universal cables ltd Directors report

TO THE SHAREHOLDERS

Your Directors have the pleasure in presenting the Seventy-Eighth Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Description	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	220195.08	181,353.94	220195.08	181,353.94
Earnings before Finance Costs, Depreciation and Tax	20299.25	14,240.26	27138.98	20,065.02
Finance Costs	9740.97	7,773.07	9740.97	7,773.07
Profit before Depreciation and Tax	10558.28	6,467.19	17398.01	12,291.95
Depreciation and Amortisation	2247.54	2,436.06	2247.54	2,436.06
Profit before Tax	8310.74	4,031.13	15150.47	9,855.89
Tax Expenses (Including Deferred Tax)	1991.88	983.15	3335.26	2,363.32
Net Profit for the year	6318.86	3,047.98	11815.21	7,492.57

The financial statements for the year ended 31st March, 2023 have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

STATE OF COMPANYS AFFAIRS

The Company is predominantly engaged in the business of manufacturing a large range of Power Cables from 1.1 kV to 400 kV, Capacitors and Capacitor Banks, Turnkey Projects relating thereto and other types of wires and cables, conductors, etc. There has been no change in the business of the Company during the financial year ended 31st March, 2023.

GENERAL & CORPORATE MATTERS

Your Company achieved the total Revenue from Operations of 220195.08 lakhs in the current fiscal year as compared to 181353.94 lakhs in the previous fiscal year registering an increase of 21.42%. The Revenue from exports (excluding exports through merchant exporters) for your Company stood at 9500.62 lakhs during the year under review. Earnings before interest (finance costs), tax, depreciation and amortisation (EBITDA) during the current fiscal year stood at 20299.25 lakhs as compared to 14240.26 lakhs in the previous fiscal year. During the year under review, the Company earned Profit before Tax of 8310.74 lakhs as compared to 4031.13 lakhs in the previous fiscal year reflecting an increase of 106.16%. Profit after Tax stood at 6318.86 lakhs in the current fiscal year as compared to 3047.98 lakhs in the previous fiscal year showing an increase of 107.31%.

The accelerated business model restructuring by way of gradual expansion and upgradation of manufacturing facilities in a seamless manner in line with growth in demand curve over the last couple of years facilitated better product mix with larger volume resulting in respectable increase in Revenue from Operations despite continued uncertainties and adversities due to the competitive ecosystem and market volatility. The Company sees enough growth opportunities within its existing manufacturing facilities to implement further expansion plan to scale up capacity in EHV, MV and LV Cables in India. While there exist risks of high input costs, the growth of Indian power cable industry is likely to remain stable as domestic demand is expected to remain reasonably good and the geo-political supply-demand dynamics may present decent export opportunities.

Your Company laid thrust on delivering products of high quality at competitive price by gradual expansion and augmentation of its manufacturing facilities, improving capacity utilisation, reducing scrap and over usage of input raw materials, strengthening the supply chain management for timely flow of major raw materials ensuring better inventory control and astute financial discipline. These initiatives translated to continuous incremental improvement in productivity with consistent and reliable quality and cost competitiveness as a result making the Company, structurally, culturally and financially strong and resilient. Your Companys strategic principles of technology leadership, best-in-class quality products at competitive prices and measurable differentiated services to its customers distinguishes itself from peers in the industry.

The ongoing geo-political conflicts, war in Ukraine has triggered numerous challenges in the form of strained geo-political and trade relations. Consequently, the commodity and energy prices are expected to remain volatile in the wake of conflicts and sanctions thereby resulting in an increased inflation. Your Company is ready for the adaptive challenges during the said new challenging environment of

cost pressure due to steep increase in commodity prices and inflationary trend in the economies world over. Your Company is tiding over these issues giving preference to price variation contracts, commodity hedging and avoiding protracted delivery periods.

