Universal Cables Ltd Directors Report

TO THE SHAREHOLDERS

Your Directors have the pleasure in presenting the Eightieth Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025.

SUMMARY OF FINANCIAL RESULTS

Description	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	240838.62	202066.76	240838.62	202066.76
Earnings before Finance Costs, Depreciation and Tax	20241.69	18529.49	24862.11	25935.31
Finance Costs	10384.69	9146.78	10384.69	9146.78
Profit before Depreciation and Tax	9857.00	9382.71	14477.42	16788.53
Depreciation and Amortisation	2731.81	2375.64	2731.81	2375.64
Profit before Tax	7125.19	7007.07	11745.61	14412.89
Tax Expenses (Including Deferred Tax)	1397.23	1580.89	2807.10	3590.43
Net Profit for the year	5727.96	5426.18	8938.51	10822.46

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 and/or sale of a wide range of Power Cables from 1.1 kV to 400 kV, Wires and Conductors, Accessories for Cables and Conductors, products for quality power solutions viz. Capacitors and Capacitor Banks, Harmonic Filters, SVGs, etc. and Turnkey Projects relating thereto. There has been no material change in the business of the Company during the financial year ended March 31, 2025.

GENERAL & CORPORATE MATTERS

Your Companys total Revenue from Operations for the fiscal year increased 19.19% over the previous year to Rs. 240838.62 lakhs. The Revenue from exports for your Company stood at Rs. 20901.93 lakhs during the year under review, representing approximately 8.68% of the total Revenue of Operations. Earnings before interest (finance costs), tax, depreciation and amortisation (EBITDA) during the current fiscal year Rs. 20241.69 lakhs was up by 9.24% from the previous fiscal year Rs. 18529.49 lakhs and Profit before Tax (PBT) of Rs. 7125.19 lakhs was up by 1.69% from previous fiscal year at Rs. 7007.07 lakhs. Profit after Tax for the fiscal year increased 5.56% year-on-year to Rs. 5727.96 lakhs, compared with Rs. 5426.18 lakhs in the corresponding previous fiscal year. 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. Revenue from Operations of the EHV Power Cable business increased by approximately 20% during the year under review as compared to immediately preceding previous year as a result of augmentation of production capacity and improved efficiency by way of cost transformation initiatives. During the year under review, the Company executed certain significant contracts, which strengthened the Companys goodwill and leadership in the EHV Cables and related turnkey businesses. The Company successfully commissioned the first made-in-India 400kV EHV underground cable project of 11.34 route KMs of substantial value in the state of Tamil Nadu. Another similar EHV HVAC cable project of 9.50 route KMs is under implementation and is expected to be commissioned within the first half of the ensuing year. Alongside, the Company has also established itself as reliable supplier of EHV HVAC cables in overseas market to several key projects including for supply of 400 kV voltage grade EHV cables in Europe. Based on these experiences, overseas markets hold out a lot of promise for the Companys EHV HVAC cables business. The Companys state-of-the-art EHV Cables manufacturing facility with Indias first of its kind VCV (Vertical Continuous Vulcanization) technology is also equipped to manufacture EHV HVDC (High Voltage Direct Current) cables. The Company is currently developing additional capabilities to expand into the EHV HVDC cables segment, anticipating fast emerging demand in the domestic market in the near future.

Presently, in the Medium Voltage (MV) and Low Voltage (LV) power cable business, your Company holds a relatively low market share compared to its peers, primarily due to limited production capacity, despite gradual capacity augmentation over the years. To address this, the Company has expanded the scope of its ongoing capacity expansion projects at the Satna (M.P.) and Verna (Goa) facilities, by increasing the total capital outlay from Rs. 277 Crores to over Rs. 505 Crores. This decision is driven by a constructive business outlook, supported by sustained and growing demand for the Companys entire range of power cables, i.e., Low Voltage (LV), Medium Voltage (MV), High Voltage (HV)/Extra High Voltage (EHV) cables in domestic as well as international markets.

Upon successful implementation, the enhanced capacity will significantly strengthen the Companys manufacturing capabilities. The capacity expansion project is progressing as planned and is expected to be fully operational in a phased manner by the end of the ensuing fiscal year 2025-26.

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 and achieved a revenue growth of approx. 6% on a year to year basis during the year under review. The Company has also secured certain prestigious turnkey contracts of substantial value from the state utilities for capacitor banks and allied infrastructure which are to be executed in the ensuing financial year 2025-26.

The Goa unit of the Company achieved a growth in Revenue of 16% during the financial year 2024-25 as compared to the previous financial year.

