Your Directors’ have pleasure in presenting their 31st Annual Report on the business and operations of the
company and the accounts for the financial year ended on 31st March, 2025.

1. The state of affairs and financial performance of the Company: -

The summary of the financial performance for the financial year ended March 31, 2025 is given below:

2. Review of Operations: -

The Total Income of the Company stood at Rs. 66,81,44,971/- for the financial year ended March 31, 2025
as against Rs. 60,19,30,790/- in the previous year. The Company made a Net Profit From Business
Operations of Rs. 5,30,28,788/- for the financial year ended March 31, 2025 as compared to the Rs.
2,61,74,490/- in the previous year.

(The previous year’s net profit after tax of ?6,23,85,019/- included profit on the sale of land and building
of Rs.3,62,10,529/-)

3. Cash Flow and Financial Statements: -

As required under Regulation 34 of the Securities
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Cash Flow Statement for the financial year ended
on 31st March, 2025 forms part of the Annual
Report.

4. The amounts, if any, which it proposes to carry
to any reserves: -

Pursuant to provisions of Section 134(3)(j) of the
Companies Act 2013, the Company has not
proposed to transfer any amount to general
reserve account of the Company during the
financial year ended on 31st March 2025.

5. Dividend: -

In view of the future prospects of the Company,
the Board of Directors has decided to retain the
profits and not declare dividend for the financial
year ended on 31st March 2025.

6. Transfer of unpaid and unclaimed amounts to
Investor Education and Protection Fund: -

The Company does not have any funds lying
unpaid or unclaimed for a period of seven years.
Therefore, there were no funds required to be
transferred to Investor Education and Protection
Fund (IEPF).

7. Share Capital of Company and changes therein:

A] Authorized Capital:

The Authorized Share Capital of the Company is
Rs. 20,00,00,000/- consisting of 2,00,00,000
equity shares of Rs. 10/- each.

B] Issued, Subscribed and Paid-up Capital:

As on 1st April, 2024 the issued, subscribed and
paid-up share capital of the Company was Rs.
12,75,00,000/- consisting of 1,27,50,000 Equity
Shares of Rs. 10/- each.

C] Changes in Share Capital:

During the period under review, the Company
had taken few corporate actions as stated below:

1. The Company had raised funds through Private
Placement by passing Special resolution in the
Extra Ordinary General Meeting held on 31st May,

2024, issued and allotted 1170000 Equity Shares
of Rs.10/- each at Rs.50/- per share approved in
Board meeting held on 7th June, 2024. Board of
Directors of the Company in their meeting held
on 7th June 2024 had allotted 11,70,000 equity
shares of face value of Rs. 10/- each at an issue
price of Rs. 50/- (Including premium of Rs. 40/-
per share) on Private Placement basis.

2. The Company made an Initial Public Offer (IPO)
for 50,84,000 fresh equity shares of Rs. 10/- each
at an issue price of Rs. 59/- per share having a
total issue price of Rs. Rs.29,99,56,000/-.

With your support and confidence in the
Company, the issue was fully subscribed. The
Board of Directors in their meeting held on 25th
October 2024 had allotted 50,84,000 equity
shares to eligible subscribers to IPO.

After the allotment of the aforesaid equity
shares, the total issued, subscribed and paid-up
share capital of the Company as of March 31,

2025, stood at Rs. 19,00,40,000/- comprising
1,90,04,000 equity shares of Rs. 10/- each. The
new equity shares issued shall rank pari-passu
with the existing equity shares of the Company in
all respects.

3. Listing of company shares

The Company listed it’s entire capital of
1,90,04,000 equity shares on the EMERGE SME
platform of NSE i.e. National Stock Exchange on
29th October 2024.

8. Depository System & Registrar and Transfer
Agent: -

Entire paid-up equity shares i.e.1,90,04,000
equity shares of the Company are in
dematerialized form as on 31st March, 2025 and
Company has appointed M/s MUFG Intime India
Private Limited (Erstwhile Known As “Link
Intime India Private Limited”) as the Registrar
and Transfer agent of the Company.

9. The change in the nature of business, if any: -

There has been no change in nature of business
of the Company during the financial year ended
on 31st March, 2025.

10. Material changes and commitments, if any,
affecting financial position of the Company
which have occurred between ends of the
financial year to which the financial statements
relate and date of report: -

Pursuant to provisions of Section 134(3) (l) there
were no material changes affecting financial
position of the Company which have occurred
between end of the financial year to which the
financial statements relate and date of report.

