Your Directors have pleasure in presenting the 10^th (Tenth) Annual Report on the business and operations of your Company, together with the Audited Standalone and Consolidated Financial Statements, and the Report of the Statutory Auditors thereon, for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the Financial Year ended March 31, 2026, compared with the previous Financial Year ended March 31, 2025, is summarised as below:

(Rs. in Lakhs)

STATE OF AFFAIRS

During the financial year under review, your Company recorded a Total Income of Rs. 8,478.72 Lakhs on a Standalone basis, comprising Revenue from Operations of Rs. 4,391.59 Lakhs and Other Income of Rs. 4,087.13 Lakhs, as compared to a Total Income of Rs. 6,394.26 Lakhs in the preceding financial year. The Standalone Profit After Tax (PAT) for the financial year reached to Rs. 2,221.66 Lakhs reflecting an increase of 16.43% Y-o-Y. Consequent to this operational performance, the Standalone Net Worth of the Company expanded to Rs. 55,108.40 Lakhs as of March 31, 2026, against Rs. 52,318.82 Lakhs as of March 31, 2025.

On a Consolidated basis, reflecting the operational footprint of your Company along with its subsidiaries, the Total Income for Financial Year 2025-26 stood at Rs. 28,745.97 Lakhs, comprising Revenue from Operations of Rs. 24,049.04 Lakhs and Other Income of Rs. 4,696.93 Lakhs, compared to Rs. 26,769.25 Lakhs in Financial Year 2024-25. The Consolidated Profit After Tax (PAT) for this financial year concluded at Rs. 6,328.30 Lakhs, registering a decrease of 24.17 % Y-o-Y.

In terms of Sections 129, 133 and other applicable provisions of the Companies Act, 2013 (''the Act''), read with the rules made thereunder, the Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, and the relevant disclosure mandates of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'').

DIVIDEND

With a view to conserve resources for the ongoing business operations and to finance strategic future growth initiatives, your Board has deemed it prudent not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2026.

In terms of Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy'' and the same is available on the Company''s website at https://www.unimechaerospace.com/documents/ CorporateGovernance/PolicyDocuments/04-Dividend-Distribution-Policy.pdf.

RESERVES

In respect of the financial year under review, your Board has not proposed to transfer any amount to the General Reserve, and the entire balance of profit after tax has been retained in the Surplus / Retained Earnings account of the Company.

BORROWINGS

As of March 31, 2026, there are no long-term borrowings (non-current financial liabilities) and short-term borrowings (current financial liabilities) of your Company on a standalone basis.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

In terms of Section 134(5)(e) of the Act, the Company has implemented a comprehensive Internal Financial Controls framework that is adequate and operating effectively, commensurate with the scale of its operations. This framework includes robust institutionalised policies and procedures ensuring the orderly and efficient conduct of business, strict adherence to management policies, safeguarding of corporate assets, proactive prevention and detection of frauds and errors, and the absolute accuracy of accounting records for the timely preparation of reliable financial disclosures. During the year under review, no material weaknesses or significant deficiencies were reported in the design or operation of these internal controls.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), all dividend amounts remaining unpaid or unclaimed for a consecutive period of seven years, along with the underlying shares, are statutorily required to be transferred to the Investor Education and Protection Fund (IEPF). During the financial year under review, no amounts or shares were due for transfer, and consequently, the Company was not required to transfer any funds or equity shares to the Demat account of the IEPF Authority.

SHARE CAPITAL

As of March 31, 2026, the Authorised Share

Capital of the Company stood at Rs. 30,00,00,000 (Rupees Thirty Crores only), while the Issued, Subscribed, and Paid-up Equity Share Capital stood at Rs. 25,42,84,415 (Rupees Twenty-Five Crores Forty-Two Lakhs Eighty-Four Thousand Four Hundred and Fifteen only), comprising 5,08,56,883 Equity Shares of face value of Rs. 5 each. During the financial year under review, the Company did not issue any equity shares with differential

rights, sweat equity, bonus shares, or employee stock options (ESOPs), and consequently, there was no change in the paid-up equity share capital of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the Financial Year 2025-26, in accordance with the Share Subscription and Shareholders'' Amendment Agreement dated November 25, 2025, the Company acquired an additional 2,625 Series Seed Compulsorily Convertible Preference Shares (CCPS) of Dheya Engineering Technologies Private Limited. This acquisition, completed for an aggregate consideration of Rs. 552.51 Lakhs, brings the Company''s total stake to 29.99%.

Furthermore, pursuant to the Joint Venture Shareholders'' Agreement executed with Yusuf Bin Ahmed Kanoo Company Limited (''YBAK''), the Company has initiated the establishment of YBAK Unimech Advanced Manufacturing Solutions LLC in Dammam, Saudi Arabia, with a defined equity holding of 51%, the balance 49% being held by YBAK.

In compliance with the mandates of Section 134(3)(g) of the Act, the requisite particulars of loans extended, guarantees given, or investments made under Section 186 of the Act are detailed under Note Nos. 7 & 8 to the Standalone Financial Statements.

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2026, your Company has Two (2) Wholly Owned Subsidiary Companies and One (1) Associate Company.

SUBSIDIARY COMPANIES

In accordance with Section 129(3) of the Act, read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its Consolidated Financial Statements including the subsidiaries and associates which forms a part of this Report. A statement containing the salient features of the Financial Statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure-1 to this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are being made available on our website at https://www.unimechaerospace. com/subsidiary-financials. These documents will also be available for inspection during business hours at the corporate office in Bengaluru, India.

Innomech Aerospace Toolings Private Limited

Innomech Aerospace Toolings Private Limited was incorporated as a private limited company under the Companies Act, 2013 on October 26, 2018. Its corporate identification number is U29200KA2018PTC118006. It has its registered office at Plot No.3, Sy. No. 21-P, Aerospace SEZ Sector, Hitech Defence & Aerospace Park, Kavadadasanahalli, Devanahalli Taluk, Bengaluru - 562 135, Karnataka, India. It is engaged in the business of manufacturing products and components to be used in aerospace sector and to construct facility and set up plant and machinery capable of manufacturing of aerospace sector and to deal in, trade, market, purchase, import, sell, distribute and export parts, components, accessories, equipment, systems and sub-systems and products to be used in aerospace sector or other related sectors as it may deem fit.

