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

1. FINANCIAL HIGHLIGHTS

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

(Rs. hi Lakhs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

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

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

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

3. CHANGE IN NATURE OF BUSINESS

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

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

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

5. DIVIDEND

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

6. AMOUNTS TRANSFERRED TO RESERVES

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

7. DEPOSITS

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

8. SHARE CAPITAL:

The Authorized Capital of the Company:

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

Issued, subscribed and paid up Capital of the Company:

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

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

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

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

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

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

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

Disclosure regarding Issue of Equity Shares with Differential Voting Rights:

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

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

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

Disclosure regarding Buy Back of Securities:

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

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9. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

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

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

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

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

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

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

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

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( § ( BENGALURU ] 3
\t\ 560 058

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

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

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

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

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

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

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

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

12. BOARD MEETINGS:

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

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

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

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

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

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

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

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

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

15. BOARD COMAHTTEES

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

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

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

17. VIGILANCE MECHANISM/WHISTLE BLOWER POLICY:

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

18. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED
UNDER SUB-SECTION (3) OF SECTION 178:

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

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

1. Mr. Mukund Srinath

2. Mr. Ashok Tandou

3. Mr. Pavan Krislinamurthy

4. Mrs. Vidya Rajarao

5. Mr. Sridliar Ranganathan

20. AUDITORS:

Statutory Auditors:

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

2023.

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

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

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

Cost Auditors:

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

Secretarial Auditors:

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

Internal Auditor:

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

21. QUALIFICATIONS IN THE AUDIT REPORT:

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

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

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

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

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

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

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

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

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

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

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

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

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

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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

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

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

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

b. Adherence to applicable Accounting Standards and Policies.

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

d. Effective use of resources and safeguarding of assets.

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

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

28. ANNUAL RETURN:

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

29. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

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

31. ORDER OF COURT:

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

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

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

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

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

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

33. MAINTENANCE OF COST RECORDS:

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

34. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

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

35. APPLICABLE STATUES TO THE COMPANY:

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

36. INVESTORS’ EDUCATION AND PROTECTION FUND:

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

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

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

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

38. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

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

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

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

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

40. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

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

41. INVESTORS’ EDUCATION AND PROTECTION FUND:

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

42. CREDIT RATING OF SECURITIES:

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

43. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

Accounting policies have been selected and applied consistently. Judgments and estimates made are
reasonable and prudent, so as to give a true and fair^- view of the state of affairs of the Company at
the end of the FY2023 and of the profit of the Company for that period;

Proper and sufficient care has been taken to maintain adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

44. ACKNOWLEDGEMENTS:

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

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

For and on behalf of

Unimech Aerospace and Manufacturing Limited

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

\^V 560 058 JSJ ^J

Chairman & Managing Director Whole-tune Director (Finance)

DIN: 07683267 DIN:07004517