11. The names of companies which have become or
ceased to be its subsidiaries, joint ventures or
associate companies during the year: -

No company has become or ceased to be
subsidiary, joint venture or associate of the
Company during the period under review.

12. The web address, where annual return referred
to in sub-section (3) of section 92 will be placed:

Pursuant to Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return shall be
made available on website of the company and
can be accessed under annual return tab on the
web link viz https://unitedheat.net/annual-return/

13. A statement on declaration given by
Independent Directors under sub-section (6) of
section 149: -

Pursuant to section 149 of the Companies Act,
2013 and the applicable provisions of Securities
Exchange Board of India Listing Obligations and
Disclosure Requirements) Regulations, 2015 the
Company had appointed 2 (Two) non-executive
Independent Directors on it’s board.

Accordingly, as per the provisions of Section
149(6) and (7) of Companies Act, 2013 along with
all the applicable provisions, rules and
regulations there under, the Company had
received the declarations from the Independent
Directors that they meet the criteria of
independence as laid out in Section 149(6) of the
Act.

The Independent Directors meet the criteria of
the independence as specified in Section 149 of
the Act and Regulation 16(b) of the SEBI (Listing
obligations and Disclosures Requirements)
Regulations, 2015.

14. Disclosures by Directors: -

The Board of Directors have submitted notice of
interest in Form MBP-1 under Section 184(1) as
well as intimation of non-disqualification in Form
DIR-8 under Section 164(2) and the same has
been presented and approved by the board in
their first board meeting for the financial year
2025-26 held on 29th April, 2025.

15. Number of Board Meetings held in the financial year 2024-25:-

The Board of Directors meets at regular intervals to discuss and decide on Company/ business policy and
strategy.

During the financial year 2024-25 the board met 18 (Eighteen) times wherein the required quorum was
present for the meetings and the notice of Board meetings were given to all the Directors. Also, the
intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Details of Board Meetings conducted during the period:

During the year under review, Independent Directors Meeting was held on 6th February, 2025 to review
the performance of Non-Independent Directors and the overall performance of the Board of the Company.
Both the Independent Directors i.e., Mr. Sahil Vikas Garud and Mr. Girish Gururaj Masur were present at
the Independent Directors meeting.

16. Committees of Board: -

The Company has formed Committees as required under the Companies Act, 2013 and Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, as on 31st March, 2025 the board has Four (4) committees i.e. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility
Committee. Their constitution is given below:

A] Audit Committee:-

Pursuant to provisions of the Section 177 of the Companies Act, 2013, the Board has constituted an Audit
Committee (“Audit Committee”) and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the company being a SME listed company.

The Audit Committee met 7 (Seven) times during the financial year ended 31st March, 2025 on 19th July,
2024, 1st October, 2024, 9th October, 2024, 16th October, 2024, 24th October, 2024, 18th November,
2024 and 6th February, 2025 wherein due quorum, was present for the meeting and the notice of the
Audit Committee meetings was given to all the Members.

Composition of Audit Committee and Meetings conducted during the period:

The Audit committee is primarily responsible for overseeing:

• the integrity of the Company’s financial statements;

• the internal control arrangements;

• the compliance of financial statements with legal and regulatory requirements;

• the performance, qualifications, and independence of the Statutory Auditors and the performance of the
internal audit function.

B] Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the Board has constituted the
Nomination and Remuneration Committee (“NRC Committee”)and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a
SME listed company.

The Nomination and Remuneration Committee met 2 (Two) time during the financial year ended 31st
March, 2025, on 19th July, 2024 and 01st October, 2024 wherein the required quorum was present for the
meeting and the notice of the meetings was given to all the Members.

Composition of Nomination and Remuneration Committee and Meetings conducted during the period:

The Company has formulated a Remuneration Policy which is available on the website of the Company at the
link https://unitedheat.net/policies/

Nomination and Remuneration Committee Primarily responsible for:

• recommending candidates for appointment as Directors on the Board or on the Management Committee,
or as Key Managerial Personnel in accordance with the criteria laid down;

• recommending the level and structure of remuneration for members of the Board and the Management
Committee and Key Managerial Personnel;

• ensuring orderly succession planning at the Board level

C] Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 the board has constituted
Stakeholders Relationship Committee (“SRC Committee”)and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company being a
SME listed company.

