United Heat Transfer Ltd Directors Report

To,

The Members,

United Heat Transfer Limited

(Formerly known as United Heat Transfer Private Limited)

Your directors have pleasure in presenting their 32nd Annual Report on the business and operations of the company and the accounts for the financial year ended on 31st March, 2026.

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

The summary of the financial performance for the financial year ended March 31, 2026 is given below:

(Rupees in Lakhs)

Particulars	Financial year ended on 31st March 202 6 (Figures in Rs.)	Financial year ended on 31st March 2025 (Figures in Rs.)
Revenue from Operations	7287.91	6681.45
Other Income	99.70	106.86
Total Income	7387.61	6788.31
Total Expenditure	6242.01	5542.72
Profit Before Depreciation, Interest, & Tax	1145.60	1245.59
Finance Costs	260.73	337.07
Profit Before Depreciation & Tax	884.87	908.52
Depreciation and Amortization Expenses	205.94	196.82
Profit before Extraordinary Items and Tax	678.93	711.70
Extraordinary Items	-	-
Net Profit/Loss before Tax	678.93	711.70
Provision for Taxation Current Tax	148.29	155.74
Deferred Tax Expenses/ (Income)	26.86	27.75
Income tax of earlier year	3.16	(2.08)
Net Profit / (Loss) - After Tax	500.62	530.29

2. Review of Operations : -

The Total Income of the Company stood at Rs. 7287.91 Lakh for the financial year ended March 31, 2026 as against Rs. 6681.45 Lakh in the previous year. The Company made a Net Profit from Business Operations of Rs. 500.62 lakh for the financial year ended March 31, 2026 as compared to the Rs. 530.29 Lakh in the previous year.

Management Reply:

The Company has managed to increase its revenue during FY 2025-26, supported by confirmed orders in hand. However, the geopolitical situation arising from the 2026 U.S.-Israel-Iran conflict resulted in volatility in the availability and pricing of raw materials, leading to an increase in input costs.

Further, to mitigate unpredictable lead-time volatility, safeguard gross margins and avoid production disruptions, the Company was required to maintain higher levels of safety stock. The increase in raw material costs and inventory requirements exerted pressure on operating margins, resulting in lower profitability despite the increase in revenue during FY 2025-26.

Accordingly, the reduction in profit and lower cash accruals during the year were primarily due to increased raw material costs and the consequent pressure on margins.

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, 2026 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 2026.

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 2026.

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:

The issued, subscribed and paid-up capital of the Company is Rs. 19,00,40,000/- consisting of 1,90,04,000 Equity shares of Rs. 10/- each.

C] Changes in Share Capital:

During the period under review, there was no change in the authorized, subscribed, issued and paid-up capital of the Company.

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, 2026 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, 2026.

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 its board as on 31st March 2026.

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 Directors have submitted disclosures of their interest in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013 and declarations in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013. The said disclosures and declarations were placed before and noted by the Board of Directors at its first meeting of the Financial Year 2026-27 held on 27th May, 2026.

15. Number of Board Meetings held in the financial year 2025-26:-

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

During the financial year 2025-26 the board met 06 (Six) times on 29th April 2025, 28th May 2025, 4th July 2025, 25th July 2025, 13th November 2025 and 11th February 2026 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:

Date of Meeting	Mr. Yogesh Vishwanath Patil	Mr. Vivek Vishwanath Patil	Ms. Durva Yogesh Patil	Mr. Shatanik Vivek Patil	Mr. Sahil Vikas Garu d	Mr. Girish Gururaj Masur	Mr. Deepak Popat Jondhale	%age Attendance
29-04-2025	Present	Present	Present	Present	Present	Absent	NA	66.67%
28-05-2025	Present	Present	Absent	Absent	Present	Present	NA	66.67%
04-07-2025	Present	Present	Absent	Present	Present	Present	NA	83.33%
25-07-2025	Present	Present	Absent	Present	Present	NA	Present	83.33%
13-11 -2025	Present	Present	Absent	Present	Present	NA	Present	83.33%
11 -02-2026	Present	Present	Present	Present	Present	NA	Present	100%
% of Attendance	100%	100%	33.33%	83.33%	100%	33.33%	100%

During the year under review, Independent Directors Meeting was held on 11th February, 2026 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. Deepak Popat Jond- hale 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, 2026 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 constitut ed 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 5 (Five) times during the financial year ended 31st March, 2026 on 28th May, 2025, 04th July, 2025, 25th July, 2025, 13th November, 2025 and 11th February, 2026 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:

Name of Member Date of Meeting	Mr. Sahil Vikas Garud	Mr. Girish Gururaj Masur	Mr. Yogesh Vishwanath Patil	Mr. Deepak Popat Jondhale	% age Attendance
28-05-2025	Present	Present	Present	NA	100%
	Chairman & Member	Member	Member	NA
04-07-2025	Present	Present	Present	NA	100%
	Chairman & Member	Member	Member	NA
25-07-2025	Present	NA	Present	Present	100%
	Chairman & Member	NA	Member	Member
13-11-2025	Present	NA	Present	Present	100%
	Chairman & Member	NA	Member	Member
11-02-2026	Present	NA	Present	Present	100%
	Chairman & Member	NA	Member	Member
% of Attendance	100%	100%	100%	100%

The Audit committee is primarily responsible for overseeing:

- the integrity of the Companys 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 perfor mance 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) times during the financial year ended 31st March, 2026, on 04th July, 2025 and 13th November, 2025 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:

Name of Member	Mr. Sahil Vikas Garud	Mr. Girish Gururaj Masur	Mr. Shatanik Vivek Patil	Mr. Deepak Popat Jondhale	%age Attendance
Date of Meeting
04-07-2025	Present	Present	Present	NA
	Chairman & Member	Member	Member	NA	100%
13-11-2025	Present	NA	Present	Present
	Chairman & Member	NA	Member	Member	100%
% of Attendance	100%	100%	100%	100%

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, 2026, on 28th May, 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:

Name of Member	Mr. Sahil Vikas Garud	Mr. Shatanik Vivek Patil	Mr. Vivek Vishwanath Patil	%age Attendance
Date of Meeting
28-05-2025	Present	Absent	Present	66.67%
	Chairman & Member	Member	Member
% of Attendance	100%	0%	100%

The Company did not receive any investor complaints during the financial year ended 31st March, 2026. Accordingly, no investor complaints were pending as on 31st March, 2026.

The Company had no share transfers pending as on March 31, 2026.

Stakeholders Relationship Committee

- 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 (two) times during the financial year ended 31st March, 2026, on 13th November, 2025 and 11th February, 2026 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:

Name of Member	Mr. Yogesh Vishwanath Patil	Mr. Vivek Vishwanath Patil	Mr. Sahil Vikas Garud	% age Attendance
Date of Meeting
13-11 -2025	Present	Present	Present	100%
	Chairman & Member	Member	Member
11-02-2026	Present	Present	Present	100%
	Chairman & Member	Member	Member
%age Attendance	100%	100%	100%

Corporate Social Responsibility (CSR) Committee:

- To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

- To review and recommend the amount of expenditure to be incurred on activities referred to in Section 135(a) of the Companies Act, 2013;

- To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken by the Company from time to time;

- To Monitor the Corporate Social Responsibility policy of the Company from time to time; and

- Any other matter of CSR Committee may deem appropriate after approval of the Board of Directors or as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 or other applicable law.

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, 2026, the Board of Directors of the Company comprised 6(six) Directors, including one Woman Director. Of the six Directors, four were Non-Executive Directors, of whom two were Independent Directors.

A] During the period under review, the following Changes were made in the Board of Directors:

During the year under review, Mr. Girish Gururaj Masur (DIN: 10645916) ceased to be a Non-Executive, Independent Director of the Company with effect from close of business hours on July 4, 2025, pursuant to resignation tendered under Section 168 of the Companies Act, 2013.

Mr. Deepak Popat Jondhale (DIN: 11171482) was appointed on the board of the company as an Additional Non-executive Independent Director of the company with effect from 4th July, 2025 whose appointment was regularized by the members in the 31st Annual General Meeting held on Friday 19th September, 2025 as Non-executive Independent Director of the company for period of 5 years from the date of original appointment i.e. 4th July, 2025.

B] During the period under review, the following Changes were made in the Key Managerial Personnel:

Ms. Diksha Sadanand Shetty (Membership No. A64198) resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on 5th November, 2025.

Subsequently, to fill the vacancy arising out of the said resignation, the Board of Directors, at its meeting held on 13th November, 2025, upon the recommendation of the Nomination and Remuneration Committee, appointed Ms. Madhura Kamalakar Gaidhani, Associate Member of the Institute of Company Secretaries of India (ICSI) (Membership No. A78000), as the Company Secretary and Compliance Officer of the Company with effect from 13th November, 2025.