The operations of the Company during the Financial Year ended March 31, 2026 resulted in a total revenue of Rs. 20,346.96 Lakhs as compared to Rs. 21,471.76 Lakhs during the Financial Year ended March 31, 2025. The profit after tax for the year is Rs. 4,133.77 Lakhs during the Financial Year ended March 31, 2026 as compared to Rs. 6,459.83 Lakhs during the Financial Year ended March 31, 2025.

Unimech Global Manufacturing Solutions Inc.

Unimech Global Manufacturing Solutions Inc. was incorporated under the Delaware General Corporation Law in the USA on May 29, 2024. It has its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, Delaware. During the period under review, the subsidiary did not engage in any commercial or business activities. Furthermore, no capital infusion or investment was made by the Company into this entity during the current financial year.

RELATED PARTY TRANSACTIONS

As per the Company''s Policy on the ''Related Party Transactions'' and pursuant to the Section 134(3)(h) of the Act, the details of the transactions are disclosed in Form AOC-2 which is enclosed as Annexure-2 to this Report.

The Policy on Related Party Transactions as approved by the Board may be accessed on the Company''s Website at https://www.unimechaerospace.com/documents/ CorporateGovernance/PolicyDocuments/09-RPT.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the Financial Year ended March 31, 2026 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is appended as Annexure-3 forming part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

Declarations from Independent Directors of the Company have been received, confirming that the Independent Directors meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.

BOARD EVALUATION

Pursuant to the requirements of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, its Committees and of individual Directors.

Further, the Independent Directors, at their exclusive Meeting held on February 27, 2026, reviewed the performance of the Board, its Chairman and Non Independent Directors and other items as stipulated under the Listing Regulations.

The Independent Directors have maintained the highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including proficiency) necessary for acting as Independent Directors of the Company.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

As per Regulation 17 of the Listing Regulations, the composition of the Board of the Company shall have an optimum combination of Executive and Non-executive Directors with at least one Woman Director and not less than fifty percent of the Board of Directors shall comprise of Non-executive Directors. Accordingly, the Company is in compliance with the said regulations along with the provisions of the Act.

The Policy of the Company for evaluating the performance of the Board of Directors, including criteria for determining qualifications, positive attributes, independence of directors

and other matters as required under Section 178(3) of the Act is available on the Company''s website at https://www. unimechaerospace.com/documents/CorporateGovernance/ PolicyDocuments/04-Evaluation-of-Performance-of-Board-of-Directors.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. Details of Policy on Directors'' appointment and remuneration forms part of the report on Corporate Governance.

ASSOCIATE COMPANY

Dheya Engineering Technologies Private Limited

Dheya Engineering Technologies Private Limited is engaged in inter-alia the design, development, manufacturing, sales and servicing of micro gas turbines. Your Company has approved an investment in Dheya Engineering Technologies Private Limited, pursuant to which it became an Associate Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, with respect to the Directors'' Responsibility Statement, it is hereby confirmed 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 appropriate 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 for the Financial Year ended March 31, 2026 and of the profit and loss of the Company for that period;

c. The Directors have ensured appropriate 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;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors, have laid down the Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws

*Mr. Krishnappayya Desai and Mr. Akash Shetty, resigned from the position of Company Secretary and Compliance Officer of the Company with effect from closure of business hours on April 05, 2025 and March 03, 2026, respectively.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendment thereof, the Company has undertaken various activities during the year as per its CSR Policy. The projects/ programmes/ activities taken up are in line with Schedule VII of the Act. The thrust areas under CSR are Education, Skill Development, etc. The Company has spent an amount of Rs. 22,89,809/- including Govt. Contribution of Rs. 2,14,205/- under CSR for the Financial Year ended March 31, 2026, against the CSR obligation of Rs. 20,24,196/-.

The Corporate Social Responsibility Policy, composition of the Committee and CSR projects/Activities of the Company is available on the Company''s website at https://www.unimechaerospace.com/documents/ CorporateGovernance/PolicyDocuments/16-Unimech-CSR-Policy-revised.pdf. The CSR report is appended as Annexure-4 to this report.

RISK MANAGEMENT

A policy on Risk Management has been developed and implemented by the Company which oversees the risks that the Company may face such as strategic, commercial, safety, operations, compliance, internal control and finance, cyber risk etc. More details on Risk Management indicating development including identification of elements of risk and their mitigation are covered under Management Discussion and Analysis.

The Board has constituted a Risk Management Committee, which oversees the implementation, monitoring, evaluating the adequacy and reviewing the Risk Management Policy on periodical basis considering the changing industry dynamics and as required in the Listing Regulations. The Risk Management Policy is made available on the Company''s website at https:// www.unimechaerospace.com/documents/Corporate Governance/PolicyDocuments/11-Risk-Management-Policy.pdf.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-5 to this Board''s Report. The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-6 to this Board''s Report.

AUDITORS

STATUTORY AUDITORS

Messrs. MSKA & Associates LLP, Chartered Accountants (FRN: 105047W/W101187) were appointed as Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 8^th Annual General Meeting until the conclusion of the 13^th Annual General Meeting of the Company to be held in the year 2029.

The Auditors'' Report on the Financial Statements for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors appointed Mr. Vijayakrishna K T, Company Secretary in Practice, as the Secretarial Auditor for a fixed term of five consecutive financial years, from FY 2025-26 to FY 2029-30.

The Secretarial Auditor''s Report for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditor''s Report is appended as Annexure-7 to the Annual Report.

As provided in the Listing Regulations, the certificate on Corporate Governance forms part of the Corporate Governance Report. These certificates are issued by Mrs. Kalaivani S, Practising Company Secretary and do not contain any qualification, reservation or adverse remarks.

