Directors Report of Universal Cables Ltd.

Mar 31, 2025

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 COMPANY’S 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 Company’s total Revenue from Operations for the fiscal year increased 19.19% over the previous year to '' 240838.62 lakhs.
The Revenue from exports for your Company stood at '' 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 '' 20241.69 lakhs was up by 9.24% from the previous fiscal year '' 18529.49 lakhs and Profit before
Tax (PBT) of '' 7125.19 lakhs was up by 1.69% from previous fiscal year at '' 7007.07 lakhs. Profit after Tax for the fiscal year
increased 5.56% year-on-year to '' 5727.96 lakhs, compared with '' 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 Company’s 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
Company’s EHV HVAC cables business. The Company’s state-of-the-art EHV Cables manufacturing facility with India’s 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 '' 277 Crores to over '' 505 Crores. This decision is driven by a constructive
business outlook, supported by sustained and growing demand for the Company’s 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 Company’s 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 government’s 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 government’s 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 '' 12613.20 lakhs, consisting of additions to (a) Plant & Equipment of '' 8946.89 lakhs; (b) Other Fixed Assets of
'' 126.26 lakhs; (c) Intangible Assets of '' 35.50 lakhs; (d) Capital Work-in-Progress of '' 3448.35 lakhs and (e) Intangible Assets
Under Development of '' 56.20 lakhs primarily directed towards capacity expansion initiatives aimed at supporting future
growth. The Company’s 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 '' 4.00 (Four)
(previous year '' 3.00) per equity share of face value of '' 10/- each i.e. 40% (previous year 30%) for the financial year ended
March 31,2025 in consonance with the Company’s 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 '' 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 Company’s 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 '' 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 Company’s
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 Company’s 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 Company’s 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
Company’s 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 Company’s 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 Proiects/CSR-Proiects-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 Company’s 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 obiectives.

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 Company’s 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 Company’s 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 Company’s
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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s
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 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

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 Board’s
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 Company’s 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
arm’s 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 Company’s 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 Company’s ‘Policy on materiality and dealing with
Related Party T ransactions’, as approved by the Board of Directors, is uploaded on the Company’s 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 Company’s
audited financial statements including the consolidated financial statements and all other documents required to be attached
thereto is put up to the Company’s 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 Auditor’s 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 Company’s
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.

For and on behalf of the Board of Directors
Harsh V. Lodha Y.S.Lodha

Chairman Managing Director & Chief Executive Officer

(DIN:00394094) (DIN: 00052861)

Date : May 22, 2025
Place : New Delhi

---

Mar 31, 2024

The 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

(Rs. 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 (Including Deferred Tax)	1580.89	1991.88	3590.43	3335.26
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 COMPANY’S 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Proiects/CSR-Proiects-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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 NonIndependent 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 Company’s 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 Board’s 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 arm’s 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 Company’s 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 Company’s Policy on materiality and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the Company’s 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 Company’s audited financial statements including the consolidated financial statements and all other documents required to be attached thereto is put up to the Company’s 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 Auditor’s 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.

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Mar 31, 2023

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

FINANCIAL HIGHLIGHTS

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

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

STATE OF COMPANY’S AFFAIRS

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

GENERAL & CORPORATE MATTERS

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

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

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

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

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

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

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

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

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

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

CAPITAL EXPENDITURE

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

DIVIDEND

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

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

UNPAID DIVIDEND

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

SHARE CAPITAL

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

DEPOSITS/FINANCE

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

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

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

The Risk Management Committee, Audit Committee and the Board of Directors assess and monitor regularly the framework for identification evaluation, prioritisation of risks mechanism and implementation of risk management and risk mitigation measures to mitigate the risks process that methodically track governance objectives risk ownership/accountability compliance with policies and decisions that are set through the governance process risks to those objectives and services and effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods and services dealt with by the Company as well as execution of turnkey projects. Your Company’s 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 Company’s 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 Company’s 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 Company’s business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company’s 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 Company’s system and process relating to internal controls and procedures for financial reporting have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory/statutory guidelines, etc. for disclosures with reference to financial statements.

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

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

INDUSTRIAL RELATIONS, SAFETY & ESG

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

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

Your Company continues to accord a very high priority to both industrial safety and environmental protection, and these are ongoing processes at the Company''s 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 Company’s assets. Mandatory safety-drills are in force as a routine. The Company is conscious of the importance of environmentally clean and safe operations so as to ensure safety of all concerned and compliance of applicable environmental regulations and to this end working continuously towards reduction in waste for disposal.

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

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

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

RECOGNITION

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

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

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

DIRECTORS

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

KEY MANAGERIAL PERSONNEL

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

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

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

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

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

SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

MAINTENANCE OF COST RECORDS

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

AUDITORS

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

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

AUDITORS’ REPORT

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

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

SECRETARIAL AUDITOR

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

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

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

ASSOCIATE AND JOINT VENTURE

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

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

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

FOREIGN COLLABORATION

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

CONSOLIDATED FINANCIAL STATEMENTS

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

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

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

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

GENERAL

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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Mar 31, 2018

Directors’ Report

TO THE SHAREHOLDERS

Your Directors have the pleasure of presenting their Seventy Third Annual Report, together with the Audited Financial Statements of your Company for the year ended 31^st March, 2018.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

Description	Amount Rs, in lakhs
	2017-18	2016-17
Gross Revenue	122018.21	90878.69
Earnings before Finance Costs, Depreciation and Tax	11797.27	8609.20
Finance Costs	5343.26	4397.12
Profit before Depreciation and Tax	6454.01	4212.08
Depreciation and Amortization	2090.23	1889.16
Profit before Tax	4363.78	2322.92
Tax Expenses/(Credit)	169.32	(587.73)
Net Profit for the year	4194.46	2910.65

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from 1^st April, 2017 (transition date being 1^st April, 2016). Accordingly, the financial statements for the year ended 31^st March, 2018 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. Previous year figures have been restated as per Ind AS to make them comparable.

GENERAL & CORPORATE MATTERS

Your Company achieved the total Gross Revenue of Rs, 122018.21 lakhs in the current fiscal as compared to Rs, 90878.69 lakhs in the previous fiscal registering an increase of 34.26%. The revenue from exports for your Company increased significantly to Rs, 8685.94 lakhs as compared to Rs, 3518.40 lakhs during the previous year, with Company making inroads into newer geographies. Earnings before interest (finance costs), tax, depreciation and amortization (EBITDA) during the current financial year is Rs, 11797.27 lakhs as compared to Rs, 8603.20 lakhs in the previous fiscal. During the year under review, the Company earned Profit before Tax of Rs, 4363.78 lakhs as compared to Rs, 2322.92 lakhs in the previous fiscal reflecting a robust increase of 87.86%. Profit after Tax stood at Rs, 4194.46 lakhs in the current fiscal year as compared to Rs, 2910.65 lakhs in the previous fiscal year showing an impressive growth of 44.11%.

Apart from the figures stated above, other key financial ratios e.g., leverage ratio, liquidity ratios and important efficiency ratios shows a marked improvement in your Company’s operations.

The performance of your Company marked a notable improvement during the year under review. This sets an upswing trend on your Company’s year-on-year performance. Overall, the improved performance can be attributed to the strategic initiatives taken by the Company, interalia, for meeting and anticipating customer needs timely, improving operational efficiencies with the end-goals of delivering products of highest quality at competitive costs, achieving manufacturing excellence through gradual up gradation of plant and equipment with consequential capacity augmentation and aligning the same with the long term objectives. Your Company has been consistently striking a balance on the operating risks and the strategic business efforts. Your Company has been upgrading its manufacturing infrastructure in a phased manner with the twin objectives of augmenting the capacity and cost reduction which has also paid off in terms of increased production, better process capabilities, improved quality, energy conservation and lower manufacturing cost.