C] Changes in the Committees of Board:

During the year under review, pursuant to the resignation of Mr. Girish Gururaj Masur from the position of Non-Executive Independent Director and the appointment of Mr. Deepak Popat Jondhale as a Non-Executive Independent Director with effect from 04th July, 2025, the composition of the Audit Committee and the Nomination and Remuneration Committee was reconstituted in compliance with the applicable provisions of the Companies Act, 2013.

Designation of Member	Audit Committee	Nomination and Remuneration Committee	Stakeholder Relationship Committee	Corporate Social Responsibility Committee
Chairman and Member	Mr. Sahil Vikas Garud	Mr. Sahil Vikas Garud	Mr. Shatanik Vivek Patil	Mr. Yogesh Vishwanath Patil
Member	Mr. Yogesh Vishwanath Patil	Mr. Shatanik Vivek Patil	Mr. Sahil Vikas Garud	Mr. Vivek Vishwanath Patil
Member	Mr. Deepak Popat Jondhale	Mr. Deepak Popat Jondhale	Mr. Vivek Vishwanath Patil	Mr. Sahil Vikas Garud
Changes made	Reconstituted	Reconstituted	No changes	No changes

D] 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. Shatanik Vivek Patil (DIN: 09529929), Non-Executive Director of the Company, retires by rotation at the ensuing 32nd Annual General Meeting and, being eligible, offers himself for re-appointment.

The brief resume of Mr. Shatanik Vivek 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 32nd Annual General Meeting.

E] Changes in Directors and Key Managerial Personnel after closure of financial year 2025-26:

1) Mr. Vinayak Uttam Parab, Chief Financial Officer of the Company ceased to hold office due to resignation with effect from the close of business hours on 25 August 2026.

2) Mr. Hitesh Dnyaneshwar Haldankar was appointed as the Chief Financial Officer and key Managerial personnel of the Company with effect from 26 August 2026 , consequent upon the resignation of Mr. Vinayak Uttam Parab with effect from 25th August 2026.

3) Mr. Sandeep Narayan Bodake (DIN: 11692034) was appointed as an Additional Non-Executive Independent Director of the Company with effect from 26th August, 2026, till the conclusion of ensuing 32nd Annual General Meeting. The Board has recommended regularization of his appointment as a Non-Executive, Independent Director of the Company for a term of 5 (five) consecutive years commencing from 26th August, 2026, the Company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director and the necessary resolution seeking the approval of the Members forms part of the Notice convening the 32nd Annual General Meeting.

The brief profile of Mr. Sandeep Narayan Bodake, 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 - B to the notice of the ensuing Annual General Meeting.

4) Mr. Vinayak Uttam Parab (DIN: 06876983) was appointed as an Additional Executive Director of the Company with effect from 26th August, 2026. till the conclusion of the ensuing 32nd Annual General Meeting. The Board has recommended regularization of his appointment as an Executive Director of the Company, and the necessary resolution seeking the approval of the Members forms part of the Notice convening the 32nd Annual General Meeting.

The brief resume of Mr. Vinayak Uttam Parab (DIN: 06876983), 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- C to the notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, Yogesh Vishwanath Patil DIN: 00103349) (Managing Director), Vivek Vishwanath Patil (DIN: 00107234), (Whole Time Director), Vinayak Parab (DIN: 06876983) (Chief Financial Officer) and Ms. Madhura Kamalakar Gaidhani (Company Secretary and compliance officer) are the Key Managerial Personnels ("KMPs") of the Company as on March 31, 2026.

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 the Non-executive Independent Directors i.e. Mr. Sahil Vikas Garud (DIN: 03364513), Mr. Girish Gururaj Masur (DIN: 10645916) and Mr. Deepak Popat Jondhale (DIN: 11171482) appointed on the Board were duly registered under the Independent directors 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 during the year under review . 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 f ollowed 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, the 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 Companys internal financial controls were adequate and effective during the financial year 2025-26.

20. Companys 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) were appointed as the Statutory Auditor of the company at the 29th Annual General Meeting held on 30th September, 2023 with the approval of members, for a term of 5 (five) consecutive years commencing from 1st April, 2023 and ending on 31st March, 2028. Accordingly, they shall hold office from the conclusion of 29th Annual General Meeting pertaining to financial year ending on 31st March, 2023 until the conclusion of 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 2025-26 forms part of Annual Report and it is annexed as Annexure-VI.

B] Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, M/s. A. Khadilkar & Associates, Practicing Company Secretaries (ICSI Firm Unique Identification No. S2022MH859700), were appointed as the Secretarial Auditors of the Company.

The Members of the Company, at the 31st Annual General Meeting held on 19th September, 2025, approved the appointment of M/s. A. Khadilkar & Associates, Practicing Company Secretaries, (ICSI Firm Unique Identification No S2022MH859700) for a term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30.

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 M/s D S Sonawane & Associates, Chartered Accountants, Nashik (FRN: 140002W) as an Internal Auditor of the Company for financial year 2025-26. The internal audit for the financial year ended 31st March 2026 is adopted by the board of directors.

Further with receipt of due consent, the Board has appointed M/s Anuj Joshi & Associates, Chartered Accountants, Nashik (FRN: 162751W), to act as an Internal Auditor of the Company for the financial year 2026-27 in the Board meeting held on 27th May, 2026.

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, Disclaimer or Adverse remark in their Audit Report for the Financial Year ended on 31st March, 2026.

The Independent Auditors Audit Report for the financial year 2025-26 forms part of Annual Report and it is annexed as Annexure-VI.

B] By Secretarial Auditor:

The Auditors have not given any Qualification, Reservation,Disclaimer or Adverse remark in their Secretarial Audit Report for the Financial Year ended on 31st March, 2026.

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 M/s D S Sonawane & Associates, Chartered Accountants, Nashik as an Internal Auditor of the company for financial year 2025-26 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 2025-26; 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 Companys 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. The current financial year has been one of expansion, and the Company has treated that expansion as an opportunity to embed energy efficiency at the design stage rather than retrofit it at a later date.

During the year, we implemented the following measures:

- Optimized use of natural lighting in the expanded facility: With the expansion of our factory unit, the Company has incorporated architectural features specifically intended to admit the maximum possible natural light into the working areas. Roof and elevation openings have been positioned so that daylight reaches deep into the shop floor across operational hours, extending the approach already proven across our existing workshops and office spaces. This substantially reduces our reliance on artificial lighting during the working day, lowers overall energy consumption, and creates a brighter and more comfortable working environment for our people.

- Transition to low power consuming lighting fixtures: Alongside the daylighting measures, the Company is replacing its lighting fixtures with low power consuming units across the expanded premises. This reduces the connected lighting load, and by generating less waste heat it also lowers the cooling requirement of the building, delivering a saving beyond the lighting circuit itself.

- Completion of the transition to low-power computing systems: Following the successful completion of the first two phases, the Company has entered the third and final phase of migrating its operations from conventional high power consuming desktop machines to energy-efficient laptops. On completion of this phase, the migration will cover the entirety of our operations. Beyond the direct reduction in power drawn per workstation, the change has reduced the cooling load in our office areas and has given our teams the flexibility to work across locations within the plant without additional hardware.

- Upgradation of manufacturing equipment: Our rolling machines and welding gears have been upgraded to semi-automatic operation. The upgraded equipment consumes materially less power than the machines they replace, while also giving more precise control over the process, reducing idle running time and improving the consistency of output. The result is a lower energy draw per unit produced together with a measurable gain in productivity.

- Electric vehicle charging infrastructure for employees: In the coming period the Company is installing charging points at its premises for both two-wheelers and four-wheelers, and is actively encouraging employees to adopt electric vehicles. This initiative carries the Companys energy commitment beyond the factory gate and into the daily commute of our workforce, and reflects our belief that a credible sustainability programme must extend to the people who run the operation, not merely to the plant itself.

b) Adoption of Alternate Energy Sources:

As part of its long-term sustainability strategy, the Company has moved from exploring renewable energy to implementing it. In conjunction with the expansion of the factory unit, we are presently in the phase of installing solar panels across the shed roofing of the facility. The electricity generated from this installation will be used to operate the lighting across the premises as well as our lower consumption machinery, thereby reducing our dependence on conventional grid power.

Mounting the array over the existing shed allows the Company to add generation capacity without consuming any additional land, converting a previously idle covered area into a productive asset. The installation also provides a degree of insulation to the shed below, further reducing the internal heat load. This initiative aligns directly with our commitment to environmental stewardship and to cost-effective energy management over the long term.

c) Capital Investment in Energy-Efficient Equipment:

The automation at the manufacturing level that the Company had previously prepared for has now been implemented. Our rolling machines and welding gears now operate on a semi-automatic basis, enabling more precise control over production processes, reducing idle time and optimizing energy usage, ultimately contributing to improved operational efficiency and sustainability.

