaration 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 require.

10. COMPANY'S 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. EVALUATION OF THE PERFORMANCE OF THE
BOARD:

In terms of the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
annual evaluation of the performance of the Board,
its Committees and of individual Directors was
carried out with 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 was 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.

13. 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
Company's 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/.

14. 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, 2025, 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, 2025
and of the profit of the Company for that period;

c) the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the 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, 2025 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;

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

There were 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.

16. 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.

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

There are no women employees in the Company.
Accordingly, the said provisions are not applicable to
the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

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

19. 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.

20. 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 Company's website at https://
www.essar.com/compliance/investors/vunik-managing-
advisors-ltd/.

During the financial year 2024-25, the Company does
not have related parties. Therefore the Company has
not entered into any transactions with related parties.

21. 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.

22. STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors

M/s. A. P. Rajagopalan & Co. Chartered Accountants
(Firm registration number: 0108421W) 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.

Statutory Auditors' Report

The Auditors' Report for the financial year ended
March 31 2025, do not contain any qualification or
reservation or adverse remark.

There were no frauds reported by the Auditors under
the provisions of Section 143(12) of the Companies
Act, 2013.

23. 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, Mayank Arora (Membership
No. FCS 10378), Prop. M/s. Mayank Arora & Co.,
Practicing Company Secretaries, were appointed as
the Secretarial Auditors to carry out the secretarial
audit of the Company for the financial year 2024-25.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial
Auditors in Form No. MR-3 is annexed with this
Report as Annexure C. There are no qualifications,
reservations or adverse remarks made by Secretarial
Auditors in their Report. However, there are few
observations made by Secretarial Auditors. The
below are the replies to the observations made by
Secretarial Auditors:

On the basis of Draft Secretarial Audit Report
Reply to observation 1 to 4:

The Company has made efforts to appoint KMPs as
required under the provisions of Section 203 (1) and
203 (3) of the Companies Act, 2013 and Executive
Directors. However commensurate with the Business
operations of the Company, due to lack of response,
the Company unable to get suitable KMPs and
Executive Directors on the Board.

Reply to observation 5:

The Promoter Company, Imperial Consultants and
Securities Limited, is currently undergoing the
Corporate Insolvency Resolution Process (CIRP).
Consequently, the Company has not made the
annual disclosure required under Regulation 31(4)
of the SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations,
2019.

Reply to observations 6 to 8:

The Company has put in place adequate internal
controls to ensure utmost compliance pertaining to
Stock Exchange, SEBI, Company Law, etc.

24. 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.

25. 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.

26. 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/

27. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

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

28. 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 LODR 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 Mayank Arora (Membership
No. FCS 10378), Prop. M/s. Mayank Arora & Co.,
Practicing Company Secretaries, confirming that
the Company has complied with the conditions of
corporate governance is annexed herewith and
marked as Annexure 'D'.

29. 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.

30. 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.

31. ACKNOWLEDGEMENT:

The Directors of the Company express their
appreciation for the continuous support and co¬
operation received from all the stakeholders during
the year.

For and on behalf of the Board of Directors of
Yunik Managing Advisors Limited

Sd/- Sd/-

Srikanth R. Priyanka Oka

Venkatadriagaram Director

Date: August 8, 2025 Director DIN: 08066379

Place: Mumbai DIN: 07923382