With the underlying objectives to create business value, growth and market reach, your Company seized the opportunity to cater to the turnkey business model for Extra High Voltage (EHV) underground transmission system and has emerged to be the leading player in this specialized market segment, especially, having the facility for manufacturing eHv cables, the highest cost element of such turnkey projects. With the demand in this segment growing steadily and which is expected to continue to meet the infrastructural needs in the country, your Company is in a position to take advantage of the captivating challenges playing-out. In changeable circumstances, where there is an asymmetrical demand pattern, your Company is equipped to change gears in line with the demand scenario having a flexible manufacturing facility which can switch between EHV & Hv, the major product groups. Your Company is also in the process of augmenting its HV manufacturing capacity by way of installing a new generation cCv line dedicated to the manufacturing of HV & MV cables. This new infrastructure is being added to cater to the foreseeable demand as an outcome of the large infrastructural investment and the stimulus for inclusive growth under the Government’s manifesto for "Make-in-India”.

During the year under review, your Company has successfully migrated to a higher version of its existing software SAP to SAP HANA for improved data management, integration of functional departments, exercising better control and improved technical support.

Your Company has always maintained its policy to retain talent and also 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 pays considerable importance to occupational and health safety for protecting all levels of employees from risks, hazards and accidents as well as protecting your Company’s assets. Mandatory safety-drills are in force as a routine. Environment protection are diligently followed. Your Company is pleased to report that there has been no untoward incidence in the Plant on health & safety issues. In a recent drive, the Plant aesthetics have undergone significant improvement creating an ambiance for an appreciable working place.

Your Company continues its drive in optimizing the raw-material consumption and production cost, reduction of inventories and rationalization of manpower to remain competitive in the market.

DIVIDEND

After considering the Company’ profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of '' 1.50 per equity share of face value of '' 10/- each (i.e. 15%) for the financial year ended 31^st March,

2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of '' 520.43 lakhs excluding Tax on Dividend and surcharge/education cess thereon, as applicable.

SHARE CAPITAL

During the year under review, there is no change in the Issued, Subscribed and Fully paid-up equity share capital of the Company. The Fully paid-up equity share capital of the Company as on 31^st March, 2018 is '' 3469.83 lakhs. However, dispatch of share certificate(s) in physical form and credit in the respective demat account(s) in respect of 27,05,553 number of additional equity shares, in aggregate, allotted to certain allottees under category ‘C’ of the basis of allotment as per the Letter of Offer of the Rights Issue during the year 2015-16, have not yet been completed in view of the status-quo order passed by the Hon’ble High Court of Delhi on 18^th November, 2015. DEPOSITS/FINANCE

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 during the year under review. 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 optimize bank borrowings by focusing on cash flows and working capital management. During the year under review, your Company has also availed alternate cheaper funding option like issuance of Commercial Papers in order to reduce its borrowing costs.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-I which attached hereto and forms a part of the Directors’ Report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. www.unistar.co.in.

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 31^st March, 2018, 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 judgment 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 31^st March, 2018 and the profit of the Company for the year ended on that date. The Company adopted Indian Accounting Standards (Ind AS) effective from 1^st April, 2017 with transition date being 1^st April, 2016 and accordingly, the transition was carried out and applied in the accounting policies in accordance with the applicable Ind AS as stated in the Notes to Financial Statements. The impact of transition has been recorded in opening reserves as at 1^st April, 2016 and the periods presented have been restated accordingly;

(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 system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company’s system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which your Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could negatively impact the operations including additional oversight in the area of financial risks and controls, the proposed budget and plan, Company’s strategic framework besides inherent risks associated with the products/goods dealt with by the Company as well as execution of turnkey projects. Your Company’s approach to address 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 Company’s business and functions are systematically addressed through mitigating actions on a continuing basis. In the view of the Board of Directors, there are no material risks, which may threaten the existence of your Company.

The Board of Directors of your Company has laid down the policies and procedures for internal financial controls to be followed by the Company 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 are within the acceptable limits decided by the Board. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Company’s 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 its business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company’s business in the circumstances, which may reasonably be foreseen. Your Company has defined organization structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. Your Company’s 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 applicable accounting standards in India, the Companies Act, 2013 and rules framed thereunder and all other applicable regulatory/statutory guidelines, etc. for disclosure with reference to financial statements.

The Board has also implemented systems to ensure compliance of all applicable laws to the Company which were effective and operative during the year under review. At quarterly intervals, the Company Secretary & Compliance Officer places before the Board a certificate along with a detailed statement certifying compliance of various laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations.

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

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company’s 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 with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. 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. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

Your Company’s 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 Quality Management System ISO 9001:2015, Environmental Management System ISO 14001: 2015 and Occupational Health and Safety Management System OHSAS 18001:2007. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri Harsh V. Lodha (DIN: 00394094), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Shri Dilip Ganesh Karnik (DIN: 06419513) has been appointed as an Additional Director of the Company with effect from 15^th November, 2017 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 and holds the office upto the date of the ensuing Annual General Meeting. Shri Dilip Ganesh Karnik is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Shri Dilip Ganesh Karnik for the office of Director of the Company. The Nomination and Remuneration Committee at its Meeting held on 23^rd May, 2018 has recommended the appointment of Shri Dilip Ganesh Karnik as Director, liable to retire by rotation. The Board recommends the appointment of Shri Dilip Ganesh Karnik as Director, liable to retire by rotation for the consideration of the members of the Company at the ensuing Annual General Meeting. The brief resume and other information/details of Directors seeking appointment/re-appointment, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

KEY MANAGERIAL PERSONNEL

The Board upon the recommendation/approval of the Nomination and Remuneration Committee, at its Meeting held on 7^th February, 2018 has, subject to the approval of Members of the Company by way of a Special Resolution, re-appointed Shri Y.S.Lodha as the Manager & Chief Executive Officer of the Company for a further period of three (3) years effective from 15^th May, 2018 to 14^th May, 2021.

The information/details of Shri Y.S.Lodha, Manager & Chief Executive Officer seeking re-appointment, as required under Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders alongwith Annual Report.

Shri Pankaj Gupta, who was appointed as Chief Financial Officer of the Company, has resigned from the services of the Company with effect from 25^th August, 2017. Shri Prasanta Pandit has been appointed as Chief Financial Officer of the Company with effect from 15^th November, 2017.

Shri Y.S.Lodha, Manager & Chief Executive Officer, Shri Prasanta Pandit, Chief Financial Officer and Shri Om Prakash Pandey, Company Secretary are the key managerial personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.S. Kothari, Shri S.C. Jain, Shri Dinesh Chanda and Dr. Kavita A. Sharma have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review, the Board met five times viz. on 5^th May, 2017, 15^th May, 2017, 8^th August, 2017, 15^th November, 2017 and 7^th February, 2018.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which along with composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on personal interaction to ascertain feedback on well-defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. 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 Board of Directors also reviewed and deliberated the review of the performance of the Chairman (taking into account the views of Non-executive Directors and Manager & Chief Executive Officer), the Non-independent Directors and the Board as a whole carried out by the Independent Directors. A statement indicating the manner, in which formal annual evaluation has been made by the Board of Directors is given in the Report on Corporate Governance which forms a part of the Annual Report.

