Directors Report of Ultracab (India) Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 18^th Annual Report along with the Audited
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company''s Financial Performance, for the year ended March 31, 2025, is summarized
below:

Particulars	2024-25 (Rs. In lakh)	2023-24 (Rs. In lakh)
Revenue from Operations	23,943.38	12405.56
Other Income	21.51	33.62
Total Income	23,964.90	12439.18
Less: Cost of Materials Consumed	22,037.91	9688.08
Add/Less: Change in Stock in Trade for FG	-1,964.26	148.12
Less: Employees Benefits Expense	394.25	308.23
Less: Finance Cost	471.61	401.52
Less: Depreciation & Amortisation Expenses	119.99	86.51
Less: Other Expenses	1,531.23	953.46
Profit Before Tax	1,371.35	843.45
Tax Expenses	399.2	245.62
Profit After Tax (PAT)	972.15	597.83
Other Comprehensive Income (Net of tax)	-	-
Total Comprehensive Income after tax	972.15	597.83
Earnings per equity share a. Basic	0.99	0.63
b. Diluted	0.99	0.63

2. FINANCIAL PERFORMANCE

Your Directors are pleased to report that for the year under review, your Company has been able
to achieve, total revenue during the financial year 2024-25 at Rs. 23,943.38 lakhs which was
increase by approx. 93% over last year (Rs. 12405.56 Lakh in 2023-24) while the Profit after tax
(PAT) for the year was Rs. 972.15 Lakh of higher by approx. 63% as compared to the Profit after
Tax (PAT) of Rs. 597.83 lakhs in 2023-24.

3. RESERVE

During the year under review, there was no amount transferred to any of the reserves by the
company. You may refer notes to the financial statements of the company.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the end of financial year to which this financial statement relates and the date of this
Report.

6. CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 30,00,00,000/- (Rupees Thirty Crore only)
divided into 15,00,00,000 (Fifteen Crore) Equity shares of Face Value of Rs 02/- (Rupees Two
only).

During the year, the Company issued and allotted 2,75,35,454 (Two Crore Seventy-Five Lakhs
Thirty-Five Thousand Four Hundred Fifty-Four) Equity Shares of Rs. 2/- each of the Company,
pursuant to the Right issue of the Company. As a result of the allotment, the issued, subscribed
and paid-up capital of the Company increased to Rs. 24,59,15,908 /- (Rupees Twenty-Four Crore
Fifty - Nine Lakhs Fifteen Thousand Nine Hundred Eight Only) divided into 12,29,57,954 (Twelve
Crore Twenty-Nine Lakhs Fifty-Seven Thousand Nine Hundred Fifty- Four) Equity Shares, having
value of Rs. 2/- each fully paid up. The shares so allotted rank pari passu with the existing share
capital of the Company. Apart from the same, there was no other change in the share capital of
the Company.

7. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on March 31, 2025 have been prepared in
accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under

Section 133 of the Companies Act, 2013 (''the Act'') and other recognized accounting practices
and policies to the extent applicable.

8. CREDIT RATING

During the year under review, the Company has been assigned credit rating of IVR BBB-/ Stable
(i.e., IVR Triple B Minus with stable outlook) [previous IVR BB Stable (i.e., IVR Double B Plus
with stable outlook)] for its long-term bank facilities and IVR A3 (i.e. IVR A Three) [previous IVR
A4 (i.e., IVR A Four Plus)] for its short-term bank facilities by INFOMERICS VALUATION AND
RATING PVT. LTD. Upgraded credit ratings reflect the company''s improved credit profile, financial
discipline, and stronger operational performance, reinforcing its ability to meet financial
obligations.

9. DIVIDEND

Your Directors feel that it is prudent to plough back profit for future growth of the company,
hence do not recommend any dividends for the year ended on March 31, 2025.

Pursuant to the Requirements of Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations''),
the Company has formulated its Dividend Distribution Policy,
the details of which are available on the Company''s website at
https://www.ultracabwires.com/pdf/uil-policy-on-d ividend-distribution.pdf.

10. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March
31, 2025 is available on the website of the Company at

https://www.ultracabwires.com/pdf/annual-return-mgt-7-fy-2023-24.pdf.

11. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73
of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the time being in force).

