Unimech Aerospace and Manufacturing Ltd

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<dhhead>BOARD’S REPORT</dhhead>

To

The Members,

Unimech Aerospace and Manufacturing Limited Dear Members,

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

(INR in Lakhs)

Note: The above figures are extracted from the financial statements of the Company.

OPERATING RESULTS AND BUSINESS PERFORMANCE

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

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

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

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

DIVIDEND

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

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

CHANGES IN SHARE CAPITAL

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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

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

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

SUBSIDIARIES

Innomech Aerospace Toolings Private Limited

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

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

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

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

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

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

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

Unimech Global Manufacturing Solutions Inc.

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

INTERNAL FINANCIAL CONTROL AND ADEQUACY

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

BOARD OF DIRECTORS’, COMMITTEES & MEETINGS

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

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

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

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

During the financial year, the following appointments were made to the Board :

In the opinion of the Board, all the Independent Directors appointed during the year have the integrity, expertise, experience and proficiency required for their roles and their appointments are in the best interest of the Company.

KEY MANAGERIAL PERSONNEL

The list of Key Managerial Personnel as per the Act is as below as of March 31, 2025:

Mr. Krishnappayya Desai, Company Secretary and Compliance Officer of the Company resigned with effect from close of business hours on March 28, 2025. The Company has taken steps to identify a suitable candidate to appoint as Company Secretary of the Company. Further, Mr. Suhas H M was appointed as Compliance Officer of the Company with effect from March 28, 2025.

RISK MANAGEMENT

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

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

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

AUDITORS & AUDIT REPORTS STATUTORY AUDITORS

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

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

SECRETARIAL AUDITORS

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

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

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

COST AUDITOR, COST ACCOUNTS AND RECORDS

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

DISCLOSURE EXTRACT OF THE ANNUAL RETURN

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

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

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

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

PARTICULARS OF EMPLOYEES

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

EMPLOYEE STOCK OPTIONS

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

MATERIAL CHANGES & COMMITMENTS

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

GENERAL

Your Directors state as follows:

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Comnanv’s nneratinns in future.

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

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

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

5. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

GREEN INITIATIVE

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

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

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

ACKNOWLEDGEMENT

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

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

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

For Unimech Aerospace & Manufacturing Limited

Sd/-

Bengaluru Anil Kumar P

May 27, 2025 Chairman and Managing Director