Your Company has substantially increased its presence in leading market share in the Extra High Voltage (EHV) Cables business in India which includes turnkey projects for end to end solution. Your Company achieved the growth in Revenue of around 48% in EHV Cables business as compared to the previous financial year. The Company has over the years gained best in class credentials in EHV Cables business covering widest range of products upto 400 kV in domestic market. Your Company has completed 400 kV cable supplies for a Government utility during the financial year and has received an another turnkey order from the same utility which upon successful execution will help in adding strong credential in this niche voltage grade of EHV Cables. In line with expected demand growth in EHV Cable business, the further capacity augmentation and modernisation armed with the latest technologies of the Companys existing manufacturing facilities are under implementation which are likely to be fully operational by the end of second quarter of financial year 2023-24. The Company will continue to invest in new technologies in phases in tandem with demand growth for its overall business transformation.

In the HV and MV segment, your Company commands a sizeable market share with the widest range of cables under its portfolio. The gradual capacity expansion keeping pace with growth in demand further strengthened your Companys market share. However, in the LV segment, your Company has a relatively low market share compared to its peers despite gradual augmentation in production capacity over the years. Your Company, therefore, envisages further expansion in the manufacturing capacity of LV segment in phased manner which is expected to pass through a rising growth curve to meet the need for infrastructural development. During the year, the revenue from LV Cable segment increased by 17% as compared to the last financial year. Your Company has the advantage of a flexible manufacturing setup, enabling it to switch production between EHV and MV, the key products, at times when the demand is asymmetric in nature.

The state-of-the-art Capacitors manufacturing facility of the Company is now equipped with MV automatic power factor control Panel manufacturing and assembly set up which is likely to provide an edge in serving the growing demand for Capacitor Banks in cost effective manner as compared to peers in the industry. The Company has achieved a growth in Revenue of around 18% on a year-to- year basis in Capacitors and related products.

The Goa unit of the Company achieved an impressive growth in Revenue of 49% during the financial year 2022-23 as compared to the previous financial year.

Your Company foresees that the major growth in demand for Companys products and services shall be driven by the power transmission and distribution utilities which are under reformation and being supported by financial stimulus including by way of long-term funding by the central/state government(s) besides substantial capital investment in public and private infrastructure and capex push by corporate sector under a self-reliant India initiatives. Further, as per available reports, India has the potential to attract an investment of over USD 20 billion in renewable, during the calendar year 2023 and requires a strong framework for sustainable power, which augurs well for your Company being in forefront of power cable supplies for such projects. The Government has also accepted a report of task force which paves the way for modern and smart electricity transmission system in India as the transmission sector in the value chain needs to be future-ready to accommodate the changing dynamics within the industry. The power distribution sector has 7% participation from private players, while the rest 93% is under state and central government utilities. For having a well maintained and robust grid and distribution network, one of the key imperatives is to shift to state-of-the-art technology for old and new infrastructure, inter alia, by prioritising replacement of decayed cables with anti-theft and anti-oxidation cables and deploying HVDC Lines for long distance transmission which may boost demand for Companys products. The virtually stalled infrastructural development in other sectors has gradually gained momentum pushing further the overall demand growth. Your Company is geared to take advantage of the increased demand, especially in the segment of high-end products with gradual expansion of its manufacturing facilities in line with demand trends.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to 3246.57 lakhs, consisting of addition to (a) Buildings of 447.22 lakhs; (b) Plant & Equipment of 1639.80 lakhs; (c) Other Fixed Assets of 100.06 lakhs and (d) Capital Work-in-Progress of 1059.49 lakhs. The Companys entire growth plan is based on organic expansion and it sees enough growth opportunities within its existing facilities to implement expansion plans for scaling up the manufacturing capacity of LV, MV, HV, Rubber Control & instrumentation and EHV Cables & Capacitors, etc.

DIVIDEND

Considering the improved financial performance of the Company during the year under review as compared to previous financial year, free cash flow and other parameters, the Board of Directors of your Company is pleased to recommend a Dividend of 3.00 (Three) (previous year 1.50) per equity share of face value of 10/- each i.e. 30% (previous year 15%) for the financial year ended 31st March, 2023. The payment of Dividend shall be subject to deduction of Tax at source, as per the prescribed rates under Income Tax Act, 1961 and relevant rules framed thereunder. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of 1040.86 lakhs. The dividend recommended is in accordance with the Companys Dividend Distribution Policy. No amount has been transferred to the General Reserve for the financial year 2022-23.