COST AUDITOR, COST ACCOUNTS AND RECORDS

The provision of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, is not applicable to your Company. Hence, the Company has not appointed any Cost Auditors.

INTERNAL AUDITORS

The Company has appointed Messrs. RSM India, Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2025-26.

ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the Act, the Annual Return as of March 31, 2026 in the prescribed format is made available on the website of the

Company at https://www.unimechaerospace.com/annual-reports-returns.

EMPLOYEE STOCK OPTIONS

The Company had received shareholder approval for the Unimech Employee Stock Option Plan, 2024 (''ESOP'') through a postal ballot process, in accordance with Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Company has granted 98,526 options to identified employees under the ESOP.

The disclosure as per Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on the Investor Section of the Company''s website, at https://www.unimechaerospace. com/esop-disclosures. The said details, also forms part of the Notes to Accounts of the Financial Statements in this Annual Report.

The Secretarial Auditor''s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, will be placed at the ensuing AGM for inspection by the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulations 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis (MDA) forms part of the Annual Report and is appended as Annexure-8 to this report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of the Listing Regulations, a report on Corporate Governance along with a Compliance Certificate issued by Practising Company Secretary is appended as Annexure-9 and forms an integral part of this Report (hereinafter referred to as “Corporate Governance Report”).

Brief statement on the Company''s philosophy on Code of Governance, Familiarisation Programme of Directors, Whistle Blower Policy/Vigil mechanism and Nomination and Remuneration Policy forms part of the Corporate Governance Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The BRSR in terms of Regulation 34(2) of the Listing Regulations is appended as Annexure-10 of this report. The said report has been prepared in accordance with SEBI Guidelines for Business Responsibility and Sustainability Reporting. The said report indicates the Company''s

performance against the nine principles of the National Guidelines on Responsible Business Conduct.

MATERIAL CHANGES & COMMITMENTS

There are material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate to and the date of this report.

1. Hobel Bellows Private Limited

The Company has approved an investment for an amount up to Rs. 450 Crores, along with its Wholly Owned Subsidiary namely ''Innomech Aerospace Toolings Private Limited'' towards the acquisition of ''Hobel Bellows Co.'', a Partnership Firm, through ''Hobel Bellows Private Limited''. Unimech Aerospace and Manufacturing Limited and Innomech Aerospace Toolings Private Limited has acquired 24% and 76% of the shareholding respectively in ''Hobel Bellows Private Limited'', thereby making it a step-down subsidiary of the Company.

2. Uniflux Renewable Energy Private Limited

The Company has incorporated a Wholly Owned Subsidiary in the name and style of ''Uniflux Renewable Energy Private Limited'' on April 27, 2026. It has been established to spearhead the Company''s foray into the renewable energy sector, focusing on manufacturing, engineering innovation, and the execution of Engineering, Procurement, and Commissioning (EPC) projects for clean energy solutions.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025 dated May 30, 2025, the Company has complied with the provisions of the Maternity Benefit Act, 1961 read with the Karnataka Maternity Benefit Rules, 1966, as amended from time to time. The Company is committed to providing maternity benefits and related facilities to eligible women employees in accordance with the applicable statutory requirements.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

2. There was no issue of Equity Shares with differential rights, as to voting, dividend or otherwise.

3. There were no deposits covered under Chapter V of the Act.

4. 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 and Redressal) Act, 2013 (''POSH Act'').

5. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, no incidents reported/occurred requiring proceedings pursuant to the POSH Act.

6. During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

7. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

8. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year.

9. There has been no change in the nature of business of the Company during the financial year.

UTILISATION OF IPO PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the applicable provisions of the Act, the Company successfully completed its Initial Public Offer (IPO) of 63,69,426 Equity Shares of Rs. 5/- each on December 31, 2024 amounting to Rs. 500 Crores. The issue comprised of a Fresh Issue of 31,84,713 Equity Shares of Rs. 5/- each at Rs. 785/- per share amounting to Rs. 250 Crores and Offer for Sale (OFS) of 31,84,713 Equity Shares of Rs. 5/- each at Rs. 785/- per share by the promoter/ promoter group amounting to Rs. 250 Crores.

The Company through postal ballot obtained the shareholders'' approval for change in the objects of the issue on December 17, 2025. Hence, there are changes in the utilisation of proceeds of the funds raised through Initial Public Offering to that extent.

The proceeds of funds raised under Fresh Issue during the IPO of the Company are/would be utilised as per the objects of the issue. The details of the utilisation are given below:

GREEN INITIATIVE

As part of this initiative, soft copies of the Annual Report and the Notice of 10^th Annual General Meeting is being sent to all members whose email addresses are registered with the Company/Depository Participants/Registrar and Share Transfer Agents (RTA).

Further, MCA General Circular No. 03/2025 dated September 22, 2025 read with Regulation 36 of the Listing Regulations, exempts companies from the provision of dispatching hard copies of annual report for this financial year 2025-26. Accordingly, soft copies of the Annual Report 2026 and the Notice of the General meeting will be emailed to shareholders. However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to [email protected] or [email protected] for obtaining the soft copy of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, Banks, Rating Agency, Central and State Governments, Employees, the Company''s valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

Our Directors are pleased to present the 9^th (Ninth) Annual Report for FY 2024-25 of the Company on the business and operations, together read along with the Audited Financial Statements for the Financial Year ended on March 31, 2025 (Standalone & Consolidated), and the Auditors'' Report thereon. The Company''s financial performance for the year under review along with the previous year''s figures are given hereunder:

OPERATING RESULTS AND BUSINESS PERFORMANCE

On a standalone basis, during FY 2024-25, the Company recorded total income of INR 6,394.26 Lakhs comprising revenue from operations of INR 4,244.58 and other income of INR 2,142.69 Lakhs. The Company recorded net profit of INR 1,908.16 Lakhs reflecting an increase of 687% Y-o-Y.

The net worth of the Company on standalone basis in FY 2024-25 stood at INR 52,186.79 Lakhs against INR 2,647.52 Lakhs in FY 2023-24.

