Directors Report of Vindhya Telelinks Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the Forty Second (42^nd) Annual Report together with the Audited Financial Statements
of your Company for the Financial Year ended March 31,2025.

SUMMARY OF FINANCIAL RESULTS ('' in lakhs)

Description	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	405383.41	408837.15	405440.17	408652.93
Other Income	1858.71	2173.62	1858.25	2361.62
Earnings before Finance Costs, Depreciation and Tax	27716.70	31837.54	39488.21	48893.42
Finance Costs	10178.08	8804.12	10181.53	8804.12
Profit before Depreciation and Tax	17538.62	23033.42	29306.68	40089.30
Depreciation and Amortization	2342.74	2417.33	2342.74	2417.33
Profit before Tax	15195.88	20616.09	26963.94	37671.97
Tax Expenses	3648.28	5110.54	6679.62	9403.16
Net Profit for the year	11547.60	15505.55	20284.32	28268.81

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

Your Company continues to operate in two business segments i.e. Cable and Engineering Procurement and Construction (EPC).
Your Company is fully equipped with state-of-the-art facilities for telecom and other cables with widest range and best in class
products conforming to customised specifications for meeting the emerging demand from various end users in domestic and global
market places. There has been no material change in the nature of business of the Company during the financial year ended
March 31,2025.

GENERAL & CORPORATE MATTERS

During the year under review, your Company achieved standalone Revenue from Operations of '' 405383.41 lakhs as compared
to '' 408837.15 lakhs in the previous year indicating marginal decline year-on-year basis.

The EPC business segment registered a modest decline of 6.21% in Revenue from Operations, primarily due to reduced revenue
from operations from the Uttar Pradesh-Jal Jeevan Mission (JJM) project, owing to a slowdown in government capital expenditure,
whereas Cable business segment has reflected a strong increase of around 33.05% in Revenue from Operations due to continued
momentum in Specialty and Solar PV Cables.

The standalone Profit before Depreciation and Tax for the year stood at '' 17538.62 lakhs (comprising of Cable business segment
'' 5367.97 lakhs and that of EPC business segment '' 12170.65 lakhs) as compared to '' 23033.42 lakhs in the corresponding
previous year (comprising of Cable business segment '' 4172.80 lakhs and that of EPC business segment '' 18860.62 lakhs)
registering a decline of 23.86% year on year basis largely due to under-absorption of fixed costs of EPC business segment viz;
Salary & Overheads and interest cost on increased working capital deployment predominantly due to slowdown in government
expenditure in JJM and some Power projects. The detailed operational working of your Company for the year is provided in the
Management Discussion and Analysis forming a part of this Report.

The Company achieved an export revenue of '' 4262.79 lakhs during the year under review as compared to '' 6209.49 lakhs in the
previous year registering a fall of about 31.35% due to weak global demand of Optical Fibre Cable.

Cable Business Segment:

The overall demand for optical fibre cables during the year under review has been subdued and was divergent across different
geographies. As per available reports, the global optical fibre cable consumption recorded decline in eight consecutive quarters
during the calendar year(s) 2023 and 2024 and registered a modest increase of 0.80% Y/Y growth during the first quarter of
calendar year 2025. China, which accounts for over 41% of global optical fibre cable demand, continued to experience contraction
in optical fibre cable consumption that began in early 2023 as it approaches saturation and overbuilding for FTTH. This trend in the
world’s biggest market continues to exert downward pressure on overall global demand growth. However, the demand for optical
fibre cables in USA continues to remain strong with BEAD project and hyperscale data centres. The optical fibre cable demand in

India, a key regional market in APAC excluding China, posted slower than expected demand growth during calendar year 2024
which considerably tempered the region’s overall demand growth. The slow progress of the BharatNet Phase III project and
sluggish procurement activity by private telecom carriers are the key factors behind tepid demand growth in the country. The Indian
private telecom operators continued with slower procurement of optical fibre cables in both i.e. backhaul network expansion and
FTTH coverage during the year under review. As of December, 2024, India’s telecommunication infrastructure comprised over
0.80 million towers and nearly 2.95 million base stations (BTS) across all carriers. However, the pace of 5G infrastructure rollout in
recent past has moderated following rapid initial deployment during calendar year(s) 2022 and 2023. Further, various government
driven tenders from BSNL, Indian Railways, and state utilities are currently in various stages of bidding or in the process of
issuance of orders during the current calendar year of 2025 and early 2026. Additionally, the exports of optical fibre cables from
India to Europe also got disrupted during the year under review due to imposition of anti-dumping duty and anti-subsidy duty by the
European Commission on Indian origin optical fibre cables resulting in lower volume of business as compared to previous year.

Looking ahead, the much delayed, Government of India driven BharatNet Phase III project at last has seen the light with the
placement of orders for some of the packages and it is expected to start in the current financial year. Additionally, the building of
vast optical fibre networks across several major cities by the big tech companies just for themselves to ensure seamless connectivity
to their digital services is expected to support demand for quality and technology driven optical fibre cables which bodes well for
the Company. However, the price pressures in optical fibre cables business continue to persist owing to intense competition
coupled with very low price levels of key raw materials like bare optical fibre and excess capacity of optical fibre cables amid very
low demand. Overall, the optical fibre cable requirements are expected to gradually pick up from early 2026 onwards and may
witness growth curve owing to envisaged growth in 5G network expansion, fibre densification, AI and edge capabilities, government
sponsored broadband connectivity projects and data center expansion across the globe. The global trend for spending is also
shifting from raw coverage to performance, automation and revenue enablement, AI native networks, service orchestration, open
RAN deployment and vertical specific fibre solution which are likely to dominate the next phase of growth in demand for optical
fibre cables.

As per the Union Budget 2025, the allocation for Railways in the financial year of 2025-26 stands at '' 3.02 lakh Crores as
compared to '' 2.52 lakh Crores in 2024-25, with a focus on meeting the needs of the expanding population including huge network
expansion. The substantial allocation of budgetary resources for Railways may continue the growth momentum in demand for
Railway Signaling Cables, Quad Cables, Rolling Stock Cables along with some of the specialty overhead conductors, indicating
sustained growth in Company’s revenue in the years to come.

India aims to achieve a Solar Energy capacity of 280 GW by the year 2030 and it is fully gearing up for the installation of large-scale
Solar Energy generation projects with the estimated annual addition of around 45 GW. Being a founder country of International
Solar Alliance (ISA), India is spearheading the efforts in the development of Solar Energy from the overall renewable energy
basket target of 500 GW by 2030. The recent report by Deloitte India titled “The Climate Response” highlights that India will need
an investment of around $ 200-250 billion to add 300 GW of renewable energy capacity by 2030 to bridge the gap between its
current capacity and announced target of 500 GW renewable energy capacity. In tandem with the global shift towards sustainable
energy, the demand for wires and cables in the renewable sector has also experienced noteworthy growth. The demand for high
quality solar PV cable manufactured through E-Beam Irradiation Technology in India is propelled by factors including growing
embrace of renewable energy, government initiatives and subsidies for solar projects and an escalating awareness regarding the
advantage of clean energy. The E-Beam irradiation technology leads to the enhancement of thermal, mechanical and chemical
resistant properties in cables resulting in reduced thickness, higher temperature resistance and increased current carrying capacity
thereby increasing the cable’s life span. After the addition of second Electron Beam Irradiation line during the financial year 2023¬
24, the Company is further expanding its production capacity with upcoming third E-Beam Irradiation line which is likely to be
operational by first quarter of fiscal year 2026-27. The state-of-the-art facility of the Company is equipped to produce cables for
variety of applications eg. Solar renewable energy, Railways, Storage Battery, automotive cables & harnesses and ship-wiring and
other specialty applications, etc. Alongside gradual capacity expansion, the Company is also taking calibrated action of diversifying
into specialty cable segments like ESP (Electrical Submersible Cables) and Co-axial Cables and also investing in improving
operational efficiencies to remain cost competitive.

EPC Business Segment:

The financial year under review posed a dynamic operating environment, marked by fluctuating capital expenditure trends and
macroeconomic uncertainties. Despite a temporary deceleration in government spending under the Jal Jeevan Mission (JJM),
which impacted working capital availability and near-term profitability, your Company’s EPC segment maintained a satisfactory
performance. Strategic execution and robust order inflows, particularly in the power distribution vertical, helped offset challenges
and reinforced the Company’s resilience.

India’s infrastructure sector is on a path of transformational growth, catalyzed by substantial public investments and a clear focus
on connectivity, digital transformation, and sustainability. The Union Budget 2025-26 reaffirms this trajectory, with increased
outlays directed at water supply, railways, power transmission & distribution, urban infrastructure, and renewable energy. Your
Company is well-positioned to capitalize on these tailwinds.

Encouragingly, with a higher budgetary allocation for the Jal Jeevan Mission in FY 2025-26, your Company remains confident in
its ability to meet project delivery schedules. In addition to expansion of Infrastructure, government is also focusing on improving
the quality of infrastructure and ensuring sustainable operation and maintenance (O&M) of rural piped water schemes. In alignment
with this national vision, the Company secured significant contracts for the revamp and O&M of rural water supply schemes in Uttar
Pradesh, further strengthening its presence in this core infrastructure segment.

The power distribution sector also presents considerable opportunity under the Revamped Distribution Sector Scheme (RDSS),
which aims to enhance supply reliability, reduce aggregate technical & commercial losses, and modernize infrastructure. The
Company’s growing order book under RDSS, including marquee projects in Tamil Nadu and Kerala, is a testament to its execution
capabilities. Additionally, the award of a 40 MW solar EPC project by South Eastern Coalfields Limited marks a strategic foray into
renewable energy, opening new avenues of growth with public sector clients.

The Company is also making a holistic review for transformation of its large IP-1 passive infrastructure network spread across 23
states in India by reinventing the business model to sell solutions beyond providing connectivity which may generate sustained
revenue from the network in future.

Over nearly two decades, your Company has demonstrated robust project execution, customer-centricity, and operational excellence
across Power, Water, Telecom, and Irrigation verticals. As the government continues its infrastructure push, particularly in rural
connectivity, sanitation, and smart cities, your Company remains focused on strengthening its presence in these high-impact
areas. The Company is also constantly engaged in expanding its range of services to ensure a holistic variety of solutions in
relevant infrastructure sectors.

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), 2015, as amended from time to time
(“Listing Regulations”), is provided in the Management Discussion and Analysis Report, which forms a part of the Annual Report.

FOREIGN TECHNICAL COLLABORATION

The Radox® Technology Cooperation Agreement between the Company and HUBER SUHNER AG, Switzerland (“H S”) for
manufacturing license/knowhow of Rolling Stock Cables for Railway and allied sector has been renewed for a further period of
three (3) years effective from May 23, 2025.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure
aggregating to '' 1368.32 lakhs, consisting of additions to (a) Buildings of '' 54.53 lakhs; (b) Plant & Equipment of '' 995.23 lakhs;
and (c) Other Fixed Assets of '' 318.56 lakhs for further capacity augmentation.

DIVIDEND

After considering the Company’s profitability, the Board of Directors of your Company is pleased to recommend a Dividend of
'' 16.00 (previous year '' 15.00) per equity share of face value '' 10/- each i.e. 160% (previous year 150%) 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 the Members at the ensuing Annual General Meeting, would involve a cash outflow of '' 1896.14
Lakhs resulting in a payout of 16.42% of the standalone net profit of the Company for the financial year 2024-25. The dividend as
recommended by the Board of Directors, if approved by the members, would be paid to those members whose name appear in the
register of members/register of beneficial owners as per the data made available by the depositories as on the Record Date
mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

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.vtlrewa.com/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

The paid-up Equity Share Capital of the Company as at March 31,2025 stood at '' 1185.09 Lakhs. During the year under review,
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.

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.

Given the nature of EPC operation and its reliance on government spending, the business periodically requires working capital
infusion, which in turn leads to increased interest costs. Despite these challenges, your Company has maintained its focus on cash
flow optimisation and effective working capital management, resulting in prudent borrowing practices. This financial discipline is
reflected in the favourable credit rating assigned by an external credit 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 & 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 forms 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 2024-25 read with the Company’s CSR Policy. The CSR
activities as detailed in Note No. 45 of the financial statements have been carried out primarily 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 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 the 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 Corporate Social Responsibility
Policy of the Company is available on the website of the Company and can be accessed at weblink: https://www.vtlrawa.com/Policies/CSR.pdf.

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 (“Ind AS”) 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 31,2025 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 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 a 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 and prioritization of risks mechanism to mitigate 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 of EPC business segment. 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. Your Company’s approach to address business risks and compliance functions
is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating
and reporting mechanism of such risks. 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 are within acceptable limits. In addition, the policies and procedures have been designed with an intent to ensure safeguarding
of Company’s assets, prevention and detection of frauds and errors, accuracy in completeness of the accounting records and
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 business in the circumstances which may reasonably be foreseen. The Company has defined organisation
structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions. The
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 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 of 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 alongwith 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 AND SUSTAINABILITY

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 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 the prevailing challenging times in ensuring safe and reliable operations/project(s) execution throughout
the year. In the dynamic landscape of work, ongoing changes necessitate a re-evaluation of the value proposition. Your Directors,
therefore, believe that implementing creative structures for employees across all levels is essential, fostering innovation, growth,
and ultimately enhancing the Company’s competitive edge. Further, the Company is proactively reskilling and upskilling 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 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. The remuneration strategy is driven primarily by goals of aligning compensation
with productivity and performance, and competing for retaining talent and skills. The Company is also strategizing ways to retain
high performing and high potential employees with more alacrity then before.

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 and also at respective project sites to maintain high awareness levels. The
Company has stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement
and Construction (EPC) business segment with the emphasis on ensuring safety on all projects under execution. Your 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. 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.

The good and green philosophy is a cornerstone of the Company’s business strategy for protecting people, preserving the planet
and generating value for the shareholders. As the world faces significant environmental challenges, the Company has prioritised
sustainability to ensure long term resource availability, reduce environmental impact and enhance operational efficiency. As
sustainable practices are becoming part of the industrial development, the Company is committed to innovating its products in
order to better meet the demand of its customers, with a consistent focus on the environment and society. This, interalia, includes
using ecofriendly materials, reducing CO₂ emissions and improving energy efficiency in its plant and production processes. Alongside
transitioning to renewable energy, water conservation is another primary focus area of the Company wherein it has rainwater
harvesting, recycling systems and other efficient water usage practices in place.

Community development through effective CSR projects is a core value of M.P. Birla Group driven by the belief that the long-term
viability and ability to produce value are tied to measured contribution in the life of communities in which the Group’s facilities
operate. Long before the CSR regulations came into existence, the Group made it a priority and commitment to serve the society
and improve the quality of life for communities at large. In line with the Group’s philosophy, the Company has set unwavering
commitment to enhance the lives of marginalised communities near its plant and working locations through need based CSR
projects in the key areas of education, healthcare, skill development, livelihood intervention, water and sanitation, rural development
and environmental conservation.

The employees at all levels are deeply involved in driving sustainable operations in manufacturing facilities and also in and around
project sites through innovations and enabling community initiatives in health, hygiene, sanitation and waste management thereby
simultaneously fostering increased job satisfaction and motivation amongst employees.

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 which forms a part of the Annual Report.

RECOGNITION

Your Company’s manufacturing facilities continue to remain certified by independent and reputed external agencies as being
compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.3/
R5.7 H, Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as
per ISO 45001:2018, Business Continuity Management System as per ISO 22301:2019, Railway Quality Management System as
per ISO 22163:2023 and Information Security Management System as per ISO 27001:2022. During the year, the audits for these
Certifications established continuous improvement in performance against these standards.

Your directors are pleased to report that as an unwavering commitment to quality assurance, the Testing Laboratory of Company’s
OFC Unit has obtained a Certificate of Accreditation during the year under review in accordance with the standard ISO/iEc
17025:2017 from National Accreditation Board for Testing and Calibration Laboratories (NABL) for its facilities at Rewa (M.P.) in
the field of testing of optical fibre, optical fibre cables and optical fibre ribbon and the said accreditation is valid upto January 12,
2026.

DIRECTORS

During the year under review, Shri Dilip Ganesh Karnik (DIN: 00049895) ceased to be a Non-Executive Non-Independent Director
of the Company due to his resignation citing personal reasons with effect from May 9, 2024. Shri Pracheta Majumdar (DIN:
00179118) ceased to be a Non-Executive Non-Independent Director upon retirement by rotation at the conclusion of the Annual
General Meeting (AGM) held on August 2, 2024 as he did not seek re-appointment. Smt. Kiran Aggarwal (DIN: 06991807) ceased
to be a Non-Executive Independent Director of the Company upon completion of her tenure viz. second term of five (5) consecutive
years as such at the close of business hours on November 9, 2024. The Board of Directors places on record its deep sense of
appreciation for the valuable contributions and guidance provided by Shri Dilip Ganesh Karnik, Shri Pracheta Majumdar and Smt.
Kiran Aggarwal during their association as Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules framed thereunder and the Company’s
Articles of Association, Shri Dhan Raj Bansal (DIN: 00050612), Non-Executive Non-Independent Director is liable to retire by
rotation at the ensuing AGM of the Company. Although being eligible for re-appointment, he has expressed his unwillingness to be
re-appointed and has not offered himself for re-appointment. Accordingly, Shri Dhan Raj Bansal would cease to hold office as a
Director of the Company at the conclusion of the ensuing AGM of the Company. Considering the composition of Board being
adequate with diverse mix of experience, skills, expertise and acumen even after retirement of Dhan Raj Bansal, the Nomination
and Remuneration Committee as well as Board of Directors of the Company have decided that the vacancy so caused due to
retirement by rotation of Shri Dhan Raj Bansal be not filled up for the time being. The Board of Directors places on record its
earnest appreciation to the invaluable contributions and guidance extended by Shri Dhan Raj Bansal to the Board and the
Management of the Company during his long association with the Company and MP Birla Group.

