Board Meeting Details

The 02/2026-27 Meeting of the Board of Directors was held on Monday, May 25, 2026, from 12:30 PM to 6:15 PM.

Key Board Decisions and Approvals

1. Financial Statements Approval

  • Approved Audited Financial Statements for FY ended March 31, 2026
  • Statutory Auditors M/s SKSVM & Co. issued Qualified Opinion Audit Report
  • Declaration pursuant to Regulation 33(3)(d) regarding qualified opinion enclosed as Annexure A

2. Reports and Compliance

  • Approved Board's Report with annexures for FY 2025-26
  • Took note of Internal Audit Report for FY 2025-26 till December 2025
  • Took note of Management Representation Letter dated May 23, 2026
  • Took note of Related Party Transactions for FY 2025-26 and related disclosures
  • Took note of omnibus approval for Related Party Transactions for FY 2026-27 granted by Audit Committee

3. Appointments

  • Approved appointment of M/s Neelakari Mahindrakar Associates as Internal Auditor for FY 2026-27 (details in Annexure B)
  • Approved appointment of Mr. M V Bhat, Practicing Company Secretary, as Scrutinizer for AGM
  • Approved appointment of Mr. M V Bhat as Secretarial Auditor for 5 years subject to shareholder approval (details in Annexure E)

4. Management Decisions

  • Approved extension of services of Mr. Vijay Malgatte, VP – Business Strategy, beyond retirement age for 5 years
  • Noted management's decision to shift all banking facilities from Federal Bank to another bank

5. AGM Arrangements

  • Approved convening of Annual General Meeting on Friday, September 11, 2026 through VC/OAVM via NSDL platform
  • Fixed September 4, 2026 as cut-off date for determining member entitlement
  • Approved remote e-voting period from September 8, 2026 (9:00 AM) to September 10, 2026 (5:00 PM)
  • Appointed NSDL for providing e-voting facility

6. Other Approvals

  • Approved Statement of Deviation(s) or Variation(s) regarding utilization of IPO proceeds (Annexure D)
  • Authorized filing of Audited Financial Results and related documents with BSE
  • Confirmed minutes of previous Board Meeting dated April 30, 2026
  • Took note of CEO and CFO Certification for FY 2025-26 (Annexure C)

Audited Financial Results Highlights

Balance Sheet (as at March 31, 2026)

  • Total Equity: ₹3,299.48 lakhs (Previous year: ₹959.65 lakhs)
  • Share Capital: ₹566.60 lakhs (Previous: ₹401.60 lakhs)
  • Reserves and Surplus: ₹2,732.88 lakhs (Previous: ₹558.05 lakhs)
  • Non-current Liabilities: ₹1,108.49 lakhs (Previous: ₹631.03 lakhs)
  • Long-term borrowings: ₹780.19 lakhs (Previous: ₹305.73 lakhs)
  • Other non-current liabilities: ₹262.84 lakhs (Previous: ₹225.99 lakhs)
  • Long-term provisions: ₹65.46 lakhs (Previous: ₹99.31 lakhs)
  • Current Liabilities: ₹3,882.33 lakhs (Previous: ₹3,209.14 lakhs)
  • Short-term borrowings: ₹916.47 lakhs (Previous: ₹884.45 lakhs)
  • Trade payables: ₹1,984.84 lakhs (Previous: ₹1,302.40 lakhs)
  • Due to MSME: ₹1,975.61 lakhs (Previous: ₹1,166.66 lakhs)
  • Due to Others: ₹9.23 lakhs (Previous: ₹135.74 lakhs)
  • Other current liabilities: ₹627.71 lakhs (Previous: ₹762.11 lakhs)
  • Short-term provisions: ₹353.31 lakhs (Previous: ₹260.18 lakhs)
  • Total Assets: ₹8,290.31 lakhs (Previous: ₹4,799.81 lakhs)
  • Non-current Assets: ₹823.15 lakhs (Previous: ₹682.24 lakhs)
  • Property, Plant & Equipment: ₹755.87 lakhs (Previous: ₹351.62 lakhs)
  • Intangible Assets: ₹8.28 lakhs (Previous: ₹10.31 lakhs)
  • Deferred Tax Assets: ₹50.14 lakhs (Previous: ₹48.70 lakhs)
  • Other Non-current Assets: ₹8.86 lakhs (Previous: ₹14.70 lakhs)
  • Current Assets: ₹7,467.15 lakhs (Previous: ₹4,117.56 lakhs)
  • Inventories: ₹4,147.49 lakhs (Previous: ₹1,977.19 lakhs)
  • Trade receivables: ₹2,432.28 lakhs (Previous: ₹1,300.94 lakhs)
  • Cash and cash equivalents: ₹248.54 lakhs (Previous: ₹405.85 lakhs)
  • Short-term loans and advances: ₹671.95 lakhs (Previous: ₹433.58 lakhs)

Statement of Profit & Loss (FY 2025-26)