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, interalia, 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 Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board’s balance of professional experience, background, view- points, 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 management personnel. The salient features 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 web link of the same is http://www.unistar.co.in/pdf/Policy_for_Remuneration_forBoard_Members_Exective_Management.pdf. During the year under review, there was no change in the Remuneration Policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism which includes implementation of the Whistle Blower Policy to deal with instances of fraud and mis-management, 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 Chairman of the Audit Committee. The details of the Vigil Mechanism and Whistle Blower Policy are stated in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, Messers

V. Sankar Aiyar & Co., Chartered Accountants (Registration No. 109208W), the Auditors of the Company, hold office for a consecutive period of five years until the conclusion of Seventy Seventh (77^th) Annual General Meeting of the Company and their appointment is not required to be ratified each year at Annual General Meeting of the Company. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations made thereunder.

The Board of Directors has re-appointed Messers D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as Cost Auditors for conducting the audit of the cost records maintained by the Company in respect of specified products of the Company covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration plus applicable taxes thereon and reimbursement of out of pocket expenses based on the recommendation of the Audit Committee. The remuneration and applicable taxes thereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors is subject to ratification by the members in the ensuing Annual General Meeting of the Company.

AUDITORS’ REPORT

The Auditors’ Report on the financial statements of the Company form a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors’ Report, which calls for any further comments or explanations. Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Company Secretaries in whole time practice (PCS Registration No.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Report of the Secretarial Auditors for the year ended 31^stMarch, 2018 is given in Annexure-II, which is attached hereto and forms a part of the Directors’ Report. No qualification or observation or other remarks have been made by Secretarial Auditors in the Secretarial Audit Report, which calls for any comments or explanations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of applicable Secretarial Standards. During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

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

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

ASSOCIATE AND JOINT VENTURE

Your Company has an associate company viz. Vindhya Telelinks Limited and a joint venture company viz. Birla Furukawa Fibre Optics Private Limited. Vindhya Telelinks Limited, an associate company is engaged in the business of manufacturing and sales of telecommunication cables, other types of wires and cables, FRP rods/Glass rovings, etc. and Engineering, Procurement and Construction (EPC) business. Birla Furukawa Fibre Optics Private Limited, joint venture company, established in pursuance to a Joint Venture Agreement entered into between your Company and Furukawa Electric Co. Ltd., Japan and engaged in the business of manufacturing and sales of telecommunication grade Optical Fibres. Both Vindhya Telelinks Limited, an associate company and Birla Furukawa Fibre Optics Private Limited, joint venture company have achieved sustained growth in business with improved financial performance during the year under review.

A statement containing the salient features of the financial statements of an associate company and 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 attached and forms a part of the Annual Report.

A report on the performance of financial position of an associate company and a joint venture company as per the provisions of the Companies Act, 2013 is provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder read with Indian Accounting Standards specified under the Companies (Indian Accounting Standards), Rules, 2015, viz. Indian Accounting Standard (Ind AS)-110 "Consolidated Financial Statements” and Indian Accounting Standard (Ind AS)-28 "Investments in Associates and Joint Ventures”, the audited Consolidated Financial Statements of the Company as of and for the year ended 31^st March, 2018, forms a part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable, as none of the employees during the year under review was in receipt of remuneration as specified under the said Rule.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 is given in Annexure -V, which is attached hereto and forms a part of the Directors’ Report.

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

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items 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 31^st March, 2018.

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

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

(d) There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Directors’ Report.

(e) No frauds were reported by Auditors in terms of Section 143(2) of the Companies Act, 2013 and rules, if any, made thereunder. 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, suppliers, esteemed customers and other business associates. 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 continued contribution in the performance of the Company.

Yours faithfully,

Harsh V. Lodha Chairman

(DIN: 00394094)

S.C. Jain

(DIN: 00194087)

Dinesh Chanda

(DIN: 00939978)

^{B R}. ^Nahar Directors

(DIN: 00049895)

Kavita A. Sharma

(DIN: 07080946)

Dilip Ganesh Karnik

(DIN: 06419513)

New Delhi 23^rd May, 2018

---

Mar 31, 2017

TO THE SHAREHOLDERS

The Directors have the pleasure of presenting their Seventy Second Annual Report, together with the Audited Financial Statements of your Company for the year ended 31^st March, 2017.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

Description	Amount Rs. in lakhs
	2016-17	2015-16
Total Gross Revenue (including Other Income)	90934.80	84105.84
Earning before Finance Costs, Depreciation and Tax	8565.27	8618.47
Finance Costs	4425.19	5117.48
Profit before Depreciation and Tax	4140.08	3500.99
Depreciation and Amortization	1889.16	1765.19
Profit before Tax	2250.92	1735.80
Tax Expenses/(Credit)	(587.73)	(219.15)
Net Profit for the year	2838.65	1954.95

GENERAL & CORPORATE MATTERS

Your Company has achieved the total gross revenue of Rs. 90934.80 lakhs in the current fiscal as compared to Rs. 84105.84 lakhs in the previous fiscal, an increase of 8.12%. Earnings before interest (finance costs), tax, depreciation and amortization (EBITDA) is Rs. 8565.27 lakhs as compared to Rs. 8618.47 lakhs in the previous fiscal. Profit before tax increased to Rs. 2250.92 lakhs as compared to Rs. 1735.80 lakhs in the previous fiscal, an increase of 29.68%. Profit after tax increased to Rs. 2838.65 lakhs in the current fiscal as compared to Rs. 1954.95 lakhs in the previous fiscal, an increase of 45.20% after availing of tax credit.

Apart from the profitability ratios mentioned, other key financial ratios e.g., leverage ratio, liquidity ratios and important efficiency ratios shows a marked improvement in your Company’s operations. The net interest paid by your Company reduced by 19.14% over the previous fiscal which has significantly improved the cash flow.

The performance of your Company marked a perceivable improvement over the previous fiscal. In context to the industry and its position in the economic environment and market variables, the results are seen to be favourable. Your Company was able to weather an overall frail growth in demand coupled with an intensely competitive environment. Your Company’s thrust has been on reshuffling the product-mix conducive to its bottom-line, optimal allocation of resources, flexible planning and exercising austerity measures across all functional activities.

There is a clear and present danger of competition having risen to a higher water-mark with new players penetrating into the high-end market space. Your Company has, therefore, taken a decision for exercising austerities in all sphere of its operation, further improving productivity and focusing on repayment of the debts gradually from internal accruals. This would enable your Company to become operationally more competitive.

Your Company has implemented CAPEX in the Plant for the fiscal, typically aimed at energy conservation and reduction of manufacturing cycle for meeting the short delivery requirements of the customers.

Your Company is migrating to a higher version of its existing software SAP to SAP HANA for improved data management, integration of functional departments, exercising better control and improved technical support.

Your Company has always maintained its policy to retain talent and also to hone the skills of its employees for deliverance of their capabilities and creativity to contribute to their work place and your Company at large.

Though the going would be interlaced with many challenges your Company is confident to overcome these as the fundamentals of your Company are strong and strategic initiatives taken have started to pay off.

DIVIDEND

Though the Company has earned profit during the year under review, however, in order to retain the earnings for business growth, your Company’s Board of Directors has decided not to propose dividend on equity shares for the financial year ended 31^st March, 2017.

SHARE CAPITAL

During the year under review, there is no change in the Issued, Subscribed and Fully paid-up equity share capital of the Company. The Fully paid-up equity share capital of the Company as on 31^st March, 2017 is Rs. 3469.83 lakhs. However, dispatch of share certificate(s) in physical form and credit in the respective demat account(s) in respect of 27,05,553 number of additional equity shares, in aggregate, allotted to certain allottees under category ‘C’ of the basis of allotment as per the Letter of Offer of the Rights Issue during the year 2015-16, have not yet been completed in view of the status-quo order passed by the Hon’ble High Court of Delhi on 18^th November, 2015.