Over the past few years, your Company has placed strong emphasis on delivering high-quality products at competitive prices by strategically pursuing expansion in a phased manner. This included the progressive augmentation of production capacities across Extra High Voltage (EHV), Medium Voltage (MV), and Low Voltage (LV) Power Cables, Flexible Wires, etc. while also focusing on improved capacity utilization, reduction of scrap, and optimal use of input raw materials. Strengthening the supply chain to ensure the timely availability of critical raw materials has resulted in more effective inventory control and enhanced operational efficiency. These initiatives have been reinforced by a culture of astute financial discipline and operational excellence.

The cumulative effect of these efforts has been a consistent and incremental improvement in productivity, along with the delivery of reliable quality and cost competitiveness. These advancements have made your Company structurally robust, culturally agile, and financially resilient. Our continued focus on customer satisfaction, driven by principles of technology leadership, world-class quality standards, and differentiated services, has helped reinforce our brand value and distinguish the Company from its peers in the power cable industry.

Despite the ongoing global uncertainty, the outlook for the Indian power cable industry remains stable, underpinned by strong domestic demand led by governments focus on infrastructure driven GDP growth. The multiple demand drivers including government thrust on building sustainable power transmission and distribution infrastructure, transition to renewable energy, urbanisation and resulting growth in residential projects and commercial structure, expansion of data centres with demand for power distribution and server operations, electrification efforts across automotive, industrial and construction sectors, increasing demand for Extra High Voltage Cables and greater push towards domestic production in India are likely to drive faster volume growth for the cable and wire industry. The wire and cable industry saw an estimated growth of about 13% YoY basis in financial year 2024-25 as against the growth in governments capex of around 2% YoY basis which reinforces the fact that growth rate on wires and cables is expected to remain strong in near term. Further, with ongoing geo political uncertainties around tariffs, volatile shipping rates and commodity prices, the slight uncertainty in exports may continue. However, Indian wire and cable companies may see opportunities in the export market should market shares shift due to any potential tariffs. Additionally, shifting global supply-demand dynamics present promising export opportunities. India also stands to benefit significantly from global reshoring initiatives and "China Plus One" strategies, which are expected to create long-term structural advantages for the industry.

Your Company is proactively equipping itself to capitalize on the rising demand, particularly in the high-end product category, through the phased expansion of its manufacturing facilities in alignment with emerging demand trends in domestic and international markets. The global energy system will require significant capital expenditure in the coming decades to keep up with the growing energy demand and transition to low carbon energy sources which may provide ample opportunity to the Company to increase the contribution of international business to over 10% of total revenue from operations.

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 for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("Listing Regulations"), 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 Rs. 12613.20 lakhs, consisting of additions to (a) Plant & Equipment of Rs. 8946.89 lakhs; (b) Other Fixed Assets of

Rs. 126.26 lakhs; (c) Intangible Assets of Rs. 35.50 lakhs; (d) Capital Work-in-Progress of Rs. 3448.35 lakhs and (e) Intangible Assets Under Development of Rs. 56.20 lakhs primarily directed towards capacity expansion initiatives aimed at supporting future growth. 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 Rs. 4.00 (Four) (previous year Rs. 3.00) per equity share of face value of Rs. 10/- each i.e. 40% (previous year 30%) for the financial year ended March 31, 2025 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 Rs. 13.88 Lakhs resulting in a payout of 24.23% of the standalone net profit of the Company for the financial year 2024-25.

The Dividend Distribution Policy of the Company as formulated in compliance with Regulation 43A and other applicable provisions of the 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, 2025, 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 the 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, 2025 stood at Rs. 3469.83 lakhs.

DEPOSITS/FINANCE

During the year under review, your Company has not accepted any public deposits within the meaning of Sections 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 are 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 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 form 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 2024-25 read with the Companys CSR Policy. The Company has undertaken its CSR initiatives with a strong preference for implementing projects in and around the local areas where it operates, as well as in neighbouring communities. These activities, detailed in Note No. 46 of the financial statements, reflect the Companys commitment to inclusive and sustainable development. The Company has fully complied with the provisions of Section 135 of the Companies Act, 2013, along with all subsequent amendments and applicable rules.

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-2024-25.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, 2025, 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 judgements 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, 2025 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 Regulation 21 and other applicable provisions of the Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee which acts in accordance with its terms of reference and has also formulated a Risk Management Policy that lays down the procedures for risk assessment and its mitigation.