During FY 2024-25, on a consolidated basis the Company recorded total income of INR 26,769.25 Lakhs comprising revenue from operations of INR 24,292.48 and other income of INR 2,476.76 Lakhs. The consolidated net profit of INR 8345.66 Lakhs reflecting an increase of 44% Y-o-Y.

The standalone and consolidated financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS).

DIVIDEND

With a view to conserve resources for future operations and growth, the Board has not recommended any dividend for FY 2024-25.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ''Dividend Distribution Policy'' and the same have been uploaded on

the Company''s website at: https://www.unimechaerospace. com/policies/.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the companies act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, there were no such unpaid or unclaimed amounts required to be transferred to IEPF account.

CHANGES IN SHARE CAPITAL

During FY 2024-25, the Company completed a preferential issue of 36,67,090 equity shares with a face value of INR 5 each, ranking equally with the existing equity shares. These shares were issued at a price of INR 681.74 per share, resulting in an aggregate amount of INR 2,50,00,01,937. This preferential allotment was made for cash consideration to a select group of investors who are not part of the Promoter or Promoter Group of the Company, with the

specific proportions and terms determined by the Board/ Committee in accordance with applicable laws.

Following this, the Company successfully launched its Initial Public Offer (IPO) through a combination of a fresh issue and an Offer for Sale. The fresh issue comprised 31,84,713 equity shares with a face value of INR 5 each, offered at a price of INR 785 per share (including a premium of INR 780 per equity share), aggregating to INR 25,000 Lakhs. Simultaneously, the promoters offered for sale 31,84,713 from their existing equity shares, also with a face value of INR 5 each and offered at the same price of INR 785 per share, aggregating to INR 25,000 Lakhs.

The equity shares were allotted to eligible applicants on December 27, 2024, and the listing and trading of the Company''s shares commenced on December 31, 2024, on BSE Limited and National Stock Exchange of India Limited.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the approval of the Board of Directors at its meeting held on November 04, 2024, the Company has entered into a Share Subscription and Shareholders Agreement with Dheya Engineering Technologies Private Limited on November 11, 2024, for acquiring a proposed stake of up to 30% for a total consideration of INR 10,50,00,000/-(Rupees Ten Crores and Fifty Lakhs only) in one or more tranches. In this regard, the Company has made the first tranche of investment amounting to INR 5,00,00,000/- (Rupees Five Crores Only) against which 2,387 Compulsory Convertible Preference Shares representing 16.94% of the share capital were allotted on November 20, 2024.

Further, all the details pertaining to loans, investments, securities and guarantees are disclosed in note number 7 of the Standalone Financial Statements for the year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Transactions entered into with related parties during FY 2024-25 are at arm''s length basis and in the ordinary course of business. During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act. The details of material transactions in term of the Company''s policy for determining material related party transaction under Regulation 23 of SEBI Listing Regulations is disclosed in Form AOC-2 which is appended as Annexure 2 to the Report. The said policy is available on the Company''s website at www.unimechaerospace.com.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s Website at: https://www.unimechaerospace.in/policies/.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations the Management Discussion and Analysis Report covering operations, performance and outlook of the Company is appended as Annexure 7 to the Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 read with Schedule V of SEBI Listing Regulations, a report on Corporate Governance along with a Compliance Certificate issued by Practicing Company Secretary are appended as Annexure 8 and forms an integral part of this Report (hereinafter referred to as "Corporate Governance Report").

Note on Code of conduct, Board evaluation, Board Diversity Policy, Training of independent directors - familiarisation of directors, Whistle Blower policy/Vigil mechanism & Nomination and Remuneration policy forms part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors, that he/she meets the criteria of independence laid down in Section 149(6) of the Act, rules made thereunder and Regulation 16 and other applicable provisions of SEBI Listing Regulations.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

As per Regulation 17 of LODR the Composition of the Board of the Company shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty percent. of the board of directors shall comprise of non-executive directors. Accordingly, Company is in compliance with the above regulations along with the provisions of Companies Act, 2013. Thereby the Company is maintaining the independence of the board and separate its functions of governance and decision making.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Company''s website www.unimechaerospace.com. We affirm that,

the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company. Details of Policy on directors'' appointment and remuneration form part of the Corporate Governance Report - Annexure 8.

SUBSIDIARIESInnomech Aerospace Toolings Private Limited

As of March 31, 2025, the Company has a Material Subsidiary - Innomech Aerospace Toolings Private Limited (an Indian Material Subsidiary) which was incorporated on October 26, 2018, which is a wholly owned subsidiary.

Furthermore, during the year, the Board of Directors reviewed the affairs of the said subsidiary every quarter. In accordance with Section 129(3) of the Companies Act,

2013, read with Rule 8 of Companies (Accounts) Rules,

2014, the Company has prepared its consolidated financial statements including all the said subsidiaries which form part of this Report. A statement containing the salient features of the financial statements of the said subsidiaries in the prescribed format Form AOC-1 is appended as Annexure 1 to the Report.

In accordance with Section 136 of the Act'', the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are being made available on our website www.unimechaerospace. com. These documents will also be available for inspection during business hours at our registered office in Bengaluru, India.

A review of the operations of the subsidiary is as follows:

The operations of the Company during FY 2024-25 resulted in a total revenue of INR 21,471.76 Lakhs as compared to INR 18,653.30 Lakhs in FY 2023-24. The profit after tax for the year is INR 6,459.83 Lakhs in FY 2024-25 as compared to INR 5,639.14 Lakhs in FY 2023-24.

Unimech Global Manufacturing Solutions Inc.

No business was undertaken in this subsidiary during the FY 2024-25 under report and further, no capital has been invested in the subsidiary.

INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Act. The Board is of the opinion that the Company''s IFC is commensurate with the nature and size of its business operations and operates effectively with no material weakness. The Company has a process in place

to continuously monitor the IFC, identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed 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 appropriate accounting policies and applied them consistently and made judgements 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 and loss of the Company for period;

c. The Directors have ensured appropriate and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors have laid down the Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

BOARD OF DIRECTORS'', COMMITTEES & MEETINGS

The details of Composition of the Board and its Committees are disclosed in the Report on Corporate Governance forming part of this Report. In compliance with the Act and SEBI Listing Regulations, the Company has five (5) Committees of the Board as on March 31, 2025 i.e. Audit Committee(AC), Nomination and Remuneration Committee(NRC), Stakeholders Relationship Committee(SRC), Corporate Social Responsibility Committee(CSRC) and Risk Management Committee(RMC).

During the FY 2024-25, 10 (Ten) Board Meetings were held. The details of the Meetings of the Board and its Committee meetings are exhibited in the Corporate Governance Report. As prescribed by the provisions of Secretarial Standard-1

("https://ca2013.com/wp-content/uploads/2024/02/ Final SS-1.pdf"SS-1 Meeting of Board of Directors) issued by the Institute of Company Secretaries of India (the "ICSI") and the Regulation 17 of LODR the maximum gap between any two meetings of the Board did not exceed 120 days.

Pursuant to provisions of the Act, and the articles of association of the Company, Mr. Rajanikanth Balaraman (DIN: 07894421) retires by rotation at the ensuing 09th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

RISK MANAGEMENT

A policy on Risk Management has been developed and implemented by the Company which overseeing the risks that the Company may face such as strategic, commercial, safety, operations, compliance, internal control and finance, cyber risk etc. More details on Risk Management indicating development including identification of elements of risk and their mitigation are covered under the Management'' Discussion and Analysis Report appended as Annexure 7 to the Report.

The Board has constituted a Risk Management Committee, which oversees implementation, monitoring, evaluating the adequacy and reviewing the Risk Management Policy on

periodical basis considering the changing industry dynamics and as required in the SEBI Listing Regulation. The Risk Management Policy is made available on the Company''s website at www.unimechaerospace.com.

AUDITORS & AUDIT REPORTS STATUTORY AUDITORS

Messrs. MSKA & Associates, Chartered Accountants (FRN: 105047W) were appointed as Statutory Auditors of the Company for a period of Five years commencing from the conclusion of the 8th Annual General Meeting until the conclusion of the 13th Annual General Meeting of the Company to be held in the year 2029.

The Auditors'' Report on the financial statements for FY 2024-25 does not contain any qualification, reservation or adverse remark. There have been no instances of fraud committed against the Company by its officers or employees during the year reportable by the Auditors in terms of Section 143(12) of the Act.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mrs. Kalaivani S- Practising Company Secretary, as the Secretarial Auditor for FY 2024-25.

The Secretarial Audit Report for FY 2024-25 does not contain any qualification, reservation or adverse remark nor any instances of fraud committed against the Company by its officers or employees during the year. The Secretarial Auditors'' Report is appended as Annexure 6 to the Report in this Annual Report.

As provided in the SEBI Listing Regulations, the certificate on corporate governance forms part of the Corporate Governance Report. These certificates are issued by Mrs. Kalaivani S, a Practising Company Secretary and do not contain any qualification, reservation or adverse remarks.

COST AUDITOR, COST ACCOUNTS AND RECORDS

The provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, is not applicable to our Company. Hence, the Company has not appointed any Cost Auditor.

DISCLOSURE EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with 134(3) of the Act, the Annual Return as of March 31, 2025 is made available on the website of the Company at www.unimechaerospace. com.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for FY 2024-25 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in the Annexure 3 forming part of this Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The BRSR in terms of Regulation 34(2) of SEBI Listing Regulations is appended as Annexure 9 of this report. The

said report has been prepared in accordance with SEBI Guidelines for Business Responsibility and Sustainability Reporting. The said report indicates the Company''s performance against the nine principles of the National Guidelines on Responsible Business Conduct.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 4 to the Board''s Report. The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure 5 to the Board''s Report.

EMPLOYEE STOCK OPTIONS

During the year, Company obtained approval from shareholders for the ESOP Scheme 2024 at its ExtraOrdinary General Meeting held on June 22, 2024.

Subsequently, the Company successfully listed its Equity Shares on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 31, 2024, following its Initial Public Offer (Fresh Issue and Offer for Sale).

Furthermore, in compliance with Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, the Company secured the approval of its shareholders for the ESOP Scheme 2024 through postal ballot resolution on March 25, 2025.

The Company has not granted any options to any employees under the ESOP Scheme 2024 as of March 31, 2025.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate to and the date of this report.

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

2. There was no issue of equity shares with differential rights, as to voting, dividend or otherwise.

3. There were no deposits covered under Chapter V of the Companies Act, 2013.

4. The Managing Director draws a part of his remuneration from Innomech Aerospace Toolings Private Limited.

5. 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 and Redressal) Act, 2013.

6. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, No incidents reported/ occurred requiring proceedings pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. During FY 2024-25, the Company has not transferred any amount to reserve.

GREEN INITIATIVE

As part of this initiative, soft copies of the Annual Report and the Notice of 9th Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants/Registrar and Share Transfer Agents(RTA).

Further MCA General Circular No 09/2024 dated September 19, 2024, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024 exempts companies from the provision of dispatching hard copies of annual report for this FY 2024-25, Accordingly, soft copies of the Annual Report 2025 and the Notice of the General meeting

will be emailed to shareholders. However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to investorrelations@ unimechaerospace.com or [email protected]. for obtaining the soft copy of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, Banks, Rating Agency, Central and State Governments, Employees, the Company''s valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

The Board also wishes to place on record its appreciation to the Lead Managers, Legal Counsels, Securities Exchange Board of India (SEBI), Registrar of Companies (ROC), National Stock Exchange of India Limited (NSE), BSE Limited(BSE), Registrar and Transfer Agent (RTA), Auditors, Bankers and all Intermediaries for their co-operation and immense support extended to the Company in its entire process of the Initial Public Offerings(IPO).