The Stakeholders Relationship Committee met 1 (One) time during the financial year ended 31st March,
2025, on 6th February, 2025 wherein the required quorum was present for the meeting and the notice of
the meetings was given to all the Members.

Composition of Stakeholders Relationship Committee and Meetings conducted during the period:

The Company received two investor complaints during the quarter ended 31st December, 2024, both of which
were promptly addressed and resolved within the same quarter. As on 31st March, 2025, no investor
complaints were pending.

The Company had no share transfers pending as on March 31, 2025.

Stakeholders Relationship Committee

• Assists the Board in fulfilling its responsibilities towards:

• Reviewing the Investor Service Standards of the Company;

• Redressal of Shareholders’ Grievances

D] Corporate Social Responsibility:

Pursuant to the provisions of the Section 135 of the Companies Act, 2013, the Board has constituted a
Corporate Social Responsibility Committee.

The Corporate Social Responsibility Committee met 2 times (Twice) during the financial year ended 31st
March, 2025, on 16th October, 2024 and 6th February, 2025 wherein the required quorum was present
for the meeting and the notice of the meetings was given to all the Members.

Composition of Corporate Social Responsibility Committee and Meetings conducted during the period:

Corporate Social Responsibility (CSR) Committee

• Assists the Board in discharging its responsibilities relating to the formulation, implementation, monitoring,
and review of the Corporate Social Responsibility Policy of the Company;

• Oversees identification and execution of CSR projects/programs in accordance with Schedule VII of the
Companies Act, 2013;

• Reviews CSR activities undertaken during the year and ensures alignment with the approved CSR policy
and budget;

• Monitors the utilization of CSR funds and ensures timely compliance with statutory reporting
requirements.

E) Internal Complaints Committee-

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 the company has constituted the Internal Complaints Committee. No cases are filed with internal
compliant committee during the year the same is detailed Annual Report - Annexure VII.

17. The details of directors or key managerial personnel who were appointed or have resigned during the
year: -

As on March 31, 2025, the Company has six Directors of which four are Non-Executive Directors (including
one Woman Director). The Company has two Independent Directors.

A] Change in Directors:

During the year, following changes were made in the board of directors of the company:

Following appointments were made during the year:

B] Changes in the Committees of Board:

During the year under review, the following committees were constituted at the Board meeting held on 05
July 2024, and there have been no changes in their composition during the period under review:

C] Directors to be retired by rotation:

In accordance with the provisions of the

Companies Act, 2013 and the Articles of
Association of the Company, Mr. Vivek
Vishwanath Patil, Whole Time Director of the
Company was nominated by board to be retired
by rotation was re- appointed in the 30th Annual
General meeting.

In accordance with the provisions of the

Companies Act, 2013 and the Articles of
Association of the Company, Mr. Yogesh

Vishwanath Patil, Managing Director of the
Company was nominated by board to be retired
by rotation and who offers himself for re¬
appointment in the ensuing 31st Annual General
meeting.

The brief resume of Mr. Yogesh Vishwanath Patil,
the nature of his expertise in specific functional
areas, names of the companies in which he has
held directorships, his shareholding etc. are

furnished in the Annexure - A to the notice of the
ensuing Annual General Meeting.

D] Changes in Directors after closure of financial

year 2024-25:

1. Mr. Girish Gururaj Masur (DIN 10645916) ceased
to be the Independent Director and Non
Executive Director of the Company w.e.f. July 4,
2025, pursuant to resignation under section 168
of Companies Act, 2013.

The Board places on record its appreciation for
his invaluable contribution and guidance
provided to the Company.

2. Further, in accordance with the provisions of
Section 149 read with Schedule IV to the Act and
applicable SEBI Listing Regulations, the Board of
Directors at its meeting held on July 4, 2025

appointed Mr. Deepak Popat Jondhale (DIN
11171482) as the Independent Director
designated as “Non-Executive Director” for a
term of five years commencing from July 4, 2025
to July 3, 2030, subject to approval of the
Members at the ensuing Annual General Meeting
(“AGM”). A resolution seeking Member’s
approval for his appointment forms part of the
Notice for the ensuing AGM.

In the opinion of the Board, Mr. Deepak Popat
Jondhale is a person of integrity and fulfils
requisite conditions as per applicable laws and is
independent of the management of the
Company.

