Universal Cables Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors have the pleasure in presenting the Seventy-Ninth Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2024.

SUMMARY OF FINANCIAL RESULTS

( in lakhs)

Description	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	202066.76	220195.08	202066.76	220195.08
Earnings before Finance Costs, Depreciation and Tax	18529.49	20299.25	25935.31	27138.98
Finance Costs	9146.78	9740.97	9146.78	9740.97
Profit before Depreciation and Tax	9382.71	10558.28	16788.53	17398.01
Depreciation and Amortisation	2375.64	2247.54	2375.64	2247.54
Profit before Tax	7007.07	8310.74	14412.89	15150.47
Tax Expenses	1580.89	1991.88	3590.43	3335.26
(Including Deferred Tax)
Net Profit for the year	5426.18	6318.86	10822.46	11815.21

The financial statements 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 wide 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 March 31, 2024.

GENERAL & CORPORATE MATTERS

Your Companys total Revenue from Operations during the year under review decreased by 8.23% as compared to previous year and stood at 202066.76 lakhs which includes the revenue from exports aggregating to 10191.40 lakhs. Earnings before interest (finance costs), tax, depreciation and amortisation (EBITDA) during the current fiscal year was down by 8.72% and stood at

18529.49 lakhs as compared to 20299.25 lakhs in the corresponding previous year and Profit before Tax (PBT) stood at

7007.07 lakhs as compared to 8310.74 lakhs in the previous year. Profit after Tax for the fiscal year declined 14.13% year-on-year to 5426.18 lakhs, compared with 6318.86 lakhs in the previous fiscal year. The drop in Revenue from Operations, EBITDA as well as PBT of the Company is primarily attributable to planned shutdown of its VCV Production Lines in phased manner during second and third quarter of fiscal year 2023-24 in order to accomplish the upgradation of Extra High Voltage Power Cables manufacturing facility at Satna (Madhya Pradesh) coupled with change in products mix. Post upgradation, the two VCV Production Lines have been operating successfully at increased rated capacity since December, 2023.

Your Company has an industry leading market share in the Extra High Voltage (EHV) Power Cable business in India which includes turnkey projects for end to end solution. The Revenue from Operations of EHV Power Cable business however declined by around 37% during the year under review as compared to immediately preceding previous year primarily due to planned shutdown of its VCV Production Lines in phased manner for augmentation of production capacity and change in product mix. The successful implementation of modernisation and technology upgradation of EHV Power Cable Plant is likely to strengthen your Companys market share in line with anticipated growth in demand. Post modernisation and technology upgradation the production capacity of Extra High Voltage (EHV) Power Cables has increased by approximately 45% which is likely to yield visible growth in coming years.

Additionally, a brownfield project for enhancing the production capacity of XLPE Insulated Medium Voltage Power Cables (MV Cables) through debottlenecking is under implementation at Companys manufacturing facility in Satna (Madhya Pradesh) which shall increase current annual production of MV Cables by approximately 25%. The enhanced capacity is expected to be fully operational in the last quarter of fiscal year 2024-25. The Company will continue to invest in new technologies in phases in tandem with demand growth for its overall business transformation.

Presently, in the MV and LV power cable business, your Company has a relatively low market share compared to its peers due to limited production capacity despite gradual augmentation of production capacity over the years. Your Company has, therefore, undertaken an ambitious expansion plan for capacity augmentation in LV, MV, HV/EHV power cables and Flexible Wires businesses in phased manner at its Satna and Goa facilities, to be accomplished fully by fourth quarter of fiscal year 2025-26, with an estimated capital outlay of 277 Crores which is expected to pass through a rising growth curve in wires and cables business. The proposed expansion plan will enable flexible manufacturing setup, enabling the Company to switch production between HV/EHV and MV XLPE Insulated Power Cables, the key products, at times when the demand is asymmetric in nature.

The state-of-the-art Capacitors manufacturing facility of the Company alongwith MV automatic power factor control panel manufacturing and assembly set up has further enlarged its product portfolio during the year under review. The Company has laid concerted efforts on supply and/or installation of 33kV automatic power factor control systems required for renewable energy (Wind and Solar Farms), where demand is rapidly increasing. In pursuit of excellence and leadership in this business, the Company has recently commissioned 33kV Auto Switched PF Correction Banks at wind power stations in the states of Gujarat, Rajasthan and Karnataka. Also, the Companys Harmonic Filter Banks have been successfully commissioned for Solar power stations in few states. In the above back drop, the Capacitors and related products business has recorded an impressive growth in Revenue from Operations of approximately 48% on a year-to-year basis which is noteworthy.