DEPOSITS/FINANCE

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 during the year under review. 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 optimize bank borrowings during the year by focusing on cash flows and working capital management in order to ensure efficiency in its borrowing costs.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee in accordance with Section 135(1) of the Companies Act, 2013, the details of which have been provided in the Corporate Governance Report forming part of the Annual Report. The Board of Directors has approved the CSR policy which is available on the Company’s website www.unistar.co.in. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in Annexure-I which attached hereto and forms a part of the Directors’ Report.

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 31^st March, 2017, 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 judgment 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 31^st March, 2017 and 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 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;

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

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company’s system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which your Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess the implementation of risk management and risk mitigation measures through their review of potential risks which could negatively impact the operations including additional oversight in the area of financial risks and controls, the proposed budget and plan, your Company’s strategic framework besides inherent risks associated with the products/goods dealt with by the Company as well as execution of turnkey projects. Major risks identified by the Company’s business and functions are systematically addressed through mitigating actions on a continuing basis. In the view of the Board of Directors, there are no material risks, which may threaten the existence of your Company.

The Board of Directors of your Company has laid down the policies and procedures for internal financial controls to be followed by the Company 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 are within the acceptable limits decided by the Board. In addition, the policies and procedures have been designed with an intent to ensure safeguarding of Company’s 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 its business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of Company’s business in the circumstances, which may reasonably be foreseen. Your Company has defined organization structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. Your Company’s 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 Generally Accepted Accounting Principles (GAAP) in India, the Companies Act, 2013 and rules framed there under and all other applicable regulatory/statutory guidelines, etc. for disclosure with reference to financial statements.

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

INDUSTRIAL RELATIONS AND SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company’s 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 with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. 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. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

Your Company’s manufacturing facilities and functional departments continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the international standards for Quality Management System ISO 9001:2008, Environmental Management System ISO 14001:2004, Occupational Health and Safety Management System OHSAS 18001:2007 and Social Accountability Policy SA-8000. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri B.R. Nahar (DIN 00049895), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

The brief resume and other details of Director seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Manager & Chief Executive Officer, Shri Pankaj Gupta, Chief Financial Officer and Shri Om Prakash Pandey, Company Secretary are the key managerial personnel of the Company. Shri Sanjay Kumar, who was appointed as Chief Financial Officer of the Company, no longer in the services of the Company with effect from 23^rd August, 2016. Shri Pankaj Gupta has been appointed as Chief Financial Officer of the Company with effect from 2^nd December, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.S. Kothari, Shri S.C. Jain, Shri Dinesh Chanda and Dr. Kavita A. Sharma have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified under the governing provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year under review, the Board met five times viz. on 18^th May, 2016, 12^th July, 2016, 11^th August, 2016, 10^th November, 2016 and 9^th February, 2017.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed there under, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which along with composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI, the Board of Directors of your Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on personal interaction to ascertain feedback on well defined parameters which, interalia, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. 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 Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee and review of the performance of the Chairman (taking into account the views of non-executive directors), the Non-independent Directors and the Board as a whole carried out by the Independent Directors. A statement indicating the manner, in which formal annual evaluation has been made by the Board of Directors is given in the Report on Corporate Governance which forms a part of the Annual Report.

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, interalia, 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 based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Board’s balance of professional experience, background, view points, 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 management personnel. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which 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, the Company has implemented a Vigil Mechanism which includes implementation of the Whistle Blower Policy to deal with instances of fraud and mis-management, 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 Chairman of the Audit Committee. The details of the Vigil Mechanism and Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Auditors to hold office until the conclusion of the ensuing Annual General Meeting of the Company. Since Messrs V. Sankar Aiyar & Co., Chartered Accountants has been functioning as Auditors of the Company since last five consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of Messrs V.Sankar Aiyar & Co., as Auditors of the Company for another term of 5 (five) years from the conclusion of the ensuing Annual General Meeting (72^nd AGM) till the conclusion of Seventy Seventh Annual General Meeting (77^th AGM), subject to ratification by shareholders in every Annual General Meeting, which is in accordance with the provisions of Section 139 read together with other provisions of Chapter X of the Companies Act, 2013 and the Rules made there under. A certificate has been received from them to the effect that their re-appointment as Auditors, if made, would be in accordance to the provisions of Section 139 and 141 of the Companies Act, 2013 and rules framed there under.

The Board of Directors has re-appointed Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), as Cost Auditors for conducting the audit of the cost accounting records maintained by the Company in respect of specified products of the Company covered under the Companies (Cost Records and Audit) Rules, 2014 and fixed their remuneration plus applicable taxes thereon and reimbursement of out of pocket expenses based on the recommendation of the Audit Committee. The remuneration plus applicable taxes thereon and reimbursement of out of pocket expenses to be paid to the Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.

AUDITORS’ REPORT

The Auditors’ Report on the financial statements of the Company form a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors’ Report, which calls for any further comments or explanations. Further, during the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs R.K. Mishra & Associates, Company Secretaries (PCS Registration No.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2017. The Report of the Secretarial Auditor is given in Annexure -II, which is attached hereto and forms a part of the Directors’ Report. No qualification or observation or other remarks have been made by Messrs R.K. Mishra & Associates in the Secretarial Audit Report, which calls for any comments or explanations.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were on an arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. There are no material significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Further, none of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

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

ASSOCIATE AND JOINT VENTURE

Your Company has an associate company viz. Vindhya Telelinks Limited and a joint venture company viz. Birla Furukawa Fibre Optics Private Limited. Vindhya Telelinks Limited, an associate company is engaged in the business of manufacturing and sales of Telecommunication Cables, other types of wires and cables, FRP rods/Glass rovings, etc. and Engineering, Procurement and Construction (EPC) business. Birla Furukawa Fibre Optics Private Limited, joint venture company, established in pursuance to a Joint Venture Agreement entered into between your Company and Furukawa Electric Co. Ltd., Japan and engaged in the business of manufacturing and sales of telecommunication grade Optical Fibres. Both Vindhya Telelinks Limited, an associate company and Birla Furukawa Fibre Optics Private Limited, joint venture company have achieved sustained growth in business with improved financial performance during the year under review.

Birla Cable Limited (formerly Birla Ericsson Optical Limited) ceased to be an associate and joint venture company with effect from 24^th August, 2016 upon termination of Joint Venture Agreement entered into by your Company along with Vindhya Telelinks Limited and Ericsson Cable AB, Sweden followed by the divestment of the entire shareholding of the overseas co-promoter, Ericsson Cables AB, Sweden in favour of Indian co-promoters.

A Statement containing the salient features of the financial statements of an associate company and 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 attached and forms a part of the Annual Report.

A report on the performance of financial position of an associate company and a joint venture company, as per the provisions of the Companies Act, 2013 is provided as part of the consolidated financial statements and hence not repeated herein for the sake of brevity. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable provisions of the Companies Act, 2013 and the rules made there under, read with Accounting Standard (AS)-21 "Consolidated Financial Statements”, Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture” and Accounting Standard (AS)-23 "Accounting for Investments in Associates in Consolidated Financial Statements”, the audited Consolidated Financial Statements of the Company as of and for the year ended 31^st March, 2017, forms a part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

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

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the 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.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable, as none of the employees during the year under review was in receipt of remuneration as specified under the said Rule.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 is given in Annexure-IV, which is attached hereto and forms a part of the Directors’ Report.

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

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

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items 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 31^st March, 2017.

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

(c) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

(d) There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Directors’ Report.

(e) No frauds were reported by Auditors in terms of Section 143(2) of the Companies Act, 2013 and rules, if any, made there under.