  • Total Income: ₹8,107.33 lakhs (Previous: ₹6,907.75 lakhs)
  • Expenses:
  • Purchase cost of materials: ₹4,954.93 lakhs (Previous: ₹3,020.39 lakhs)
  • Changes in inventories: (₹2,066.09) lakhs (Previous: (₹455.78) lakhs)
  • Employee benefits expense: ₹1,108.20 lakhs (Previous: ₹731.42 lakhs)
  • Finance costs: ₹244.89 lakhs (Previous: ₹86.15 lakhs)
  • Depreciation and amortization: ₹90.98 lakhs (Previous: ₹69.63 lakhs)
  • Other expenses: ₹3,063.17 lakhs (Previous: ₹2,584.32 lakhs)
  • Total Expenses: ₹7,396.08 lakhs (Previous: ₹6,336.14 lakhs)
  • Profit before tax: ₹711.25 lakhs (Previous: ₹571.62 lakhs)
  • Tax expense: ₹183.04 lakhs (Previous: ₹144.20 lakhs)
  • Current tax: ₹181.61 lakhs (Previous: ₹150.63 lakhs)
  • Deferred tax: ₹0.44 lakhs (Previous: (₹6.43) lakhs)
  • Profit after tax: ₹529.65 lakhs (Previous: ₹427.41 lakhs)
  • Earnings per share (face value ₹5 each):
  • Basic: ₹5.89 (Previous: ₹5.32)
  • Diluted: ₹5.89 (Previous: ₹5.32)

Cash Flow Statement (FY 2025-26)

  • Net cash from operating activities: (₹2,000.70) lakhs (Previous: ₹223.96 lakhs)
  • Net cash from investing activities: (₹232.36) lakhs (Previous: (₹380.10) lakhs)
  • Net cash from financing activities: ₹2,075.74 lakhs (Previous: ₹495.04 lakhs)
  • Net increase in cash: (₹157.31) lakhs (Previous: ₹338.89 lakhs)
  • Opening cash balance: ₹405.85 lakhs (Previous: ₹66.96 lakhs)
  • Closing cash balance: ₹248.54 lakhs (Previous: ₹405.85 lakhs)

Auditor's Qualified Opinion

Statutory Auditors M/s SKSVM & Co. issued a qualified opinion with the following key matters:

Basis for Qualified Opinion

1. Non-provision of interest on MSME liabilities: Non-provision of interest payable to MSME creditors as per Section 16 of Micro Small and Medium Enterprises Development Act 2006. Impact on financial statements cannot be reported due to lack of information.

2. Non-compliance with disclosure requirements: Non-compliance with Schedule III of Companies Act 2013 read with Section 22 of MSME Development Act 2006 regarding MSME disclosures.

Emphasis of Matter

1. Trade receivables, payables, loans and advances are subject to confirmation and reconciliations

2. Previous year figures have been regrouped/rearranged to conform to current year classification

Key Audit Matters

1. Existence and valuation of inventories: Significant inventory levels due to seasonal business, customer returns, and physical verification performed on subsequent date

2. Revenue recognition and period-end cut-off: Volume of transactions around year-end impacting revenue, purchases, inventory, and trade balances

3. Recoverability of trade receivables: Constituted approximately 30% of annual turnover, requiring judgment on ageing and impairment

4. Initial Public Offer and utilization of proceeds: Raised funds through IPO for working capital, repayment of borrowings, and general corporate expenses

5. Purchase from related party: Purchased goods worth ₹20.74 crores (40% of total purchases) from Unison Agri Services

CARO 2020 Report Findings

  • Inventory verification: Management physically verified inventory at reasonable intervals, no material discrepancies of 10% or more found
  • Working capital limits: Monthly/quarterly returns filed with banks showed differences in trade receivables reporting (details provided in table format)
  • Statutory dues: Generally regular in depositing undisputed dues; disputed income tax demands of ₹12.99 lakhs (AY 2020-21) and ₹15.23 lakhs (AY 2021-22) pending with CBDT
  • IPO proceeds: Money raised through IPO applied for stated purposes including working capital requirements and repayment of borrowings
  • Internal financial controls: Adequate controls maintained and operating effectively as at March 31, 2026

IPO Proceeds Utilization

As per Annexure D (Chartered Accountant's Certificate):

  • Total IPO proceeds: ₹2,145.00 lakhs
  • Working capital requirement: ₹1,106.00 lakhs allocated and fully utilized
  • Repayment of banking facilities: ₹575.00 lakhs allocated and fully utilized
  • General corporate purpose: ₹207.24 lakhs allocated, ₹129.18 lakhs utilized (reduced to fund issue expenses overrun)
  • Issue related expenses: ₹256.76 lakhs allocated, ₹334.82 lakhs utilized (₹78.06 lakhs overrun funded from general corporate purpose)

Declaration on Qualified Opinion

  • Statutory Auditors issued Qualified Opinion on Audited Financial Results
  • Qualification pertains to non-provisioning/non-recognition of interest liability on delayed payments to MSMEs
  • Management is in process of identifying and reconciling vendor confirmations and related interest implications

CEO/CFO Certification

Certified that:

  • Financial statements do not contain materially untrue statements or omissions
  • No fraudulent, illegal or policy-violative transactions entered during the year
  • Adequate internal financial controls established and maintained
  • Disclosed deficiencies, accounting policy changes, and fraud instances to Auditors and Audit Committee where applicable

Banking Facility Shift

Board noted that management is shifting all banking facilities from Federal Bank to another bank.

#Tags: #UnisemAgritech #SEBIDisclosure #QualifiedAuditOpinion #IPOProceeds #MSMECompliance #FinancialResults #RegulatoryCompliance #Neutral