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

Your Directors are pleased to present the Eighth (8^th) Annual Report of the Company together with
the Audited Statements of Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Company’s financial results for the year ended 31^st March 2024 along with previous year’s
figures are exhibited hereunder:

(Rs. hi Lakhs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The details of Business operations during the year irnder review are as under:

The Company posted a revenue of Rs. 3,069.97 lakhs for the year ended 31^stMarch 2024 as against
Rs. 2,841.36 posted in the previous fiscal year. The Company achieved a net profit of Rs. 242.50 as
against the net profit of Rs. 233.36 in the previous fiscal year.

The Company has made significant efforts in the recent past to create a pathway for future growth and
expects to continue its growth trajectory in medium to long-term. Considering the business
opportunities in the market, The Board is of the opinion to expand the Company’s horizon by tapping
the new customers, expanding the existing facilities and making the business acquisitions in India and
abroad in the coming years.

3. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule
8(ii) of the Companies (Accounts) Rules, 2014.

4. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE
OF THE REPORT:

There are no material changes and commitalents between the end of the Financial Year and the Date
of the Report, which affect the financial position of the Company.

5. DIVIDEND

To conserve resources for future growth, the Directors have not recommended any dividend.

6. AMOUNTS TRANSFERRED TO RESERVES

The Company has not transferred any amount to general reserves during the financial year.

7. DEPOSITS

The Company has not invited / accepted / renewed any deposits from the public as defined under the
provisions of Companies Act, 2013 and accordingly, there were no deposits winch were due for
repayment on or before 31^st March 2024.

8. SHARE CAPITAL:

The Authorized Capital of the Company:

The Authorized Capital of the Company as on 31^st March, 2024 is Rs. 30,00,00,000/- (Rupees Thirty
Crores only) divided into 6.00,00.000(Six Crores) Equity Shares of Rs.5/- (Rupees Five onlyl^adL

Issued, subscribed and paid up Capital of the Company:

The issued, subscribed and paid-up Equity Share capital of the Company as on 31^s'' March 2024 is Rs.
22,00,25,400/- (Rupees Twenty-Two Crores Twenty Five Thousand and Four Hundred only) divided
into 4,40.05,080 (Four Crores Forty Lakhs Five Thousand Eighty) Equity Shares of Rs. 5/- (Rupees
Five only) each.

Further, following corporate actions have been undertaken in the Company between the end of the
Financial Year of the Company to which the Financial Statements relate and the date of the report:

1. The Company has converted 544 Compulsory Convertible Debentures at a conversion price of
Rs.5,495/- (Rupees Five Thousand Four Hundred Ninety Five only) which includes Face Value of
Rs.100/- (Rupees One Hundred only) and premium of Rs.5,395 (Rupees Five Thousand Three
Hundred Ninety Five only).

2. The Authorized Share Capital of the Company was increased from Rs. 1,10,00,000/- (One Crore and
Ten Lakhs only) to Rs. 30,00,00.000/- (Rupees Thirty Crores only).

3. The Nominal value of the Equity Shares of the Company was sub-divided from Rs. 100/- per Share to
Rs. 5/- per Share.

4. The Company had issued Bonus Shares hi the ratio of 1:20 (for every 1 Share held in the Company,
20 Bonus Shares were issued).

5. The Paid-up Share Capital of the Company was increased from Rs. 1,04,23.000/- (One Crore Four
Lakhs and Twenty-Three Thousand only) to Rs. 22,00,25,400/- (Rupees Twenty-Two Crores Twenty-
Five Thousand and Four Hundred only).

Disclosure regarding Issue of Equity Shares with Differential Voting Rights:

During the year under review, the Company has not issued Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not issued Shares Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued Sweat Equity Shares.

Disclosure regarding Buy Back of Securities:

During the year under review, the Company has not bought back any of its Secuirtj^M>\

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9. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Company was converted from Private Limited Company into a Public Limited Company with
effect from 21 June, 2024 and consequently the name of the Company was changed from “Unimech
Aerospace and Manufacturing Private Limited” to “Unimech Aerospace and Manufacturing
Limited” by deletion of the word “Private” from the name of the Company. The Memorandum of
Association and Articles of Association of the Company have been modified accordingly.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel as on 31.03.2024 are as follows:

*Mr. Krishnappayya Desai was appointed as (lie Company Secretary of the Company on 11* March,
2024.

11. CHANGE IN DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL
Retirement by rotation and subsequent re-appointment

This being the first-year post conversion of the Company, Mr. Preetham Venkatesh. Whole-time
Director of the Company, being the longest serving Director in the Company, retires by rotation. He
being eligible to be the Director, offer''s himself for re-appointment.

The Board at its Meeting held on 30*April, 2024 approved the below appointments and subsequently
Shareholders approval was taken at the Extra-Ordinary General Meeting held on 22 June 2024:

(1) Appointment of Mr. Anil Puttan Kumar (DEN: 07683267) as Chairman and Managing Director
of the Company.

The Board appointed Mr. Anil Puttan Kumar (DIN: 07683267), as Chairman and Managing

Director of the Company for a period of 5 years with effect fr om 30* April, 2024 to 30* April,

2029 (not liable to retire by rotation). His appointment was approved in the Extra-

General Meeting held on 22 June 2024. /& "''vW

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( § ( BENGALURU ] 3
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(2) Appointment of Mr. Ramakriskna Kamojkala(DIN: 07004517) as Whole-time Director and the
Chief Financial Officer (CFO) of the Company.

The Board appointed Mr. Ramakrishna Kamojhala (DIN: 07004517), as Whole-tune Director of
the Company for a period of 5 years with effect from 30* April, 2024 to 30* April, 2029 (liable
to retire by rotation). He is also being appointed as the Chief Financial Officer (CFO) of the
Company.His appointment was approved in the Extra-Ordinary General Meeting held on 22 June
2024.

(3) Appointment of Mr. Preetham Venkatesh (DIN: 07683268) as Whole-Time Director of the
Company.