Pursuant to the provisions of Section 203 of the
Act, Yogesh Vishwanath Patil (Managing
Director), Vivek Vishwanath Patil (Whole Time
Director), Vinayak Parab (Chief Financial Officer)
and Ms. Diksha Sadanand Shetty (Company
Secretary) are the KMPs of the Company as on
March 31, 2025.

17(I). Statement regarding opinion of board with
regard to integrity, expertise and experience
(including the proficiency) of the independent
directors appointed during the year: -

Board of the Company states that both the
Non-executive Independent Directors i.e. Mr.
Sahil Vikas Garud (DIN: 03364513) and Mr. Girish
Gururaj Masur (DIN: 10645916) appointed on the
board are duly registered under the Independent
director’s databank maintained with the MCA
and Mr. Sahil Vikas Garud (DIN: 03364513) hold
the certification of exemption from appearing for
the examination conducted by the respective
board.

Board further states that the contribution of the
both the independent directors has been
satisfactory and very much valuable in the
decision making. Their expertise in respective
fields has been useful to the board on the
required occasions.

18. A statement indicating the manner in which
formal annual evaluation has been made by the
Board of its own performance and that of its
committees and individual directors: -

The Board of Directors carried out an annual
evaluation of the Board itself, its committees and
individual Directors. Board also conducted
performance evaluation of each Independent
Director excluding the Independent Director
being evaluated.

The evaluation is done after taking into
consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation
parameters of the Board and Committees were
mainly based on Disclosure of Information, Key
functions of the Board and Committees,
Responsibilities of the Board and Committees,
etc. Evaluation parameters of Individual Directors
including the Chairman of the Board and
Independent Directors were based on
Knowledge to Perform the Role, Time and Level
of Participation, Performance of Duties and Level
of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting
evaluated the performance of Non-Independent
Directors, Chairman of the Board and the Board
as a whole.

19. Directors’ Responsibility Statement: -

Pursuant to Section 134(5) of the Companies Act,
2013, the board of directors, to the best of their
knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures.

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 at the end of
the financial year and of the profit of the
Company for that period.

iii. The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act 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. The Directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate and
operating effectively.

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.

Based on the framework of internal financial
controls and compliance systems established
and maintained by the Company, work
performed by the internal, statutory and
secretarial auditors and external consultants and
the reviews performed by management and the
relevant board committees, including the audit
committee, the board is of the opinion that the
Company’s internal financial controls were
adequate and effective during the financial year
2024-25.

20. Company’s policy on directors’ appointment
and remuneration including criteria for
determining qualifications, positive attributes,
independence of a director and other matters
provided under sub-section (3) of section 178: -

As per the provisions of section 178 of
Companies Act, 2013 and applicable rules and
regulations thereunder, the Nomination and
Remuneration Committee has been constituted
by the board, details of which along with the
roles and responsibilities of respective members
have been placed on the website of the
company viz. https://unitedheat.net/policies/

Accordingly company has also formulated the
Audit committee, Stakeholders Relationship
committee and Corporate Social Responsibility
Committee in accordance with section 177, 178 (5)
and 135 of Companies Act, 2013, details of which
has been placed on the website of the company
viz. https://unitedheat.net/policies/

21. Code Of Conduct: -

The Code of Conduct of the Company has been
approved and adopted by the Board of Directors
of the Company. All Board members and senior
management personnel have affirmed the
compliance with the code. The Company has
formulated a policy on code of conduct and the
same has been published on the website of the
Company viz https://unitedheat.net/policies/

22. Remuneration/ Commission drawn from
Holding/ Subsidiary Company: -

The Company does not have any
holding/subsidiary Company, hence no
remuneration/ commission has been drawn in
any such a manner.

23. Particulars of Employees and remuneration: -

The disclosure in accordance with the provisions
of Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure-II.

24. Details of Appointment of Auditor: -

A] Statutory Auditor:

M/s Kayde & Associates, Chartered Accountants,
Nashik (FRN: 121092W) has been appointed as
Statutory Auditor of the company in the 29th
Annual General Meeting held on 30th
September, 2023 by the approval of members
for a term of 5 (five) years beginning from 1st
April, 2023 until 31st March, 2028 and to hold the
office from the conclusion of 29th Annual
General Meeting pertaining to financial year
ending on 31st March, 2023 until the conclusion
of 34th Annual General Meeting to be held for
the financial year to be ended on 31st March,
2028.

The Independent Auditors’ Audit Report for the
financial year 2024-25 forms part of Annual
Report and it is annexed as Annexure-VI.

B] Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act,
2013 read with Rule 8 of the Companies
(Meetings of Board and its Powers) Rules, 2014
and other applicable provisions, if any of the
Companies Act, 2013, the board of directors had
appointed CS Aniket Khadilkar (FCS No.: 11920
Proprietor of M/s A. Khadilkar & Associates, (ICSI
Firm Unique Identification No
S2022MH859700) a firm of practicing Company
Secretary to act as Secretarial Auditor of the
Company for the financial year 2024 -25.

Further with receipt of due consent, the board
has re-appointed M/s A. Khadilkar & Associates,

(ICSI Firm Unique Identification No S2022MH859700), a peer reviewed firm of practicing Company
Secretary to act as Secretarial Auditor of the Company for a term of next of 5 ( five) years beginning from
the financial year 2025-26 till the financial year 2029-30 in the board meeting held on 4th July, 2025
subject to approval of the members in the ensuing 31st Annual General Meeting.

M/s A. Khadilkar & Associates, (ICSI Firm Unique Identification No S2022MH859700) has given their
consent to act as secretarial auditors for term of next of 5 (five) years beginning from the financial year
2025-26 till the financial year 2029-30.

The members are requested to appoint M/s A. Khadilkar & Associates, (ICSI Firm Unique Identification
No S2022MH859700) for further term as detailed in the notice of 31st Annual General Meeting.

C] Internal Auditor:

Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014, and other applicable provisions, if any, of the Companies Act 2013 the board of directors had
appointed Mr. Mohanan Acharya as an Internal Auditor of the Company for financial year 2024-25.

Further with receipt of due consent, the board has appointed M/s D S Sonawane & Associates, Chartered
Accountants, Nashik (FRN: 140002W), to act as an Internal Auditor of the Company for the financial year
2025-26 in the board meeting held on 28th May, 2025.

D] Cost Auditor:

The Company is not required to appoint a cost auditor as per the provisions of section 148 of the
Companies Act, 2013.

25. Comments by the Board on qualification, reservation or adverse remark or disclaimer made: -

A] By Statutory Auditor:

The Auditors have not given any Qualification, Reservation, or Disclaimer in their report for the Financial
Year ended on 31st March, 2025.

However, In the Audit report provided by the auditor for F.Y. 2024-25, pointed out Adverse Remark in
point (vii) (b) of Annexure-A to the Independent Auditors report given as per the requirements of
Companies (Auditor’s Report) Order, 2020 that;

Remark: Following statutory dues are not deposited to Authorities:

Comments by the board of directors: The company will take necessary steps once resolution received
from competent authority.

B] By Secretarial Auditor:

The Auditors have not given any Qualification, Reservation, or Disclaimer in their Secretarial Audit Report
for the Financial Year ended on 31st March, 2025.

However, In the Audit report provided by the auditor for F.Y. 2024-25, has pointed out Adverse Remark;

The Secretarial Audit Report forms part of Annual Report and it is annexed as Annexure-V.

26. Details in respect of frauds reported by the auditors under sub section (12) of Section 143 other than
those which are reportable to the central government: -

There were no frauds which occurred in the Company which were required to be reported by the Auditors
under sub section (12) of Section 143 of the Companies Act, 2013.

27. Internal Audit & Controls: -

Pursuant to provisions of Section 138 read with rules made there under, the Board had appointed Mr.
Mohanan Acharya as an Internal Auditor of the company for financial year 2024-25 to check the internal
controls and functioning of the activities and recommend ways of improvement.

The Internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. The Internal Audit was carried out for financial year 2024-25; the report of
which was placed in the Audit Committee Meeting and the Board Meeting for their consideration and
direction.

During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

28. The details in respect of adequacy of internal financial controls with reference to the Financial
Statements: -

Based on reviews performed by management and the relevant board committees, including the audit
committee for the framework of internal financial controls and compliance systems established and
maintained by the Company along with work performed by the internal, statutory and secretarial auditors
and external consultants, the board is of the opinion that the Company’s internal financial controls were
adequate and effective for period under review.

29. A disclosure for maintenance of cost record as specified under sub-section 148 of the Companies Act
2013: -

The company has made and maintained cost accounts and records as specified by the central
government and complied with provisions of sub-section (1) of Section 148 of the Companies Act, 2013
during the year.

30. The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such
manner as may be prescribed: -

A] Conservation of Energy:

a. Measures Undertaken for Energy Conservation: The Company remains committed to reducing its energy
footprint through targeted operational improvements.