The Dividend Distribution Policy of the Company as formulated in compliance with Regulation 43A and other applicable provisions of the Listing Regulations, as amended from time to time, is uploaded on the Companys website and can be accessed at weblink: https://www.unistar.co.in/Policies/DDP.pdf.

UNPAID DIVIDEND

The disclosure relating to year-wise amount of unpaid/unclaimed dividend lying in Unpaid Dividend account and the corresponding shares which are liable to be transferred to the Investor Education and Protection Fund (IEPF) and the due date of such transfer is provided in the Corporate Governance Report which forms a part of the Annual Report.

SHARE CAPITAL

During the year under review, there was no change in the Issued, Subscribed and Fully paid-up equity share capital of the Company. The fully paid-up equity share capital of the Company as on 31st March, 2023 stood at 3469.83 lakhs.

DEPOSITS/FINANCE

During the year under review, your Company has not accepted any public deposits within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Your Company continued to optimise bank borrowings by focusing on cash flows and working capital management. The Companys financial discipline and prudence is reflected in the credit rating ascribed by the external rating agency.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director & Chief Executive Officer (CEO) confirming compliance by all the Board Members and Senior Management Personnel with Companys Code of Conduct and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under Corporate Social Responsibility (CSR), your Company has undertaken CSR activities, projects and programmes broadly in accordance with Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2022-23 read with the Companys CSR Policy. The CSR activities as detailed in Note No. 44 of financial statements have been carried out in and around the local areas where the Company operates and nearby localities.

The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-I which is attached hereto and forms a part of the Directors Report. The composition of the CSR Committee (https://www.unistar.co.in/Committees/CSR.html), the Corporate Social Responsibility Policy of the Company (https://www.unistar.co.in/Policies/CSR.pdf) and CSR projects/activities/programmes approved by the Board (https://unistar.co.in/Investor Relation/Other Information/CSR Projects/CSR-Projects-Activities-Approved-for-the-FY-2022-23. pdf) are available on the website of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Companys system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

The Risk Management Committee constituted by the Board of Directors is in compliance with the Regulation 21 and other applicable provisions of the Listing Regulations, as amended. The Risk Management Policy of the Company has also been formulated by the Board of Directors in compliance with the applicable provisions of the Listing Regulations and the Companies Act, 2013 which lays down the procedures about the risk assessment and mitigation thereof.

The Risk Management Committee, Audit Committee and the Board of Directors assess and monitor regularly the framework for identification evaluation, prioritisation of risks mechanism and implementation of risk management and risk mitigation measures to mitigate the risks process that methodically track governance objectives risk ownership/accountability compliance with policies and decisions that are set through the governance process risks to those objectives and services and effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods and services dealt with by the Company as well as execution of turnkey projects. Your Companys approach to addressing business risks and compliance functions is comprehensive across the business and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. The Companys business and functions are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board of Directors, there are no material risks, which may threaten the existence of the Company.

The Company has laid down the policies and procedures for internal financial controls for ensuring the orderly and efficient conduct of its business, in order to achieve the strategic, operational and other objectives over a long period and that its exposure to risks is within the acceptable limits. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Companys assets, the prevention and detection of frauds and errors, the accuracy in completeness of the accounting records and the timely preparation of reliable financial information.

The management is committed to ensure effective internal financial controls environment, which provides assurance on the efficiency of Companys business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Companys business in the circumstances, which may reasonably be foreseen. Your Company has a defined organisation structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. Your Companys system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory/statutory guidelines, etc. for disclosures with reference to financial statements.

Your Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audits are placed before the Audit Committee. The Internal Auditors as well as the Audit Committee conduct an evaluation of the adequacy and effectiveness of the system of internal financial controls system on an ongoing basis.

The Board has also implemented systems to ensure compliance with all applicable laws to the Company which were effective and operative. At quarterly intervals, the Company Secretary & Compliance Officer places before the Board a certificate along with a detailed statement certifying compliance of various laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations. The Company Secretary is responsible for compliance of corporate laws including the Companies Act, 2013, SEBI Act and rules/guidelines other corporate laws/rules and regulations and Listing Regulations including any statutory amendment(s), modification(s) or enactment(s) thereto to the extent apply and extend to the Company.