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, suppliers, esteemed customers and other business associates. 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 continued contribution in the performance of the Company.

Yours faithfully,

Harsh V. Lodha Chairman

(DIN: 00394094)

S.S. Kothari

(DIN: 00005428)

S.C. Jain

(DIN: 00194087)

Dinesh Chanda

(DIN: 00939978) Directors

B.R. Nahar

(DIN: 00049895)

Kavita A. Sharma

(DIN: 07080946)

New Delhi

15^th May, 2017

---

Mar 31, 2014

DEAR SHAREHOLDERS

The Directors have pleasure in presenting their Annual Report, together with the Audited Financial Statements of the Company for the year ended 31st March, 2014





FINANCIAL RESULTS Amount (Rs. in lacs)

Description Year Ended Year Ended 31st March,2014 31st March,2013

Gross Income 68660.84 69254.42

Earnings before Interest,Depreciation and Tax (EBITDA) 561.72 3314.20

Finance Cost 3285.81 2532.48

Profit/(Loss) before Depreciation and Tax (2724.09) 781.72

Depreciation and Amortization 1687.34 1476.88

Earlier Year Taxes - 1.20

Deferred Tax (Credit) (405.55) 1281.79 (234.09) 1243.99

(Loss) for the year (4005.88) (462.27)

Surplus brought forward from previous year 4444.91 4907.18

Surplus carried to Balance Sheet 439.03 4444.91





In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite subdued market scenario in the Power Sector, your Company has been able to achieve gross revenue of Rs. 686.61 crores in the current fiscal as compared to Rs. 692.54 crores for the previous year. However, the magnitude of loss suffered for the year is higher at Rs. 40.06 crores as compared to Rs. 4.62 crores for the previous fiscal.

During the year under review, the operations of your Company have been severely impacted due to increased finance cost arising from extended debtors cycle in the industry, the slow-down in the power transmission segment adversely affecting the EHV cable demand which is your Company''s key product coupled with predatory pricing strategy adopted by certain overseas players leading to severe pressure on margins. Many of the power infrastructural projects have been temporarily stalled due to the policy impasse on substantive issues of environmental clearances, Rights of-the-Way permissions, coal linkages/allocation and revision in power purchase agreement, etc. This has caused unanticipated deferment in their delivery schedule for the Company''s products leading to higher inventory of finished goods and payment hold up intensifying liquidity pressure on the Company. In addition to the above, apart from the other key imported raw-materials, the prices of bulk raw-materials such as Copper & Alumunium though indigenously sourced, are linked with the foreign exchange rates. The depreciation of the rupee has therefore severely affected the margins as the industry mainly operates on firm price contracts. Under the present business environment, your Company has decided to re-structure its business strategy by broadening its market base. To de-risk itself from aberrations of a polarized Extra High Voltage (EHV) market segment, in which your Company is a formidable player and equipped with best-in-class VCV technology, it has expanded its capacity in the Medium Voltage (MV) and Light Duty cable verticals. The overall increase in the manufacturing capacity in the MV & Light Duty cable verticals would transform the Company into a competitive manufacturing base. The Company is focusing on products and customers from where better margins are available.

Your Company has also ventured into execution of turnkey projects for capacitors banks where the margins are reasonably remunerative.

Constant efforts are being made by your Company to enhance productivity with a view to gain competitive edge. In a parallel effort, your Company is continuously upgrading and modernizing the production facilities with a special focus on production cost reduction, optimization of raw material consumption and rationalization of manpower.

Your Company''s strength lies in its technological primacy, advanced manufacturing facilities, high-end products, brand equity and skilled & talented manpower. Therefore, once the power & other infrastructural segment recovers from the present slump, the Company would emerge stronger.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by Chief Mentor & Executive Director confirming compliance by all the Board members and Senior Management Personnel with Company''s Code of Conduct and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

* in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

* the Company has selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2013-14 and of the loss for the year ended 31st March, 2014;

* proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* the attached Annual Statement of Accounts for the year ended 31st March, 2014 have been prepared on a ''going concern'' basis.

DIRECTORS

In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors shall not be included in the total number of directors of the Company. Accordingly, Shri Harsh V. Lodha, Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. .

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Bachh Raj Nahar was appointed as an Additional Director w.e.f. 19th May, 2014 and he shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Bachh Raj Nahar for appointment as a Director of the Company, liable to retire by rotation.

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors are required to inform their status as to ''Independent Director'' (ID) in the first meeting of the Board of Directors in which they participate and thereafter at the first meeting of the Board in every financial year. Accordingly four of the Directors of your Company viz. (i) Shri S.S. Kothari, (ii) Shri S.C. Jain, (iii) Dr. S.R. Jain and (iv) Shri Dinesh Chanda have declared their adherence to the criteria fixed under Section 149(6) for ''Independent Directors''. The Board of Directors of the Company at its meeting held on 19th May, 2014 perused their declarations and other requirements under the Companies Act, 2013 and the Rules made thereunder, as applicable, and found all of them to be meeting with criteria for Independent Director and same were taken on record. The relevant provisions of the Companies Act, 2013 also provide that the IDs shall be appointed as such within a period of 12 months from 1st April, 2014. Your Board has deemed it prudent and recommended to the Shareholders their appointment as IDs for a period of upto 5 years with effect from 1st April, 2014 at the ensuing Annual General Meeting. All IDs shall not be liable to retire by rotation. None of the above mentioned persons is disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Details of Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement with Stock Exchanges are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

Shri J.C. Sharma, a Director of the Company has left for his heavenly abode on 31st January, 2014. The Board gratefully places on record its deep sense of appreciation for the services rendered by Shri J.C. Sharma during his tenure as Director of the Company.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants (Registration No.109208W), were appointed as Statutory Auditors to hold office until the conclusion of the ensuing Annual General Meeting of the Company. Section 139 read together with other provisions of Chapter X of the Companies Act, 2013 and the Rules made thereunder, inter alia, provide that no listed company shall appoint/re-appoint an audit firm as auditor for more than two terms of five consecutive years. In other words, the Company can make appointment of auditor for five years at a time. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last two consecutive years, the Board of Directors unanimously agreeing to the recommendation of the Audit Committee, further recommends re-appointment of M/s V.Sankar Aiyar & Co. as Statutory Auditors of the Company for further period of upto three financial year starting from 1st April, 2014 to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next third Annual General Meeting of the Company subject to ratification by shareholders in the subsequent Annual General Meetings.

The Board of Directors has appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables and capacitors and fixed their remuneration based on the recommendation of the Audit Committee. The remuneration payable to Cost Auditors is subject to ratification by the shareholders in the ensuing Annual General Meeting of the Company.

The due date and actual date of filing of the Cost Audit Report of the Company for the financial year 2012-13 were 27.09.2013 and 02.09.2013 respectively.

AUDITORS'' REPORT

Notes on Financial Statements referred to in the Auditors'' Report are self explanatory, therefore, do not call for any further comments or explanations.

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company & Furukawa Electric Co., Ltd., Japan, has recorded considerable growth in its operations notwithstanding the fact that it is just a five years old Company. The operations of BFL are rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through its state-of-the-art manufacturing processes and facility. The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Accordingly, the capacity expansion project undertaken by BFL in phased manner keeping pace with the growth in demand for optical fibre in domestic market, is progressing as per Schedule and production after completion of first phase has started in April, 2014.

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture co-promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden having made a positive turnaround last fiscal has posted encouraging financial performance during the year under review.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plant and facilities.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure ''A'' which is attached hereto and forms a part of the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made thereunder, the concerned particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''B'' which is attached hereto and forms a part of the Directors'' Report.