The Goa unit of the Company achieved an impressive growth in Revenue of 16% during the financial year 2023-24 as compared to the previous financial year.

Over the last couple of years, your Company laid thrust on delivering products of high quality at competitive price by gradual expansion and augmentation of production capacities of EHV, MV and LV Power Cables with improved capacity utilisation, reduction in scrap and over usage of input raw materials, strengthening of the supply chain management for timely flow of major raw materials for 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. During the year under review, the global economy was going through high inflation, high interest rates, low growth, very high public debt, low trade growth and climate challenges, etc. Geopolitically, global affairs are becoming more complex and challenging with war and conflicts. Globalisation is being redefined with re-shoring and friend-shoring, disruption and fragmentation of supply chains and competition for critical minerals and technologies. A new world order is emerging after the Covid-19 pandemic. As a result, the commodity and energy prices are expected to remain volatile in the wake of conflicts and sanctions thereby keeping the inflation at elevated levels. Your Company is adequately geared to meet these challenges of cost pressure due to steep increase in commodity prices, high interest rate(s) and inflationary trend in the economies world over by giving preference to price variation contracts, commodity hedging and avoiding protracted delivery periods.

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. India is also likely to benefit significantly from global re-shoring initiatives including China plus One policies.

Your Company is equipping itself 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.

The members are advised to refer to the separate section on Management Discussion and Analysis for a detailed understanding of the operating results and business performance.

MANAGEMENT DISCUSSION AND ANALYSIS

The management discussion and analysis of financial condition and results of operations of the Company is provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to 6497.17 lakhs, consisting of additions to (a) Buildings of 1188.88 lakhs; (b) Plant & Equipment of 5027.16 lakhs; (c) Other Fixed Assets of 262.92 lakhs and (d) Capital Work-in-Progress of 18.21 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 & EHV Power Cables, Insulated Wires & Capacitors, etc.

DIVIDEND

Based on operational performance of the Company during the year under review, cash flows and other parameters including internal and external factors, the Board of Directors of your Company is pleased to recommend a Dividend of 3.00 (Three) (previous year 3.00) per equity share of face value of 10/- each i.e. 30% (previous year 30%) for the financial year ended March 31, 2024 in consonance with the Companys Dividend Distribution Policy. The payment of Dividend shall be subject to deduction of applicable Tax at source, as per prescribed rates under Income Tax Act, 1961 and relevant rules framed thereunder.

The said dividend, if approved by members at the ensuing Annual General Meeting, would involve a cash outflow of 1040.86 Lakhs resulting in a payout of 19.18% of the standalone net profit of the Company for the financial year 2023-24.

The Dividend Distribution Policy of the Company as formulated in compliance with Regulation 43A and other applicable provisions of the Securities and Exchange Board of India (Listing Regulations & Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) is uploaded on the Companys website and can be accessed at weblink: https:// www.unistar.co.in/Policies/DDP.pdf.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ‘Statement of Changes in Equity included in the standalone and consolidated financial statements of the Annual report.

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 Authorised, Issued, Subscribed and paid-up equity share capital of the Company. The fully paid-up equity share capital of the Company as on March 31, 2024 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.

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 standalone financial statements read together with Notes annexed to and forming an integral part of the standalone financial statements.

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 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

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, applicable provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and CSR Annual Action Plan 2023-24 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 Company has complied with the provisions of Section 135 of the Companies Act, 2013 and all its subsequent amendments.

The Annual Report on CSR activities giving brief outline of the Companys CSR Policy and CSR initiatives undertaken during the year under review in the prescribed format as per Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 is set-out 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-2023-24.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 March 31, 2024, 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 March 31, 2024 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.

In compliance with the Regulation 21 and other applicable provisions of the Listing Regulations, the Board of Directors of the Company has constituted as Risk Management Committee which acts in accordance with its terms of reference and has also formulated a Risk Management Policy 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. The Company has established procedure to periodically place before the Audit Committee, the risk assessment and minimisation initiatives and steps taken by the Company to mitigate the risks. The important elements of risks are provided in the Management Discussion and Analysis Report forming part of the Annual Report. The Committee(s) also oversee and manage the risks process that methodically track governance objectives, risk ownership/accountability, compliance with policies and decisions that are set through the governance process and effectiveness of risk mitigation and controls 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 all other applicable regulatory/statutory guidelines, etc. for disclosures with reference to financial statements. The controls have been assessed during the year under review, basis guidance note issued by the Institute of Chartered Accountants of India on Audit of Internal Financial Controls over Financial Reporting. Based on the results of such assessment carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nevertheless, the Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and in a dynamic environment needs continuous review and upgrade from time to time.