The Risk Management Committee, Audit Committee, and the Board of Directors assess and monitor regularly the framework for identification, evaluation, and prioritisation of risks, and the mechanism and implementation of risk management and risk mitigation measures. The Company has established procedures to periodically place before the Audit Committee the risk assessment and minimisation initiatives and the steps taken by the Company to mitigate the risks. The important elements of risk are provided in the Management Discussion and Analysis Report forming part of the Annual Report. The Committee(s) also oversee and manage the risk process that methodically tracks governance objectives, risk ownership/accountability, compliance with policies, and decisions set through the governance process, as well as the effectiveness of risk mitigation and controls associated with the products/ goods and services dealt with by the Company, including the 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 their mitigation and reporting. The Companys businesses 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 that may threaten the existence of the Company.

The Company has laid down policies and procedures for internal financial controls to ensure the orderly and efficient conduct of its business, with the objective of achieving strategic, operational, and other long-term goals, and to ensure that its exposure to risk remains within acceptable limits. In addition, these policies and procedures have been designed to safeguard the Companys assets, prevent and detect fraud and errors, ensure the accuracy and completeness of accounting records, and enable the timely preparation of reliable financial information.

The management is committed to ensuring an effective internal financial control environment, which provides assurance on the efficiency of the Companys business operations, adherence to established policies, safety and security of its assets, and the orderly and legitimate conduct of its business under foreseeable circumstances. Your Company has a defined organisational structure, authority levels, delegated powers, internal procedures, rules, and guidelines for conducting business transactions. Your Companys systems and processes relating to internal controls and financial reporting procedures 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, the Companies (Indian Accounting Standards) Rules, 2015, and other applicable regulatory/statutory guidelines for disclosures with reference to financial statements.

These controls have been assessed during the year under review, based on the guidance note issued by the Institute of Chartered Accountants of India on the 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 or material weaknesses in the design or operation of any control were observed. Nevertheless, the Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and, in a dynamic environment, requires continuous review and upgrading from time to time. Your Companys internal control systems are supplemented by an extensive programme 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 is placed before the Audit Committee. The Internal Auditors, as well as the Audit Committee, conduct evaluations of the adequacy and effectiveness of the system of internal financial controls on an ongoing basis.

The Board has also implemented systems to ensure compliance with all applicable laws relevant to the Company, which have remained effective and operative. At quarterly intervals, the Company Secretary & Compliance Officer places before the Board and the Audit Committee a certificate along with a detailed statement certifying compliance with various laws and regulations applicable to the business and operations of the Company, after obtaining confirmation from all functional heads responsible for such compliance. The Company Secretary is responsible for compliance with corporate laws, including the Companies Act, 2013, SEBI Act, 1992, Listing Regulations, and relevant rules/guidelines, as well as other applicable corporate laws, rules, and regulations, including any statutory amendments, modifications, or enactments to the extent they apply and extend to the Company.

INDUSTRIAL RELATIONS, SAFETY & ESG

Industrial relations remained cordial throughout the year. Your Directors recognise and appreciate the sincere 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 the 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 the value proposition by putting in place a creative structure for employees at all levels that allows innovation and growth, and helps accelerate competitive advantage for the Company. Further, the Company is proactively re-skilling and up-skilling its employees at all levels to remain competitive, adapt to market changes, and respond to new business opportunities arising from the rapid pace of technological advancements. The Company has also created an environment where employees are encouraged to anticipate industry shifts, adapt quickly and lead the teams through change with confidence supported by continuous development, open dialogue and shared commitment to drive success.

Your Company has always maintained its policy to retain talent and hone the skills of its employees to enable them to deliver their capabilities and creativity, contributing to their workplace and the Company at large. Your Company gives weightage to home-grown talent and identifies achievers for grooming under a succession plan. Your Company espouses positive organisational change by setting direction, building self-confidence, encouraging smart risk-taking, and drawing strength from adversities. The Company is confident in its strong leadership talent and their ability to scale the business to the next level by pursuing the core values of the Group i.e. integrity, accountability, respect, transparency and empathy which are the foundation of our culture and critical to building trust, fostering collaboration and driving long term success. The leadership team is constantly looking ahead, identifying trends, embracing innovation and proactively seeking ways to stay ahead of competition.

Your Company continues to accord very high priority to both industrial safety and environmental protection. These are ongoing processes at the Companys plant and facilities to maintain high awareness levels. Your Company has also emphasised the need to adopt the highest safety standards on turnkey projects undertaken for EHV power cables and capacitors, with a focus on ensuring that safety on all projects under execution is given great importance.

As a policy, the Company re-evaluates safety standards and practices from time to time, including through its Safety Committee, with representation from all areas of manufacturing. Regular meetings are held to monitor progress and implement action items, in order to raise the bar for safety standards for its people, users, and customers. Your Company pays considerable attention to occupational health and safety for protecting all levels of employees from risks, hazards, and accidents, as well as safeguarding the Companys assets. Mandatory safety drills are conducted routinely.