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, suppliers, esteemed customers and other business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s employees at all level in a most challenging and difficult business environment.

Yours faithfully, Harsh V. Lodha Chairman S.R. Jain S.S. Kothari S. C. Jain Directors Dinesh Chanda B.R. Nahar D.R. Bansal Chief Mentor & Executive Director

New Delhi, 19th May, 2014

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Mar 31, 2013

TO THE SHAREHOLDERS

The Directors have pleasure in presenting their Annual Report, together with the Audited Financial Statements of the Company for the year ended 31st March, 2013.

FINANCIAL MATTERS

Amount (Rs. in lacs) Description Year Ended Year Ended 31st March, 2013 31st March, 2012

Gross Income 69290.58 68161.81

Profit before Interest, Depreciation and Tax 3350.36 1775.12

Finance Cost 2568.64 2397.26

Profit/(Loss) before Depreciation and Tax 781.72 (622.14)

Depreciation and Amortization 1476.88 1481.01

Earlier Year Taxes 1.20 34.16

Deferred Tax (Credit) (234.09) 1243.99 (744.30) 770.87

(Loss) for the year (462.27) (1393.01)

Surplus brought forward from previous year 4907.18 6300.19

Surplus carried to Balance Sheet 4444.91 4907.18

In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite stiff competition during the year under review, your Company has been able to register slightly higher gross revenue at Rs. 692.91 crores as compared to Rs. 681.62 crores for the previous fiscal.

In terms of EBIDTA also, the Company witnessed significant improvement at Rs. 33.50 crores as compared to Rs. 17.75 crores for the previous year.

Although the increase in overall revenue, has helped the Company to contain its net loss at Rs. 4.62 crores as against Rs. 13.93 crores for the year 2011-12, intense competition leading to compromise in margins, longer working capital cycle due to financial strife faced by the ultimate customers in the power sector, higher finance costs on account of liquidity crunch and elevated input prices have hindered resilience of the Company to overcome its subdued performance in the previous fiscal.

The power sector which is inextricably intertwined with the country''s economic development still remains a weak spot. Despite major reforms in place, the power sector, being plagued with multifaceted problems such as fuel scarcity, shortage of equipments, infrastructural constraints, etc. has been perennially lagging behind its target, thereby exposing the economic development to a major risk. The hydrocarbon fuel linkage for the power plants, which is the mainstay for conventional power, is in a diabolic state. Even the nuclear energy remains shrouded with uncertainties. In this sector, the Industry does not see any cataclysmic change in the immediate future. There is an air of uncertainty of the industry either re-entering into recession or enduring a prolonged period of low demand growth.

Though the economy is on low ebb, there is a silver lining of a good potential that imminently lies ahead for meeting the rising per capita energy demand which gives the industry a redeeming hope of a sustainable demand spiral. Economic recession is no stranger to the Company, it has passed through cyclical phases of low demand where the Company has shown indefatigable spirit, resilience and unending zest to emerge as a strong player.

The Company in its quest for future products deserves the credit for developing 400kV cable, the highest achieved level in the world for underground cables, which has a promising future for power sub-transmission networks. This achievement is the first of its kind by an Indian manufacturer. This development inarguably pitchforks the Company into the top echelon of global players.

The Company''s Capacitor Division is also progressing well and growing by developing new products for better value addition.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by the Chief Mentor & Executive Director confirming compliance by all the Board members and Senior Management Personnel with Company''s Code of Conduct and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached hereto and forms part of this Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2012-13 and of the loss for the year ended 31st March, 2013;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the attached Annual Accounts for the year ended 31st March, 2013 have been prepared on a ''going concern'' basis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

DIRECTORS

The Board of Directors of the Company at its meeting held on 3rd May, 2012 had appointed Shri D.R. Bansal as the Chief Mentor & Executive Director of the Company for a period of 3 (Three) years with effect from 5th May, 2012 to 4th May, 2015 for which requisite approvals including from shareholders of the Company vide a Special Resolution passed at the Annual General Meeting held on 28th June, 2012 and the Central government have been obtained.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Harsh V. Lodha and Shri Dinesh Chanda, the Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. Details about Directors seeking re-appointment are given in the Notice of the ensuing Annual General Meeting which is being sent to the Shareholders along with the Annual Report.

Shri S.N. Prasad, a Director of the Company has left for his heavenly abode on 13th December, 2012.

Shri S.K. Daga acted as Alternate Director to Shri S.N. Prasad till 13th December, 2012, when he vacated the office of the Alternate Director upon the sad demise of Shri S.N. Prasad.

Shri S.P. Tamrakar acted as Alternate Director to Shri Dinesh Chanda, till he vacated the office under section 313(2) of the Companies Act, 1956 with effect from 31st October, 2012.

AUDITORS

Messrs V. Sankar Aiyar & Co., Chartered Accountants, retire as Auditors of the Company and being eligible offer themselves for re-appointment for the financial year 2013-2014.

Messrs Satish Dhume & Co., Chartered Accountants, Panaji, Goa the retiring branch auditors at the ensuing Annual General Meeting have given an intimation in writing expressing their inability to be re-appointed as branch auditors for the Company''s Goa Unit. Your Directors recommend that Messrs V. Sankar Aiyar & Co., Chartered Accountants who are being re-appointed as Statutory Auditors of the Company, at the ensuing Annual General Meeting of the Company, be also entrusted with the responsibility of audit of the Company''s Goa Unit for the financial year 2013-2014.

Your Company has appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables and capacitors. The due date and actual date of filing of the cost audit report of the Company for the financial year 2011-12 are 31.01.2013 and 15.01.2013, respectively.

AUDITORS''S REPORT

Notes to Financial Statements are self explanatory including with respect to Emphasis of Matter paragraph drawn by the Auditors in their report and therefore, do not call for any further comments or explanations.

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company and Furukawa Electric Co., Ltd., Japan, is rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through state-of-the-art manufacturing processes and facility.

The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Pricing pressures however, continue to pose challenges to the Optical Fibre Industry.

BFL has recorded considerable growth in its operations notwithstanding that it is just a three years old Company.

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown significant improvement in the financial performance during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plant and facilities.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure ''A'' which is attached hereto and forms a part of the Directors'' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made thereunder, the concerned particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure ''B'' which is attached hereto and forms a part of the Directors'' Report.

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, suppliers, esteemed customers and other business associates.

Yours faithfully,

Harsh V. Lodha Chairman

S.R. Jain

S.S. Kothari

S. C. Jain Directors

J.C. Sharma

Dinesh Chanda

D.R. Bansal Chief Mentor & Executive Director

New Delhi, 21st May, 2013

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Mar 31, 2012

The Directors have pleasure in presenting their Annual Report, together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL MATTERS

Description Amount (Rs. in lacs)

Year Ended Year Ended 31st March, 2012 31st March, 2011

Gross Income 68162.63 59132.76

Profit before Interest, Depreciation and Tax 1775.12 5434.62

Finance Cost 2397.26 1095.85

Profit/(Loss) before Depreciation and Tax (622.14) 4338.77

Depreciation and Amortisation 1481.01 1656.83

Current Income Tax - 810.00

Earlier Year Taxes 34.16 -

Deferred Tax Charge/(Credit) (744.30) 770.87 92.03 2558.86

Net Profit/(Loss) (1393.01) 1779.91

Surplus brought forward from previous year 6300.19 5305.71

Total amount available for appropriation 4907.18 7085.62

Appropriation

Proposed Dividend - 462.61

Corporate Dividend Tax - 72.82

Transfer to General Reserve - - 250.00 785.43

Surplus carried to Balance Sheet 4907.18 6300.19

In view of the loss, your Directors regret their inability to recommend any dividend for the year under consideration.

