Vindhya Telelinks Ltd

TO THE SHAREHOLDERS

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 ( in lakhs)

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 Rs. 408652.93 lakhs as compared to Rs. 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 Rs. 23033.42 lakhs (comprising of Cable business segment Rs. 4172.80 lakhs and that of EPC business segment Rs. 18860.62 lakhs) as compared to Rs. 22124.24 lakhs in the corresponding previous year (comprising of Cable business segment Rs. 9148.74 lakhs and that of EPC business segment Rs. 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 Rs. 6262.91 lakhs during the year under review as compared to Rs. 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 ofRs. 15.00 (Fifteen) (previous year Rs. 15.00) per equity share of face value Rs. 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 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 Rs. 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.

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'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.

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 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.