INDUSTRIAL RELATIONS, SAFETY & ESG

Industrial relations remained cordial throughout the year. Your Directors recognise and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the uninterrupted journey of satisfactory financial performance of the Company. The Board would also like to place on record its appreciation for dedicated and exemplary services rendered by employees at all levels in ensuring safe and reliable operations/project(s) execution throughout the year. The changes in the world of work since the onset of Covid-19 pandemic led to reinventing value proposition by putting in place creative structure for employees at all levels that allows innovation, growth to work and accelerate competitive advantage to the Company. Further, the Company is proactively re-skilling and up-skilling its employees at all levels to remain competitive, adapt to changes in market and to respond to new business opportunities resulting from rapid pace of technological changes. The Company has also built a culture of openness where employee engagement is encouraged in problem-solving process at each level.

Your Company has always maintained its policy to retain talent and to hone the skills of its employees for deliverance of their capabilities and creativity to contribute to their workplace and your Company at large. Your Company gives weightage to home grown talent and spots achievers for grooming them for a succession plan in your Company. Your Company espouses positive organisational change by setting directions, building self-confidence, encouraging smart risk taking and drawing strength from adversities.

Your Company continues to accord a very high priority to both industrial safety and environmental protection, and these are ongoing processes at the Companys Plant and facilities to maintain high awareness levels. Your Company has also stressed the need to adopt the highest safety standards on turnkey projects undertaken for EHV Power Cables and Capacitors with the emphasis on ensuring that safety on all projects under execution is given a great deal of importance. The Company as a policy, re-evaluates safety standards and practices from time to time including through its safety committee with representation from all areas of manufacturing and follow up through regular meetings to take progress and action item in order to raise the bar of safety standards for its people as well as users and customers. Your Company pays considerable importance to occupational and health safety for protecting all levels of employees from risks, hazards and accidents as well as protecting your Companys assets. Mandatory safety-drills are in force as a routine. The Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations and to this end working continuously towards reduction in waste for disposal.

Environment protection is diligently followed. The Plant aesthetics have undergone significant improvement over the years creating an ambiance for a conducive working place.

Sustainability is increasingly becoming important to people and serves as a talent magnet for employees, right from top management to the shop floor. As the Company embraces sustainability goals in a much bigger way, it is increasingly involving employees in driving sustainable operations in factories through manufacturing innovations and enabling community initiatives in health, hygiene, sanitation, waste management and increased adoption of eco-friendly practices. The Company is committed to using sustainability as a key force in driving business transformation wherein employees are likely to play a vital role in all such initiatives thereby fostering job satisfaction and motivation amongst the employees at all levels.

The Companys Capacitor Division has been presented with the National Safety Award as winner during the Performance Year 2018 for achieving Lowest Average Frequency Rate & Accident-Free Year.

RECOGNITION

Your Companys manufacturing facilities and functional departments continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with international standards for integrated Quality Management System ISO 9001:2015, Environmental Management System ISO 14001:2015 and Occupational Health and Safety Management System ISO 45001:2018. The audits for these Certifications established continuous improvement in performance against these standards.

The in-house Research and Development Laboratory (Unit) of the Company situated at its Satna (Madhya Pradesh) facilities is also recognized by the Department of Science & Industrial Research, Ministry of Science & Technology, Government of India, which is presently valid up to 31st March, 2024.

In addition, your company also has accreditation from the National Accreditation Board for Testing and Calibration Laboratories (NABL) for the EHV Cable Laboratory in accordance with the standards ISO/IEC 17025: 2017 "General Requirements for the Competence of Testing & Calibration Laboratories" in the field of testing for its facilities at Satna (M.P.) which is presently valid up to 23rd November, 2023.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Shri Harsh V. Lodha (DIN : 00394094), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting. As required under the Regulation 36(3) of the Listing Regulations and relevant provisions of the Secretarial Standard on the General Meeting (SS-2), the brief resume and other details of Shri Harsh V. Lodha are given as the Annexure to the Notice of the ensuing Annual General Meeting which is being sent to the shareholders along with the Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S.Lodha, Managing Director & Chief Executive Officer, Shri Mahesh Ladia, Chief Financial Officer (CFO) and Shri Sudeep Jain, Company Secretary continue to be the Key Managerial Personnel (KMPs) of the Company throughout the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.S. Kothari, Shri S.C. Jain, Dr. Kavita A. Sharma and Shri Kishore Kumar Mehrotra have severally given a Declaration pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and that they are registered in the data bank of Indian Institute of Corporate Affairs as per Section 150 of the Companies Act, 2013 and rules framed there under. They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations, as amended.