12. LISTING OF SHARES

The Company''s equity shares are listed at BSE Limited (the ''BSE''). The equity shares of the
Company are actively traded on BSE. Further, the applicable listing fees for the financial year
2025-26 have been paid to the BSE.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

A. Composition

The Board of Directors (''the Board'') of the Company consists of distinguished professionals
who bring extensive experience, exceptional leadership skills and a deep commitment to
the Company''s growth and governance. As on March 31, 2025, the Board consisted of six (6)
Directors. Details regarding the composition of the Board, its committees, and other
relevant disclosures are presented in the "Corporate Governance Report," which forms an
integral part of this Annual Report.

B. Change in Director(s)

I. During the year under review, Mr. Bipinchandra Sangani, Mr. Kanjibhai Hirpara, and Mr.
Prashant Sawant ceased to be Independent Directors of the Company, upon completion
of their prescribed tenure.

II. During the year under review i.e. 2024-25, based on the recommendation of the
Nomination and Remuneration Committee (the ''NRC'') and the Board, Shareholders of
the Company at its 17^th Annual General Meeting held on September 06, 2024, approved
appointment of

• Mr. Vipul Mansukhbhai Patel (DIN: 07608693);

• Mr. Satish Kalkani (DIN: 10719585); and

• Mrs. Viralben Chetankumar Dave (DIN: 10719954)

as Independent Directors of the Company for a term of 5 (Five) consecutive years
effective from September 06, 2024, in accordance with the provisions of Section 149 and
152 of the Act read with Schedule IV and Rules made thereunder and other applicable
provisions of the Act, if any. Post March 31, 2025, Mr. Vipul Mansukhbhai Patel (DIN:
07608693) resigned from the position of Independent Director effective from Closure of
Business hours on July 30, 2025, due to their other professional commitments.

C. Changes in Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial
Personnel of the Company as on March 31, 2025:

1. Mr. Nitesh Parshottambhai Vaghasiya - Chairman cum Managing Director

2. Mr. Pankaj Vasantbhai Shingala - Whole Time Director

3. Mr. Pravin Pansuriya - Chief Financial Officer

4. Ms. Brinda Paras Mehta - Company Secretary and Compliance Officer

During the year under review i.e. 2024-25, Ms. Brinda Paras Mehta (Membership No.
A66883) resigned from the position of Company Secretary and Compliances Officer with
effect from March 31, 2025, except this there were no changes in the Key Managerial

Personnel of the company. Post March 31, 2025 Mr. Amit Vishwkarma (Membership No.
A74154) was appointed as Company Secretary and Compliance Officer with effect from July
01, 2025, pursuant to the provision of Section 203 of the Act and Listing Regulations.

D. Declaration bv Independent Directors

All Independent Directors have submitted disclosures confirming their compliance with
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, qualifying them
for appointment/re-appointment as Independent Directors. The Board is satisfied that they
meet the necessary criteria.

In accordance with Regulation 25(8) of the Listing Regulations, the Independent Directors
have confirmed that no circumstances exist that could impair their ability to discharge
duties with objective independent judgment. They have also complied with the Code for
Independent Directors under Schedule IV of the Act and registered with the Independent
Directors'' database maintained by IICA.

A certificate confirming the non-disqualification of Directors, as required by the Listing
Regulations, is attached to this Annual Report.

Further, in the opinion of the Board, the Independent Directors also possess the attributes
of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the
Companies (Accounts) Rules, 2014.

E. Director liable to retire bv rotation

As per the provisions of Section 152 of the Act, not less than two-third of the total number
of Directors, other than Independent Directors shall be liable to retire by rotation. One-third
of these Directors are required to retire every year and if eligible, these Directors qualify for
re-appointment. At the ensuing AGM, Mr. Pankaj Vasantbhai Shingala (DIN: 03500393)
Whole Time Director, retires by rotation and being eligible, offers himself for
re-appointment.

A detailed profile of Mr. Pankaj Vasantbhai Shingala, Whole Time Director along with
additional information required under Regulation 36(3) of the Listing Regulations and
Secretarial Standard on General Meetings is provided separately by way of an Annexure to
the Notice of the AGM.

