United Heat Transfer Ltd Directors Report

To,

The Members of

UNITED HEAT TRANSFER LIMITED

(Formerly known as United Heat Transfer Private Limited)

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

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

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

Particulars	Financial year ended on 31st March 2025	Financial year ended on 31st March 2024
	(Figures in Rs.)	(Figures in Rs.)
Revenue from Operations	66,81,44,971/ -	60,19,30,790/-
Other Income	1,06,86,057/ -	3,90,24 ,592/-
Total Income	67,88,31,027/-	64,09,55 ,3 82/-
Total Expenditure	60,76,61,235/ -	56,23,69,174/-
Net Profit/Loss before Extraordinary Items and Tax	12,45,58,666/-	13,89,31,268/-
Extraordinary Items	-	-
Net Profit/Loss before Tax	7,11,69,793/ -	7,85,86 ,208/-
Provision for Taxation
Current Tax	1,55,73,888/ -	1,24,05 ,750 /-
Deferred Tax Expenses/ (Income)	27,74,801/ -	29,73,996 /-
Income tax of earlier year	(2,07,684/-)	8,21,444 /-
Net Profit / (Loss) - After Tax	5,30,28,788/-	6,23,85 ,019 /-

2. Review of Operations: -

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

(The previous years net profit after tax of Rs6,23,85,019/- included profit on the sale of land and building of Rs.3,62,10,529/-)

3. Cash Flow and Financial Statements: -

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

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

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

5. Dividend: -

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

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

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

7. Share Capital of Company and changes therein:

A] Authorized Capital:

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

B] Issued, Subscribed and Paid-up Capital:

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

C] Changes in Share Capital:

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

1. The Company had raised funds through Private Placement by passing Special resolution in the Extra Ordinary General Meeting held on 31st May, 2024, issued and allotted 1170000 Equity Shares of Rs.10/- each at Rs.50/- per share approved in Board meeting held on 7th June, 2024. Board of Directors of the Company in their meeting held on 7th June 2024 had allotted 11,70,000 equity shares of face value of Rs. 10/- each at an issue price of Rs. 50/- (Including premium of Rs. 40/- per share) on Private Placement basis.

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

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

After the allotment of the aforesaid equity shares, the total issued, subscribed and paid-up share capital of the Company as of March 31, 2025, stood at Rs. 19,00,40,000/- comprising 1,90,04,000 equity shares of Rs. 10/- each. The new equity shares issued shall rank pari-passu with the existing equity shares of the Company in all respects.

3. Listing of company shares

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

8. Depository System & Registrar and Transfer Agent: -

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

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

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

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

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

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

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

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

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

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

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

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

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

14. Disclosures by Directors: -

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

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

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

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

Details of Board Meetings conducted during the period:

Name of Director	Mr. Yogesh Vishwanath Patil	Mr. Vivek Vishwanath Patil	Ms. Durva Yogesh Patil	Mr. Shatanik Vivek Patil	Mr. Sahil Vikas Garud	Mr. Girish Gururaj Masur	% of Attenda nce
Date of Meeting
25/04/2024	Present	Present	Present	Present	NA	NA	100%
06/05/2024	Present	Present	Present	Present	NA	NA	100%
21/05/2024	Present	Present	Present	Present	NA	NA	100%
07/06/2024	Present	Present	Present	Present	NA	NA	100%
14/06/2024	Present	Present	Present	Present	NA	NA	100%
28/06/2024	Present	Present	Present	Present	NA	NA	100%
03/07/2024	Present	Present	Present	Present	NA	NA	100%
05/07/2024	Present	Present	Present	Present	NA	NA	100%
19/07/2024	Present	Present	Present	Present	Present	Present	100%
01/10/2024	Present	Present	Present	Present	Present	Present	100%
09/10/2024	Present	Present	Present	Present	Present	Present	100%
16/10/2024	Present	Present	Present	Present	Present	Present	100%
21/10/2024	Present	Present	Present	Present	Present	Present	100%
24/10/2024	Present	Present	Present	Present	Present	Present	100%
25/10/2024	Present	Present	Present	Present	Present	Present	100%
18/11/2024	Absent	Present	Absent	Present	Present	Present	66.67%
06/02/202 5	Present	Present	Absent	Present	Present	Present	83.33%
% of Attendance	94.44%	100%	88.89%	100%	100%	100%