The Company is conscious of the importance of environmentally clean and safe operations to ensure the safety of all stakeholders and compliance with applicable environmental regulations. It is continuously working towards reducing waste for disposal. Environmental protection is diligently followed at all manufacturing facilities and project sites, in full compliance with applicable laws and regulations. Plant aesthetics have significantly improved over the years, creating an ambiance conducive to a productive working environment.

Sustainability is becoming increasingly important and serves as a talent magnet for employees, from top management to the shop floor. As the Company embraces sustainability goals more extensively, it is actively involving employees in driving sustainable operations across its facilities through manufacturing innovations and community initiatives in health, hygiene, sanitation, waste management, and adoption of eco-friendly practices. The Company is also gradually embedding the principles of circular economy into its decision making process from sourcing of raw materials to designing of products for repair, reuse and recycling with an intent to improve long term profitability by reducing input costs, enhancing supply chain resilience and meeting global market expectations. The Company is committed to using sustainability as a key driver of business transformation, wherein employees are expected to play a vital role, thereby fostering job satisfaction and motivation among the employees at all levels.

During the year, the Company successfully installed an LPG distribution system to facilitate the operation of the Boiler and Properzi Plant, marking a strategic shift from furnace oil to a more environmentally friendly fuel, in compliance with the latest regulatory guidelines. This transition has significantly contributed to the reduction of emissions, promoting a cleaner and healthier environment, while also enhancing energy efficiency and achieving cost savings in fuel consumption.

As part of our continued commitment to sustainability, the company has been awarded the "GreenCo Bronze" certification by the Confederation of Indian Industry (CII). This certification acknowledges our efforts in implementing eco-friendly practices across operations, including energy efficiency, water conservation, and waste management. This achievement marks a key milestone in our journey towards sustainable growth and environmental responsibility.

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 remains 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, Dr. Kavita A. Sharma (DIN: 07080946), Non-Executive Independent Director of the Company, completed her second term of five (5) consecutive years and ceased to be a Director of the Company as well as Chairperson/ Member of certain Committees of the Board with effect from the close of business hours on February 5, 2025. The Board of Directors places on record its sincere appreciation for the valuable contributions and guidance rendered by Dr. Kavita A. Sharma during her tenure.

Shri Prem Singh Khamesra (DIN: 00049162) was appointed as an Additional Director of the Company with effect from August 12, 2024, pursuant to Sections 149 and 161 of the Companies Act, 2013, read with the rules framed thereunder and Article 140 of the Articles of Association of the Company. His appointment as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, was subsequently approved by the members through Postal Ballot, including remote e-Voting, on October 17, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and the Companys Articles of Association, Shri Harsh V. Lodha (DIN: 00394094), Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors of the Company have recommended his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Secretarial Standard on General Meetings (SS-2), the brief profile and other details of the Director seeking reappointment 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

As on the date of this Report, Shri Y.S.Lodha, Managing Director & Chief Executive Officer, Shri Amit Kumar Chopra, Chief Financial Officer, and Shri Sudeep Jain, Company Secretary, are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, all Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Independent Directors have individually confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective independent judgment 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 are persons of integrity and possess the relevant expertise and experience (including the proficiency), fulfil 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 17, 2024, August 12, 2024, October 25, 2024, and February 10, 2025. The intervening gap between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and Listing Regulations. The details of meetings of the Board of Directors and its Committees and the attendance of the Directors are provided in the Report on Corporate Governance, which forms part of this Annual Report.

The Independent Directors of the Company also held a separate meeting on March 7, 2025, without the attendance of the Chairman, Managing Director, other Non-Independent Directors, and members of the management, in compliance with the applicable provisions.

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 compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. During the year under review, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors.

In accordance with the Companies Act, 2013 and the Listing Regulations, the Company has also constituted various other statutory committees of the Board, viz., the Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee.

The requisite details of all the Committees, including their terms of reference, composition, number of meetings held during the year under review, and attendance of members at such meetings, are provided in the Report on Corporate Governance forming part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Listing Regulations, and the Guidance Note on Board Evaluation issued by SEBI, the Board of Directors of the Company carried out the annual evaluation of its own performance, that of its Committees, and of individual Directors as per the evaluation mechanism evolved by the Board, inter alia, to assess the skill sets and contributions that are desired, recognising that competencies and experiences evolve over time.

The manner in which the annual evaluation has been carried out by the Board of Directors is provided in the Report on Corporate Governance forming part of this Annual Report.

As part of the evaluation process, the Board of Directors also considered the criteria for performance evaluation of Independent Directors and the Board of Directors as formulated by the Nomination and Remuneration Committee.