14. BOARD FAMILIARISATION AND TRAINING PROGRAMME

Your Board is regularly updated on changes in statutory provisions, as applicable to your
Company. Your Board is also updated on the business operations of your Company. These
updates help the Directors in keeping abreast of key changes and their impact on your Company.
The details of such programmes are provided in the Corporate Governance Report, which forms
part of this Integrated Annual Report.

15. COMMITTEES OF THE BOARD

The Company has duly constituted the following Statutory Committees in terms of the
provisions of the Act & Listing Regulations read with rules framed there under viz:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Shareholder and Investor Grievance Committee

d) Corporate Social Responsibility Committee

During the year under review, the Company also constituted a Rights Issue Committee
comprising three members of the Board to oversee matters related to the Rights Entitlement to
eligible applicants. The Committee was formed for a specific purpose and was dissolved upon
completion of the allotment process and all related activities.

The Composition of all such Committees, number of meetings held during the year under
review, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report. During the year all the
recommendations made by the Committees were accepted by the Board.

16. BOARD MEETINGS

During the year under review 5 (Five) Board Meetings were convened and held. The details of
which are given in the Corporate Governance Report. The maximum interval between any two
meetings did not exceed 120 days as prescribed in the Act.

17. INDEPENDENT DIRECTORS'' MEETING

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, the
Independent Directors met on March 27, 2025, without the attendance of Non-Independent
Directors and members of the Management to inter alia review the performance of
non-independent directors and the Board as a whole; the performance of the Chairperson of the
Company, taking into account the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

18. BOARD EVALUATION

In compliance with Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts)
Rules, 2014, and the applicable provisions of the Listing Regulations, the Board of Directors
undertook an annual evaluation of its own performance, that of its Committees, and of
individual Directors, including Independent Directors, for the financial year 2024-25. The
evaluation process was guided by the criteria recommended by the NRC and was conducted
internally through a structured mechanism, comprising detailed questionnaires and interactive
discussions.

The Independent Directors at their separate meeting reviewed the performance of
Non-Independent Directors, the Board as a whole and the Chairman of the Company after
taking into account the inputs from Executive Directors and Non-Executive Directors. The
Directors also discussed the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform the duties.

PERFORMANCE EVALUTION

Board and Committee Evaluation

I. The Board''s performance was assessed on parameters including:

• Composition and structure;

• Effectiveness of processes and decision-making;

• Quality of governance and ethical leadership;

• Oversight of financial reporting, internal controls, and audit functions;

• Strategic guidance and monitoring of company performance.

II. The performance of the Committees was evaluated based on:

• Adequacy of composition and expertise;

• Clarity and execution of roles and responsibilities;

• Quality of deliberations and reporting to the Board;

• Availability of required resources and support.

Individual Director Evaluation

III. The performance of each Director was evaluated considering:

• Leadership qualities and active participation;

• Constructive engagement in Board discussions;

• Understanding of the Company''s business and strategy;

• Ability to contribute effectively and independently;

• Commitment to fiduciary duties and stakeholder interests;

• Willingness to question, challenge, and provide guidance.

The outcome of the evaluation was placed before the Board for review. The Directors expressed
satisfaction with the process and agreed to implement necessary improvements based on the
findings and recommendations arising from the evaluation.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Act, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended on March 31, 2025, the

applicable accounting standards read with requirements set out under Schedule III to the Act,
have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and 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 March 31, 2025 and of the profit of the Company for
the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under
under Regulation 34(2)(e) read with Schedule V (C) of the Listing Regulations is presented in a
separate section forming part of this Annual Report.

21. AUDITORS

(A) Statutory Auditor

M/s. Bhavin Associates, Chartered Accountants (Firm Registration No. 101383W) were
re-appointed as the Statutory Auditors of the Company for a period of 5 years to hold office for a
second term commencing from the conclusion of 15^th Annual General Meeting till the
conclusion of the 20^th Annual General Meeting of the Company to be held in the year 2027.

M/s. Bhavin Associates, Chartered Accountants, are eligible to be re-appointed for a further
term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act.

The Company has received written consent and certificate of eligibility in accordance with
Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from
M/s. Bhavin Associates, Chartered Accountants. They have confirmed to hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as
required under the Listing Regulations.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial
year ended March 31, 2025. The said Auditors'' Report for the financial year ended March 31,
2025, on the financial statements of the Company forms part of this Annual Report.