Capital has additionally been committed during the year towards the solar installation on the shed roofing, the low power consuming lighting fixtures across the expanded unit, the electric vehicle charging infrastructure, and the concluding phase of the migration from desktop machines to energy-efficient laptops. Taken together, these investments represent a deliberate shift of the Companys capital expenditure towards assets that reduce recurring energy cost over their working life.

B] Technology absorption:

a) The efforts made towards technology absorption:

On the technology front, the Company has made extensive use of artificial intelligence in its day-to-day operations in order to maximize output. Rather than treating this as a limited pilot exercise, the Company has adopted it as a working part of how the organisation operates.

Using this capability, we are developing a suite of tools entirely in-house. These have already taken over the functions of our previously used external CRM, and now extend across bill of materials creation, costing, manufacturing order tracking and employee task tracking, among several other applications. Developing these systems internally ensures that they map precisely to the way the Company actually works instead of requiring our processes to be reshaped around packaged software. It removes recurring licence outgo, keeps our commercial and production data within our own environment, and allows the tools to be modified quickly as operational requirements change.

This work continues alongside the research and development carried out on our dedicated test rig, and has strengthened the technical capability that resides within the organisation.

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

- Cost reduction: The replacement of licensed third-party software with systems developed in-house has removed recurring subscription and licence outgo. The upgraded semi-automatic rolling and welding equipment, the low power consuming lighting and the solar installation each reduce the Companys recurring energy cost.

- Operational efficiency: Costing, bill of materials creation and manufacturing order tracking now operate on a single connected set of tools. This has shortened quotation turnaround, improved visibility over work in progress, and reduced the duplication of effort that previously arose from maintaining the same information across separate systems.

- Product and process improvement: The semi-automatic rolling machines and welding gears deliver greater consistency of output and tighter process control, while drawing less power per unit produced.

- Import substitution: Software applications that were previously procured from external providers are now developed and maintained entirely within the Company, retaining both the capability and the expenditure in-house.

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:

During the Financial Year 2025-26, the Company successfully imported a new technology for its manufacturing process in collaboration with the reputed vendor. The technology primarily focuses on the welding process and is based on Orbital Welding technology.

The imported technology was successfully implemented at the Companys Ambad, Nashik f acility. The machine complies with the required specifications and fulfils the Companys weld ing requirements for EP pipes.

ii. The Year of Import: F.Y. F.Y. 2025-26

iii. Whether the technology been fully absorbed:

The technology is being utilised in the production process as per customer orders and specific manufacturing requirements.

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, Rs. 13.38 lakhs were invested for Research & Development.

C] Foreign exchange earnings and Outgo:

The details are mentioned in the note No 37 of the financial statement for the year ended on 31st March 2026.

Foreign Exchange Earnings during the year: Rs. 645.59 Lakh (Realizations received in INR)

Foreign Outgo during the year: Rs. 139.19 Lakh (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 under Section 186 of the Companies Act, 2013.

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 Arms Length Basis.

The company has obtained the omnibus approval of audit committee in their meeting for all related party transactions held during Financial year 2025-26.

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 covered under Chapter V of the Companies Act, 2013 during the financial year. Accordingly, there were no deposits accepted, outstanding, unpaid or unclaimed, and there was no default in repayment of deposits or payment of interest thereon.

Particulars	Amount in Rs.
(a) accepted during the year	N.A.
(b) remained unpaid or unclaimed as at the end of the year	N.A.
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year	N.A.

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 Companies Act, 2013 during the year. Accordingly, the disclosure relating to such non-compliant deposits is not applicable.

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. The outstanding balance of unsecured loan as on 31st March, 2026, 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://united- heat.net/policies/

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

The Companys 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 Companys 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. Managements Discussion and Analysis Report: -

Managements 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 2026.

Annual Report on Sexual Harassment Policy for the period 1st January, 2025 to 31st December, 2025, 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 companys operations in future: -

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys 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. Cautionary Statements: -

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys 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.

56. 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	Vivek Vishwanath Patil
(Managing Director, DIN: 00103349 )	(Whole Time Director, DIN: 00107234)
Add: Flat No.301, Rushiraj Hariyali Appt., Serene Medows, Anandwalli, Nashik - 422013, Maharashtra, India	Add: House No.1044, Gat No. 85/2, 86/3, Govardhan, Gangapur, Nashik - 422222 Maharashtra, India
Date: 25/08/2026
Place: Nashik