GENERAL & CORPORATE MATTERS

Despite there being higher gross revenue at Rs. 681.63 crores as compared to Rs. 591.33 crores for the previous fiscal, the Company has suffered a Net Loss of Rs. 13.93 crores during the year under review.

The profitability of the Company has been adversely impacted mainly due to unprecedented sharp weakening of Indian rupee vis-a-vis US$ and other foreign currencies, volatile and elevated input prices and soaring interest rates.

The Company has in a bid to de-risk revenues and profitability, planned a shift in the business model from supply contracts to total turnkey solutions which alongwith the measures taken to re-inforce the EPC wing have helped the Company to contain the deficit for the year to some extent.

Historically, the cable industry has been exposed to repeated cyclical downturns. The Company has in the past came out of these cycles stronger which testify its resilience. The Company hopes that the environment in the power sector improves so that it can benefit from it.

Power is the key to economic growth. Unquestionably, the growth plan of the power sector is irreversible. The Government is pursuing formidable strategic development plans and dynamic policy reforms on fast track, which is imperative to achieve its obligation for "Power For All" which is an integral part of the Nation's aspiration for "India Vision 2020" to transform India to a developed Nation. This instills confidence in the entire cross-section of engineering industries to expect a robust & sustained growth in demand for the next couple of decades. The electrical industry including cables & capacitors will be one of the greatest benefactors of the proposed power sector investments. The private infrastructure companies are also expected to play a major role in the growth and development of the economy and therefore growth of the cable industry will also be linked to their performance in future.

The Company's Capacitor Division is also progressing well and growing by developing new products for better value addition.

As a long-term strategy, the Company has been pursuing technological advancement at par with the major international players. The Company is proud of its excellent technology and quality of its power cables up to 400 kV. The Company is the only cable manufacturer in India having an in-house Testing Laboratory which has earned the prestigious NABL accreditation.

Apart from the above, by continuously upgrading and modernizing the production facilities with a special focus on reduction in the cost of production by initiating and implementing various measures in all the areas, your Company will be in an advantageous position to become a competitive player in a market driven by high cost of production and cutthroat competition.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by Chief Executive Officer (CEO) confirming compliance by all the Board members and Senior Management Personnel with Company's Code of Conduct and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2011-12 and of the loss for the year ended 31st March, 2012;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the attached Annual Statement of Accounts for the year ended 31st March, 2012 have been prepared on a 'going concern' basis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company's plant and facilities.

DIRECTORS

Shri S.N. Prasad, Dr. S.R. Jain and Shri J.C. Sharma retire by rotation and, being eligible, offer themselves for re-appointment.

At the Board Meeting held on 3rd May, 2012, Shri D.R. Bansal was appointed as an Additional Director with effect from 5th May, 2012 from which date he shall also assume responsibilities as Chief Mentor & Executive Director subject to requisite approvals including from members vide a special resolution to be passed at the ensuing Annual General Meeting of the Company.

Details about the Directors seeking appointment/re-appointment are given in the Notice of the ensuing Annual General Meeting which is being sent to the shareholders along with the Annual Report.

AUDITORS

Messrs S.R. Batliboi & Co., Chartered Accountants, retire as Auditors at the ensuing Annual General Meeting and have given an intimation in writing expressing their inability to be re-appointed as Statutory Auditors of the Company. Your Directors recommend the appointment of Messrs V. Sankar Aiyar & Co., Chartered Accountants, who being eligible, have expressed their willingness to be appointed as Statutory Auditors of the Company.

Messrs Satish Dhume & Co., Chartered Accountants, Panaji, Goa retire as Branch Auditors of the Company and being eligible, offer themselves for re-appointment as Branch Auditors of the Company to audit the accounts in respect of the Goa Unit for the financial year 2012-2013.

Messrs D. Sabyasachi & Co., Cost Accountants, have been re-appointed as Cost Auditors on 3rd May, 2012 for the financial year 2012-2013.

JOINT VENTURE

Birla Furukawa Fibre Optics Limited (BFL), a joint venture between the Company & Furukawa Electric Co., Ltd., Japan, is rapidly gaining momentum to capitalize on the emerging business opportunities in the optical fibre market with the underlying objective of providing world class products to the customers through state-of-the-art manufacturing processes and facility.

The telecom market in India is opening up exciting possibilities with the imminent launch of 4G networks, bringing India at the same level as some of the first countries in the world to embark commercially on this ground breaking technology. Pricing pressures however, continue to pose challenges to the Optical Fibre Industry.

The financial performance of BFL is satisfactory considering the fact that it is just a two year old Company.

In view of depressed market conditions, Birla Ericsson Optical Limited, a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown a down turn in financial performance during the year under review.

PARTICULARS OF EMPLOYEES

None of the employee of the Company qualifies for disclosure pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made thereunder, the concerned particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which is attached hereto and forms a part of the Directors' Report.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Shareholders, all employees of the Company, Customers, Suppliers, Collaborators and Bankers for their continued support. Yours faithfully,

Harsh V. Lodha Chairman

S. R. Jain

S. S. Kothari

S. C. Jain Directors

J. C. Sharma

Dinesh Chanda

New Delhi, 3rd May, 2012

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Mar 31, 2011

The Directors have the pleasure of presenting their Annual Report, together with the Audited Annual Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL MATTERS

Description Amount (Rs. in lacs)

Year Ended Year Ended 31st March, 2011 31st March, 2010

Gross Income 58952.76 54896.08

Profit before Interest, Depreciation and Tax 5057.70 6605.65

Interest 718.93 786.17

Profit before Depreciation and Tax 4338.77 5819.48

Depreciation and Amortisation 1656.83 1687.43

Current Income Tax 810.00 1180.00

Deferred Tax Charge 92.03 242.54

Fringe Benefit Tax Credit for earlier years – 2558.86 (4.68) 3105.29

Net Profit 1779.91 2714.19

Surplus brought forward from previous year 5305.71 3568.05

Total amount available for appropriation 7085.62 6282.24

Appropriation

Proposed Dividend 462.61 578.26

Corporate Dividend Tax 72.82* 98.27

Transfer to General Reserve 250.00 785.43 300.00 976.53

Surplus carried to Balance Sheet 6300.19 5305.71

*Net of Rs. 2.23 lacs being excess provision written back for the previous year.

DIVIDEND

Your Directors are pleased to recommend for your consideration a dividend of Rs. 2/- per share (i.e. 20%) on 23130254 Equity Shares of Rs. 10/- each for the year ended 31st March, 2011.

GENERAL & CORPORATE MATTERS

The Company showed a 9% increase in Turnover from Rs. 527.61 crores in the previous year to Rs. 574.98 crores in the financial year 2010-2011.

The Company has further strengthened its position in the Extra High Voltage (EHV) Cable segment by installing the Second VCV Line in the same tower with technology from Furukawa Electric Co., Ltd.

The Company has also successfully completed the rigorous one-year long duration pre-qualification test on 200 kV Cable system at an International Laboratory, certified by world renowned KEMA, Netherland. This gives the Company a firm marketing ground and the status of being the only Company in India to achieve this feat.

Having enhanced its market share for EHV Cables upto 220 kV, the Company is preparing grounds for venturing into the 400 kV segment.

In line with the shift in the business model from supply contracts to total turnkey solutions, the Company has shored up its resources and taken measures to re-inforce its construction wing by mechanizing some process and on-site training of jointers.

The Company has once again won the EEPCINDIA Coveted Star Performer Silver Shield award in succession for the year 2008-2009 which has been announced during the year.

The Company has progressed well on the Capacitors front by developing new products for better value addition and has also increased the installed capacity by adding balancing equipments.