Your Companys internal control systems are supplemented by an extensive program of internal audit by independent firm(s) 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 as well as Audit Committee, 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, 1992, Listing Regulations and relevant rules/guidelines as well as other corporate laws/rules and 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 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. Your Company espouses positive organisational change by setting directions, building self-confidence, encouraging smart risk taking and drawing strength from adversities. The Company is confident of the strong leadership talent and their ability to scale the businesses to the next level in times to come. 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 at all the manufacturing facilities and project sites in full compliance with the applicable laws and regulations. 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 its facilities 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.

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 continues to remain recognised by the Department of Science & Industrial Research, Ministry of Science & Technology, Government of India. 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.) as renewed from time to time and is presently valid up to November 23, 2025.

DIRECTORS

During the period under review, Shri S.S. Kothari (DIN: 00005428) and Shri S.C. Jain (DIN: 00194087), Non-Executive Independent Directors of the Company completed their tenure viz. second term of five (5) consecutive years at the close of business hours on March 31, 2024. Consequently, they cease to be the Directors of the Company and Members of certain Committees of the Board with effect from April 1, 2024. The Board of Directors places on record its deep sense of appreciation for the valuable contributions and guidance provided by Shri S.S. Kothari and Shri S.C. Jain during their tenure as Non-Executive Independent Directors of the Company. Further, the members of the Company by way of Resolutions passed through Postal Ballot including Remote e-Voting on March 21, 2024 have approved the appointment of Shri Bachh Raj Nahar (DIN: 00049895), Dr. Ananya Ghosh Dastidar (DIN:10442476) and Shri Siddharth Swarup (DIN: 07204764) as the Non-Executive Independent Directors of the Company, not liable to retire by rotation, for a first term of five (5) consecutive years with effect from April 1, 2024 to March 31, 2029. However, the Special Resolution concerning continuation of directorship of Shri Bachh Raj Nahar (DIN: 00049895) as a Non-Executive Independent Director of the Company, from the day he attains the age of seventy-five (75) years on June 14, 2026 till the completion of his first term of consecutive five (5) years i.e. March 31, 2029, in pursuance to Regulation 17(1A) of the Listing Regulations, has not been passed due to lack of requisite majority. Shri Dilip Ganesh Karnik (DIN: 06419513) ceases to be a Non-Executive Non-Independent Director of the Company with effect from May 9, 2024 on account of his resignation citing personal reasons which was noted by the Board of Directors in its meeting held on May 17, 2024. The Board of Directors places on record its deep sense of appreciation for valuable guidance provided by Shri Dilip Ganesh Karnik during his tenure as Non-Executive Non-Independent Director of the Company.

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 Nomination and Remuneration Committee as well as Board of Directors of the Company has recommended his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Having regard to the qualifications, expertise, wide range of professional experience and long association of Shri Y.S.Lodha (DIN: 00052861) with the Company and considering the overall performance of the Company and its growth during his tenure, the Board of Directors of the Company based on recommendation of Nomination and Remuneration Committee has approved re-appointment and terms of remuneration of Shri Y.S.Lodha as Managing Director and Chief Executive Officer of the Company for another term of four (4) consecutive years with effect from February 11, 2025, subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

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 a Director and the Managing Director & Chief Executive Officer recommended for re-appointment 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 Amit Kumar Chopra, Chief Financial Officer (CFO) and Shri Sudeep Jain, Company Secretary are the Key Managerial Personnel (KMPs) of the Company.

Shri Amit Kumar Chopra was appointed as Chief Financial Officer of the Company with effect from November 9, 2023, in place of Shri Mahesh Ladia, who resigned from the post of Chief Financial Officer of the Company and relinquished the office as such on September 15, 2023.