Having regard to the qualifications, expertise, wide range of professional experience and long-term association of Shri Y.S. Lodha
(DIN: 00052861), Managing Director & CEO with the Company and considering the overall performance of the Company and its
growth during his tenure, the Nomination and Remuneration Committee as well as Board of Directors of the Company have
recommended to the members for the re-appointment and terms of remuneration of Shri Y.S. Lodha as the Managing Director and
CEO of the Company for further term of Five (5) consecutive years with effect from November 4, 2025 to November 3, 2030.

Based on the recommendations of the Nomination and Remuneration Committee, Smt. Srishti Lodha (DIN: 05320669) has been
appointed as an Additional Director designated as a Non-Executive Non-Independent Director on the Board of the Company, liable
to retire by rotation, with effect from May 22, 2025.

KEY MANAGERIAL PERSONNEL

As on the date of this Report, Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer (CFO) and
Shri Dinesh Kapoor, Company Secretary continue to be the Key Managerial Personnel’s (KMPs) of the Company as per Section(s)
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

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 submitted declarations confirming that they meet the criteria of independence 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 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 17, 2024, August 12, 2024, October 25, 2024 and February
10, 2025. The intervening gap between two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and
Listing Regulations. The details of meeting of the Board of Directors and its committees and the attendance of the Directors are
provided in the Report on Corporate Governance, which forms a part of the Annual Report. The Independent Directors of the
Company also held a separate meeting on March 25, 2025 without attendance of the Chairman, Managing Director, other Non¬
Independent Directors and members of the management, in compliance with the applicable provisions of the Listing Regulations.

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 made by 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 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 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 and 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 and that of its
Committees and individual Directors as per mechanism for such evaluation evolved by the Board, inter-alia, to assess the skill set
and contribution that are desired recognising that competencies and experiences evolves over time. The manner in which annual
evaluation has been carried out by the Board of Directors is provided in the Report on Corporate Governance which forms a part
of the 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 a part of the
Annual Report. The Remuneration Policy is uploaded on the website of the Company and can be accessed at weblink:
https://www.vtlrewa.com/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 are made and maintained by the Company.

AUDITORS

Messrs BGJC & Associates LLP, (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 37^th AGM till the conclusion of the 42^nd AGM of the
Company in terms of the provisions of Section 139 of the Companies Act, 2013 (‘the Act’) read with the Companies (Audit and
Auditors) Rules, 2014, as amended. Accordingly, Messrs BGJC & Associates LLP, Statutory Auditors of the Company shall retire
upon completion of their term of five years at the conclusion of ensuing AGM of the Company.

Pursuant to Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Board of Directors on the
recommendations of the Audit Committee has recommended to the members for appointment of Messrs V. Sankar Aiyar & Co.,
Chartered Accountants (Firm Registration No. 109208W and Peer Review No. 019304) as the Statutory Auditors of the Company
for a term of Five (5) consecutive years commencing from the conclusion of 42^nd AGM till the conclusion of the 47^th AGM of the
Company. Messrs V. Sankar Aiyar & Co., Chartered Accountants have consented to the said appointment, and confirmed that
their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that
they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section
141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

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 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, 2013 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 30, 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 were appointed to undertake
the Secretarial Audit of the Company for the financial 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 the 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 the
Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of Five (5) 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 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 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 the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year under review were generally on arms’
length basis and in the ordinary course of business and in accordance with the applicable provisions of the Companies Act, 2013
read with rules framed thereunder, the applicable provisions of the Listing Regulations and your Company’s Policy on Related
Party Transactions. 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. 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. Details of the related party transactions entered into by the Company are
provided in Note No. 41(a) 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 quarterly basis. Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has
submitted to the stock exchanges, disclosure 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’ (‘RPT Policy’) as approved by the Board of Directors is uploaded on the Company’s website and can be
accessed at weblink: https://www.vtlrewa.com/Policies/RPT.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

During the year under review, your Company has acquired 44,10,000 fully paid-up Equity Shares of face value of '' 10/- each held
by Visabeira Global, SGPS, SA (Portugal) representing 49.00% shareholding and 9,90,000 fully paid-up Equity Shares of face
value of '' 10/- each held by Birla Cable Limited representing 11.00% shareholding in Birla Visabeira Private Limited (BVPL) in
pursuance to Share Purchase Agreement(s) executed with Visabeira Global, SGPS, SA and Birla Cable Limited on March 27,
2025. Post-acquisition as aforesaid, the Company’s shareholding stand increased to 90,00,000 fully paid-up equity shares of face
value of '' 10/- each representing 100.00% of subscribed and paid-up equity share capital of BVPL thereby making it a wholly-

owned subsidiary of the Company. Accordingly, the Joint Venture Agreement dated June 3, 2015 between Vindhya Telelinks Ltd.
and Visabeira Global SGPS, SA, ceased to exist or be in force with effect from March 27, 2025.

Your Company has now four wholly owned unlisted subsidiaries namely August Agents Limited, Insilco Agents Limited, Laneseda
Agents Limited and Birla Visabeira Private Limited (now renamed as “VTL Digital Infrastructure Private Limited”). The Company
has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations
and the same is placed on Company’s website at the given weblink: https://www.vtlrewa.com/Policies/Material-Subsidiaries.pdf.
None of the subsidiary companies is a material unlisted subsidiary company as defined under the Listing Regulations.

Universal Cables Limited (UCL), Birla Corporation Limited (BCL) and Punjab Produce Holdings Limited (PPHL) are Associate
companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Indian
Accounting Standard (Ind AS)-28. During the financial year, UCL, BCL & PPHL has reported satisfactory operating and financial
performance.

A Statement containing the salient features of the financial statement, to the extent available, subsidiaries or associate companies
and a joint venture 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 are placed on Company’s website, https://www.vtlrewa.com.

A report on the performance of financial position of three associate companies and a wholly owned subsidiary 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. However, the information regarding Audited/Unaudited Financial Statements including Special Purpose Ind
AS Standalone Financial Statements of the three wholly owned unlisted subsidiary companies are not being furnished as the same
have not been made available to the Company since April 1,2021. The delinquent ex-directors of the subsidiary companies are
having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are
not allowing access to other directors of the subsidiary companies. The Company being the holding company and the other Board
Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

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) Rule, 2015. The audited consolidated financial
statements together with the Independent Auditor’s Report thereon form part of the Annual Report.

The consolidated financial statements for the year ended March 31,2025 and also of previous financial year ended on March 31,
2024 have been prepared without considering the financial results of three wholly owned subsidiaries (Unquoted Non-Banking
Financial Companies) viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd. (“the Subsidiaries”) due to reasons
stated hereinabove.

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.vtlrewa.com/Annual-Return.pdf.

PARTICULARS OF EMPLOYEES

The disclosure 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.

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 pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are given in
Annexure-V which is attached hereto and forms a part of the Directors’ 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 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 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 weblink: https://www.vtlrewa.com/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 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 31,2024, 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 Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the
Company.

(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.

(g) All the material events have been duly disclosed to the stock exchanges during the year under review.

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 appreciations for the excellent assistance and constant support/co-operation
received from the State Government, bankers, investors, vendors etc. and expresses sincere gratitude to valued customers,
overseas technical collaborator and other business associates/institutions for their persistent faith in the Company’s capabilities.
Your Directors also wish to place on record their sincere thanks and infinite appreciations to all the employees of the Company for
their timeless efforts, passion and perseverance 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

Place : New Delhi Chairman Managing Director & CEO

Date : May 22, 2025 (DIN: 00394094) (DIN: 00052861)

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Mar 31, 2024

The Board of Directors has the pleasure of presenting its Forty First (41^st) Annual Report of the business and operations of your Company, together with the Audited Financial Statements of the Company for the financial year ended March 31,2024.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

(Rs. in lakhs)
Description	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	408652.93	290011.06	408652.93	290011.06
Other Income	2361.62	1381.13	2361.62	1381.13
Earnings before Finance Costs, Depreciation and Tax	31837.54	29435.78	48893.42	33739.96
Finance Costs	8804.12	7311.54	8804.12	7311.54
Profit before Depreciation and Tax	23033.42	22124.24	40089.30	26428.42
Depreciation and Amortization	2417.33	1772.02	2417.33	1772.02
Profit before Tax	20616.09	20352.22	37671.97	24656.40
Tax Expenses	5110.54	4921.86	9403.16	6125.24
Net Profit for the year	15505.55	15430.36	28268.81	18531.16

The financial statements for the financial year ended March 31,2024 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.

GENERAL & CORPORATE MATTERS

Your Company continues to operate in two business segments i.e. Cable and Engineering Procurement and Construction (EPC). There has been no change in the nature of business of the Company.

During the year under review, your Company achieved standalone Revenue from Operations of '' 408652.93 lakhs as compared to '' 290011.06 lakhs in the previous year registering a growth of about 40.91%. The EPC business segment continued its growth momentum and recorded an increase of 55.20% in Revenue from Operations in the backdrop of robust execution of large value orders awarded under Jal Jeevan Mission in the state of Uttar Pradesh, whereas Cable business segment has registered a decrease of around 22.14% in Revenue from Operations due to current muted sales environment owing to weak customer demand globally in the optical fibre cable business. The standalone Profit before Depreciation and Tax for the year stood at '' 23033.42 lakhs (comprising of Cable business segment '' 4172.80 lakhs and that of EPC business segment '' 18860.62 lakhs) as compared to '' 22124.24 lakhs in the corresponding previous year (comprising of Cable business segment '' 9148.74 lakhs and that of EPC business segment '' 12975.50 lakhs) recording a marginal growth of around 4.11% year on year basis. The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

The Company achieved an export revenue of '' 6262.91 lakhs during the year under review as compared to '' 13103.73 lakhs in the previous year registering a fall of about 52.21%. The Company sees further growth opportunities in export front in future as India is very well positioned to take advantage of global supply chain resilience and the multi-sourcing shift in the global markets. Your Company is fully equipped with state-of-the-art facilities for telecom and other cables with widest range and best in class products conforming to customised specifications for meeting the emerging demand from various end users in global market places.

CABLE BUSINESS SEGMENT:

The decline in financial performance of cable business segment during the year under review is primarily attributable to subdued demand for optical fibre cables coupled with prevailing un-remunerative prices in the domestic and surrounding market places where demand recovery still to show legs. In calendar year 2023, global optical fibre cable consumption declined by approximately 7% on a year-on-year basis to 536 million FKM leading to sub optimal capacity utilization across the industry. The year under review was also marked by various challenges in the industry, including high interest rates, elevated inventory levels, shortage of skilled labor, pullback of investment by several leading telecom operators, prolonged delays associated with critical government sponsored broadband initiatives across markets such as “BEAD Project” in the USA and “BharatNet Phase III” tender in India which have negatively impacted the demand. In China, notable reduction in intake volume against large volume tenders released by two leading telecom operators further impacted the global demand. The domestic market also witnessed sharp decline in volume due to low and sporadic requirements for optical fibre cables from government entities and muted capital expenditure from major private telecom operators coupled with lower exports owing to subdued demand across the key global markets. Further, the

initiation of anti-dumping investigation by European Commission on imports of optical fibre cables originating in India has added to the challenges for the Indian optical fibre cable industry. The business environment in respect of optical fibre cables continues to be challenging for the Company in the current fiscal year also, as the volume growth in both domestic and global market places is expected from third quarter of fiscal year 2024-25 and onwards with robust demand in coming years.

The medium term outlook for optical fibre cable in India however remains positive. The long-awaited Bharat Net Phase III tender has been officially announced involving substantial optical fibre cable requirement which upon finalisation is poised to significantly strengthen domestic demand in the coming years. Further rise in need for fast and improved networking and network services, increased penetration of broadband services and huge expansion in setting up of data centres in India are anticipated to be the major drivers of the domestic optical fibre cable demand growth.

Railway sector in India is poised for robust infrastructure creation with substantial funds allocation towards capital expenditure by the central government in the successive Union Budgets during the last few years. In the Interim Union Budget 2024, the total outlay for Railway is pegged at '' 2.65 trillion which is about 2% higher than previous year. Most of the allocation has been made towards network augmentation, including creation of new lines. These large-scale infrastructure development projects in the Railway sector would require larger volume of Railway Signaling Cables, Quad Cables, Rolling Stock Cables along with Railway E-Beam Cables with some of specialty overhead conductors which may lead to sustained business volume for the Company in foreseeable future.

India’s rapid economic growth will be underpinned by a multidimensional energy transition with strong demand, interalia, for renewables which offers immense growth potential for Solar PV Cables in domestic and global markets. India’s target of 500GW renewable energy capacity by 2030 requires an annual capacity addition of around 44GW. To meet these targets, India will require an aggregate investment of USD 190 - 215 billion over the next seven years, which provides immense growth opportunities for Solar PV Cables. To this end, your Company laid emphasis on developing robust manufacturing infrastructure in the recent years for Electron Beam Irradiated cables for various segments like Solar renewable energy, Railways, Energy Storage (Battery Cable), Ship-Wiring, Building and Automotive Wires and for other specialty applications as a business de-risking strategy. With the installation of second E-Beam facility during the year under review, the Company is now fully equipped to cater wide range of products with increased volume in the above segments. In terms of moving from pure cable supply to solution supply, the Company is also in the process of setting up a connectorisation facility for railway rolling stock and other cables for better value addition.

EPC BUSINESS SEGMENT:

During the year under review, your Company in collaboration with Gaja Engineering Pvt. Ltd. made commendable progress in a mega rural drinking water distribution project under Jal Jeevan Mission (JJM) in Uttar Pradesh which has emerged as a cornerstone of our operations. Your directors are pleased to report that the project’s advancement remains on track, reflecting Company’s commitment to delivering essential infrastructure solutions.

In parallel, the EPC business segment has solidified its position as a leading and diversified infrastructural project solution provider in India. Aligned with the vision of ‘Viksit Bharat’, as espoused by the Honorable Prime Minister, our endeavors focus on enhancing and creating world-class infrastructure to foster sustainable and inclusive development. This vision is underpinned by pillars such as connectivity enhancement, productivity increase, economic potential realization, and elevation of living standards through strategic infrastructure investments.

The launch of various schemes and core infrastructure projects by the Central Government, including Har Ghar Jal (under Jal Jeevan Mission), Digital India (Bharat net), Smart City Mission, and the Revamped Distribution Sector Scheme (RDSS), have presented immense opportunities in Telecom, Power, Water, and Irrigation sector EPC projects. Of note, the EPC business segment stands poised to benefit significantly from the BharatNet Phase III project, which envisages broadband connectivity to rural India with an estimated outlay of '' 1.39 trillion immensely underscores the growth potential in this sector. This project not only aligns with Company’s core business of optical fiber cables but also aligns with the national agenda of bolstering digital connectivity, particularly in rural areas. In the Power Distribution vertical, the robust order book of projects under the RDSS scheme reflects the Company’s commitment to infrastructure development. Leveraging its strengths and expertise in executing projects across relevant sectors, the Company’s poised to seize these opportunities and contribute meaningfully to India’s infrastructural growth story. Further, with robust project management capabilities, skilled manpower, a dependable supply chain, and an experienced team, the Company is well-equipped to navigate complex projects with precision and efficiency.

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.

FOREIGN TECHNICAL COLLABORATION

The Company had entered into a Radox® Technology Cooperation Agreement with HUBER SUHNER AG, Switzerland (“H S”) for manufacturing of H S RADOX® products for Rolling stock cable applications in Railway sector by using technical know-how and assistance of H S which continues to remain in force.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to '' 6741.74 lakhs, consisting of additions to (a) Buildings of '' 294.84 lakhs; (b) Plant & Equipment of '' 5861.09 lakhs; and (c) Other Fixed Assets of '' 585.81 lakhs for further capacity expansion/augmentation.

The Company utilized the lean industry period by undertaking strategic move to enhance manufacturing capabilities through fixed capital investment in state of the art machinery and technology to enlarge product offerings conforming to evolving specifications of domestic and global customers and streamline its operations in order to achieve optimized cost structure thereby charting a path for future growth.

DIVIDEND

After considering the Company’s profitability, the Board of Directors of your Company is pleased to recommend a Dividend of '' 15.00 (Fifteen) (previous year '' 15.00) per equity share of face value '' 10/- each (i.e. 150%) for the financial year ended on 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 the prescribed rate under Income T ax Act, 1961 and relevant rules framed thereunder. The said Dividend, if approved by the Members at the ensuing Annual General Meeting, would involve a cash outflow of '' 1777.63 Lakhs resulting in a payout of 11.46% of the standalone net profit of the Company for the financial year 2023-24. The dividend as recommended by the Board of Directors, if approved by the members, would be paid to those members whose name appear in the register of members/register of beneficial owners as per the data made available by the depositories as on the Record Date mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

The recommended dividend is based upon the parameters mentioned in the Dividend Distribution Policy as approved by the Board of Directors of the Company which is in line 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). The said Policy is uploaded on the Company’s website and can be accessed at weblink: https://www.vtlrewa.com/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) during the current financial year and the due date of such transfer is provided in the Corporate Governance Report which forms a part of the Annual Report.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31,2024 stood at '' 1185.09 Lakhs. During the year under review, 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.