Pursuant to the Joint Venture Agreement with Furukawa Electric Co., Ltd., Japan, the Company has transferred/sold certain specified assets related to the manufacturing operations of Optical Fibre during the year. Consequently, the manufacturing of Optical Fibre was discontinued in the month of November, 2010.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by 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.

RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that :

- in the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2010-11 and of the profit for the year ended 31st March, 2011;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- the attached Annual Statement of Accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

DIRECTORS

Shri Harsh V Lodha, Shri S.S. Kothari and Shri S.C. Jain retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

M/s S. R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment for the financial year 2011-2012.

M/s Satish Dhume & Co., Chartered Accountants, Panaji, Goa retire as Branch Auditors of the Company and being eligible, offer themselves for re-appointment as Branch Auditors of the Company to audit the accounts in respect of Optic Fibre Goa Unit for the financial year 2011-2012.

M/s D. Sabyasachi & Co., Cost Accountants, have been re-appointed as Cost Auditors on 14th May, 2011 for the financial year 2011-2012.

JOINT VENTURE

Since the market conditions are not very much favourable, the performance of Birla Ericsson Optical Limited, a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden was adversely affected during the year under review.

The performance of Birla Furukawa Fibre Optics Ltd., another venture promoted by your Company in association with Furukawa Electric Co., Ltd., Japan for its first year of operations has been satisfactory.

PARTICULARS OF EMPLOYEES

None of the employee of the Company qualifies for disclosure pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made thereunder, the concerned particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure which is attached hereto and forms a part of the Directors Report.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Shareholders, all employees of the Company, customers, suppliers, collaborators and bankers for their continued support.

Yours faithfully,

Harsh V. Lodha Chairman

S.R. Jain }

S.S. Kothari }

S.C. Jain } Directors

J.C. Sharma }

Dinesh Chanda }

New Delhi, 14th May, 2011

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Mar 31, 2010

The Directors have the pleasure of presenting their Annual Report, together with the Audited Annual Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL MATTERS

Year Ended

31st March, 2010 31st March, 2009

Rupees Rupees Rupees Rupees in lacs in lacs in lacs in lacs

Gross Income 54826.63 64852.48

Profit before Interest, Depreciation and Tax 6605.65 4796.98

Interest 786.17 2023.15

Profit before Depreciation and Tax 5819.48 2773.83

Depreciation and Amortisation 1687.43 1648.47

Current Income Tax 1180.00 365.00

Income Tax for earlier years (Net) - 98.26

Deferred Tax Charge 242.54 30.19

Deferred Tax Credit for earlier years - (104.69)

Fringe Benefit Tax for current year - 36.55

Fringe Benefit Tax Credit for earlier years (4.68) 3105.29 - 2073.78

Net Profit 2714.19 700.05

Surplus brought forward from previous year 3568.05 3288.61

Total amount available for appropriation 6282.24 3988.66

Appropriation

Proposed Dividend 578.26 231.30

Corporate Dividend Tax 98.27 39.31

Transfer to General Reserve 300.00 976.53 150.00 420.61

Surplus carried to Balance Sheet 5305.71 3568.05

DIVIDEND

Your Directors are pleased to recommend for your consideration a dividend of Rs. 2.50 per share {i.e. 25%) on 23130254 Equity Shares of Rs. 10/- each for the year ended 31 st March, 2010.

GENERAL & CORPORATE MATTERS

The Company has created yet another milestone by achieving the highest ever Net Profit of Rs. 27.14 Crores with an impressive growth of about 288%.

The true hallmark of the Companys impressive performance is attributed to its sharp focus on the bottom-line improvement by re-formatting its business portfolio with major thrust on high-end products and turnkey projects.

This has been a watershed year for the Company in the 220 kV Cables segment with commendable execution figures in just second year of commercialization. Looking into the success in the Extra High Voltage (EHV) Cable market, the Company is expanding its capacity and range by installing the 2nd VCV line with technology transfer from Fumkawa Electric Co. Ltd., Japan. This is slated for commissioning in September, 2010.

The long duration Pre-qualification (PQ) Test on 220 kV EHV Cables manufactured by the Company is currently undergoing at an overseas laboratory.

The Company has been imparting rigorous on site and off site training to its employees for laying, installation and commissioning jobs of 220 kV cables to have an edge over the competitors by developing these capabilities in-house in a cost effective manner to provide end-to-end solutions.

The Company has, during the year, been accredited to SA 8000:2008, an International Standard which aims to promote continuous improvement for work place condition and ensures the ethical sourcing for production of goods and services thereby testifying the Companys commitment to global best industrial practices.

The Company has made noteworthy progress by being elevated to "Star Export House" category. The Company has also won the EEPCINDIA (formerly Engineering Export Promotion Council) coveted Star Performer Silver Shield award for 2007-08 in the category of Medium Enterprises - Miscellaneous engineering goods which has been announced during the year.

The Optic Fibre Goa Unit of the Company has, during the year, been awarded with a Certificate of Merit by ELCINA-DUN and BRADSTREETfor outstanding achievement in export of Optical Fibres in the Large Scale Sector.

The Company has recently partnered with Innovites B.V, a software development Company of Netherlands to implement CableBuilder, the popular cable design software of Cimteq Ltd. The implementation of CableBuilder will seamlessly integrate designing, costing and quoting process of the Company, thereby giving it the cutting edge capabilities.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement(s) with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Certificate by 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.

RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them, state that:

? in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed;

? the Company has selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2009-10 and of the profit for the year ended 31 st March, 2010;

? proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

? the attached Annual Statement of Accounts for the year ended 31st March, 2010 have been prepared on a going concernbasis.

INDUSTRIAL RELATIONS & SAFETY

Industrial relations remained by and large cordial during the year.

DIRECTORS

Shri S. N. Prasad, Shri J. C. Sharma and Shri Dinesh Chanda retire by rotation and, being eligible, offer themselves for re-appointment.

AUDITORS

M/sS. R. Batliboi & Co., Chartered Accountants, retire as Auditors of the Company and being eligible, offer themselves for re-appointment for the financial year 2010-11.

M/s Satish Dhume & Co., Chartered Accountants, Panaji, Goa retire as Branch Auditors of the Company and being eligible, offer themselves for re-appointment as Branch Auditors of the Company to audit the accounts in respect of Optic Fibre Goa Unit for the financial year 2010-11.

M/s D. Sabyasachi & Co., Cost Accountants, have been re-appointed as Cost Auditors on 11th May, 2010 for the financial year 2010-11.

JOINT VENTURE

While the market conditions are not very much favourable, Birla Ericsson Optical Limited, a venture promoted by your Company in association with Vindhya Telelinks Limited and Ericsson Cables AB, Sweden has shown satisfactory performance during the year under review.

Following the alliance with Japanese major Furukawa Electric Co. Ltd., the Company has incorporated a new Joint Venture Company viz. Birla Furukawa Fibre Optics Limited in the State of Goa to deal in optical fibre and allied businesses. The Joint Venture Company is yet to commence commercial production.

PARTICULARS OF EMPLOYEES

As required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, particulars of the employee concerned are given in Annexure A which is attached hereto and forms a part of the Directors Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made thereunder, the concerned particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure B which is attached hereto and forms a part of the Directors Report.

ACKNOWLEDGEMENT

The Board of Directors would like to thank the Shareholders, all Employees of the Company, Customers, Suppliers and the Bankersfortheircontinued support.

Yours faithfully,

H.V. Lodha Chairman S.R. Jain S.S. Kothari

S.C. Jain Directors

J.C. Sharma

Dinesh Chanda

New Delhi, 11th May, 2010