There were no fraud reported by the Statutory Auditors under provisions of Section 143(12) of
the Act and Rules made there under.

(B) Secretarial Auditors

Pursuant to Section 204 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Act, The Board has appointed
M/s. Jain Preeti & Company, Practicing Company Secretaries (Firm''s Unique Identification No.
S2015DE320300), New Delhi to conduct Secretarial Audit for the financial year 2024-25. The
Company provided all assistance and facilities to the Secretarial Auditor for conducting their
audit. The Secretarial Auditors have submitted their Report for the financial year ended
March 31, 2025 in the prescribed Form MR-3 of the Act and is annexed to this report as
"Annexure -1".

Some observations by Secretarial Auditor under report for FY 2024-25 are as under:

1. The Company has not filed IEPF-2 within due date.

2. The previous two independent Directors were retired on August 8, 2024, and new
Independent Directors were appointed on September 06, 2024

3. Mr. Pankaj Shingala - a whole-time director was appointed for the term of five years started
on April 01, 2024, by Board of directors on May 17, 2024, and approval for the same was
taken from shareholders on September 06, 2024.

4. The Independent Directors were appointed with Ordinary Resolution.

Further, pursuant to the Listing Regulations, the Board of Directors, on the recommendations of
the Audit Committee, hereby recommends the appointment of M/s. Jain Preeti & Company,
Practicing Company Secretaries (Firm''s Unique Identification No. S2015DE320300), New Delhi
subject to approval from the Members of the Company at the ensuing AGM, to conduct the
secretarial audit of the Company for one term of five consecutive years, commencing from April
01, 2025 to March 31, 2030. The firm has confirmed their eligibility for the said appointment as
per the Listing Regulations and have also confirmed that they hold a valid certificate issued by
the Peer Review Board of The Institute of Company Secretaries of India.

(C) Internal Auditor

Pursuant to Section 138 of the Act, The Company has appointed a Adv. Adarsh Gohel, proprietor
of Gohel & Associates, professional to act as Internal Auditor.

(D) Cost Audit

As the Companies (Cost Records and Audit) Rules, 2014 is not applicable to your Company,
therefore cost records as specified by the Central Government under sub-section (1) of Section
148 of the Act, is not required, therefore such accounts and records are not made and
maintained by the Company. Accordingly, the Company had not appointed any Cost Auditor for
the financial year 2024-25

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and that
transactions are authorized, recorded and reported correctly. The Company has effective system
in place for achieving efficiency in operations, optimum and effective utilization of resources,
monitoring thereof and compliance with applicable laws.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Act, are given in the notes to the Financial Statements.

24. CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives to ensure that best corporate
governance practices are identified, adopted and consistently followed. Your Company believes
that good governance is the basis for sustainable growth of the business and for enhancement
of stakeholders'' value. In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors on its compliance
forms an integral part of the Annual Report.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has duly filed the Annual Secretarial Compliance Report for the financial year
ended March 31, 2025, in accordance with Regulation 24(A) of the Listing Regulations.
The report, issued by M/s. Jain Preeti & Company, Practicing Company Secretaries, New Delhi,
confirms the Company''s compliance with applicable SEBI Regulations, guidelines, and circulars.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a responsible corporate citizen, the Company is committed to undertaking various
developmental initiatives aimed at improving the quality of life for underprivileged sections of
society and other stakeholders. In compliance with the provisions of Section 135(1) of the Act,
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has
constituted a Corporate Social Responsibility (CSR) Committee.

The Company has also formulated a detailed CSR Policy, which outlines the proposed activities
to be undertaken and ensures alignment with the areas specified under Schedule VII of the Act,
as amended from time to time. The CSR Policy is available on the Company''s website at:
https://www.ultracabwires.com/pdf/uil-policy-on-csr.pdf.

The Annual Report on the CSR activities are required to be given under Section 135 of the Act
read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been
provided in "Annexure-2" which is annexed hereto and forms part of this report.

27. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit and information
pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure 3".