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.

The steep increase in Company’s revenue from operations has consequently increased the Interest cost majorly due to EPC business working capital requirements. 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 reasonable 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 & 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. 45 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 the 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 Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. https://www.vtlrewa.com/Policies/CSR.pdf.

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 (“Ind AS”) 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 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 a 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 and prioritization of risks mechanism to mitigate 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 of EPC business segment. 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. Your Company’s approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. 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 are within 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 business in the circumstances which may reasonably be foreseen. The Company has defined organisation structure authority levels delegated powers internal procedures rules and guidelines for conducting business transactions. The 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 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 of 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 alongwith 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 AND SUSTAINABILITY

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 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 the prevailing challenging times in ensuring safe and reliable operations/project(s) execution throughout the year. In the dynamic landscape of work, ongoing changes necessitate a re-evaluation of the value proposition. Implementing creative structures for employees across all levels is essential, fostering innovation, growth, and ultimately enhancing the company’s competitive edge. Further, the Company is proactively reskilling and upselling 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 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 and also at respective project sites to maintain high awareness levels. The Company has stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring safety on all projects under execution. Your 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. 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.

The good and green philosophy is a cornerstone of the Company’s business strategy for protecting people, preserving the planet and generating value for the shareholders. As the world faces significant environmental challenges, the Company has prioritised sustainability to ensure long term resource availability, reduce environmental impact and enhance operational efficiency. As sustainable practices are becoming part of the industrial development, the Company is striving for innovative designs so as to have minimum impact on environment. Alongside transitioning to renewable energy, water conservation is another primary focus are of the Company wherein it has rainwater harvesting, recycling systems and other efficient water usage practices in place.

Community development through effective CSR projects is a core value of M.P. Birla Group driven by the belief that the long term viability and ability to produce value are tied to measured contribution in the life of communities in which the Group’s facilities operate. Long before the CSR regulations came into existence, the Group made it a priority and commitment to serve the society and improve the quality of life for communities at large. In line with the Group’s philosophy, the Company has set unwavering commitment to enhance the lives of marginalised communities near its plant and working locations through need based CSR projects in the key areas of education, healthcare, skill development, livelihood intervention, water and sanitation, rural development and environmental conservation.

The employees at all levels are deeply involved in driving sustainable operations in manufacturing facilities and also in and around project sites through innovations and enabling community initiatives in health, hygiene, sanitation and waste management thereby simultaneously fostering increased job satisfaction and motivation amongst employees.

BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular 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 part of the Annual Report.

RECOGNITION

Your Company’s manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.3/ R5.7 H, Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as per ISO 45001:2018, Business Continuity Management System as per ISO 22301:2019, Rail Quality Management System as per ISO/TS 22163:2017 and Information Security Management System as per ISO 27001:2022. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your directors are pleased to report that as an unwavering commitment to quality assurance, the Testing Laboratory of Company’s OFC Unit has obtained a Certificate of Accreditation during the year under review in accordance with the standard ISO/IEC17025:2017 from National Accreditation Board for Testing and Calibration Laboratories (NABL) for its facilities at Rewa (M.P.) in the field of testing of optical fibre, optical fibre cables and optical fibre ribbon and the said accreditation is valid upto January 12, 2026.

DIRECTORS

Shri Shiv Dayal Kapoor (DIN: 00043634) and Shri Shashi Kant Misra (DIN: 00009411), Non-Executive Independent Directors of the Company have completed their tenure viz. second term of five (5) consecutive years on March 31,2024. Consequently, they cease to be the Directors of the Company and Members / Chairperson of certain committees of the Board at the close of business hours on March 31,2024. The Board of Directors places on record its deep sense of appreciation for the valuable contributions and guidance provided by Shri Shiv Dayal Kapoor and Shri Shashi Kant Misra during their tenure as Non-Executive Independent Directors of the Company.

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) and Dr. Aravind Srinivasan (DIN: 00088037) as the Non-Executive Independent Directors of the Company, not liable to retire by rotation, for a first term of five (5) consecutive years with effect from April 1,2024 to March 31,2029. However, the Special Resolution concerning continuation of directorship of Shri Bachh Raj Nahar (DIN: 00049895) as a Non-Executive Independent Director of the Company, from the day he attains the age of seventy-five (75) years on June 14, 2026 till the completion of his first term of consecutive five (5) years i.e. March 31,2029, in pursuance to Regulation 17(1A) of the Listing Regulations, has not been passed due to lack of requisite majority.

Shri Dilip Ganesh Karnik (DIN: 06419513) ceases to be a Non-Executive Non-Independent Director of the Company with effect from May 9, 2024 on account of his resignation citing personal reasons which was considered and 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 a 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 Pracheta Majumdar (DIN: 00179118), Non-Executive Non-Independent Director is retiring by rotation at the ensuing Annual General Meeting. Although being eligible for re-appointment, he has expressed his unwillingness to be re-appointed and not offered himself for re-appointment. Accordingly, Shri Pracheta Majumdar would cease to hold office as a Director of the Company at the conclusion of the ensuing AGM of the Company. Considering the composition of Board being adequate with diverse mix of experience, skills, expertise and acumen even after retirement of Shri Pracheta Majumdar, the Nomination and Remuneration Committee as well as Board of Directors of the Company have decided that the vacancy so caused due to retirement by rotation of Shri Pracheta Majumdar be not filled up for the time being. The Board of Directors places on record its earnest appreciation to the invaluable contributions and guidance extended by Shri Pracheta Majumdar to the Board and the Management of the Company during his association.

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer (CFO) and Shri Dinesh Kapoor, Company Secretary continue to be the Key Managerial Personnel’s (KMPs) of the Company throughout during the year under review.

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 March 20, 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 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 and 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 and 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 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 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 with constructive debate in the meetings while ensuring that decisions are grounded in rigorous analysis and ethical considerations to promote sound decision making. 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/ 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 Listing Regulations. 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 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 Directors, 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 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.vtlrewa.com/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 37^th Annual General Meeting (AGM) till the conclusion of the 42^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 of the Company 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 applicable Goods and Services Tax 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. The Cost Audit Report in respect of applicable 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 2, 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.14474), 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 or observation other remarks or disclaimer have been made by Messrs R.K. Mishra & Associates in the Secretarial Audit Report which calls for any comments or explanations.

COMPLIANCE WITH APPLICABLE 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 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. 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 arms’ length basis and in the ordinary course of business and in accordance with the applicable provisions of the Companies Act, 2013 read with rules framed thereunder, the applicable provisions of Listing Regulations and your Company’s Policy on Related Party Transactions. 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. 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. Details of the related party transactions entered into by the Company are provided in Note No. 41(a) 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 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 Policy on materiality and dealing with Related Party Transactions (‘RPT Policy’) is uploaded on the Company’s website and can be accessed at weblink: https://www.vtlrewa.com/Policies/RPT.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has three wholly owned unlisted subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the Listing Regulations and the same is placed on Company’s website at the given weblink: https://www.vtlrewa.com/Policies/Material-Subsidiaries.pdf. None of the subsidiary companies is a material unlisted subsidiary company as defined under the Listing Regulations. During the year under review, there was no change in the number of subsidiaries or in nature of business of subsidiaries.

Birla Visabeira Private Limited, an existing joint venture company and also an Associate Company within the meaning of Section 2(6) of Companies Act, 2013 and is presently engaged predominantly in standalone dark fibre networks rollout and related operation & maintenance businesses in the telecommunications sector. The joint venture’s financial performance during the period under review was adversely impacted due to liquidity constraints and slower than expected growth in offtake of the networks in select telecom circles in which it operates.

Apart from Birla Visabeira Private Limited, Universal Cables Limited (UCL), Birla Corporation Limited (BCL) and Punjab Produce Holdings Limited (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Indian Accounting Standard (Ind AS)-28. During the financial year, UCL has delivered a satisfactory financial performance despite planned shutdown of its VCV Production Lines during second and third quarter of fiscal year in order to accomplish the upgradation of Extra High Voltage Power Cables manufacturing facility at Satna (Madhya Pradesh). BCL has reported better operating and financial performance during the year under review with stellar set of numbers driven by better demand of its products and lower operating cost. PPHL has delivered a satisfactory financial performance during the year under review.

A Statement containing the salient features of the financial statements of associate companies and a joint venture company save and except ‘subsidiary companies 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.vtlrewa.com.

A report on the performance of financial position of three associate companies and a joint venture company save and except ‘subsidiary companies 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.

‘Note: The information regarding Audited/Unaudited Financial Statements including Special Purpose Ind AS Standalone Financial Statements of the three wholly owned unlisted subsidiary companies are not being furnished as the same have not been made available to the Company since April 1,2021. The delinquent ex-directors of the subsidiary companies are having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are not allowing access to other directors of the subsidiary companies. The Company being the holding company and the other Board Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

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) Rule, 2015. The audited consolidated financial statements together with the Independent Auditor’s Report thereon form part of the Annual Report.

The consolidated financial statements for the year ended March 31,2024 and also of previous financial year ended on March 31, 2023 have been prepared without considering the financial results of three wholly owned subsidiaries (Unquoted Non-Banking Financial Companies) viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd. (“the Subsidiaries”) due to reasons stated hereinabove.

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.vtlrewa.com/Annual-Return.pdf.

PARTICULARS OF EMPLOYEES

The disclosure 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.

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 pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are given in Annexure-V which is attached hereto and forms a part of the Directors’ 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 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 direct access to the Chairman 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://www.vtlrewa.com/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 has been filed for the calendar year ended December 31,2023.

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 Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(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 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 constant support/co-operation received from the State Government, bankers, investors, vendors etc. and expresses sincere gratitude to valued customers, overseas technical collaborator and other business associates/institutions for their persistent faith in the Company’s capabilities. Your Directors also wish to place on record their sincere thanks and infinite appreciations to all the employees of the Company for their timeless efforts, passion and perseverance 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 Board of Directors has the pleasure of presenting its Fortieth Annual Report of the business and operations of your Company, together with the Audited Financial Statements of the Company for the financial year ended March 31,2023.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

Description	Amount (Rs. in Lakhs)
	Standalone		Consolidated
	2022-23	2021-22	2022-23*	2021-22
Revenue from Operations	290011.06	132394.90	290011.06	132394.90
Other Income	1381.13	3100.63	1381.13	3100.63
Earnings before Finance Costs, Depreciation and Tax	29435.78	19106.14	33739.96	33735.81
Finance Costs	7311.54	5685.96	7311.54	5685.96
Profit before Depreciation and Tax	22124.24	13420.18	26428.42	28049.85
Depreciation and Amortization	1772.02	2219.97	1772.02	2219.97
Profit before Tax	20352.22	11200.21	24656.40	25829.88
Tax Expenses	4921.86	2739.62	6125.24	6501.91
Net Profit for the year	15430.36	8460.59	18531.16	19327.97

* Not comparable with that of the previous financial year 2021-22 for the reason as stated in detail under the heading “SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE”.

The financial statements for the financial year ended March 31, 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.

GENERAL & CORPORATE MATTERS

Your Company continues to operate in two business segments i.e. Cable and Engineering Procurement and Construction (EPC). There has been no change in the nature of business of the Company.

During the year under review, your Company achieved standalone Revenue from Operations of '' 290011.06 lakhs as compared to '' 132394.90 lakhs in the previous year registering a growth of about 119%. The EPC business segment registered a growth in revenue of 164% because of surge in order book as a result of large value order awarded under Jal Jeevan Mission which is under execution, whereas Cable business segment has registered an increase of around 36% in revenue in comparison with the previous financial year due to increased volume and better product mix. The standalone Profit before Depreciation and Tax for the year stood at '' 22124.24 lakhs (comprising of Cable business segment '' 9148.74 lakhs and that of EPC business segment '' 12975.50 lakhs) as compared to '' 13420.18 lakhs in the corresponding previous year (comprising of Cable business segment '' 9392.53 lakhs and that of EPC business segment '' 4027.65 lakhs) recording an impressive overall growth of around 65% year on year basis. The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

The Company achieved an export revenue of '' 13103.73 lakhs during the year under review as compared to '' 6502.87 lakhs in the previous year registering a growth of about 102%. The Company sees further growth opportunities in export front in future as India is very well positioned to take advantage of global supply chain resilience and the multi-sourcing shift in the global markets. Your Company is fully equipped with state-of-the-art facilities for telecom and other cables with widest range and best in class products conforming to customised specifications for meeting the emerging demand from various end users in global market places.

In 2022, the total world optical fibre cable consumption grew by 5.90%, year-on-year basis, reaching 534.90 million FKM. The industry quite successfully weathered challenges such as preform and fibre supply tightness, helium gas shortages, high raw material costs, labour shortages and not to mention about the re-surge of covid in China during late 2022 and early 2023 period. A market research report from the Business Research company sees double-digit growth for optical fibre cable through 2026 at global level. The rising demand for higher bandwidth and faster speed connections will enhance the growth of the optical fibre cable market. There is a surge in demand for high bandwidth from enterprises and individuals due to increased use of the internet for video calls, gaming, online shopping and social media.

India’s internet economy is expected to reach $1 trillion by 2030 from the current $175 billion. The growth of India’s internet economy will be driven by a combination of factors such as increasing adoption of digital technologies among internet users in Tier 2 locations, and the digitisation of large traditional businesses and the growth of the startup ecosystem. India has also implemented one of the

fastest rollout of 5G services in the world and its moving at absolute warp speed, for being able to unlock tremendous economic and technology benefits from it. This reflects an amazing representation of India’s inventiveness and ability to adapt and adopt new technologies rapidly which augurs well for telecom cable and related infrastructure industry which is poised to leverage the significant planned investment by telecom operators in setting up the underlying infrastructure and catapult itself as a strong backbone of digital revolution. The 5G drive in India is expected to remain strong going forward, with telecom operators, consumers and enterprises joining in for the ride. While 5G adoption is expected to ramp-up, so are the use cases on the enterprise front. The telecom industry is also expected to see an increased ARPU and expansion of the telecom eco-system as demand for operational innovation rises. The current demand for data and the end user experience will make India a leading 5G nation and the leading nation for digitalization due to incredible speed of 5G rollout in India.

The National Broadband Mission targets to fiberise 70% of India’s base transceiver stations (BTS) by fiscal year 2025 is an ideal requirement for the efficient rollout of 5G services. However, the fiberisation at 35% in India as of June, 2022, more than 3 lakh KMs may have to be covered at the pan-India level between fiscal year 2023 and fiscal year 2025. Further there is a huge variance across states with fiberisation at ~40% in metro and 31-33% in some Category C circles. Fiberisation is less at 25-30% in some Category B and Category C circles such as Himachal Pradesh, Uttar Pradesh East and West Bengal. Success of early 4G to 5G conversion hinges on improvement in fiberisation levels in Metros. A major reason for the slow pace of fiberisation is Right of the Way (ROW) cost, which ranges from several lakh to a few crore across circles. While the central government has taken efforts to maintain a uniform ROW cost across circles, the high disparity has been a huge roadblock to reaching the fiberisation target. Further, the 5G latency and capacity requirements suggest that fibre will be necessary for backhaul links. Backhaul speeds of 100 Gbps are likely, which are impossible with twisted pair copper. As per an estimate, telcos may have to collectively splurge substantial amount in capex spends to adequately fiberise telecom towers and in turn, ensure a meaningful roll out of 5G services across India. Full scale 5G deployments across India would entail densification of networks, and in turn, sizable investments in backhaul infrastructure via fiberisation as only 35% of telecom towers are fiberized now. With relatively low penetration of fibre in India, an estimated capex in the range of ''1.50 lakh crores to '' 2.50 lakh crores would be needed over the next 4-5 years to achieve the remaining 35% - 36% fiberisation target and spend on incremental BTS for 5G. Backhaul has to do with connecting the core of a mobile network to nodes and then onto towers, to transmit data, elements that are vital for an effective 5G mobile broadband operation. However, such sizable capex spends in tower fiberisation won’t be a cakewalk as telcos’ debt levels remain elevated and are set to rise further after the 5G spectrum sale. The technology upgradation to 5G coupled with customer upgrades from 2G/4G services to 5G will drive core telecom business growth, but non-telco businesses such as enterprise, cloud/digital services and fixed broadband will also be crucial to drive industry growth enabling telcos to allocate adequate resources for network expansion thereby including passive optical fibre cable networks.

The Indian data centre industry has witnessed a surge in investor and operator activities, on account of it being a huge-growth market but currently being underserved by existing supply and facing strong demand from a variety of end users. Multiple tailwinds eg. accelerated adoption of cloud services, increasing digitization and data localisation requirement, rollout of 5G and increased bandwidth, explosion in data creation and consumption, business continuity and back-up plans, etc. are driving the growth and these tailwinds are expected to continue into the foreseeable future. The Company is seized of the emerging opportunities particularly for high fibre count specialty optical fibre cables for data centre applications and is in the process of upgrading its manufacturing facilities for catering to the huge envisaged growth in demand arising from data centre industry in domestic and global market places.