During the year, we implemented the following measures:

Optimized use of natural lighting: Our workshops and office spaces have been thoughtfully designed to
maximize the use of natural daylight throughout operational hours. This architectural approach
significantly reduces reliance on artificial lighting, thereby lowering overall energy consumption and
contributing to a more sustainable work environment.

Transition to low-power computing systems: We have replaced conventional desktop computers with
energy-efficient laptops across our offices, significantly lowering power consumption and supporting our
sustainability goals.

b. Adoption of Alternate Energy Sources: As part of our long-term sustainability strategy, the Company is
actively exploring renewable energy solutions. Plans are underway to install solar panels at key
operational sites, enabling us to harness clean energy and reduce dependence on conventional power
sources. This initiative aligns with our commitment to environmental stewardship and cost-effective
energy management.

c. Capital Investment in Energy-Efficient Equipment: We are preparing to introduce automation technologies
at the manufacturing level. This will enable more precise control over production processes, reduce idle
time, and optimize energy usage—ultimately contributing to improved operational efficiency and
sustainability.

B] Technology absorption:

a. The efforts made towards technology absorption:

With the existing technology, the Company has undertaken research and development by setting up a
dedicated test rig. This R&D initiative has enabled us to reduce the size of the equipment, which in turn
has lowered manufacturing costs and reduced material consumption, thereby contributing to significant
resource savings.

b. The benefits derived like product improvement, cost reduction, product development or import
substitution:

The R&D efforts have resulted in notable product improvement through optimized equipment design. The
reduction in equipment size has led to lower production costs, decreased material consumption, and
efficient use of resources. These advancements have also contributed to enhanced product performance
and competitiveness in the market. This technology is also an import substitution as previously this was
only available in China.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):

i. The details of technology imported:

We have successfully developed a new technology in collaboration with an Australian consultant, focused
on moisture separation.

The entire development process was carried out in-house at our Ambad, Nashik facility, starting from the
creation of test models to the complete design and validation of the system. Additionally, we have
developed a dedicated software tool for calculations and performance analysis, further strengthening the
technology’s reliability and commercial readiness.

ii. The Year of Import: F.Y. 2024-25

iii. Whether the technology been fully absorbed:

The technology has been entirely developed in-house and is being manufactured based on customer
orders.

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Focusing on marketing initiatives and expanding export opportunities.

d. The expenditure incurred on Research and Development:

With the efforts of optimizing cost and the raw material required, 26.52 Lakhs were invested for Research
& Development.

C] Foreign exchange earnings and Outgo:

Foreign Exchange Earnings during the year: Rs. 4,91,23,240/- (Realizations received in INR)

Foreign Outgo during the year: Rs. 2,37,49,324/- (Import Purchase and other expenses)

31. Particulars of loans, guarantees or investments under section 186: -

During the financial year, the Company has not entered into any transactions such as loans, guarantees,
or investments with any other company or individual, as specified under Section 186 of the Companies
Act, 2013. Accordingly, the other requirements under this section are not applicable to the Company.

However, during the financial year 2023-24, the Company had extended a corporate guarantee in favor
of its sister concern, Uniheat Research And Solutions Private Limited, in which the Directors of the
Company are interested, for a loan amounting to T1,00,00,000/- availed by the said entity. The Company
had duly complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of
this transaction.

Subsequently, during the financial year 2024-25, Uniheat Research And Solutions Private Limited repaid
the entire loan, and as on 31st March 2025, no corporate guarantee remains outstanding.

32. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as
provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year
under review were in ordinary course of business and on an Arm’s Length Basis.

The company has obtained the omnibus approval of audit committee their meeting for all related party
transactions as well of shareholders in the 30th Annual General meeting held on 31st July 2024.

The copy of Form AOC-2 forms part of Annual Report and it is annexed as Annexure-I(a).

33. The details relating to deposits, covered under Chapter V of the Act: -

The Company has not accepted any deposits from the public during the year hence Chapter V is Not
Applicable to the Company.

34. The details of deposits which are not in compliance with the requirements of Chapter V of the Act: -

The Company has not accepted any deposits which are not in compliance with the requirements of
Chapter V of the Act during the year.

35. Unsecured loan: -

Pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has not
accepted any unsecured loans from its directors during the financial year under review. Any unsecured
loans previously taken from Directors have been fully repaid during the year, and accordingly, the
outstanding balance as on 31st March, 2025, is NIL.