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

16. Committees of Board: -

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

A] Audit Committee:-

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

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

Composition of Audit Committee and Meetings conducted during the period:

Name of Member	Mr. Sahil Vikas Garud	Mr. Girish Gururaj Masur	Mr. Yogesh Vishwanath Patil	% of Attendance
Date of Meeting
19/07/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
01/10/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
09/10/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
16/10/2024	Present Chairman & Member	Present	Present	100
		Member	Member
24/10/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
18/11/2024	Present	Present	Absent	66.67
	Chairman & Member	Member	Member
06/02/2025	Present	Present	Present	100
	Chairman & Member	Member	Member
% of Attendance	100	100	85.71

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 performance of the internal audit function.

B] Nomination and Remuneration Committee:

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

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

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

Name of Member	Mr. Sahil Vikas Garud	Mr. Girish Gururaj Masur	Mr. Shatanik Vivek Patil	% of Attendance
Date of Meeting
19/07/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
01/10/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
% of Attendance	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, 2025, on 6th February, 2025 wherein the required quorum was present for the meeting and the notice of the meetings was given to all the Members.

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

Name of Member	Mr. Vivek Vishwanath Patil	Mr. Shatanik Vivek Patil	Mr. Sahil Vikas Garud	%age Attendance
Date of Meeting
06/02/2025	Present	Present	Present	100
	Chairman & Member	Member	Member
% of Attendance	100	100	100

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

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

Stakeholders Relationship Committee

• Assists the Board in fulfilling its responsibilities towards:

• Reviewing the Investor Service Standards of the Company;

• Redressal of Shareholders Grievances

D] Corporate Social Responsibility:

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

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

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

Name of Member	Mr. Yogesh Vishwanath Patil	Mr. Vivek Vishwanath Patil	Mr. Sahil Vikas Garud	% of Attendance
Date of Meeting
16/10/2024	Present	Present	Present	100
	Chairman & Member	Member	Member
06/02/2025	Present	Present	Present	100
	Chairman & Member	Member	Member
% of Attendance	100	100	100

Corporate Social Responsibility (CSR) Committee

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

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

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

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

E) Internal Complaints Committee-

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

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

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

A] Change in Directors:

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

Name	DIN	Previous position in board	Current Position in board	Date of such change
Mr. Yogesh Vishwanath Patil	00103349	Executive Director	Managing Director	31/05/2024
Mr. Vivek Vishwanath Patil	00107234	Executive Director	Whole Time Director	31/05/2024
Ms. Durva Vishwanath Patil	10457658	Executive Director	Non-executive Director	31/05/2024
Mr. Shatanik Vivek Patil	09529929	Executive Director	Non-executive Director	31/05/2024

Following appointments were made during the year:

Name	DIN	Position on Board	Date of Appointment
Mr. Sahil Vikas Garud	03364513	Non-executive Independent Director	05/07/2024
Mr. Girish Gururaj Masur	10645916	Non-executive Independent Director	05/07/2024

B] Changes in the Committees of Board:

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

Designation	Audit Committee	Nomination and Remuneration Committe	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. Girish Gururaj Masur	Mr. Shatanik Vivek Patil	Mr. Sahil Vikas Garud	Mr. Vivek Vishwanath Patil
Member	Mr. Yogesh Vishwanath Patil	Mr. Girish Gururaj Masur	Mr. Vivek Vishwanath Patil	Mr. Sahil Vikas Garud

C] Directors to be retired by rotation:

In accordance with the provisions of the

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

In accordance with the provisions of the

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

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

The brief resume of Mr. Yogesh Vishwanath Patil, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the Annexure - A to the notice of the ensuing Annual General Meeting.

D] Changes in Directors after closure of financial year 2024-25:

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

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

2. Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, the Board of Directors at its meeting held on July 4, 2025 appointed Mr. Deepak Popat Jondhale (DIN 11171482) as the Independent Director designated as "Non-Executive Director" for a term of five years commencing from July 4, 2025 to July 3, 2030, subject to approval of the Members at the ensuing Annual General Meeting ("AGM"). A resolution seeking Members approval for his appointment forms part of the Notice for the ensuing AGM.