Indian Railways is set to see a record capital expenditure (capex) of '' 2.6 trillion in fiscal year 2023-24. This would give a push to the massive infrastructure expansion lined up and the government’s share would contribute around '' 2.4 trillion to this- the highest ever. The outlay in the Union Budget for Railways will bolster construction activities, including relating to Railway Signaling and Quad Cables, Rolling Stock Cables amongst others which augurs well for the Company, being one of the key suppliers of Railway Signaling, Quad and E-beam Cables for railway applications.

Your Company is gradually augmenting production capacity of its state-of-the-art production facility for manufacturing a widest range of optical fibre cables conforming to various domestic and international specifications keeping pace with growth in demand for contemporary as well as high precision/quality products. Your Company’s Electron Beam Irradiation facility (“E-Beam cable facility”) which helps to cross link the Polymer jacket of the cables have been successfully stabilized and is now operating at par optimum capacity level and delivering superior products conforming to national and international standards for a variety of applications. In order to derive economies of scale, further increase in the capacity of E-Beam Cable facility is under implementation to cater to the increased business demands in all the user segments like solar energy, railways, ship building and the new technology segments. The Company has also entered into an in-principle understanding for export of cables from this facility to European market through a renowned global player in order to achieve optimum capacity utilization considering ongoing expansion in capacity which is likely to be operational by second quarter of ensuing fiscal year.

The EPC business segment of your Company is on track to become one of the prominent, well diversified infra project solution provider in India. Based on its expertise in managing diverse infrastructure projects, the division contributes as a partner in growth exerting positive impact on customers as well as on society. Existing business verticals for the EPC business segment, interalia, includes Telecom network rollouts both under IP1 and EPC models, Irrigation, Sewerage, Water supply infrastructure, Power distribution, and substation projects in addition to civil construction and city gas distribution pipeline projects.

The EPC telecom vertical was impacted by the general economic situation as the government-planned projects under BharatNet did not materialize. One of the key focus areas under the government’s Bharat Net project was to strengthen digital connectivity across the country, especially in rural areas. The government plans to invest heavily in expanding the reach of high-speed internet to remote

areas, which will help in bridging the digital divide. However, a significant cut in spending from the Universal Service Obligation Fund (USOF) in Financial Year 2022-23 against the Budget targets indicates that for the sixth continuous year, the government’s spending to provide connectivity to rural and remote areas to bridge the digital divide has slowed down. For the Financial Year 2023-24, the spending from the USOF is pegged at '' 10,400 crores, over three times higher than the revised estimates for the Financial Year 202223. Currently, a major allocation of the USOF goes towards the BharatNet project.

While in the Power Distribution vertical, the cost increase, extreme volatility in the commodity prices and rising interest rates had a dampening effect on the overall financial performance. During the same time, market opportunities for Water and Irrigation projects remained positive due to thrust of the Government of India on drinking water pipeline projects to each rural household through Jal Jeevan Mission. Performance for the year under review was led by the Water distribution segment with your Company executing a mega rural drinking water project in the State of Uttar Pradesh in association with M/s Gaja Engineering Pvt. Ltd. under an unincorporated Joint Venture. Your Company’s strong project management capabilities, man management skills, robust supply chain, dependable sub-contractors and experienced team with rich project management expertise is helping the Company in rolling out this mega project with desired pace and perfection.

With the current global economy best described as slow, uncertain, challenging, difficult, volatile and unpredictable, the infrastructure sector in India is cautiously optimistic based on huge budgetary outlay for the sector by the central and state governments which may provide immense opportunities of growth to your Company given its strength in executing projects in the relevant fields in which it operates. The Government of India is also looking to redefine ‘infrastructure’ and devise a new framework to ease flow of funds to the sector which augurs well for EPC business segment of your Company.

FOREIGN TECHNICAL COLLABORATION

The Company entered into a Radox® Technology Cooperation Agreement with HUBER SUHNER AG, Switzerland (“H S”) for manufacturing of H S RADOX® products for Rolling stock cable applications in Indian Railway industry by using technical know-how and assistance of H S. The Company foresees growth opportunities in supply of Railway E-Beam cables and other products (H S RADOX® products) directly to the rolling stock industry besides Indian Railways and its allied companies.

CAPITAL EXPENDITURE

During the year under review, the Company continued its focus on judicious capital allocation and incurred capital expenditure aggregating to '' 1983.02 lakhs, consisting of addition to (a) Buildings of '' 21.01 lakhs; (b) Plant & Equipment of '' 1663.24 lakhs; and

(c) Other Fixed Assets of '' 298.77 lakhs for further capacity expansion/ augmentation.

DIVIDEND

After considering the Company’s profitability, free cash flow, overall financial performance and other parameters, the Board of Directors of your Company is pleased to recommend a Dividend of '' 15/- (previous year '' 10/-) per equity share of face value '' 10/- each (i.e. 150%) for the financial year ended on March 31, 2023. The payment of Dividend shall be subject to deduction of Tax at source as per the prescribed rate 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 pay out of '' 1777.63 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.vtlrewa.com/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) during the current financial year and the due date of such transfer is provided in the Corporate Governance Report which forms a part of the Annual Report.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31,2023 stood at '' 1185.09 lakhs. During the year under review, 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 31,2023.

During the Financial Year 2022-23, the Company has not issued changed reclassified or sub-divided converted or reduced any Equity Shares/Convertible Securities/Warrants/Sweat Equity Shares/Employee Stock Options and there is no change in voting rights and buy back of shares.

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 has fully redeemed balance 160 Non-Convertible Debentures (NCDs) aggregating to '' 1600.00 lakhs alongwith accrued interest thereon during the year under review. The Company’s financial discipline and prudence is reflected in the reasonable 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 & 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. 43 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 Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. https://www.vtlrewa.com/Policies/CSR.pdf.

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 31,2023, 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 March 31,2023 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 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 and prioritization of risks mechanism to mitigate 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 of EPC business segment. Your Company’s approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. 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 are within

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 business in the circumstances which may reasonably be foreseen. The Company has defined organisation structure authority levels delegated powers internal procedures rules and guidelines for conducting business transactions. The 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 Act and rules made 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 of 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 alongwith 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 AND SUSTAINABILITY

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 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 the prevailing challenging times 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 reimagine 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 reskilling and upselling 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 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 and also at respective project sites to maintain high awareness levels. The Company has stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring safety on all projects under execution. Your 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. The Company as a policy reevaluates 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. The Company is also accelerating ESG strategies as well as resilience to the dynamics that are taking place globally because of climate change by learning, adapting and innovating towards a new context.

The Company embraces sustainability goals in a much bigger way. The employees at all levels are deeply involved in driving sustainable operations in manufacturing facilities and also in and around project sites through innovations and enabling community initiatives in health, hygiene, sanitation and waste management thereby simultaneously fostering increased job satisfaction and motivation amongst employees.

RECOGNITION

Your Company’s manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the external standards for Quality Management System as per ISO 9001:2015 & TL 9000 R6.3/R5.7 H, Environmental Management System as per ISO 14001:2015, Occupational Health and Safety Management System as per ISO 45001:2018, Business Continuity Management System as per ISO 22301:2012, Rail Quality Management System as per ISO/TS 22163:2017 and Information Security Management System as per ISO 27001:2013. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Board of Directors is pleased to state that the EPC business segment of the Company was recognized and awarded as one of the Best Brands for the year 2022 by The Economic Times (ET) after rigorous evaluation process and taking into consideration brand equity, value delivered by the Company to its customers and market presence, etc.

DIRECTORS

Shri R.C. Tapuriah, Non-Executive Independent Director of the Company left for heavenly abode on September 14, 2022. The Board of Directors expresses with utmost grief its heartfelt condolences on the sudden and untimely sad demise of Shri R.C. Tapuriah, who will always be remembered for his endearing and noticeable qualities of modesty and simplicity for someone of his stature and bearings.

During the year under review, Smt. Rashmi Dhariwal (DIN: 00337814) has been appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of Five (5) consecutive years with effect from November 14, 2022 to November 13, 2027 by way of a Special Resolution passed by the members of the Company through Postal Ballot on December 22, 2022.

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.

BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT

In compliance with the Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report for the year ended March 31,2023 and the required disclosures thereunder form an integral part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer (CFO) and Shri Dinesh Kapoor, Company Secretary continue to be the Key Managerial Personnel (KMP) of the Company throughout during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri S.K. Misra, Shri Shiv Dayal Kapoor, Smt. Kiran Aggarwal, Shri P.S. Dasgupta and Smt. Rashmi Dhariwal 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 for life time 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 their 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 five (5) times viz. on May 23, 2022, August 9, 2022, September 24, 2022, November 14, 2022 and February 10, 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 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 and 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 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 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/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 Listing Regulations. 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 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 Directors, 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 May 18, 2023, accorded the approval to the amended Remuneration Policy to widen the level of employees covered under “Senior Management of the Company” in consonance with the 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 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.vtlrewa.com/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 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 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 37^th AGM till the conclusion of the 42^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 of the Company 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 applicable Goods and Services Tax 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. The Cost Audit Report in respect of applicable specified products covered under the Companies (Cost Records and Audit) Rules, 2014 pertaining to the financial year ended March 31,2022 was filed by the Company on August 29, 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, Practising Company Secretaries, were appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 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 or observation other remarks or disclaimer have been made by Messrs R.K. Mishra & Associates 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 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 arms’ length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure-III which is attached hereto and forms a part of the Directors’ Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee for its review and 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, as required, are placed before the Audit Committee for review and updation on quarterly basis. The Policy on materiality and dealing with Related Party Transactions (‘RPT Policy’) is uploaded on the Company’s website and can be accessed at weblink: https://www.vtlrewa.com/Policies/RPT.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

Your Company has three wholly owned unlisted subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material unlisted subsidiary company as defined under Regulation 24(1) of the Listing Regulations. During the year under review, there was no change in the number of subsidiaries or in nature of business of subsidiaries.

Birla Visabeira Private Limited, an existing joint venture company and also an Associate Company within the meaning of Section 2(6) of Companies Act, 2013 and is presently engaged predominantly in standalone dark fibre networks rollout and related operation & maintenance businesses in the telecommunications sector. The joint venture’s financial performance during the period under review was adversely impacted due to liquidity constraints and slower than expected growth in offtake of the networks in select telecom circles in which it operates.

Apart from Birla Visabeira Private Limited, Universal Cables Limited (UCL), Birla Corporation Limited (BCL) and Punjab Produce Holdings Limited (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Indian Accounting Standard (Ind AS)-28. UCL, BCL and PPHL have delivered a satisfactory financial performance during the year under review.

A Statement containing the salient features of the financial statements of associate companies and a joint venture company except *subsidiary companies 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.vtlrewa.com.

A report on the performance of financial position of three associate companies and a joint venture company except *subsidiary companies 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.

*Note: The information regarding Audited/Unaudited Financial Statements including Special Purpose Ind AS Standalone Financial Statements of the three wholly owned unlisted subsidiary companies for the financial year ended March 31, 2023 are not being furnished as the same have not been made available to the Company by certain delinquent ex-directors of the subsidiary companies who are having unauthorised and illegal possession of the books of account and other records of the subsidiary companies and they are not allowing access to other directors of the subsidiary companies. The Company being the holding company and the other Board Members of the respective subsidiaries are taking necessary actions in this regard in accordance with law as legally advised.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company as of and for the year ended March 31,2023 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.

The consolidated financial statements for the year ended March 31,2023 have been prepared without considering the financial results of three wholly owned subsidiaries (Unquoted Non-Banking Financial Companies) viz. August Agents Ltd., Insilco Agents Ltd. and Laneseda Agents Ltd. (“the Subsidiaries”) due to reasons stated hereinabove.

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 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.vtlrewa.com/Annual-Return.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 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 Earning 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 Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(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 made 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 frauds were 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 and esteemed customers, overseas technical collaborator and other business associates/institutions. Your Directors also wish to place on record their sincere thanks and infinite appreciations 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

The Directors have the pleasure of presenting their Thirty Fifth Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2018.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

Description	Amount (Rs, in lakhs)
	2017-18	2016-17
Revenue from Operations	135138.46	102654.84
Other Income	1073.50	1835.41
Earnings before Finance Costs, Depreciation and Tax	18811.43	14699.58
Finance Costs	4719.93	4074.28
Profit before Depreciation and Tax	14091.50	10625.30
Depreciation and Amortisation	1490.80	1266.41
Profit before Tax	12600.70	9358.89
Tax Expenses / (Credit)	4267.63	2795.02
Net Profit for the year	8333.07	6563.87

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 (transition date being April 1, 2016). Accordingly, the financial statements for the year ended March 31, 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 continues to operate in two business segments i.e. Cables and Engineering Procurement and Construction (EPC). The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

During the year under review, your Company achieved Gross Revenue from operations of Rs, 135138.46 lakhs as compared to Rs, 102654.84 lakhs in the previous year, registering a growth of about 31.64%. The revenue from exports including project exports increased substantially to Rs, 3617.37 lakhs as compared to Rs, 1841.45 lakhs during the previous year. During the year under review, the EPC business segment clocked increase in Gross Revenue by 26.61 % mainly due to robust order inflow and strong project execution capabilities through improved monitoring systems and cost control initiatives. The Cables business segment has also registered a significant growth of 44.99% in Gross Revenue in comparison with the previous financial year due to robust orders inflow, capacity augmentation, product diversification and improved operational efficiencies. The leadership at shop floor has enabled the Company to achieve manufacturing excellence at all levels of the organization and deliver the improved financial performance during the year under review. The Profit before Depreciation and Tax for the year stood at Rs, 14091.50 lakhs as compared to Rs, 10625.30 lakhs in the previous year.

The first stage of expansion-cum-diversification of the Company’s Copper Cable facility has been successfully implemented and became operational during the year under review, which enabled the Company to launch certain variants of cables and conductors for Indian Railways, Solar Energy and Power distribution segments. The second and final stage of the said expansion-cum-diversification project for manufacturing of Electron Beam Irradiated Cross-linked Cables including installation of Electron Beam Accelerator of appropriate rated capacity is progressing as per schedule and barring unforeseen circumstances, is likely to be operational by end of the 2^nd quarter of the current fiscal year. Once fully operational, this would enable your Company to expand its products portfolio by diversification into the high end market of specialized electrical cables and electron beam irradiated cross-linked cables. Your Company is also in the process of implementing substantial expansion of its Optical Fibre Cables facility (OFC Unit) at Rewa to be executed in phases. The first phase of the said substantial expansion project for doubling the existing production capacity of Optical Fibre Cables is likely to be operational by November/December, 2018 with an estimated incremental capital outlay of '' 5171.00 lakhs, to be funded by a mix of internal accruals and debt. Although demand for optical fibre cables presently is robust, current level of investments in the industry could result in overcapacity and create fierce competition in the market. Your Company is, therefore, putting focus on automation and operational efficiency with production capacity additions in phased manner in order to insulate itself from the contingencies of intense competition during downturn in business cycle.

At a global level, telecom network building is growing very rapidly across all regions driving higher than expected optical fibre cable market growth resulting in optical fibre supply constraints. As per available reports, the global optical fibre cable consumption increased 14.90% from 429 Million FKM to 493 Million FKM during the calendar year 2017, out of which China’s consumption stood at 286 Million FKM (approx.58% of the total global consumption) and South Asia/Indian Subcontinent accounted for approx.23 Million FKM. South Asia sub-region anchored by India, which accounts for 90% of the region’s optical fibre cable consumption, is likely to witness a strong growth in demand for optical fibre cables as the government seeks to unlock the transformative power of digital communications networks, interalia, through focus on fibre connectivity with a plan to standardize policy and costs for obtaining the RoW for laying optical fibre cables and development of fibre infrastructure needed for broadband connectivity across the country and all layers of government. India is extremely low in fibre connectivity and the telecom operators need to vastly expand and upgrade the digital infrastructure of optical fibre and backhaul facilities across the country in order to catchup with the peers in the global arena. The proliferation of 4G and Voice over Long Term Evolution services are paving the way for more fibre based deployment across the country. India is also in the process of aligning itself with global road map of 5G deployment for which expansion and improvement of optical fibre infrastructure will be pre-requisite to meet its criteria. Further, with the increasing competition in mobility, the telecom operators in India are also envisaging deployment of various version of FTTx networks to derive competitive advantages and improved quality of services, which will also need substantial quantum of fibre backhaul. The draft National Digital Communication Policy, 2018, recently unveiled by the Government of India, therefore, rightly lays down a fibre-first initiative to take fibre to the home, to enterprise and to key development institutions and the establishment of a National Digital Grid and creation of a National Fibre Authority which augers well for the Company.

The Company also foresees robust demand for its Copper Cables product portfolio including Railway Signaling and Quad Cables with the planned increased infrastructure spending in public and private sectors and also due to focus of the Government on strengthening, capacity augmentation, modernization and electrification of Railways/Metro Railways/Dedicated Freight Corridors network across the country.

The EPC business segment of the Company has established itself as a known and reputed total solution provider from project concept to commissioning in certain infrastructure segments and is continually exploring new business opportunities in the evolving technology landscape in ICT, the Government’s Digital India Initiatives and Smart Cities Mission, Power sub-transmission and distribution, Sewerage systems and projects, etc. The EPC business segment having successfully executed some of the very prestigious projects including Network For Spectrum (NFS) and IP-1 in hilly and difficult terrains in India is in the process of securing new and prestigious optical fibre infrastructure projects from Bharat Sanchar Nigam Ltd. and Bharat Broadband Networks Ltd. Given the renewed thrust of the governments, both Central and State Governments, on creating world class infrastructure in the country, your Company as a leading turn-key solution provider, is well poised to grab these upcoming business opportunities in the fields of Telecom, Power sub-transmission and distribution, Sewerage, Water/Irrigation and related Civil Infrastructure, as an end-to-end solutions provider with huge expertise gained over a period.