The Board appointed Mr. Preetham Venkatesh (DIN: 07683268), Whole-time Director of the
Company for a period of 5 years with effect from 30* April, 2024 to 30* April, 2029 (liable to
retire by rotation). His appointment was approved in the Extra-Ordinary General Meeting held on
22 June 2024.

(4) Appointment of Mr. Rajanikanth Balaraman (DIN: 07894421) as Whole-Time Director of the
Company.

The Board appointed Mr. Rajanikanth Balaraman (DIN: 07894421), as Whole Tune Director of
the Company for a period of 5 years with effect from 30* April, 2024 to 30* April, 2029 (liable
to retire by rotation). His appointment was approved in the Extra-Ordinary General Meeting held
on 22 June 2024.

(5) Appointment of Mr. Mani Puttau(DIN: 08042129) as Whole-Time Director of the Company.

The Board appointed Mr. Mani Puttan (DIN: 08042129), as Whole Time Director of the
Company for a period of 5 years with effect from 30* April, 2024 to 30* April, 2029 (liable to
retire by rotation). His appointment was approved in the Extra-Ordinary General Meeting held on
22 June 2024.

12. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a tune gap of not more than 120 days
between two consecutive Meetings. Additional Meetings of the Board of Director''s are held when
necessary.

During the year under review 13 (Thirteen) Meetings were held and all Meetings were held within
statutory time limits with proper quorum. The details of Board meetings held during the year are as
under:

Following table exhibits the attendance of the Directors at the Meetings of the Board during the year
under report:

The Agenda of the Meeting is circulated to the Dir ectors in advance. Minutes of the Meetings of the
Board of Dir ectors were prepared, cir culated and maintained according to the provisions of Secretarial
Standards and the Companies Act, 2013.

13. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT
OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

During the Financial Year 2023-24, The Consultancy fees was paid to Managing Director and Whole
Time Dir ectors as per the below table:

14. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND OF INDIVIDUAL DIRECTORS:

The Board of Directors has earned out an annual evaluation of its own performance. Board
committees and individual Directors, pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs front all the Directors
based on criteria such as Board structure and composition, formation and delegation of
responsibilities to Committees, Board processes and then effectiveness, degree of effective
communication with the stakeholders.

15. BOARD COMAHTTEES

As on 31 March 2024 the Company is not required to have the Board Committees However, pursuant
to Conversion of Pvt Limited Company to Public Limited Company. The Company has constituted
the following Board Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company as on 31^st
March, 2024.

17. VIGILANCE MECHANISM/WHISTLE BLOWER POLICY:

The Provision fo Whistle blower policy is not applicable to the Company as at year end 31 March
2024. The Company has converted in to a public Limited Company effective from 22 June 2024 and
is planning to established a Whistle Blower Policy for Directors and employees to report their genuine
concern.

18. 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:

The provision of Section 178 of Companies Act, 2013 are not applicable to the Company fp^t^.
financial year ended 31^SI March. 2024.

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I cr I ocuGALURU I 5 I

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to
the Company for the year ended 31^st March, 2024. The Company has appointed 5 Independent
Directors on to the Board of the Company on 03 July 2024.

1. Mr. Mukund Srinath

2. Mr. Ashok Tandou

3. Mr. Pavan Krislinamurthy

4. Mrs. Vidya Rajarao

5. Mr. Sridliar Ranganathan

20. AUDITORS:

Statutory Auditors:

Messrs Sowmya and Associates, Chartered Accountants, (FRN: 018306S), who were appointed as
Statutory Auditors of the Company by the Shareholders for the period of 5 Years in the Sixth Annual
General Meeting, have resigned as the Statutory Auditors of the Company w.e.f. 16^th November,

2023.

Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and, the Board of
Directors of the Company at its meeting held on 12^th December, 2023, has appointed Messrs MSKA
& Associates, Chartered Accountants (FRN No 105047W), for the Financial Year ended 31^s! March,

2024, as the Statutory Auditors of the Company to fill the Casual Vacancy caused by the resignation
of Messrs Sowmya and Associates. The appointment of Messrs MSKA & Associates, Chartered
Accountants, was approved by the Members at the Extra-Ordinary General Meeting held on 12^th
December 2023.

Further, the Board of Directors, at its meeting held on 03 July 2024, has proposed the appointment of
Messrs MSKA & Associates, Chartered Accountants (FRN No 105047W) as Statutory Auditors of
the Company for a period of five years, to hold office from the conclusion of the 8^dlAGM till the
conclusion of the 13^th Annual General Meeting of the Company to be held in the year 2029.

Cost Auditors:

Pursuant to the provisions of the Companies Act, 2013 & the Rules framed thereunder the Cost Audit was
not applicable to the Company dming the year.

Secretarial Auditors:

Pursuant to the provisions of the Companies Act, 2013 & the Rules framed thereunder the Secretarial Audit
was not applicable to the Company during the year. However for the FY 25 the company has appointed Ms.
Kalai Vani as Secretarial Auditor o the Company.

Internal Auditor:

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made thereunder,
the Board has appointed M/s NSVM & Co as IntemalAuditors of the Company for the financial year
2023-24. The Company has re-appointed the said fmn as Internal Auditors for the FY 25

21. QUALIFICATIONS IN THE AUDIT REPORT:

There were no qualifications or observations by the Auditors in then Audit Repoiton the Internal
Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”).

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has made investment in subsidiaries and granted loans to subsidiaries during the year as
per the provisions of Section 186 of the Companies Act, 2013.

Details of the same are reported in Notes to Accounts to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

The Company has not entered into any contracts or arrangements with the related parties dining the
financial year 2023-24 to which the provisions of Section 188 of the Companies Act, 2013 apply.

However, there are payments made to persons specified under section 40A(2)(b) of the Income Tax
Act, 1961, details of the same are attached in Note No 2.40 of Financial Statements and Annexure II
-AOC2.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

In today’s economic environment. Risk Management is a very important part of business. The mam
aim of risk management is to identify, monitor and take precautionary measures in respect of the
events that may pose risks for the business. Your Company’s risk management is embedded in the
business nrocesses Your comnanv has identified the following risks''

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Board of Directors of the Company has constituted Committee on Corporate Social
Responsibility in line with the provision of Section 135 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2015.