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

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

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

Board of the Company states that both the Non-executive Independent Directors i.e. Mr. Sahil Vikas Garud (DIN: 03364513) and Mr. Girish Gururaj Masur (DIN: 10645916) appointed on the board are duly registered under the Independent 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. Their expertise in respective fields has been useful to the board on the required occasions.

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

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

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

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

19. Directors Responsibility Statement: -

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

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

B] Secretarial Auditor:

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

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

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

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

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

C] Internal Auditor:

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

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

D] Cost Auditor:

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

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

A] By Statutory Auditor:

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

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

Remark: Following statutory dues are not deposited to Authorities:

Outstanding for FY	Amount in lakhs	Section Code
1. 2022-23	Tax- Rs.8.69/-	143 (1) (a) of Income Tax
2. 2021-22	TDS- Rs.1.16/ -	Interest on short payment u/s 201 (1A) and Late filing fee u/s 234E of the Income Tax Act
3. Prior Year	TDS- Rs.0.36/-
4. 2013 to 2015	VAT & CST Demand - Rs.8.32/-	Return Dues
5. Nov 2012- March 2013	ESIC - Rs.9.87/-	Online Demand

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

B] By Secretarial Auditor:

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

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

Auditor Comment	Director Comments
01 The Board of Directors in their meeting held on 1st October 2024 had approved the revision in terms of remuneration of Mr. Yogesh Vishwanath Patil (Managing Director),however the corresponding Form MGT-14 was not filed as on 31st March 2025.	The company has is in process of filing of the Form MGT -14 with the Registrar of Companies along with applicable additional fees.
02 In few instances of e-form filing on MCA portal, the letterhead of the Company displays the current name of the Company as the former name of the Company.	The Board clarifies that the said instances were inadvertent clerical errors . The Company has taken corrective measures to avoid such errors going forward and will ensure that all future filings reflect accurate and consistent information in all attachments
03 As per the prospectus filed, the number of persons in promoter and promoter group were 20 however the number was mentioned as 8 in the shareholding pattern (SHP). The NSE had sought clarification on the said matter to which the Company had responded that	The Board clarifies that the matter pertains to a disclosure-related clarification, and no further action is required as the necessary compliance has already been ensured
"As per the Prospectus 20 (Twenty) persons were reported under category as "promoter and Promoter Group "accordingly while giving information for promoter and Promoter Group " the list with names of promoter and Promoter Group for 20 persons is given under head "Individual and HUF" while only 8 (Eight) persons under this category holds actual shares in the company and rest other holds Nil shares hence not counted in Total number of "promoter and Promoter Group" in the submitted SHP for 31st March 2025.
The Company has duly updated the same in the System Driven Disclosures (SDD) platform with NSDL.

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

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

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

27. Internal Audit & Controls: -

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

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

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

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

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

During the year, we implemented the following measures:

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

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

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

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

B] Technology absorption:

a. The efforts made towards technology absorption:

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

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

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

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

i. The details of technology imported:

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

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

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

iii. Whether the technology been fully absorbed:

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

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

Focusing on marketing initiatives and expanding export opportunities.

d. The expenditure incurred on Research and Development:

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

C] Foreign exchange earnings and Outgo:

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

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

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

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

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

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

Particulars	CIN of Company	Name of Other Company	Amount Involved in Rs.
Loan given	N.A	N.A	N.A
Investment Made	N.A	N.A	N.A
Guarantee Provided	N.A	N.A	N.A

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 their meeting for all related party transactions as well of shareholders in the 30th Annual General meeting held on 31st July 2024.

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

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

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

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 Act during the year.

35. Unsecured loan: -

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

36. Vigil Mechanism/ Whistle blower Policy: -

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

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

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

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

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

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

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

The 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 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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

51. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and 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. Gender wise Composition of Employee

In alignment with the principles of diversity, equity and inclusion (DEI), the company discloses below the gender composition of its workforce as on March 31, 2025

Male Employee- 123

Female Employee- 7

Transgender Employee- Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender

56. Cautionary Statements: -

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

57. Acknowledgements: -

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