DIVIDEND AND RESERVES

After considering the Company’s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs, 10/- (previous year Rs, 7/-) per equity share of face value Rs, 10/- each (i.e. 100%) for the financial year ended on March 31, 2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs, 1185.09 lakhs excluding Tax on Dividend and Surcharge/Education Cess thereon, as applicable.

During the year under review, your Company transferred a sum of Rs,835 lakhs (previous year Rs, 418 lakhs) to the Debenture Redemption Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at March 31, 2018 stood at Rs, 1184.21 lakhs. During the year under review, 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, 2018.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits during the year 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. Your Company achieved measurable reduction in its finance costs during the year under review by issuance of Commercial Papers at a very competitive coupon rate(s), significant reduction in charges for non-fund based credit facilities and replacement of comparatively high interest bearing Intercorporate Loans with low coupon rate long term Non-Convertible Debentures, etc.

During the year under review, your Company issued and allotted second tranche of Unsecured, Unlisted, Rated, Redeemable, Nonconvertible Debentures (NCDs) aggregating to Rs, 5000.00 lakhs, at a coupon rate of 8.40% p.a., on a private placement basis to a scheduled bank. The said NCDs are redeemable at par in three annual installments over a period of five years, commencing from end of third year of the date of issuance of the NCDs. The said NCDs carries credit rating CARE AA-; Stable (Double A Minus; Outlook Stable) assigned by CARE Ratings Ltd.

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 Managing Director & 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 in the areas of (i) Animal welfare; (ii) Education promoting employment enhancing vocation skills especially among children and livelihood enhancement projects;

(iii) Promoting Girl Child education; (iv) Ensuring Environmental Sustainability, Ecological balance, Conservation of natural resources and maintaining quality of Soil, Air and Water; and (v) Rural Development Projects in the local area where the Company operates and also in other parts of India. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company’s CSR Policy.

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 Corporate Social Responsibility Policy of the Company is available on the website of the Company i.e. www.vtlrewa.com.

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 31,2018, 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 March 31, 2018 and the profit of the Company for the year ended on that date. The Company adopted Indian Accounting Standards (Ind AS) effective from April 1, 2017 with transition date being April 1, 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 April 1, 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 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 the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess and monitor regularly the framework for identification, evaluation and prioritization of risks, mechanism to mitigate 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 effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods dealt with by the Company as well as execution of turnkey projects of EPC business segment. Your Company’s approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In view 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 are within 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 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. The Company has defined organization structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. The 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 Act and rules made there under 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 independent firms 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 an ongoing basis.

The Board has also implemented systems to ensure compliance of 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 Companies Act, 2013, SEBI Act and rules/guidelines and listing regulations including any statutory amendment(s), modification(s) or enactment(s) thereto applicable to the Company.

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. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.

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. The Company has also stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring that safety on all projects under execution. Your 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. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety standards for its people as well as users and customers.

RECOGNITION

Yours Company’s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2015 and TL 9000 R5.5/R5.0H, 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.

During the year under review, your Company successfully obtained certification under ISO 27001:2013 for Information Security Management System.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri D.R. Bansal (DIN:00050612), 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.

Pursuant to provisions contained in Article 94 of the Articles of Association of the Company and Sections 149 and 161 of the Companies Act, 2013, Shri Dilip Ganesh Karnik (DIN: 06419513) was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on November 14, 2017 and he holds the office as such up to the date of this 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 May 23, 2018 has recommended the appointment of Shri Dilip Ganesh Karnik as Director, liable to retire by rotation at this ensuing Annual General Meeting.

The brief resume and other details of Director(s) seeking re-appointment/appointment as required under Regulation 36(3) of the Listing Regulations 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

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer and Shri Satyendu Pattnaik, Company Secretary are the Key Managerial Personnel of the Company. Shri Satyendu Pattnaik was appointed as Company Secretary of the Company with effect from August 10, 2017 in place of Shri Raj Kumar Agrawal, who resigned from the services of the Company on August 9, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K. Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and Smt. Kiran Aggarwal 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 six times viz. on May 15, 2017, August 09, 2017, September 15, 2017, November 14, 2017, February 06, 2018 and March 09, 2018.

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 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board evaluation issued by SEBI, the Board of Directors of the Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors, interalia, to assess the skill set and contribution that are desired, recognizing that competencies and experiences evolves over time. The evaluation process also covered various aspects of the Board functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. 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 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 performance 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 carried out by the Independent Directors. In conclusion, the Board of Directors was satisfied with the performance and functioning of the Board, its Committees and individual members. 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/appointment or re-appointment of Managing 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 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 and Executive Management. 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

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, Messrs 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 Thirty Seventh (37^th) Annual General Meeting of the Company to be held for the financial year 2019-20 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 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 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 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, Company Secretaries (PCS Registration no.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 2018. 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.

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

All related party transactions are placed before the meeting(s) of Audit Committee for its 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 updating 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 can be accessed at weblink: http://www.vtlrewa.com/pdf/RPTPolicy%20_VTL.pdf.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE(S)

Your Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. During the year under review there was no change in the number of subsidiaries or in nature of business of subsidiaries. The subsidiaries have achieved satisfactory financial performance during the year under review.

Birla Visabeira Private Limited, an existing joint venture company engaged primarily in EPC and Operation & Maintenance business in the areas of telecommunications and infrastructure. The joint venture’s financial performance was in consonance with planned business strategy.

Universal Cables Ltd. (UCL), Birla Corporation Ltd. (BCL) and Punjab Produce Holdings Ltd. (PPHL) are Associate companies within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Indian Accounting Standard (Ind AS)-28, UCL and BCL have achieved sustained growth in business with improved financial performances during the year under review and the financial performance of PPHL was satisfactory.

A Statement containing the salient features of the financial statements of subsidiaries, associate companies and a joint venture 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 as per the prescribed format and forms a part of the Annual Report.

A report on the performance of financial position of each of three wholly owned subsidiaries, three associate companies 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

The consolidated financial statements of the Company for the Financial Year ended March 31,2018 have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 ("the act”), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act and rules made there under [including the statutory amendment(s) thereof if any].

In accordance with the applicable provisions of the Act and the rules and regulations made there under, read with Indian Accounting Standard (Ind AS)-110 "Consolidated Financial Statements” and Indian Accounting Standard (Ind AS)-28 "Accounting for Investments in Associates and Joint Ventures”, the audited Consolidated Financial Statements of the Company as of and for the year ended March 31, 2018, 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 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.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as provided under 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.

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 in respect of an employee of the Company are given in Annexure-VI, 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-VII, 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 Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(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 or 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 this 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 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 and esteemed customers and other business associates/institutions. Your Directors also wish to place on record their sincere thanks and infinite appreciations 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)
J. Veeraraghavan
(DIN: 00078998)
S.K. Misra
(DIN: 00009411)
R.C. Tapuriah
(DIN: 00395997)
D.R. Bansal
(DIN: 00050612)	Directors
Pracheta Majumdar
(DIN: 00179118)
Shiv Dayal Kapoor
(DIN: 00043634)
Kiran Aggarwal
(DIN: 06991807)
Dilip Ganesh Karnik
(DIN: 06419513) t
Y.S. Lodha	Managing Director
(DIN: 00052861)
New Delhi, May 23, 2018

---

Mar 31, 2017

TO THE SHAREHOLDERS

The Directors have the pleasure of presenting their Thirty Fourth Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2017.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

	2016-17	2015-16
	Rs. in lacs	Rs. in lacs
Revenue from Operations (Gross)	106222.65	102806.84
Other Income	1713.38	1788.18
	107936.03	104595.02
The Year’s working shows -
Profit before Depreciation, Exceptional Item and Tax	10870.47	13377.17
Less : Depreciation and Amortization expense	1266.41	1317.37
: Exceptional Item	-	477.76
Profit before Tax	9604.06	11582.04
Less : Tax Expense/(Credit) :
- Current Tax/Minimum Alternate Tax (MAT)	3147.00	3772.55
(Net of MAT Credit Entitlement, if any)
- Income Tax for Earlier Years	4.32	-
- Deferred Tax Charge/(Credit)	(271.45)	74.78
Net Profit for the Year	6724.19	7734.71

GENERAL & CORPORATE MATTERS

Your Company continues to operate in two business segments i.e. Cables and Engineering Procurement and Construction (EPC). The detailed operational working of your Company for the year is provided in the Management Discussion and Analysis forming a part of this Report.

During the year under review, your Company achieved Gross Revenue from operations of Rs.106222.65 lacs as compared to Rs.102806.84 lacs in the previous year, registering a growth of about 3.32%. The revenue from exports including project exports declined to Rs.1841.45 lacs as compared to Rs.7227.58 lacs during the previous year mainly due to prevailing un remunerative price levels, without factoring the steep rise in the prices of key raw materials including optical fibre globally. During the year under review, the EPC segment clocked a noticeable increase in Gross Revenue by 40.15 % mainly due to robust order inflow and strong project execution capabilities through improved monitoring systems and cost control initiatives. The Cables business segment however registered a decrease by 40.12% in Gross Revenue in comparison with the previous financial year due to change of product mix based on demand pattern of customers, lower volumes and competitive price levels. The Profit before Depreciation and Tax for the year stood at Rs.10870.47 lacs as compared to Rs.13377.17 lacs in the previous year.

At a global level, telecom network building is growing very rapidly across all regions driving higher than expected optical fibre cable market growth resulting in optical fibre supply constraints. However, your Company is partially insulated against these constraints having tied up with proper supply sources. Your Company continues to do product innovation and emerged as one of the leading manufacturers in niche and specialty optical fibre cable segments for a variety of newer applications like high speed 4G LTE telecom networks and defense sector related communication networks. Your Company is also in the process of implementing substantial expansion-cum-diversification of its existing Copper Cable facility, to be executed in stages, for manufacturing of Electron Beam Irradiated Cross-linked Cables including installation of Electron Beam Accelerator(s) of appropriate rated capacity, with an estimated capital outlay of approx.Rs.3275.00 lacs, to be funded by a mix of internal accruals and debt. This would enable your Company to expand its products portfolio by diversification into the high end market of specialised electrical cables and electron beam irradiated cross-linked cables. The market for such cables is rapidly expanding due to the exacting technical requirements of new applications and the gradual transition from the conventional cables to the new genre of Electron Beam Irradiated Cables particularly in the market segment of Solar Energy (DC Solar Cables), Railways, Ship Building, etc. The substantial expansion-cum-diversification project is likely to be operational in two stages by December, 2017.

With the Government of India’s ambitious “Power for All” program through which all utilities are planning to offer 24x7 power across the entire country, new distribution and transmission lines are planned. This move offers tremendous growth opportunities for the Company’s EPC business segment. Given the renewed thrust of the Government on creating world class infrastructure in the country including digital India and broadband, power sub-transmission and distribution, Smart Cities, creation of water supply and sewerage pipelines, etc., your Company as a leading turn-key solution provider, is well poised to grab these upcoming business opportunities in the fields of Telecom, Power sub-transmission and distribution, Sewerage, Water/Irrigation and Civil Infrastructure, as an end-to-end solutions provider with huge expertise gained over a period.

DIVIDEND AND RESERVES

After considering the Company’s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs.7/- (previous year Rs.6/-) per equity share of face value Rs.10/- each (i.e. 70%) for the financial year ended on March 31, 2017. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs.829.56 lacs excluding Tax on Dividend and Surcharge/Education Cess thereon.

Your Board also proposed to transfer Rs.5000.00 lacs to the General Reserve out of the amount available for appropriation leaving a surplus of Rs.7627.70 lacs in the Statement of Profit and Loss to be carried forward.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits during the year 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 optimize bank borrowings by focusing on cash flows and working capital management. By availing alternate cheaper funding options like issuance of Commercial Papers, etc. your Company achieved substantial reduction in its finance costs during the year under review.

During the year under review, your Company issued Unsecured, Unlisted, Rated, Redeemable, Non-Convertible Debentures (NCDs) aggregating to Rs.5000.00 lacs, at a coupon rate of 8.50% p.a., on a private placement basis to a scheduled bank. The said NCDs are redeemable at par in three equal annual installments over a period of five years. Credit Rating for said NCDs is CARE AA- (indicative of “Stable Outlook”).

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 Managing Director & 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 in the areas of (i) Animal welfare; (ii) Education promoting employment enhancing vocation skills especially among children and livelihood enhancement projects; (iii) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, conservation of natural resources and maintaining quality of soil, air and water; and (iv) Promoting health care including preventive health care in the local area where the Company operates. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company’s CSR Policy.

The Annual Report on CSR activities is given in Annexure-I, which is 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.vtlrewa.com.

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, 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 March 31, 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; 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 the Company pursues its objectives. Additionally, the Audit Committee and the Board of Directors assess and monitor regularly the framework for identification, evaluation and prioritization of risks, mechanism to mitigate 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 effectiveness of risk mitigation and controls besides inherent risks associated with the products/goods dealt with by the Company as well as execution of turnkey projects of EPC business segment. Your Company’s approach to address business risks and compliance functions is comprehensive across both the business segments and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In the view of the Board of Directors, there are no material risks, which may threaten the existence of the 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 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. The Company has defined organization structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. The 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 disclosures with reference to financial statements.

Your Company’s internal control systems are supplemented by an extensive program of internal audit by independent firms 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 an ongoing basis.

The Board has also implemented systems to ensure compliance of 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 Companies Act, 2013, SEBI Act and rules/guidelines and listing regulations applicable to the Company.

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. The Company has also stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment with the emphasis on ensuring that safety on all projects under execution. Your 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 reevaluates safety standards and practices from time to time in order to raise the bar of safety standards for its people as well as users and customers.

RECOGNITION

Yours Company’s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008, Environmental Management System ISO 14001:2004 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.

During the year under review, your Company successfully obtained certification under ISO 90001:2008/TL9000 R5.5/R/5.0H Standards from Bureau Veritas for design, manufacture and supply of optical fibre cable which reflects capabilities of the Company to manufacture and supply products covered by the certification by adhering to global standards.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri Pracheta Majumdar (DIN:00179118), 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.

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.

During the year under review, there was no change in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer and Shri Raj Kumar Agarwal, Vice President (Commercial) & Secretary are the Key Managerial Personnel of the Company. During the year under review, Shri Ashok Mishra has resigned as Company Secretary with effect from close of business hours on January 10, 2017 and Shri Raj Kumar Agarwal has been appointed as Vice President (Commercial) & Secretary with effect from January 11, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K.Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and Smt.Kiran Aggarwal 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 six times viz. on May 19, 2016, July 12, 2016, August 11, 2016, November 11, 2016, January 3, 2017 and February 10, 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 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board evaluation issued by SEBI, the Board of Directors of the Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors, interalia, to assess the skill set and contribution that are desired, recognizing that competencies and experiences evolves over time. The evaluation process also covered various aspects of the Board functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. 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 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 and the Managing Director), the Non-independent Directors and the Board as a whole carried out by the Independent Directors. In conclusion, the Board of Directors and Nomination and Remuneration Committee were satisfied with the performance and functioning of the Board, its Committees and individual members. 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/appointment or re-appointment of Managing 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 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 and Executive Management. 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 Statutory Auditors to hold office for a term of 5 (five) years until the conclusion of thirty seventh Annual General Meeting of the Company to be held for the financial year 2019-20, subject to ratification of their appointment as such by the members at every Annual General Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing thirty fourth Annual General Meeting, would be according to the terms and conditions prescribed under Section(s) 139 and 141 of the Companies Act, 2013 and rules framed there under and that they are not disqualified for appointment as Auditors within the meaning of the said Act, The Chartered Accountants Act, 1949 and the rules and regulations made there under.

The Board of Directors has re-appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the accounting records maintained by the Company in respect of specified products of the Company covered under The Companies (Cost Records and Audit) Amendment Rules, 2014 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.

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, Company Secretaries (PCS Registration no.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 2017. The Report of the Secretarial Auditor is given in Annexure-ll, 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 generally on arms’ length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure III, which is attached hereto and forms a part of the Directors’ Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee for its 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 can be accessed at web link: http://www.vtlrewa.com/pdf/ RPTPolicy%20_VTL.pdf.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE(S)

Your Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. During the year under review there was no change in the number of subsidiaries or in nature of business of subsidiaries. The subsidiaries have achieved satisfactory 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 August 24, 2016 upon termination of Joint Venture Agreement entered into by your Company along with Universal Cables Ltd. 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.

Birla Visabeira Private Limited, an existing joint venture company engaged primarily in EPC and Operation & Maintenance business in certain specific areas in the telecommunications and power infrastructure segments, is in the process of bidding for certain niche projects in India in the relevant fields. The joint venture’s financial performance was in consonance with planned business strategy.

Universal Cables Ltd. (UCL), an Associate company within the meaning of Section 2(6) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Accounting Standard (AS)-23, 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 subsidiaries, an associate company and a joint venture 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 each of three wholly owned subsidiaries, 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 and regulations 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 March 31, 2017, forms a part of the Annual Report. The Financial Statements of subsidiary companies have been prepared in the same form and manner as that of the Company.