The Committee has formulated and recommended to the Board CSR policy indicating the
project/activities to be undertaken by the Company as specified in the Schedule of the Companies
Act, 2013.

The details of the amounts to be spent during the current financial period and the manner in which it
was spent are attached as a part of this Annual Report as Annexure III.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Subsidiary of the Company, “Unimech Healthcare Private Limited” having CIN:
U33100KA2022PTC160598, was disinvested by the Company, during the year.

Salient features of the Wholly Owned Subsidiary. “Innomech Aerospace Toolings Private Limited”
having CIN: U29200KA2018PTC118006. is attached as an Annexure I to this Report.

27. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

Given the nature of business and size of operations, Your Company’s Internal Financial Control
System has been designed to provide for:

a. Accurate recording of transactions with internal checks and prompt reporting.

b. Adherence to applicable Accounting Standards and Policies.

c. Compliance with applicable stamtes, policies and management policies and procedures.

d. Effective use of resources and safeguarding of assets.

This ensures that all transactions are authorized, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition there are
operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.
An extensive program of internal audits and management reviews supplements the process of internal
financial control framework. Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal financial control framework has been designed to ensure that the
financial and other records are reliable for preparing financial and other statements and for
maintaining accountability of assets. The Internal Control System provides for well documented
policies/guidelines, authorizations and approval procedures.

The Company has independently conducted the review of financial controls over reporting as at the
year end. There was no reportable weakness identified.

28. ANNUAL RETURN:

As required under section 92(3) of the Companies Act, 2013 and rule 12 of the Companies
(Management and Administration) Rules, 2014 read with Companies Amendment Act, 2020, an
annual return in MGT-7 is prepared and kept at the registered office of the Company and available for
the inspection for the Members during business hours on any working day of the Company. Also, the
same has been placed on the website of the Company and the same can be assessed at URL:
https://iuiimechaerospace.com/amiual-retiun.

29. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
(A) Conservation of Energy:

31. ORDER OF COURT:

There were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company’s operation in future.

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

The Company has always believed in providing a safe and harassment free workplace for eveiy
individual working in Company’s premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment.

A policy on Prevention of Sexual Harassment at Workplace has been released by the Company. The
policy aims at prevention of harassment of employees and lays down the guidelines for identification,
reporting and prevention of undesired behaviour. Three Member Internal Complaints Committee
(ICC) has been set up from the senior management with women employees constituting majority. The
ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines
provided in the Policy.

No complaints pertaining to sexual harassment was reported during the year.

33. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the Company.

34. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries
of India on Board Meetings and Annual General Meetings.

35. APPLICABLE STATUES TO THE COMPANY:

The Company has duly complied with all the applicable laws for the operations of its business,
including but not limited to, Companies Act, 2013 and rules made there under; Foreign Exchange
Management Act, 1999; Income Tax Act, 1961; Custom duty Act, 1962; The Minimum Wages Act,
1948; The Karnataka Shops and Establishments Act, 1961; The Karnataka Tax On Professions,
Trades, Callings And Employment Act. 1976; The National & Festival Holidays Act, 1963; The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; The
Information Technology Act, 2000; Integrated Goods and Sendee Tax Act 2017; Central Goods and
Service Tax Act 2017; Karnataka State Goods and Service Tax Act 2017.

36. INVESTORS’ EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
Dividends are required to be transferred by the Company to the IEPF, established by the
Government of India, after the completion of seven years. Further, according to the Rules, the
Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive
years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amoimts required to be transferred
to IEPF account.

37. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):

/ Vi''

There was no report of embezzlement of money during the year. /%/ \4\

38. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial standards-4 in case the company has revised its financial statement or the
Report in respect of any of the three preceding financial years either voluntarily or pursuant to the
order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report
of the year as well as in the Report of the relevant financial year in which such revision is made.

In your Company there is no revision of Financial Statement took place in any of the three
preceding financial years under consideration.

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

There is no such process initiated during the year, therefore said clause is not applicable to the
Company.

40. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

41. INVESTORS’ EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
Dividends are required to be transferred by the Company to the DEPF, established by the Government
of India, after the completion of seven years. Further, according to the Rules, the Shares on which
Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall
also be transferred to the DEMAT account of the IEPF Authority. During the year under review, there
were no unpaid or unclaimed amount required to be transferred to IEPF account.

42. CREDIT RATING OF SECURITIES:

The Company has not obtained any rating from the credit rating agency for the securities during the
year. Therefore, the said clause is not applicable to the Company.

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors’ confrmr that:

Applicable accoiurting standards have been followed hr the preparation of the annual accounts and
that no material departures have been made from the same;

Accounting policies have been selected and applied consistently. Judgments and estimates made 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 FY2023 and of the profit of the Company for that period;

Proper and sufficient care has been taken to maintain 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;

Annual accounts have been prepared on a going concern basis Adequate internal financial controls
for the Company to follow have been laid down and these are operating effectively; and

Proper and adequate systems have been devised to ensure compliance with the provisions of all
applicable laws and these systems are operating effectively

44. ACKNOWLEDGEMENTS:

The Directors would like to express their grateful appreciation for the assistance and co-operation
received from the Franchisees & Business Associates, Banks and Financing Agencies, Customers and
Suppliers in India and abroad.

The Directors also wish to place on record then deep sense of appreciation for the committed sendees
of the Executives, Staff and other Employees of the Company. Your Directors also thank the
Shareholders for then continued confidence and support.

For and on behalf of

Unimech Aerospace and Manufacturing Limited

Anil KumariHlUaiT" (§(bengai.uru )| j Kamaknslma Kamoihala

\^V 560 058 JSJ ^J

Chairman & Managing Director Whole-tune Director (Finance)

DIN: 07683267 DIN:07004517