28. REMUNERATION POLICY

The Board has, on the recommendation of NRC framed a policy for selection and appointment
of Directors, Senior Management and their remuneration 178 of the Act, read with the Rules
made thereunder and Regulation 19 of the Listing Regulations. The Remuneration Policy is
stated in the Corporate Governance Report and is available on the website of the Company at
https://www.ultracabwires.com/pdf/uil-policy-nrc.pdf

Details pursuant to Section 197(12) of the Act

As per Section 136(1) of the Act, the Integrated Annual Report is being sent to the Members and
others entitled thereto, after excluding the disclosure on remuneration of employees as
required u/s 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a
copy of the said Statement may write to the Company Secretary at the registered office of the
Company.

Further, pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing the names and other particulars of employees who were in
receipt of remuneration in excess of the limits specified under the said Rules is required to be
provided. However, during the year under review, no such employee was in receipt of
remuneration exceeding the prescribed limits.

29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s
length basis and were in the ordinary course of business and are in compliance with the
applicable provisions of the Act, Listing Regulations and as per the policy adopted by the
Company on dealing with Related Party Transactions.

Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered into by the
Company with related parties is annexed as "Annexure - 4" and forming part of this Report.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. A statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly basis.

Further, the Policy on materiality of Related Party Transactions as approved by the Audit

Committee and the Board is available on the website of the Company at
https://www.ultracabwires.com/pdf/uil-policv-on-related-partv-transaction.pdf.

30. RISK MANAGEMENT

Risk management is a critical component of our business strategy. The primary objective is to
identify, assess, monitor, and mitigate events that could pose risks to the Company. Our risk
management practices are integrated into core business processes, enabling us to minimize
potential risks to the greatest extent possible.

The Company has established a robust framework for identifying, managing, and reporting risks
while also capitalizing on potential opportunities. Mitigation plans are developed for all
significant risks and are continuously reviewed and monitored by the Management Team.

The Audit Committee plays an active role in monitoring and reviewing the risk mitigation
strategies to ensure their effectiveness. It also provides additional oversight in the areas of
financial risk and internal controls.

The Board of Directors periodically reviews the Company''s operations to identify existing or
potential risks and implements appropriate corrective actions in the best interest of the
Company. Furthermore, the majority of business operations are conducted under the direct
supervision and control of the Managing Director, which significantly reduces the likelihood of
fraud or irregularities.

In the opinion of the Board, no risks have been identified that may threaten the continued
existence or long-term viability of the Company.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Act, read with
Companies (Meetings of Board and Its Powers ) Rule, 2014 and the Listing Regulations, the
Company has adopted a Whistle Blower Policy to provide a mechanism to its directors,
employees and other stakeholders to raise concerns violation of legal or regulatory
requirements, misrepresentation of any financial statement and to report actual or suspected
fraud or violation of the Code of Conduct of the Company.

The policy is available on the Company''s website at
https://www.ultracabwires.com/pdf/uil-policy-whistle-blower.pdf.

During the year under review, your Company has not received any complaints under the vigil
mechanism.

32. ENVIRONMENT, HEALTH AND SAFETY

Considering Environment, Health and Safety as topmost priority, we strive to provide a safe and
healthier work environment for our workforce. Our Manufacturing unit is maintaining highest
system standards like Occupational Health & Safety Management System ISO 45001:2018.

The Company is conscious of the importance of environmentally clean & safe operations. The
Company''s policy requires conduct of operation in such a manner, so as to ensure safety of all
concerned, compliances environmental regulations and preservation of natural resources. We
celebrate days of importance like World Environment Day, National Safety Day etc. to create
awareness and educate our workforce.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and
Outgo as per Section 134 (3) (m) of the Act, and the Rule 8(3) of the Companies (Accounts)
Rules, 2014 as under:

A) Conservation of energy:

The Company regularly reviews measures to be taken for energy conservation, consumption and
its effective utilization. Additionally, due to consideration is given for selection of energy efficient
plant & machinery while undertaking manufacturing capacity expansion, modernization & up
gradation. The other identified key initiative taken for conservation of energy during the year
were -

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy

and capital investments in energy conservation equipment:

• Installation of Energy-Efficient Machinery: High-capacity, high-speed, and
energy-efficient Wire Drawing, Conductor Stranding, Laying-Up, Armoring
Machines, and Sheathing Lines have been installed. These machines are equipped
with advanced AC drive-based motor control systems, enabling precise control
and ensuring substantial energy savings during operations.