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 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.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as provided under 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.

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 in respect of an employee of the Company are given in Annexure-VI, 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-VII, 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 March 31, 2017.

(b) The Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(c) 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.

(d) 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.

(e) There are no material changes or 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 this Report.

(f) 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 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 and esteemed customers and other business associates/institutions. Your Directors also wish to place on record their sincere thanks and infinite appreciations 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)

J.Veeraraghavan k

(DIN: 00078998)

S.K.Misra

(DIN: 00009411)

R.C.Tapuriah

(DIN: 00395997)

D.R.Bansal Directors

(DIN: 00050612)

Shiv Dayal Kapoor

(DIN: 00043634)

Kiran Aggarwal

(DIN: 06991807) /

Y.S.Lodha Managing Director

(DIN: 00052861)

New Delhi, May 15, 2017

---

Mar 31, 2016

TO THE SHAREHOLDERS

The Directors have the pleasure of presenting their Thirty Third Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2016.

SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS

	2015-16	2014-15
	Rs. in lacs	Rs. in lacs
Revenue from Operations (Gross)	102806.84	69606.32
Other Income	1788.18	1023.45
	104595.02	70629.77
The year’s working shows a -
Profit before Depreciation, Exceptional Item and Tax	13377.17	7497.38
Less : Depreciation and Amortization expense	1317.37	1005.33
: Exceptional Item	477.76	-
Profit before Tax	11582.04	6492.05
Less : Tax Expense/(Credit) : Current Tax/Minimum Alternate Tax (MAT)
(Net of MAT Credit Entitlement, if any)	3772.55	295.17
- Deferred Tax Charge	74.78	412.02
Net Profit for the Year	7734.71	5784.86

GENERAL & CORPORATE MATTERS

During the year under review, your Company delivered a robust financial performance and set new records both in terms of an all-time high Revenue and highest ever Profit from Operations, when viewed in the backdrop of highly competitive and challenging business environment prevailing in the industry. Gross revenue from operations for the year grew by around 48% to Rs.102806.84 lacs as compared to Rs.69606.32 lacs during the previous year driven by higher sales revenue in both Cables and EPC business segments. The Exports revenue including project exports, stood at Rs.7227.58 lacs during the year under review as compared to Rs.7038.61 lacs for the previous year. Despite a significant increase in finance costs with interest rates remaining at elevated levels throughout the year, the Profit (before depreciation, exceptional item and tax) for the year increased by around 80 % and stood at Rs.13377.17 lacs as compared to Rs.7497.38 lacs in the previous year primarily resulting from increased revenue from both i.e. Cables and EPC business segments and better products mix. The EPC business segment has displayed stellar financial performance both in terms of Revenue which has increased by approx.173% to Rs.55336.36 lacs, as well as profitability, which has significantly improved owing to strong execution capabilities by way of adhering to disciplined project implementation methodologies. It is noteworthy to report that the Company has developed robust skill and knowledge required for executing complex telecommunication cable network projects meeting the world class network design, engineering and construction standards. The outlook for current primary business verticals of the EPC business segment, viz. Telecom, Power and Sewerage pipeline and/or treatment, remains reasonably positive in the current year with comfortable order book in hand and more projects in the horizon.

During the year under review, your Company consolidated its position further in the telecom cable industry and launched various new innovative and cost competitive products to serve the existing and new end users. To keep pace with the latest technological advancements in the industry, your Company continued to upgrade the technology involved in various processes and systems to derive cost advantages and also to maintain its leadership position in terms of products offering.

Overall, the domestic telecom industry as a whole is expected to grow at decent levels when compared to global trends. As a committed long term telecom cable industry player, your Company has already taken steps to leverage the status of a leading end to end total solution provider in telecom cables to other business verticals like power distribution/transmission, sewerage pipelines besides incidental and allied projects thereby positioning the Company as an infrastructure solution provider in the related business verticals. The Company now has to its credit reasonable credentials, qualifying it to bid for bigger turn-key projects to drive the growth potential to greater heights in the years to come. Armed with complete product portfolio in the value chain, your Company is geared up to take on the competition by offering complete solutions in terms of both products and services to serve the customers in a best suited manner. The Company is also well positioned to cater to the ever increasing needs of the telecom service providers for mobile and fixed line network expansion in this era of huge data boom especially for building networks with optical fibre in the backbone, metro, access and last mile segments.

DIVIDEND AND RESERVES

After considering the Company’s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs.6/- (previous year Rs.5/-) per equity share of face value Rs.10/- each (i.e. 60%) for the financial year ended on March 31, 2016. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of Rs. 711.05 lacs excluding Tax on Dividend and Surcharge/Education Cess thereon. Your Board also proposed to transfer Rs. 7000.00 lacs to the General Reserve out of the amount available for appropriation leaving a surplus of Rs. 6321.51 lacs in the statement of Profit and Loss to be carried forward.

DEPOSITS/FINANCE

Your Company has not accepted any public deposits during the year 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 optimize bank borrowings during the year by focusing on cash flows and working capital management. By availing alternate funding options like issuance of Commercial Papers, your Company ensured 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 Managing Director (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), the Company has undertaken CSR activities in the areas of (i) promoting education and employment enhancing skills, (ii) making available safe drinking water, (iii) ensuring environment sustainability through green land development, (iv) measures undertaken for the benefit of armed forces veterans, war widows and their dependents, and (v) conservation of natural resources, in the area where the Company operates. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company’s CSR Policy. The CSR activities during the year were implemented through Madhav Prasad Priyamvada Birla Apex Charitable Trust, a registered trust under Section 12A of the Income Tax Act, 1961.

The Annual Report on CSR activities is given in Annexure-I, which is 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.vtlrewa.com.

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, 2016, 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 March 31, 2016 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; 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

The 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. 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, the proposed budget and plan, the Company’s strategic framework besides inherent risks associated with the products/goods dealt with by the Company as well as execution of turnkey projects of EPC business segment. Your Company’s approach to address business risks is comprehensive and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. In the view of the Board of Directors, there are no material risks, which may threaten the existence of the Company.

The Board of Directors of the 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 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. The Company has defined organization structure, authority levels, delegated powers, internal procedures, rules and guidelines for conducting business transactions. The 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 an 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.

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 to maintain high awareness levels. The Company has also stressed the need to adopt the highest safety standards on projects undertaken by the Engineering, Procurement and Construction (EPC) business segment 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 standards for its people as well as users and customers.

RECOGNITION

The Company’s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008, Environmental Management System ISO 14001:2004 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.

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.

During the year under review, there was no change in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL

Shri Y.S. Lodha, Managing Director & CEO, Shri Saurabh Chhajer, Chief Financial Officer and Shri Ashok Mishra, Company Secretary are the Key Managerial Personnel of the Company. During the year under review, there was no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K.Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and Smt.Kiran Aggarwal 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 four times viz. on May 16, 2015, August 11, 2015, November 6, 2015 and February 9, 2016.

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 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company carried out the formal annual evaluation of its own performance and that of its Committees and individual Directors, interlaid, to assess the skill set and contribution that are desired, recognizing that competencies and experiences evolves over time. 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, interlaid, 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 and Managing Director), 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, interlaid, 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/appointment or re-appointment of Managing 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 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 and Executive Management. 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 Statutory Auditors to hold office for a term of 5 (five) years until the conclusion of thirty seventh Annual General Meeting of the Company to be held for the financial year 2019-20, subject to ratification of their appointment as such by the members at every Annual General Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing thirty third Annual General Meeting, would be according to the terms and conditions prescribed under Section(s) 139 and 141 of the Companies Act, 2013 and rules framed there under and that they are not disqualified for appointment as Auditors within the meaning of the said Act, The Chartered Accountants Act, 1949 and the rules and regulations made there under.

The Board of Directors has re-appointed Messrs D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting audit of the cost records/accounts maintained by the Company in respect of specified products of the Company covered under the Companies (Cost Records and Audit) Amendment Rules, 2014 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.

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, Company Secretaries (PCS Registration no.14474) were appointed to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. 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 arms’ length basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure-III, which is attached hereto and forms a part of the Directors’ Report. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the meeting(s) of Audit Committee for its 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 updating 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 can be accessed at we blink: http://www.vtlrewa.com/pdf/ RPTPolicy%20_ VTL.pdf.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

The Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. During the year under review there was no change in the number of subsidiaries or in nature of business of subsidiaries.

Birla Ericsson Optical Limited, an existing joint venture company, established in pursuance to a Joint Venture Agreement entered into by your Company along with Universal Cables Ltd. and Ericsson Cables AB, Sweden and engaged in the business of manufacturing and sales of Telecommunication Cables and other types of specialty wire and cables has achieved satisfactory financial performance. During the year under review, a new company in the name and style of “Birla Visabeira Private Limited”, was incorporated as a joint venture company on September 15, 2015, in pursuance to a Joint Venture Agreement entered into by and between your Company and Visabeira Global SGPS., SA, Portugal with the main objectives of undertaking project business for network engineering services, construction of infrastructure, installation of networks, specialized consultancy services, operation and maintenance, etc. in certain specific areas in the telecommunications and power infrastructure segments in India and abroad. The Company is in the process of bidding for certain niche projects in India.

During the year under review, Universal Cables Ltd. has been classified as an Associate Company within the meaning of Section 2(76) of the Companies Act, 2013 read with definition of the term ‘Associate’ as per Accounting Standard (AS)-23 “Accounting for Investments in Associates in Consolidated Financial Statements” with effect from May 15, 2015 and accordingly, the financial statements of said Associate has been dealt with in the consolidated financial statements of the Company as per equity method as provided in the said Accounting Standard.

A Statement containing the salient features of the financial statements of subsidiaries, an associate company and joint venture companies 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 each of three wholly owned subsidiaries, an associate company and two joint venture companies, 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 and regulations 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 March 31, 2016, forms a part of the Annual Report. The Financial Statements of subsidiary companies have been prepared in the same form and manner as that of the Company.

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

The particulars of Loans, Guarantees and Investment 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.

EXTRACT OF ANNUAL RETURN

An Extract of Annual Return as provided under 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.

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 in respect of an employee of the Company are given in Annexure-VI, 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-VII, 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 March 31, 2016.

(b) The Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.

(c) 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.

(d) The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) 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.

(e) There are no material changes or 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 this 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, vendors, esteemed customers and other business associates. Your Directors also wish to place on record their sincere thanks and infinite appreciations 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)

J. Veeraraghavan (

(DIN: 00078998)

S.K. Misra (DIN:00009411)

R.C. Tapuriah (DIN: 00395997)

D.R. Bansal Directors

(DIN: 00050612)

Shiv Dayal Kapoor (DIN: 00043634)

Kiran Aggarwal (DIN: 06991807)

Y.S. Lodha Managing Director

(DIN: 00052861)

New Delhi, May 19, 2016

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting their Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2015.

ACCOUNTS & FINANCIAL MATTERS

2014-15 2013-14 Rs. in lacs Rs. in lacs

Revenue from Operations (Gross) 69606.32 45237.86

Other Income 1023.45 636.81

70629.77 45874.67

The year''s working shows a -

Profit before Depreciation and Tax 7497.38 3127.38

Less : Depreciation and Amortisation expense 1005.33 552.82

Profit before Tax 6492.05 2574.56

Less: Current Tax (MAT) (Net of MAT Credit Entitlement, if any) 295.17 484.25

Income Tax for earlier years - 4.08

Deferred Tax Charge 412.02 -

Net Profit for the year 5784.86 2086.23

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported a best ever performance in its history, both in terms of Revenue and Profit from Operations, when viewed in the context of intensely competitive landscape prevailing in the industry. Gross revenue from operations for the year grew by around 54% to Rs.69606.32 lacs as compared to Rs.45237.86 lacs during the previous year mainly driven by higher sales revenue in cables business segment. The Exports revenue including project exports, stood at Rs.7038.61 lacs during the year under review as compared to Rs 4185.07 lacs for the previous year. Despite a significant increase in finance costs with interest rates remaining at elevated levels throughout the year, the Profit (before depreciation and tax) for the year increased by robust 140% and stood at Rs.7497.38 lacs as compared to Rs.3127.38 lacs in the previous year due to increased revenue from both i.e. cables and EPC business segments and better products mix. Although the EPC business segment recorded comparatively moderate growth in Revenue which increased by approx. 32% to Rs.20071.01 lacs, its profitability improved substantially owing to gradual strengthening of execution capabilities and award of a large project after a long wait in telecom cable networking arena in which the Company possesses requisites skill and knowledge quotient meeting the contemporary technological requirements. The current business verticals of the EPC segment, viz. Telecom, Power and Sewerage pipeline are now geared up for sustained improvement in performance with comfortable backlog of orders in hand and in pipeline.

During the year under review, your Company consolidated its position further in the industry through optimum capacity utilisation and new products launches as per evolving industry standards. To keep abreast with the latest trends in the industry, your Company was also vigilant about technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness.

The domestic telecom cable industry is expected to grow at a reasonable pace over the medium-term but competitive conditions are likely to persist. As per conceived strategy, the Company has been fairly successful in de-risking its business model during last few years from being a manufacturer of telecommunication cables to a comprehensive end-to-end solution provider across the broader communications industry networks besides diversifying into power distribution and sewerage pipeline projects, etc. The Company''s focus in future, therefore, shall be to sustain momentum in both the business segments namely, cables and EPC, by leveraging its inherent strength of products development as per evolving industry standards and superior project execution capabilities to drive both the near-term and long-term growth. With a view to achieve a better value addition in certain niche telecommunication cable products, the Company has equipped itself for supplying connectorised cable assemblies for various carrier network applications and is geared to meet the increasing demand for such products in the domestic and overseas market places. The recent spectrum auction by the Government of India will lead to accelerated investment by telecom operators in data network expansion including last mile connectivity through deployment of fibre in addition to rolling out new networks and upgrading the existing ones. The Company, therefore, envisages a new stream of revenue from Fibre-To-The-Home and last mile connectivity cable products and accordingly has equipped itself for manufacturing and supplying products, the full benefit of which is expected to accrue in future which will further add to the performance of the Company.

DIVIDEND AND RESERVES

After considering the Company''s profitability, free cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs. 5/- per equity share of Rs.10/- each (i.e. 50%) for the financial year ended March 31, 2015. The total quantum of Dividend on equity shares, if approved by the Members, will be about Rs. 592.54 lacs while about Rs 120.63 lacs will be paid by the Company towards Tax on Dividend and Surcharge/Education Cess thereon. Your Board also recommends a transfer to General Reserve of Rs. 1141.15 lacs leaving a surplus of Rs. 6350.48 lacs in the statement of Profit and Loss to be carried forward.

DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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), the Company has undertaken CSR activities in the areas of promoting education and employment enhancing skills directed towards improving the quality of life and increasing the resources of the surrounding communities, in the area where the Company operates.

These activities are largely in accordance with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR activities during the year were implemented through Madhav Prasad Priyamvada Birla Apex Charitable Trust, a registered trust under Section 12A of the Income Tax Act, 1961.

The Annual Report on CSR activities is given in Annexure-I, which is 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 March 31, 2015, 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 31,2015 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

The 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. Additionally, the Audit Committee and the Board of Directors provide risk oversight through their review of potential risks which could negatively impact the operations, the proposed budget and plan, the Company''s strategic framework and any risks that may negatively impact it besides inherent risks associated with turnkey projects of EPC business segment. The management is committed to ensure an effective internal control environment commensurate with the size, scale and complexity of the operations, which provides assurance on the efficiency of the Company''s operations and safety/security of its assets besides orderly and legitimate conduct of Company''s business in the circumstances, which may reasonably be foreseen. The Company has defined organisation structure, authority levels delegated powers, internal procedures, rules and guidelines for conducting business transactions.

The 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 thereunder and all other applicable regulatory / statutory guidelines, etc. for disclosure with reference to financial statements. The Company''s internal controls over financial reporting interalia includes the policies and procedures that pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP in India and in compliance to other applicable statutory and regulatory provisions, provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of Company''s assets that could have a material effect on the financial statements and for preventing and detecting fraud and other irregularities or deliberate mis-statements. Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations. The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

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 the growth and performance of the Company 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 to maintain high awareness levels. The Company has also stressed the need to adopt the highest safety standards on Engineering, Procurement and Construction EPC business segment projects with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. 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

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

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 are not included in the total number of directors of the Company. Accordingly, Shri D.R.Bansal [DIN 00050612], 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.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Kiran Aggarwal [DIN 06991807] was appointed as an Additional Director in the category of Non-executive Independent Director w.e.f. 10thNovember, 2014 and she holds office as such up to the date of ensuing Annual General Meeting. Smt. Kiran Aggarwal is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. The Company has received requisite notice in writing from a member proposing her candidature as an Independent Director at the ensuing Annual General Meeting. Your Board based on the recommendation of the Nomination and Remuneration Committee recommends appointment of Smt. Kiran Aggarwal as Independent Director not liable to retire by rotation for a period of 5 years with effect from 10th November, 2014.

Having regard to the qualifications, wide range of professional experience and 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 of the Company for a period of five years with effect from 4th November, 2015 subject to approval of shareholders at the ensuing Annual General Meeting of the Company.

The details of Directors/Managing Director 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.