The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded its opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review, the Board met Six (6) times viz. on 23rd May, 2022, 8th July, 2022, 9th August, 2022,14th November, 2022, 10th February, 2023 and 29th March, 2023.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, all the recommendations of the Audit Committee were duly accepted by the Board of Directors. The requisite details of Audit Committee alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance forming a part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company carried out the annual evaluation of its own performance and that of its Committees and individual Directors, inter alia, to assess the skill set and contribution that are desired recognising that competencies and experiences evolves over time. The manner in which the annual evaluation has been carried out by the Board of Directors is given in the Report on Corporate Governance which forms a part of the Annual Report. During the process of evaluation, the Board of Directors also considered the criteria for evaluation of performance of Independent Directors and the Board of Directors formulated by the Nomination and Remuneration Committee. The Independent Directors carried out the annual performance evaluation of the Chairman (taking into account the views of Non-Executive Directors and the Managing Director), the Non-Independent Directors and the Board as a whole, and the same was also reviewed and deliberated by the Board of Directors. The performance evaluation of independent directors was carried out by the entire Board of Directors, excluding the directors being evaluated. In conclusion, the Board of Directors was satisfied with the performance and functioning of the Board, its Committees and individual members.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a Terms of Reference which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/ appointment of the Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director(s)/appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence/professional expertise in accordance with prescribed provisions of the Companies Act, 2013, governing rules framed thereunder and the Listing Regulations. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on the Boards balance of professional experience, background, viewpoints, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board, Key Managerial Personnel and Senior Managerial Personnel. In consonance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 18th May, 2023, accorded the approval to the amended Remuneration Policy to widen the level of employees covered under "Senior Management of the Company" as per SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms a part of the Annual Report. The Remuneration Policy is uploaded on the website of the Company and the weblink of the same is https://www.unistar.co.in/Policies/Remuneration.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. No employee has been denied access to the Vigilance Officer as well as Chairperson of the Audit Committee. The details of the Vigil Mechanism and Whistle Blower Policy are explained in the Report on Corporate Governance and also posted on the website of the Company.

MAINTENANCE OF COST RECORDS

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and have the audit of its cost records conducted by a Cost Accountant, is applicable in respect of certain specified products of the Company and accordingly such accounts and records are made and maintained by the Company.

AUDITORS

Messrs BGJC & Associates LLP, Chartered Accountants (Registration No.003304N/N500056) were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of 77th AGM till the conclusion of the 82nd AGM in terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as Auditors and are not disqualified from being so appointed as Statutory Auditors under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations framed thereunder.

The Board of Directors on the recommendation of the Audit Committee, has re-appointed Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as the Cost Auditors for conducting the audit of the cost records maintained by the Company in respect of certain specified products covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration together with reimbursement of applicable Goods and Services Tax thereon and actual out of pocket and travelling expenses incurred in connection with audit of cost accounting records of the Company to be paid to the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting of the Company. The Cost Audit Report in respect of specified products covered under the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year ended 31st March, 2022 was filed by the Company on 3rd September, 2022 with the concerned authorities.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report, which calls for any further comments or explanations. Further,

during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Practicing Company Secretaries (PCS Registration No. 4433), were appointed to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023. The Report of the Secretarial Auditor is given in the prescribed form in Annexure-II which is attached hereto and forms a part of the Directors Report.