• Alternate Power Source: A 125 KVA generator has been deployed as an alternate
energy source to ensure uninterrupted power supply and operational continuity
during power outages.

• Adoption of Renewable Energy: A 490 kW rooftop solar power system has been
successfully installed and commissioned at the Company''s Shapar manufacturing
facility. This solar installation is expected to generate significant energy savings
annually, resulting in long-term cost benefits while reducing dependency on
non-renewable energy sources. It also marks a major step in the Company''s
transition towards clean, sustainable, and environmentally responsible energy
practices

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

• Identification and sourcing of new and alternate materials for ensuring quality
improvement and cost competitiveness

• Modernization and technological upgradation of plant & equipments.

• Optimisation of raw material utilisation, process engineering and reduction of
wastage.

(ii) The benefits derived like product improvement, cost reduction, product
development:

• Diversified and wider product range to address emerging market opportunities.

• Enhanced productivity and overall operational efficiency.

(iii) Imported technology (imported during the last 5 years reckoned
from the beginning of the financial year):

a) Technology Imported: NIL

b) Imported from: NIl

c) Has technology been fully absorbed? NA

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports: Rs. 501.51 Lakhs

ii) Outgo by way of Imports: NIL

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As a responsible employer, Ultracab has always been conscious of its duty towards prevention
and control of sexual harassment at workplace. The Company has complied with the applicable
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. It has formulated and adopted a Policy on Prevention of Sexual
Harassment of Women at Workplace under and has also constituted an Internal Complaints
committee as per the aforesaid Act. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. The Company also conducts regular training sessions to
increase awareness on the policy among its employees.

The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the
website of the Company at https://www.ultracabwires.com/pdf/uil-policy-on-posh.pdf.

The Company has not received any complaint of sexual harassment at workplace during the
year.

35. BUSINESS RESPONSIBITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulations 34(2)(f) of the Listing Regulations. The Business Responsibility and
Sustainability Report (BRSR) for the year ended March 31, 2025, is not applicable to the
company.

36. OTHER DISCLOSURES

Your Company during the financial year ended March 31, 2025:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) 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;

c) During the year under review, the Company has not provided any loan or given any
guarantee or made any investment;

d) There was no revision of financial statements and Boards report of the Company, during
the year under review;

e) 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;

f) The Company does not have any subsidiary company, Joint Venture or Associate
Company;

g) There was no application made or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year;

h) The details regarding transfer of unclaimed dividend and shares to Investor Education
and Protection Fund (IEPF) Authority during the FY 2024-25 are being disclosed in the
Corporate Governance Report forming part of this Annual Report;

i) The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof, is not applicable;

37. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation and gratitude to all the employees at all levels
for their hard work, dedication and cooperation during the year.

Your Directors wish to express their sincere gratitude for the excellent support and co-operation
extended by the Company''s shareholders, customers, bankers, suppliers, regulatory and
government authorities and all other stakeholders.

For and on behalf of the Board of Directors
Ultracab (India) Limited,
Sd/-

Nitesh Parshottambhai Vaghasiya
Date: August 29, 2025 Chairman Cum Managing Director

Place: Mumbai (DIN No: 01899455)

REGISTERED OFFICE:

ULTRACAB (INDIA) LIMITED

Survey No. 262, B/h. Galaxy Bearings Ltd.,

Shapar (Veraval) - 360024
Dist.- Rajkot. Gujarat.

CIN:L31300GJ2007PLC052394
Tel.: 02827 - 253122 / 23
e-mail: [email protected]
web: www.ultracabwires.com

---

Mar 31, 2024

The Directors have pleasure in presenting the 17^th Annual Report along with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company''s Financial Performance, for the year ended March 31,2024 is summarized below:

	2023-24 (Rs. In lakh)	2022-23 (Rs. In lakh)
Particulars
Revenue from Operations	12405.56	10735.98
Other Income	33.62	31.21
Total Income	12439.18	10767.19
Less: Cost of Materials Consumed	9688.08	9087.61
Add/Less: Change in Stock in Trade for FG	148.12	-686.04
Less: Employees Benefits Expense	308.23	263.85
Less: Finance Cost	401.52	389.16
Less: Depreciation & Amortisation Expenses	86.51	77.70
Less: Other Expenses	953.46	853.91
Profit Before Tax	843.45	777.12
Tax Expenses	245.62	195.42
Profit After Tax (PAT)	597.83	581.70
Other Comprehensive Income (Net of tax)	-	-
Total Comprehensive Income after tax	597.83	581.70
Earnings per equity share a. Basic	0.63	0.61
b. Diluted	0.63	0.61

2. FINANCIAL PERFORMANCE

Your Directors are pleased to report that for the year under review, your Company has been able to achieve, total revenue during the financial year 2023-24 at Rs.12405.56 Lakh

which was increase by approx. 16% % over last year (Rs.10735.98 Lakh in 2023-24) while the Profit after tax (PAT) for the year was Rs.597.83 Lakh of higher by approx 3% compared to the Profit after Tax (PAT) of Rs.581.70 Lakh in 2022-23.

3. RESERVE

During the year under review, there was no amount transferred to any of the reserves by the company. You may refer notes to the financial statements of the company.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year ended 31^st March, 2024.

5. CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crore only) Equity shares of Face Value of Rs 02/- (Rupees Two only)

The Paid Up Equity Share Capital as at March 31, 2024 was Rs.19,08,45,000/- divided into 9,54,22,500 Equity Shares, having value of Rs.02/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any employee stock options and sweat equity.

INCREASE AUTHORISED SHARE CAPITAL

During the Financial year, The Authorised Capital of the Company increase from Rs.20,00,00,000/- (Rupees Twenty Crore only) divided into 10,00,00,000 (Ten Crore only) Equity shares of Face Value of Rs.02/- (Rupees Two only) each to Rs.30,00,00,000/- (Rupees Thirty Crore only) divided into 15,00,00,000 (Fifteen Crore only) Equity shares of Face Value of Rs.02/- (Rupees Two only) each by passing a resolution and approved by Members of company in extra-ordinary general meeting held on 21^st March, 2024.

6. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31st March, 2024 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) and other recognized accounting practices and policies to the extent applicable.

7. DIVIDEND

Your Directors feel that it is prudent to plough back profit for future growth of the company hence do not recommend any dividends for the year ended 31^st March, 2024.

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), the Company has formulated its Dividend Distribution Policy, the details of which are available on the Company’s website at www.ultracabwires.com

8. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 in the prescribed format is available at company’s website www.ultracab.in/investor/corporategovernance

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

10. LISTING OF SHARES

The Company’s equity shares are actively traded on BSE Limited (BSE). Further, the applicable listing fees for the financial year 2024-25 have been paid to the Bombay Stock Exchange.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The details of Directors and KMPs as on March 31, 2024 are as follows:
Sr. No.	Name of Directors / KMPs	Designation	Appointment Date
1	Mr. Nitesh P. Vaghasiya	Chairman & Managing Director	19/12/2007
2	Mr. Pankaj V. Shingala	Whole-time Director	25/03/2011
3	Mrs. Aartiben P. Shingala	Non-executive Director	22/03/2021
4	Mr. Bipinchandra Sangani	Independent Director	09/08/2014
5	Mr. Kanjibhai Hirpara	Independent Director	09/08/2014
6	Mr. Prashant Sawant	Independent Director	28/09/2019
7	Mr. Pravin Pansuriya	Chief Financial Officer	10/05/2018
8	*CS Brinda Paras Mehta	Company Secretary & Compliance officer	01/09/2023

*appointed as company secretary & compliance officer w.e.f. 01.09.2023.

*CS Khushbu Shah was tendered her resignation form the post of Company Secretary which was accepted by Board of Director w. e. f. 18.07.2023

• Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire

by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mrs. Aartiben Pankaj Shingala (DIN: 09113214) Non-executive Director, retires by rotation and being eligible, offers herself for re-appointment.

A detailed profile of Mrs. Aartiben Pankaj Shingala, Non-executive Director along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

• Independent Directors

The following are the Independent Directors of the Company as on 31.03.2024:

1. Mr. Kanjibhai Hirpara (DIN: 06945882)

2. Mr. Bipinchandra Sangani (DIN: 06945854)

3. Mr. Prashant Sawant (DIN: 08503935)

In terms of the definition of ‘Independence’ of Directors as prescribed under Clause 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations.