DECLARATION BY INDEPENDENT DIRECTORS

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all Independent Directors have from time to time submitted declarations confirming that they meet the criteria as mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Independent Directors have also individually and severally confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, opined that the Independent Directors of the Company, including the Independent Directors appointed with effect from April 1, 2024 through Postal Ballot Notice, are persons of integrity and possess the relevant expertise and experience (including the proficiency), fulfils the conditions specified in the Listing Regulations and the Companies Act, 2013 for appointment of Independent Directors and are independent of the Management.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met Four (4) times viz. on May 18, 2023, August 12, 2023, November 9, 2023 and February 9, 2024. The time gap between two meetings was less than 120 days. Details of attendance of meeting of the Board, its committees are included in the Report on Corporate Governance, which forms a part of the Annual Report. The Independent

Directors of the Company met on February 7, 2024 without presence of the Chairman, Managing Director, other Non-Independent Directors and any other managerial personnel.

AUDIT AND OTHER COMMITTEES OF BOARD

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. As required under the Companies Act, 2013 and Listing Regulations, the Company has also constituted various other statutory committees of the Board viz. Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The requisite details of all the committees such as terms of reference, composition, number of meetings held during the year under review and attendance at the meetings, etc. 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. The result of evaluation reflected a high level of commitment and engagement of the Board and its various committees. 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. The Remuneration Policy is in consonance with the prevailing industry practices. 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.

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 77^th Annual General Meeting (AGM) till the conclusion of the 82^nd AGM of the Company 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 March 31, 2023 was filed by the Company on September 3, 2023 with the concerned authorities (Ministry of Corporate Affairs).

AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the year ended March 31, 2024 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.

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 March 31, 2024. 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 APPLICABLE 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 the applicable 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. For more details, the members are advised to refer to the Secretarial Audit Report which is attached hereto and forms a part of this Report.

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 and in accordance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder, the applicable provisions of Listing Regulations and your Companys Policy on Related Party Transactions. 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 or which could be prejudicial to the interest of minority shareholders. During the year under review, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Details of the related party transactions entered into by the Company are provided in Note No. 49 of the Notes to standalone financial statements for the financial year 2023-24.

Prior omnibus approval of the Audit Committee is obtained on an annual basis, for a financial year, for the related party 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. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has submitted to the stock exchanges disclosures of related party transactions in the prescribed format every six months on the date of publication of its standalone and consolidated financial results. 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, Solar PV 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, a 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 recorded a satisfactory financial performance and achieved historically highest ever Revenue from Operations with sustained profitability. Birla Furukawa Fibre Optics Private Limited, a joint venture company, recorded a steep decline in financial performance and incurred a loss during the year under review due to near term challenging business environment attributable to subdued demand of its products across the key global markets and prevailing unremunerative price levels.

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.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2023-24 have been prepared in the same form and manner as that of standalone financial statements of the Company and are in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of the Annual Report.

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 - III which is attached hereto and forms a part of the Directors Report.

ANNUAL RETURN

A copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on website of the Company in pursuance to Section 92(3) of the Companies Act, 2013 and the same can be accessed at the weblink: https://www.unistar.co.in/Annual-Return_2024.pdf

PARTICULARS OF EMPLOYEES

The disclosures 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, as amended, in respect of employees of the Company are given in Annexure - IV, which is attached hereto and forms a part of the Directors Report.

FOREIGN COLLABORATION

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

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 pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure - V, which is attached hereto and forms a part of the Directors Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/ 122 dated July 12, 2023, the Business Responsibility and Sustainability Report in the updated BRSR format for the year ended March 31, 2024, forms a part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 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 direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and Whistle Blower Policy are explained in the Report on Corporate Governance. The said Policy is uploaded on the website of the Company and can be accessed at https://unistar.co.in/Policies/Whistle-Blower.pdf.

PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). 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. All employee (permanent, contractual, temporary, trainees) as well as consultants are covered under the Policy. The framework ensures complete anonymity and confidentiality. During the year under review, no case was filed or reported in pursuance to the provisions of the said Act. The annual return for compliance with POSH for the calendar year ended December 31, 2023, has been filed with the concerned authority.

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 March 31, 2024.

(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) 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 of the Company to which the financial statements relate and the date of this Report.

There has been no material change in the nature of business of the Company.

(d) The Statutory Auditors, Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its officers and employees in terms of Section 143(12) of the Companies Act, 2013. Accordingly, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

(e) 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 satisfactory financial performance of the Company and look forward to their support in future as well.

	For and on behalf of the Board of Directors
	Harsh V. Lodha	Y.S.Lodha
Date : May 17, 2024	Chairman	Managing Director & Chief Executive Officer
Place : New Delhi	(DIN:00394094)	(DIN: 00052861)