36. Vigil Mechanism/ Whistle blower Policy: -

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014, the Vigil Mechanism and Whistle-Blower Policy is prepared and adopted by
Board of Directors of the Company.

The Company has a vigil mechanism policy
wherein the Directors and employees are free to
report violations of law, rules and regulations or
unethical conduct, actual or suspected fraud to
their immediate supervisor or provide direct
access to the Chairperson of the Audit
Committee in exceptional cases or such other
persons as may be notified by the Board. The
confidentiality of those reporting violations is
maintained and they are not subjected to any
discriminatory practice.

During the year under review, your Company has
not received any complaints under the vigil
mechanism.

The Vigil Mechanism Policy of the Company is
available on the website of the Company at
https://unitedheat.net/policies/

37. A Statement indicating development and
implementation of a risk management policy
including identification therein of elements of
risk, if any, which in opinion of Board may
threaten an existence of the Company: -

The Company has been on a continuous basis
reviewing and streamlining its various
operational and business risks involved in its
business as part of its risk management policy.
The policy of the Company on risk management
is in place published on the website of the
company viz. https://unitedheat.net/policies/

38. The details about policy developed and
implemented by the Company on Corporate
Social Responsibility initiatives taken during the
year: -

The Company’s CSR initiatives and activities are
aligned to the requirements of Section 135 of the
Act. A brief outline of the CSR policy and the
initiatives undertaken by the Company on CSR
activities during the year under review are set
out in Annexure I (b) of this report in the format
prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. This Policy is
available on the Company’s website at
https://unitedheat.net/policies/.

For other details regarding the CSR Committee,
please refer to the point no. 16 (D) Committees of
Board, which forms part of this report.

39. Policy for Preservation of Documents: -

In accordance with the Regulation 9 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Policy for preservation of documents (The
Policy) has been framed and adopted by the
Board of Directors of the Company in their Board
Meeting to aid the employees in handling the
Documents efficiently. This Policy not only covers
the various aspects on preservation of the
Documents, but also the safe
disposal/destruction of the Documents.

The policy is disclosed on the website of the
company viz. https://unitedheat.net/policies/

40. Policies and Disclosure Requirements: -

In terms of provisions of the Companies Act,
2013 the Company has adopted policies which
are available on its website viz.
https://unitedheat.net/policies/

41. Management's Discussion and Analysis
Report: -

Management's Discussion and Analysis Report
for the period under review, in terms of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and SEBI (Listing Obligations
and Disclosure Requirements) (Amendment)
Regulations, 2018 is presented in a separate
section forming part of the Annual Report in the
form of Annexure-III.

42. Prevention of Insider Trading: -

As required under the provisions of Securities
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, the Board of
Directors has adopted a code of conduct for
prevention of Insider Trading. The Code of
Conduct is applicable to all the directors and
such identified employees of the Company as
well as who are expected to have access to
unpublished price sensitive information related
to the Company. The Code lays down guidelines,
which advises them on procedures to be
followed and disclosures to be made, while
dealing with shares of United Heat Transfer
Limited and cautions them on consequences of
violations also the code is modified from time to
time considering the amendments.

All the adopted codes of conduct and details of
procedures to be followed are disclosed on the
website of company viz.
https://unitedheat.net/policies/

43. Human Resources: -

The Company considers its human workforce as
a valuable resource and ensures their strategic
alignment with the business priorities and
objectives. The board has laid down procedures
which emphasizes the need of attaining
organizational goals through individual growth
and development.

The management has also been providing
necessary training in regard with the
assignments in hand and is ensuring the
personal development across its workforce,
employees, staff which excels them for higher
engagement and exposure to new opportunities
through skill development.

44. Corporate Governance: -

The Company being listed on the SME Platform
of National Stock Exchange is exempted from
provisions of Corporate Governance as per
Regulation 15 of the SEBI (LODR) Regulations,
2015. Hence the Company is not required to
disclose information as covered under Para (C),
(D) and (E) of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Hence Corporate Governance Report is not
required to be annexed with Annual Report.

45. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention Prohibition
and Redressal) Act, 2013: -

The Company has in place an Anti-Sexual
Harassment Policy in line with the Requirements
of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and an Internal Complaints Committee
has been set up to redress complaints received
regarding Sexual Harassment at workplace, with
a mechanism of lodging & redress the
complaints. All employees (permanent,
contractual, temporary, trainees, etc.) are
covered under this policy.