The Independent Directors, after taking into account the views of the Non-Executive Directors, Non-Independent Directors, and the Managing Director, carried out the annual evaluation of the Chairman. They have also undertaken the evaluation of the Board as a whole, its Committees, and individual Directors. The outcome of this evaluation was 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 results of the evaluations reflected a high level of commitment, engagement, and effective functioning of the Board and its various Committees. In conclusion, the Board of Directors expressed satisfaction with the overall performance of the Board, its Committees, and individual members.

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors, in consonance with the recommendations of the Nomination and Remuneration Committee ("NRC"), has adopted the Terms of Reference, which, inter alia, sets out with the criteria for identification of members of the Board of Directors and the selection/appointment of Key Managerial Personnel (KMP) and Senior Management Personnel of the Company. The NRC recommends the appointment of Directors and the appointment or re-appointment of the Managing Director based on his/her qualifications, expertise, positive attributes, independence and professional expertise, in accordance with the applicable provisions of the Companies Act, 2013, governing rules framed thereunder, and the Listing Regulations.

In addition to ensuring diversity of race and gender, the NRC also considers the impact the appointee would have on the Boards overall balance of professional experience, background, viewpoints, skills, and areas of expertise.

The Board of Directors in consonance with the recommendations of the NRC, has also adopted the Remuneration Policy for the members of the Board and the Executive Management.

The Remuneration Policy is aligned with prevailing industry practices. The guiding principles of the Remuneration Policy are detailed in the Report on Corporate Governance, which forms part of this Annual Report.

The Remuneration Policy is uploaded on the Companys website and can be accessed at: 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 the audit of such cost records by a Cost Accountant, is applicable in respect of certain specified products of the Company. Accordingly, such accounts and records have been made and maintained by the Company.

AUDITORS

Messrs BGJC & Associates LLP, Chartered Accountants (Firm 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 the 77^th Annual General Meeting (AGM) until the conclusion of the 82^nd AGM of the Company, in accordance with 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 Statutory 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 (Firm Registration No. 000369), as the Cost Auditors of the Company for the financial year 2025-26 for conducting the audit of the cost records maintained in respect of certain specified products covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration. In terms of the provisions of Section 148 of the Companies Act, 2014 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, together with reimbursement of applicable Goods and Services Tax thereon and actual out-of-pocket and travelling expenses incurred in connection with the audit of cost accounting records of the Company, is subject to ratification by the members at the ensuing Annual General Meeting of the Company.

The Cost Audit Report for the financial year ended March 31, 2024, in respect of the specified products, was filed with the Ministry of Corporate Affairs on August 31, 2024.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the year ended March 31, 2025 forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors Report, that 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, 2025. 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.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observation of Secretarial Auditor is self-explanatory in nature and does not require any comment or explanation from the Board of Directors. Further, pursuant to amended Regulation 24A of Listing Regulations, Messrs R.K. Mishra & Associates, Practicing Company Secretaries (Unique Identification No. P1991MP039900 and Peer Review Certificate No. 4333/2023) have been appointed as Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 till financial year 2029-30, subject to approval by the members at the ensuing Annual General Meeting. Messrs R.K. Mishra & Associates has confirmed that it is not disqualified to be appointed as Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

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. 51 of the Notes to standalone financial statements for the financial year 2024-25.

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 pursuant 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, the overall performance of Vindhya Telelinks Limited, an associate company, remained satisfactory despite the slowdown in government capital expenditure within the Water Infrastructure business of its EPC segment. This deceleration has resulted in increased working capital requirements and has impacted near-term profitability. Nevertheless, these headwinds have been partially mitigated by resilient execution and healthy order inflows in other EPC verticals, along with strong and consistent growth in the Cable segment. Birla Furukawa Fibre Optics Private Limited, a joint venture company, recorded a decline in financial performance and incurred a loss during the year under review due to significant demand supply imbalances in optical fibre market. The downturn in financial performance during the year under review was primarily driven by global price erosion and persistent demand stagnation. 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 https://www.unistar.co.in.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2024-25 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 the 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_2025.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 (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations read with the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/ P/0155 dated November 11, 2024, the Business Responsibility and Sustainability Report in the updated BRSR format for the year ended March 31, 2025, 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 AT WORKPLACE

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") and rules framed thereunder. 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 employees (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, 2024, has been duly 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, 2025.

(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, Internal Auditors, Cost Auditors and the Secretarial Auditors 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.

(f) There were no revisions made in the financial statements and Directors Report of the Company.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGEMENT

The Board desires to place on record its grateful appreciation 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.