No qualification, observation, other remarks or disclaimer have been made by Secretarial Auditors in the Secretarial Audit Report, which calls for any comments or explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has a proper system in place to ensure compliance with the provisions of applicable Secretarial Standards. During the year under review, your Company has complied with applicable provisions of Secretarial Standards i.e., SS-1 and SS-2 relating to "Meetings of Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were generally on an arms length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure - III, which is attached hereto and forms a part of the Directors Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Meeting(s) of Audit Committee for its review. Prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/information, as required, are placed before the Audit Committee for review and updation on a quarterly basis. The Companys Policy on materiality and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Companys website and can be accessed at weblink: https://www.unistar.co.in/Policies/RPT.pdf.

ASSOCIATE AND JOINT VENTURE

Your Company has an associate company viz. Vindhya Telelinks Limited and a joint venture company viz. Birla Furukawa Fibre Optics Private Limited. Vindhya Telelinks Limited, an associate company is engaged in the business of manufacturing and sales of telecommunication cables, other types of wires and cables, FRP rods/Glass rovings, etc. and Engineering, Procurement and Construction (EPC) business. Birla Furukawa Fibre Optics Private Limited, joint venture company, established in pursuance to a Joint Venture Agreement entered into by and between your Company and Furukawa Electric Co., Ltd., Japan and engaged in the business of manufacturing and sales of telecommunication grade Optical Fibres. During the year under review, Vindhya Telelinks Limited, an Associate Company has achieved a stellar financial performance in both of its business segments i.e. Cables and Engineering Procurement & Construction (EPC) and achieved historically highest ever Revenue from Operations with improved profitability as compared to previous year. Birla Furukawa Fibre Optics Private Limited, a joint venture company, also witnessed a significant improvement in its financial performance and recorded highest ever profitability since its existence, primarily attributable to better product mix, improved pricing and large volume of exports as compared to previous periods.

A statement containing the salient features of the financial statements of an associate company and a joint venture company as prescribed under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is provided as an Annexure to the consolidated financial statements and therefore not repeated for the sake of brevity.

In accordance with the provisions of Section 136 of the Companies Act, 2013 read with Listing Regulations, the Companys audited financial statements including the consolidated financial statements and all other documents required to be attached thereto is put up to the Companys website www.unistar.co.in.

FOREIGN COLLABORATION

The Company had entered into a Manufacturing Technical Collaboration Agreement with NKT GmbH & Co. KG, Germany on 9th August, 2018 for 400 kV Extra High Voltage XLPE Underground HVAC Cables, which continues to remain in force.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company as of and for the year ended 31st March, 2023, have also been prepared in the same form and manner, as that of the Company and are in accordance with the applicable provisions of the Companies Act, 2013, the rules framed thereunder and Listing Regulations read together with governing Indian Accounting Standard (Ind AS)-110 "Consolidated Financial Statements" and Indian Accounting Standard (Ind AS)-28 "Accounting for Investments in Associates and Joint Ventures", and forms a part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements read together with Notes annexed to and forming an integral part of the financial statements.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in Annexure - IV which is attached hereto and forms a part of the Directors Report.

ANNUAL RETURN

Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is uploaded on website of the Company and the same can be accessed at the weblink: https://www.unistar.co.in/Annual-Return 2023.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - V, which is attached hereto and forms a part of the Directors Report.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure - VI, which is attached hereto and forms a part of the Directors Report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or events concerning the same during the year under review:

(a) The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has granted stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on 31st March, 2023.

(b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future.

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committee(s) in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. During the year under review, no case was filed or reported in pursuance to the provisions of the said Act.

(d) There have been no material changes and commitments which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

(e) No fraud was reported by the Auditors in terms of Section 143(12) of the Companies Act, 2013 and rules framed thereunder.

(f) The Company has neither filed any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time, nor has availed one time settlement with respect to any loans from banks or financial institutions.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciations for the excellent assistance and co-operation received from the State Government and continued support extended to the Company by the bankers, investors, vendors, esteemed customers, overseas technical collaborator and other business associates/institutions. Your Directors also wish to place on record their deep sense of appreciation to all the employees of the Company for their unstinted commitment and valuable contribution for sustainable growth and improved financial performance of the Company.

	For and on behalf of the Board of Directors
	Harsh V. Lodha	Y.S.Lodha
	Chairman	Managing Director & Chief Executive Officer
Date : 18th May, 2023	(DIN:00394094)	(DIN: 00052861)
Place : Satna (Madhya Pradesh)