KEY MANAGERIAL PERSONNEL

During the year under review Shri R. Radhakrishnan, President (Commercial) & Secretary retired from the services of the Company w.e.f. August 14, 2014 consequent to attainment of superannuation as per Company''s policy. The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed two new key managerial personnel during the year under review viz. Shri Ashok Mishra as Company Secretary w.e.f. August 14, 2014 and Shri Saurabh Chhajer as Chief Financial Officer w.e.f. February 7, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K.Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and Smt.Kiran Aggarwal 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 and Clause 49 of the Listing Agreement with stock exchanges. 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 in the Companies Act, 2013, rules made thereunder as well as relevant provisions of Clause 49 of the Listing Agreement with stock exchanges.

MEETINGS OF BOARD AND COMMITTEES

During the year under review, the Board met four times viz. on May 19, 2014, on August 9, 2014, on November 10, 2014 and on February 7, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Report on Corporate Governance.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Clause 49 of the Listing Agreement, the Board of Directors of the Company carried out the formal annual performance evaluation of all the Directors and also its self-evaluation process, interalia, to assess the skill set and contribution that are desired, recognising that competencies and experiences evolves over time. 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 structured self-assessment and 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 reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee. A statement in detail 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 manner of selection of Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/appointment or re-appointment of Managing Director based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed thereunder. 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 and Executive Management. The said policy earmark the principles of remuneration and ensures a well balanced and performance related compensation package taking into account shareholders'' interest, industry practices and relevant corporate regulations in India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and 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. 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 Statutory Auditors to hold office until the conclusion of the ensuing Annual General Meeting of the Company. Since Messrs V. Sankar Aiyar & Co. 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 Statutory Auditors of the Company for another term of 5 (five) years from the conclusion of the ensuing Annual General Meeting (32nd AGM) till the conclusion of fifth consecutive Annual General Meeting (37th AGM) hereafter, 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 thereunder. A certificate has been received from them to the effect that their 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 thereunder.

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 specified products of the Company covered under The Companies (Cost Records and Audit) Amendment Rules, 2014 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.

AUDITORS'' 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.

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 were appointed to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. There are no adverse remarks or observations made by Messrs R.K.Mishra & Associates in the Secretarial Audit Report. The Report of the Secretarial Auditor is given in Annexure-II, which is attached hereto and forms a part of the Directors'' Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year under review by the Company were on an arm''s length basis and in the ordinary course of business. There are no material significant related party transactions made 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 approval. Prior omnibus approval of the Audit Committee is obtained for the 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 approval on quarterly basis. The company has developed a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions. The policy on Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the company''s website and the same is available at the weblink http://www.vtlrewa.com/pdf/RPTPolicy%20_VTL.pdf

SUBSIDIARY COMPANIES AND JOINT VENTURE

The Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

Birla Ericsson Optical Limited was established as a joint venture company, in pursuance to a Joint Venture Agreement entered into by your Company alongwith Universal Cables Ltd. and Ericsson Cables AB, Sweden. Your Directors are pleased to inform that Birla Ericsson Optical Ltd. has achieved satisfactory financial performance during the year under review. There has been no change in the number of subsidiaries or in nature of business of subsidiaries or the Joint Venture.

A Statement containing the salient features of the financial statement of subsidiaries and a joint venture 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 part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the audited Consolidated Financial Statements form part of the Annual Report. The Financial Statements of subsidiary companies have been prepared in the same form and manner as that of the Company.

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

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

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

As required under Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each Director to the median employee''s 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.

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.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of an employee 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 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 on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

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

(e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 and 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)

J.Veeraraghavan (DIN:00078998)

S.K.Misra (DIN: 00009411)

R.C.Tapuriah (DIN: 00395997)

D.R.Bansal (DIN: 00050612) Directors

Pracheta Majumdar (DIN: 00179118)

Shiv Dayal Kapoor (DIN: 00043634)

Kiran Aggarwal (DIN: 06991807)

Y.S.Lodha Managing Director (DIN:00052861)

New Delhi, May 16, 2015

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Mar 31, 2014

Dear Shareholders

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

ACCOUNTS & FINANCIAL MATTERS 2013-14 2012-13 Rs.in lacs Rs.in lacs

Revenue from operations (gross) 45237.86 35815.84 Other income 636.81 917.40 45874.67 36733.24

The year''s working shows a

Gross Profit (after Interest) of - 3127.38 1064.37

Less : Depreciation and Amortisation expense 552.82 476.62

Profit before Tax 2574.56 587.75

Current Tax(MAT) 484.25 13.81

Income Tax for earlier years 4.08 -

Net Profit for the year 2086.23 573.94

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported a continued improved performance when viewed against the backdrop of extremely challenging business context in which it was achieved. Gross revenue from operations for the year grew by 26.30% to Rs. 45237.86 lacs as compared to Rs. 35815.84 lacs during the previous year. The Exports revenue including project exports, stood at Rs. 4185.07 lacs during the year under review as compared to Rs. 3824.19 lacs for the previous year. Despite a significant increase in finance costs with interest rates remaining at elevated levels throughout the year, the Gross Profit (before interest) for the year increased by 193.82% and stood at Rs. 3127.38 lacs as compared to Rs. 1064.37 lacs in the previous year mainly due to increased revenue from cables business segment. Although the EPC business segment recorded moderate growth in Revenue which increased by 12.54% to Rs. 15344.19 lacs, its profitability was impacted on account of the competitive market environment coupled with slow down in the business verticals in which EPC segment of the Company operates. The current business verticals of the EPC Division viz. Telecom, Power and Sewerage pipeline building are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins and a special emphasis on sewerage pipelines and telecommunication networks in which the Company possesses requisites skill and knowledge quotient meeting the contemporary technological requirements.

The domestic telecom cable industry is expected to grow at a reasonable pace over the medium-term. During the year under review, your Company consolidated its pre-eminent position in the industry through capacity augmentation and new product launches at its OFC plant which became operational at the end of the financial year. The full benefit of expansion is expected to accrue in future which will further strengthen the performance of the Company. To keep abreast with the latest trends in the industry, your Company shall continue to accord priority for technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness. Your Company''s consciously pursued strategy of de-risking the infrastructure of traditional PIJF Cables business by scaling up the production facilities for Quad, Railway Signaling and other specialty copper cables has yielded positive results in terms of sustained market share and margin improvement.

Your Company continues to focus on developing new products by innovation and as per the latest industry requirements, which will further strengthen its competitiveness in both domestic and export market places, leading to overall improved operational efficiency.

DIVIDEND

After considering the Company''s profitability, cash flow and overall financial performance, the Board of Directors of the Company is pleased to recommend a Dividend of Rs. 2.00 per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended March 31, 2014. The total quantum of Dividend, if approved by the Members, will be about Rs. 237.02 lacs while about Rs. 40.28 lacs will be paid by the Company towards Dividend Distribution Tax and Surcharge thereon. Your Board also recommends a transfer to General Reserve of Rs.200.00 lacs leaving a surplus of Rs. 2419.94 lacs in the statement of Profit and Loss to be carried forward.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 profit for the year ended March 31, 2014;

. proper and sufficient care has 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 March 31, 2014 have been prepared on a ''going concern'' basis.

JOINT VENTURE

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson Cables AB, Sweden has posted encouraging 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 a volatile and uncertain 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 to maintain high awareness levels. The Company has also stressed the need to adopt the highest safety standards on EPC business segment projects with the emphasis on ensuring that safety on all projects under execution are given a great deal of importance. The Company will also revisit its safety standards and norms from time to time in order to raise the bar of safety for its people as well as users and customers.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Directors are pleased to inform that Engineering Export Promotion Council - Western Region has awarded the Company with a trophy for "Star Performer” as medium enterprise in the product group of project exports for outstanding contribution to engineering exports during the year 2011-12, which reflects its successful strategies.

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 Pracheta Majumdar, 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 Shiv Dayal Kapoor was appointed as an Additional Director designated as an Independent Director w.e.f. May 19, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri Shiv Dayal Kapoor for appointment as an Independent Director, not liable to retire by rotation at the ensuing Annual General Meeting.

Pursuant to Section 149(6) of the Companies Act, 2013, Directors are required to inform their status as to ‘Independent Director'' (ID) in the first meeting of the Board of Directors held from April 1, 2014. Accordingly three of the Directors of your Company viz.

(i) Shri J.Veeraraghavan, (ii) Shri S.K. Misra and (iii) Shri R.C.Tapuriah 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 May 19, 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 April 1, 2014. Your Board has deemed it prudent and recommended to the Shareholders their appointment as IDs for a period upto 5 years 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.

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 and the period for which the firm has held office as Auditors prior to the commencement of the Companies Act, 2013 shall be taken into account for calculating the period of five or ten consecutive years, as the case may be. In other words, the Company can make appointment of auditors for five years at a time. Since Messrs V. Sankar Aiyar & Co. has been functioning as Auditors of the Company since last four 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 Statutory Auditors of the Company for one year to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, subject to ratification by shareholders.

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 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 September 27,2013 and September 05, 2013 respectively.

AUDITORS'' 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements” read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said Circular.

The Financial Statements of the subsidiary companies and other detailed information shall be made available to the members seeking such information at any point of time. The annual accounts of the subsidiary companies will also be available for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and 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 executives, staff and workers.

Yours faithfully, Harsh V.Lodha Chairman

J.Veeraraghavan S.K.Misra R.C.Tapuriah Directors D.R.Bansal

Y.S.Lodha Managing Director

New Delhi, May 19, 2014

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Mar 31, 2013

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

ACCOUNTS & FINANCIAL MATTERS

2012-13 2011-12 Rs. in lacs Rs. in lacs

Revenue from operations (gross) 35815.84 26277.30

Other income 917.40 681.96

36733.24 26959.26

The year''s working shows a Gross Profit/(Loss) (after Interest) of - 1064.37 (824.52)

Less : Depreciation and Amortisation expense 476.62 475.76

Profit/(Loss) before Tax 587.75 (1300.28)

Current Tax(MAT) 13.81 -

Income tax and fringe benefit tax charge/ (credit) of earlier years - 3.18

Net Profit/(Loss) for the year 573.94 (1303.46)

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company has reported improved performance; achieving higher revenue from operations by 36.30%. The year 2012 witnessed the heightened regulatory uncertainty in the telecom sector, which forced all the stakeholders in the industry, to play safe in terms of reduced network roll-out, which affected your company''s overall business outlook. However, the current year promises full of new projects being lined up by major companies in public sector such as Bharat Broadband Network Limited (BBNL) for its National Optical Fibre Network Project (NoFN), BSNL''s Network for Spectrum (NFS) for Defence forces. In private sector, a leading Telecom player''s roll out of a country-wide 4G LTE network using high fibre count ribbon type OF cable and all other private telecom operators'' plan of enhancing their network reach for their 2G and 3G networks, etc. will add wings to the government''s initiatives. The last budget presented in the Parliament, which is being regarded as realistic hinge on growth and development, will definitely pave the way for growth in the infrastructure to significant levels which indirectly will contribute to the performance of Company''s EPC Division, in the near future.

The gross revenue from operations for the year under review increased to Rs.35815.84 lacs as compared to Rs.26277.30 lacs during the previous year mainly due to increased revenue from cables business by 49.64% (Rs.21307.39 lacs vs. Rs.14239.27 lacs in the previous year). The increased revenue paved the way for higher profitability despite a significant increase in finance costs.

A focused approach by debottlenecking the PIJF Copper Telecom cable production facilities to Railway Quad, Signaling and other specialty copper cables has enhanced the performance of your company in a considerably way, by contributing 40% of the cable division''s revenue with better market share, which is worth mentioning. Also the increased off take of optical fibre cable by a leading public sector telecom operator and other important private operators coupled with continuous improvement in export markets has added to the top line performance significantly. As the Company has already focused on clear and consistent priorities to invest in the future to create increased and new revenue streams by continuously upgrading and modernizing the production facilities, the demand for telecom cables which is likely to witness considerable growth with the emergence of government''s initiatives and other private customers will be met and the Company can continue to deliver quality products and enjoy customers'' loyalty for products which are witnessing expanding volumes.

Your Directors believe the demand for telecom cables will gain a fillip as the NOFN project will be requiring, laying of fibre to pre-last mile stage, which is aimed at reaching 250,000 gram panchayats. In addition to the above, the government''s commitment to improve the infrastructure sector will also generate more revenue for your Company''s EPC Division to grab major projects in the power and telecom sectors.

The EPC Division sales increased from Rs.11582.80 lacs to Rs.13654.12 lacs, an increase of 17.88% compared to the previous year. The current business verticals of the EPC Division viz. Telecom, Power and Sewerage pipeline building are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins with a special emphasis on Sewerage pipeline projects.

To keep abreast with the latest trends in the industry, your Company has been continuously augmenting and upgrading the production facilities, with a close watch on cost controls. To have better operational income, your company is adopting a continuous improvement approach by way of optimum resource utilization, prudent sourcing practices of all materials required across different business verticals. Your Company would continue to develop new products by innovation and as per the latest industry requirements, which will further strengthen its competitiveness in both domestic and export market places, leading to customers'' bliss and improved operational efficiency.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 profit for the year ended March 31, 2013;

- proper and sufficient care has 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 March 31, 2013 have been prepared on a ''going concern'' basis.

JOINT VENTURE

Your directors are pleased to inform that Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. 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.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

Your Company is pleased to inform that Engineering Export Promotion Council, which is a body constituted under Union Ministry of Commerce and Industry, has given the award of Star Performer in the export segment for the Company''s various products and services for the year 2010-11.

DIRECTORS

The Board of Directors of the Company at its meeting held on October 31, 2012 has re-appointed Shri Y.S.Lodha as the Managing Director of the Company for a further period of 3 (Three) years with effect from November 4, 2012 to November 3, 2015 for which requisite approvals including from shareholders of the Company vide a Special Resolution passed at the Extra-Ordinary General Meeting held on December 10, 2012 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 J.Veeraraghavan, 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 Annual Report.

AUDITORS

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

Your Company has appointed Messrs D.Sabyasachi & Co., Cost Accountants, 97/2, Suren Sarkar Road, Beleghata, Trikon Park, Kolkata - 700010 as Cost Auditors for conducting audit of the cost accounts maintained by the Company in respect of cables. 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 09.01.2013 respectively.

AUDITORS'' 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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated February 8, 2011, the audited Accounts and Reports of Board of Directors and Auditors of the Company''s subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard (AS)-21 read with Accounting Standard (AS)-23 forming part of this Annual Report include the financial information of the subsidiary companies. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

The Directors appreciate and value the contributions made by every member of the VTL family.

Yours faithfully,

Harsh V. Lodha Chairman

J. Veeraraghavan

S.K. Misraq2 Directors

R.C. Tapuriah

D.R. Bansal

Y.S. Lodha Managing Director

New Delhi, May 21, 2013

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Mar 31, 2012

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

ACCOUNTS & FINANCIAL MATTERS

2011-12 2010-11 Rs. in lacs Rs. in lacs

Revenue from operations (gross) 26277.30 20451.26

Other income 681.96 1081.51

26959.26 21532.77

The year's working shows a Gross Profit/(Loss) (after Interest) of - (824.52) 843.37

Less : Depreciation and Amortisation expense 475.76 462.12

Profit/(Loss) before Tax (1300.28) 381.25

Income tax and fringe benefit tax credit of earlier years 3.18 (0.79)

Net Profit/(Loss) for the year (1303.46) 382.04

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company's revenue from operations was higher than the previous year by 28.49%. This is appreciable given the fact that telecommunications sector in India has been facing considerable uncertainty in the recent past due to unfavourable regulatory environment, which has slowed down the domestic capex cycle of the telecom operators. As a consequence telecommunications cables manufacturers have had to struggle for business with lower volumes and longer credit periods. Despite this major but temporary aberration leading to reduced telecommunications cables consumption during the year under review, pent- up demand is expected to remain strong. However the magnitude and timing will depend upon clarity on major policy issues and consequent resource allocations by the Government and the telecom operators. In addition to this, the liquidity constraints and slow decision making process in the power and telecommunications infrastructure sectors in India where huge upfront investment commitment is a pre-requisite, have led to uninspiring performance by Company's EPC Division as the anticipated growth did not materialize.

The gross revenue from operations for the year under review increased to Rs. 26277.30 lacs as compared to Rs. 20451.26 lacs during the previous year mainly due to increased revenue from cables business by 55.39% (Rs.14100.29 lacs vs. Rs.9074.26 lacs in the previous year) and a modest increase of Rs. 736.08 lacs in EPC Division (Rs.11498.24 lacs vs. Rs. 10762.16 lacs of previous year). Your Company's consciously pursued strategy of de-risking the infrastructure of traditional PIJF Cables business by scaling up the production facilities for Quad, Railway Signaling and other speciality copper cables has yielded positive results in terms of increased market share, margin expansions and sustainability. The Company will continue to focus on delivering outstanding and differentiated products and developing customers' loyalty for these products which are witnessing expanding volumes.

However, despite the increase in the overall revenue, the Company suffered a gross loss of Rs.824.52 lacs for the year as against the gross profit of Rs.843.37 lacs during the previous year mainly on account of lower than anticipated volume of business, intense competition leading to compromise on margins, longer working capital cycle due to financial strife faced by the ultimate customers in Power & Telecom sectors, higher finance costs and negative foreign exchange rate fluctuation.

Your Directors believe that Government shall decide the final framework of the new telecom policy which will eventually pave the way for speedy implementation of broadband infrastructure projects including laying of a nationwide OFC network to bring more than one million villages into high speed internet. Your Company is already geared up to exploit such a huge business opportunity.