Your Directors further state that, pursuant to the
provisions of Section 22 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder, no complaint of sexual
harassment was received or disposed of during
the financial year under review, and no such case
was pending as on 31st March 2025.

Annual Report on Sexual Harassment Policy for
the period 1st January, 2024 to 31st December,
2024, is annexed to the Annual Report as
Annexure VII.

46. Certification from Chief Financial Officer/Chief
Executive Officer of the Company: -

The Company has obtained a Compliance
Certificate in accordance with Regulation 17(8) of
SEBI (Listing obligations and disclosures
Requirements) Regulations, 2015 from Mr.
Yogesh Vishwanath Patil, Managing Director and
Mr. Vinayak Uttam Parab, Chief Financial Officer
(CFO) of the Company.

The same is enclosed as Annexure IV of the
Annual Report.

47. Disclosure Under Section 43(A)(ii) of the
Companies Act, 2013: -

The Company has not issued any shares with
Differential Rights and hence no information as
per provisions of Section 43(a) (ii) of the Act read
with Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.

48. Disclosure Under Section 54(1)(D) of the
Companies Act, 2013: -

The Company has not issued any Sweat Equity
Shares during the year under review and hence
no information as per provisions of Section 54(1)
(d) of the Act read with Rule 8(13) of the

Companies (Share Capital and Debenture) Rules,
2014 is furnished.

49. Disclosure Under Section 62(1)(B) of the
Companies Act, 2013: -

The Company has not issued any Equity shares
under Employees Stock Option Scheme during
the year under review and hence no information
as per provisions of Section 62(1) (b) of the Act
read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

50. Disclosure Under Section 67(3) of the
Companies Act, 2013: -

During the year under review, there were no
instances of non-exercising of voting rights in
respect of shares purchased directly by
employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures)
Rules, 2014 is furnished.

51. The details of significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status and
company’s operations in future: -

No significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status and the Company’s
operations in future during the year.

52. The details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the
financial year and the 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: -

During the period under review, no application
made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year and there was no instance
of one-time settlement with any Bank or Financial
Institution.

53. A Statement by The Company With Respect To
The Compliance Of The Provisions Relating To
The Maternity Benefit Act 1961

The Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961
during the year under review. All eligible female
employees were extended the benefits as
prescribed under the Act, including maternity
leave, medical bonus, and other related
entitlements.

54. Observance of the Secretarial Standards: -

The Directors state that proper systems have
been devised to ensure compliance with the
applicable Secretarial standards issued by the
Institute of Companies Secretaries of India (ICSI)
and such systems are adequate and operating
effectively.

55. Gender wise Composition of Employee

In alignment with the principles of diversity,

equity and inclusion (DEI), the company discloses

below the gender composition of its workforce

as on March 31, 2025

Male Employee- 123

Female Employee- 7

Transgender Employee- Nil

This disclosure reinforces the Company’s efforts

to promote an inclusive workplace culture and

equal opportunity for all individuals, regardless

of gender

56. Cautionary Statements: -

Statements in this Annual Report, particularly
those which relate to Management Discussion
and Analysis, describing the Company’s
objectives and expectations may constitute
‘forward looking statements’ within the meaning
of applicable laws and regulations. Actual results
might differ materially from those either
expressed or implied in the statement depending
on the circumstances.

57. Acknowledgements: -

The Directors wish to place on record
appreciation and gratitude for all the
co-operation extended by various Government
Agencies/Departments, Bankers, Consultants,
Business Associates, and Shareholders,
Vendors, Customers etc. The Directors also
record appreciation for the dedicated services
rendered by all the Executives, Staff & Workers of
the Company at all levels, for their valuable
contribution in the working of the Company.

For and on behalf of Board of Directors of,
UNITED HEAT TRANSFER LIMITED
(Formerly Known as United Heat Transfer
Private Limited)

Yogesh Vishwanath Patil

(Managing Director, DIN: 00103349 )

Add: Flat No.301, Rushiraj Hariyali Appt.,

Serene Medows, Anandwalli, Nashik - 422013,
Maharashtra, India

Vivek Vishwanath Patil

(Whole Time Director, DIN: 00107234 )

Add : House No.1044, Gat No. 85/2, 86/3,

Govardhan, Gangapur, Nashik - 422222,

Maharashtra, India

Date: 25/07/2025
Place: Nashik