The EPC Division sales increased from Rs.10762.16 lacs to Rs.11498.24 lacs, an increase of 6.84% compared to the previous year. During the year under review the EPC Division's operating performance came under stress due to lower margins, liquidity constraints with the customers and general depression in the business segment it operates. However, the current business verticals of the EPC Division viz. Telecom, Power and Gas distribution pipelines are now geared up for improved performance with change in backlog order composition with enhanced EBITDA margins. Your Company also awaits the final outcome of tenders floated by BSNL for supply and laying of a dedicated nationwide alternate communication network for Defence forces in which your Company alongwith consortium members had emerged as the lowest bidders for two of the packages and also for the Navy OFC Network project where your Company emerged as the lowest bidder.

In view of fast changing trends in the industry, your Company continues to accord priority to control operating costs by deploying contemporary technologies and practices including outsourcing, to keep the business humming. Additionally, planned sourcing of materials and resource optimization across different verticals of EPC Division will eventually ensure higher operating margins. Your Company would continue to accord thrust on development of new products as per evolving industry standards, which will further strengthen its competitive abilities in domestic and overseas market places and improve upon operational performance.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 March 31, 2012;

- proper and sufficient care has 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 March 31, 2012 have been prepared on a 'going concern' basis.

JOINT VENTURE

In view of the depressed market conditions, Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson Cables AB, Sweden has unfortunately shown a downturn in financial performance during the year under review.

Your directors are pleased to inform that your Company has entered into a joint venture agreement for setting up a project in the Kingdom of Saudi Arabia for, interalia, manufacturing and sale of Optical Fibre Cables, FTTx, connectivity products & accessories, etc. in order to exploit the emerging business opportunities in Middle East and North Africa regions. Your company also envisages to provide technical support to the new joint venture company for manufacturing Optical Fibre Cables through a technical collaboration agreement.

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.

RECOGNITION

The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System ISO 9001:2008 and Environmental Management System ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri R.C.Tapuriah and Shri D.R.Bansal, 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 Annual Report.

AUDITORS

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

Messrs D.Sabyasachi & Co., Cost Accountants have been appointed as the Cost Auditors of the Company for audit of cost accounts relating to Cables.

AUDITORS' REPORT

Notes to the Financial Statements are self explanatory and therefore, do not call for any further comments or explanations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 "Consolidated Financial Statements" read with Accounting Standard (AS)-27 "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached and forms part of the Annual Report. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated February 8, 2011, the audited Accounts and Reports of Board of Directors and Auditors of the Company's subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard (AS)-21 read with Accounting Standard (AS)-23 forming part of this Annual Report include the financial information of the subsidiary companies. None of the subsidiary companies is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

The Directors appreciate and value the contributions made by every member of the VTL family.

Yours faithfully,

Harsh V. Lodha Chairman

J. Veeraraghavan

S.K. Misra Directors

R.C. Tapuriah

D.R. Bansal

Y.S. Lodha Managing Director

New Delhi, May 16, 2012

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Mar 31, 2011

TO THE SHAREHOLDERS

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

ACCOUNTS & FINANCIAL MATTERS

2010-11 2009-10 Rs. in lacs Rs. in lacs

Turnover (Gross) 20314.26 20908.34

Other Income 1218.51 846.61

21532.77 21754.95

The year’s working shows a Gross Profit (after Interest) of – 843.37 1577.63

Less : Depreciation/Amortisation 462.12 421.23

Profit before Tax 381.25 1156.40

Income Tax and Fringe Benefit Tax credit of earlier years (0.79) (2.09)

Net Profit for the year 382.04 1158.49

Credit Balance brought forward 1158.49 –

Surplus carried to Balance Sheet 1540.53 1158.49

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, telecom cable industry in general has been adversely impacted as a consequence of ambiguity on policy and regulatory framework in the telecom sector of the Government as an aftermath of the 2G spectrum episode. This has significantly affected the financial performance of your Company. Amidst the challenging operating environment during the year, one of the Company's major customers, BSNL, did not place any order for Jelly Filled Telephone Cables and gave a counter offer for supplying optical fibre cables at economically unviable price levels, which your Company declined. The network expansion plans of telecom operators were also put on hold due to an unclear roadmap for future business and liquidity constraints. The lower sales in the domestic market were somewhat offset by the Company's push for higher exports of telecommunication cables and increased revenue from EPC Division, thus the total turnover was only marginally lower by 2.84% at Rs.203.14 crores as compared to previous year. However, prevailing sluggish market conditions and further erosion in prices of telecommunication cables due to lower demand and internecine competition negatively impacted the profitability during the year under review.

Domestic turnover from Jelly Filled Telephone Cables was significantly down both in volume and value terms during the year, and the Company is carrying out business transformation to realign increased sales from exports and manufacture of specialty cables, while defocusing from a single dominant client.

Despite the domestic telecommunication cables market having shrunk and a general decline in the prices of Optical Fibre Cables, the Company believes that in the long term the proposed new National Telecom Policy and National Broadband Policy will lay the foundation for a massive rollout of Optical Fibre Cable network across the country.

To exploit such a huge business opportunity the Company has already invested in areas of new revenue streams by upgrading and modernizing the production facilities besides knowledge updation of human talent to sustain superior and consistent product quality and flexible production capacity.

The EPC Division sales increased from Rs.8985.93 lacs to Rs.10762.16 lacs an increase of 19.77% compared to the previous year. The current business verticals of the EPC Division viz. Telecom, Power and Gas distribution pipelines are comfortable with a backlog of orders and your Board is confident that the Division's positive business momentum will continue in future. As an additional revenue stream, the Company has embarked on roll out of OFC Networks under Infrastructure Provider (IP-1) License. This allows operators to use readymade networks and reduce their capex expenditure, while providing your Company with a steady revenue growth. Your Company has also added another vertical in EPC Division to offer end-to-end LED lighting solutions and related projects. The LED lighting solutions are environmental friendly, help reduce operational costs, improve productivity and alleviate the world's most pressing environmental challenges. With a strategy in place to expand the business verticals and markets, gradual strengthening of the ability to provide superior customer services and excellence in project delivery through project management capabilities, knowledge management and robust quality system, the EPC Division is poised to achieve a reasonable growth in the years to come.

The year under report could have been a transformative year for the EPC Division, as the Company along with its consortium partners expended sizeable time and managerial resources to successfully bid for two prestigious projects to establish a state-of-the- art dedicated OFC network for the Defence and Navy. Although your Company was declared the lowest bidders in August, 2010 for two packages of Network For Spectrum (NFS) project for Defence and also for the Navy OFC Network project being executed through BSNL, the respective tenders have not yet been decided.

With the Company following a very disciplined and focused globalization approach by aggressively targeting pockets where external copper telecom cable network are still being laid and with a mission of becoming an important key player in the EPC Division with a global footprint, the Company is strategically and operationally building for a bright future.

Your Company completed 25 years in March, 2011. It is a matter of great pride and reflective of the indomitable spirit driven by values and powered by internal vitality. Your Board and all employees look forward to the future with confidence and stand committed to creating a brighter future for all stakeholders.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 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 March 31, 2011;

- proper and sufficient care has 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 March 31, 2011 have been prepared on a 'going concern' basis.

JOINT VENTURE

In view of the depressed market conditions, Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson AB, Sweden has unfortunately shown a downturn in financial performance during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. The Board wishes to place on record its sincere appreciation for the contribution made by the employees to the significant improvement in operational performance of the Company, their commitment and dedicated efforts in most difficult and challenging 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.

RECOGNITION

The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System IS/ISO 9001:2008 and Environmental Management System IS/ISO 14001:2004. During the year, the audits for these Certifications established continuous improvement in performance against these standards.

DIRECTORS

Shri Harsh V.Lodha was appointed as Chairman of the Board of Directors of the Company with effect from December 22, 2010.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri S.K.Misra and Shri Pracheta Majumdar, 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 Annual Report.

AUDITORS

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

Messrs D.Sabyasachi & Co., Cost Accountants have been appointed as Cost Auditors for Cost Audit in respect of Cables.

AUDITORS’ REPORT

Notes to the Accounts are self explanatory and therefore, do not call for any further comments or explanations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS-21) "Consolidated Financial Statements" read with Accounting Standard (AS-27) "Financial Reporting of Interests in Joint Venture", the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from subsidiaries and a joint venture company, as approved by their respective Board of Directors.

SUBSIDIARY COMPANIES

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of subsidiaries of the Company, forms part of the Annual Report.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the documents relating to subsidiary companies as provided in Section 212(1) of the Companies Act, 1956 have not been attached with the Balance Sheet of the Company. The Company will make available hard copies of these documents, upon written demand by any member of the Company interested in obtaining the same at any point of time. These documents will also be kept at the Registered Office of the Company as well as respective subsidiary companies for inspection by any member of the Company. The consolidated financial statements presented by the Company include audited financial statements of its all subsidiaries, which are non-listed Indian companies. None of the subsidiary company is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

The Directors appreciate and value the contributions made by every member of the VTL family.

Yours faithfully,

Harsh V. Lodha Chairman

J. Veeraraghavan

S.K. Misra

R.C. Tapuriah Directors

D.R. Bansal

Pracheta Majumdar

Y.S. Lodha Managing Director

New Delhi,

July 14, 2011

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Mar 31, 2010

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

ACCOUNTS & FINANCIAL MATTERS 2009-10 2008-09 Rs. in lacs Rs. in lacs

Turnover (Gross) 20908.34 27756.83

Other Income 854.99 648.93

21763.33 28405.76

The year’s working shows a Gross Profit /(Loss) (after Interest) of - 1577.63 (401.12)

Less: Depreciation/ Amortisation 421.23 535.24

Profit/(Loss) before Tax 1156.40 (936.36)

- Tax Credit of earlier years (2.09) (17.37)

- Deferred Tax (Credit) — (0.71)

- Fringe Benefit Tax — 17.75 Net Profit/(Loss) for the year 1158.49 (936.03) Credit Balance brought forward — 749.68 Adjusted by transfer from General Reserve — 186.35 Surplus carried to Balance Sheet 1158.49 —

Your Directors regret their inability to recommend any equity dividend for the year in order to conserve cash resources for future business requirements.

GENERAL & CORPORATE MATTERS

During the year under review, your Company has exhibited improved financial performance despite a significant decrease in turnover driven primarily by volume and price decline in the telecommunication cables business. However, lower volumes in domestic market were offset somewhat by higher exports to Europe, Middle East, SAARC countries and countries in the African continent where the Company successfully added new customers. The improvement in the profitability is attributable to superior financial performance of the EPC Division which has contributed handsomely in achieving the profits. The Company’s gross turnover decreased by approx. 25% and stood at Rs.20908.34 lacs during the year under review as against Rs.27756.83 lacs during the corresponding previous year. Your Company earned a gross profit (after interest) of Rs.1577.63 lacs as compared to a loss of Rs.401.12 lacs, a positive swing by Rs.1978.75 lacs, with reference to the previous year. This is a noteworthy performance considering the extreme volatility in commodity raw-materials where a significant part of the price increase could not be passed on to the customers.

Turnover in Jelly Filled Telephone Cables was significantly down both in volume and value terms during the year, as the Company’s major customer, Bharat Sanchar Nigam Ltd. stayed away from floating a new tender due to negative growth in fixed line telephone subscribers base. The demand from other private operators also remained restricted for maintenance of networks to a major extent which added to the woes of the JFTC manufacturers.

Further, a cautious investment approach by telecom operators for networks expansion reduced volumes and turnover of optical fibre cables business and negatively impacted the overall profitability, volume and turnover. Lower demand of Ribbon type high fibre count Optical Fibre Cables from Bharat Sanchar Nigam Ltd. coupled with predatory pricing for other types of optical fibre cables have also contributed in reduced turnover to a significant extent. However, after overcoming several hiccups and roadblocks, the Government’s decision to auction the 3G Spectrum during the course of ensuing financial year and planned investment for extending affordable broadband connectivity to all villages by leveraging infrastructure and augmentation of optical fibre cables network will provide a major thrust to the capacity utilisation of the optic fibre cable plant.

Despite telecommunication cables market lagging the growth in economy, in longer term the Company believes that the appetite for higher bandwidth and renewed impetus of the Government on penetration of broadband connectivity in the country will drive demand for telecommunication cables. The Company has therefore put in place clear and consistent priorities to invest in the future to create increased and new revenue streams by continuously upgrading and modernising the production facilities with a specific focus on reduction in costs and protecting financial health by conserving cash.

During the year under review, your Company maintained its share in the supply of quad cables to Railways and other private customers. Other new products like Simplex Cable, Micro Cable, Premise Cable, Control and Instrumentation Cables have already enabled the Company to move forward and attain a fair market share immediately.

The Company’s vision to be a benchmark solution provider by undertaking turnkey projects through the new EPC Division has paved the way for this year’s impressive performance and also for a significant growth in the immediate future. The EPC Division has clocked a turnover of Rs.8985.93 lacs as against Rs.4080.51 lacs in the previous year and lived up to the expectation and potential envisaged at the beginning of the financial year under review. As mentioned in your earlier Directors’ Report the EPC Division has completed the first overseas project awarded by a globally renowned telecom operator in connection with laying of optical fibre cables. The EPC Division will play a major role in realising the Company’s mission with the entire Indian economy moving towards infrastructure development through power, telecom and other areas as your Company has already established a solid foundation in these domains. The current business verticals of the EPC Division viz. telecom, power and Gas distribution pipelines are already comfortable with backlog of orders and your Board is confident that the Division’s positive business momentum will continue and enable your company to deliver better results in future. With the increasing importance of human resources in different business verticals of EPC Division, emphasis has been laid on capability building and enhancing the effectiveness of specialised teams besides strengthening the leadership.

Your Company has identified the acute shortage of trained manpower for both the rollout and subsequent operation and maintenance of the OFC and FTTx networks by major telecom operators and has converted it into an opportunity to make a Training Institute as a separate profit centre. To this end, the Company has identified a site and is in the process of establishing an Institute which will provide a regular source of trained personnel for the Company’s future projects. The Institute is likely to commence operation by middle of ensuing fiscal year.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, Report on Corporate Governance and a Certificate by the Managing Director (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.

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 March 31, 2010, the applicable accounting standards have been followed;

- the Company has selected such accounting policies, applied them consistently, made judgements 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 March 31, 2010;

- proper and sufficient care has 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 March 31, 2010 have been prepared on a ‘going concern’ basis.

JOINT VENTURE

Birla Ericsson Optical Ltd., a venture promoted by your Company in association with Universal Cables Ltd. and Ericsson AB, Sweden has made a positive turnaround during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial through out the year. The Board wishes to place on record its sincere appreciation for the contribution made by the employees to the significant improvement in operational performance of the Company, their commitment and dedicated efforts in most difficult and challenging environment during the year.

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

RECOGNITION

During the year under review, the Company was conferred “Export House (EH)” status by Government of India, Ministry of Commerce & Industry based on its export performance.

DIRECTORS

The Board of Directors of the Company at its Meeting held on October 30, 2009 has re-appointed Shri Y.S. Lodha as the Wholetime Director and re-designated him as the Managing Director of the Company for a further period of 3 (three) years with effect from November 4, 2009 to November 3, 2012 for which requisite approvals including from members of the Company vide a Special Resolution passed at the Extra-Ordinary General Meeting held on December 21, 2009 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 J.Veeraraghavan, 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 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 D. Sabyasachi & Co., Cost Accountants have been appointed as Cost Auditors for Cost Audit in respect of Cables.

AUDITORS’ REPORT

The remark of Auditors at Para 4.vi of the Auditors’ Report read with Note No. 6 in Schedule 23 - Notes to the Accounts are self explanatory and therefore, do not call for any further comments or explanations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard (AS)-21 “Consolidated Financial Statements” read with Accounting Standard (AS)-27 “Financial Reporting of Interests in Joint Venture”, the Consolidated Financial Statements form part of the Annual Report. These Group Accounts have been prepared on the basis of audited financial statements received from Subsidiaries and a Joint Venture Company.

SUBSIDIARY COMPANIES

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of Subsidiaries of the Company, forms part of the Annual Report.

The Company has sought exemption from the Central Government under Section 212(8) of the Companies Act, 1956, from attaching to the Balance Sheet of the Company, the accounts and other reports of its Subsidiary companies. Accordingly, the annual accounts relating to Subsidiary companies as provided in Section 212(1) of the Companies Act, 1956 have not been attached with the Balance Sheet of the Company. The Company will make available hard copies of these documents, upon written demand by any member of the Company interested in obtaining the same at any point of time. The Company has displayed details of the accounts of individual Subsidiary companies in its website as well. These documents will also be kept at the Registered Office of the Company and of the respective Subsidiary companies for inspection by any member of the Company. The consolidated financial statements presented by the Company include audited financial statements of its all subsidiaries which are non-listed Indian companies. None of the Subsidiary company is a material non-listed Indian Subsidiary company as defined under Clause 49 of the Listing Agreement(s) with stock exchanges.

PARTICULARS OF EMPLOYEES

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not given as none of the employees qualifies for such disclosure.

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 therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms 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 and esteemed customers and other business associates.

Yours faithfully,

Harsh V. Lodha J. Veeraraghavan S.K. Misra R.C. Tapuriah Directors D.R. Bansal Pracheta Majumdar Y.S. Lodha Managing Director

New Delhi, May 11, 2010