12. COMMITTEES

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed there under viz.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Shareholder and Investor Grievance Committee

d) Corporate Social Responsibility Committee

The Composition of all such Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

• Audit Committee

As of March 31, 2024 the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

1. Mr. Bipinchandra Sangani - Chairman (Independent Director)

2. Mr. Nitesh Vaghasiya - Member (Managing Director)

3. Mr. Prashant Sawant - Member (Independent Director)

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. The details of number of meetings held by the Audit Committee in the year under review and other related details are given in the Corporate Governance Report.

13. BOARD EVALUATION

Pursuant to the section 134 (3) (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended on 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and 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 31^st March, 2024 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. BOARD MEETINGS

During the year 8 (eight) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

16. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 22^nd March 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

18. AUDITORS(A) Statutory Auditor

M/s. Bhavin Associates, Chartered Accountants (Firm Registration No.101383W) were re-appointed as the Statutory Auditors of the Company for a period of 5 years to hold office for a second term commencing from the conclusion of 15^th Annual General Meeting till the conclusion of the 20th Annual General Meeting of the Company to be held in the year 2027.

M/s. Bhavin Associates, Chartered Accountants, are eligible to be re-appointed for a further term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. Bhavin Associates, Chartered Accountants. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended March 31, 2024. The said Auditors’ Report for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this Annual Report.

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and Rules made there under.

(B) Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s. Piyush Jethva, Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Auditor has submitted his Report for the financial year ended 31^st March, 2024 in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as “Annexure A”.

Some observations by Secretarial Auditor under report for FY2023-24 are as under:

1) The Company has not filed IEPF-2 within due date after completion of Annual General Meeting which was held on 30th September 2023.

Reply by Board: In respect of non-filing of form, the company has noted the same and file it with applicable additional filing fee and ensure its due compliance.

2) The SDD Software is duly maintained, however due to some technical glitches some entries which is required to be made during the year for some events were missing.

Reply by Board: The Board has taken detailed report from IT department and assured the smooth function of installed SDD software.

3) There was a clerical mistake in Corporate Governance Report filed for the Second and Third Quarter. In Meeting of Board of Director dated 08.08.23, 01.09.23 and 14.10.23. Only three Director kept present in all these three meetings, it is clarified to us that it was a clerical mistake and all the Directors were present in the meeting.

Reply by Board: It is due to some clerical error, however it is mentioned and noted in corporate governance report attached herewith.

4) There was an audit committee meeting as on 01-09-2023 for approval of related party transaction. However, the Company by mistake not mentioned the date of that audit committee meeting in corporate Governance Report filed to the stock exchange.

Reply by Board: It is due to some clerical error, however it is mentioned and noted in corporate governance report attached herewith.

5) Pursuant to SEBI Circular CIR/CFD/DCR/ 17/2015 dated December 01, 2015, system- driven disclosures was introduced in securities market. The promoter and promoter group has disposed-off the shares during the year under purview. The

System Driven disclosure for individuals of promoter / promoter group is updated on website of the stock exchange as per system driven disclosure, please be noted that no collective declaration/ Declaration by person acting in concern was filed by the company during the year due to automatic disclosure of acquisition / disposal of shares.

Reply by Board: The Company appoints National Securities Depository Limited as Designated depositories for capture and update transactions of promoter and promoter group to stock exchange as per the SEBI circular, and therefore no manual disclosure filed to exchange.

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

(C) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, The Company has appointed a professional to act as Internal Auditor.

(D) Cost Audit

As the Companies (Cost Records and Audit) Rules are not applicable to your Company, therefore cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required, therefore such accounts and records are not made and maintained by the Company. Accordingly, the Company had not appointed any Cost Auditor for the financial year 2023-24.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

21. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of the Annual Report.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has filed Annual Secretarial Compliance Report under regulation 24 (A) of SEBI (LODR) Regulations, 2015 within due its due date and issued by M/s. Piyush Jethva, Practicing Company Secretary, Rajkot for the year ended 31 March 2024 by confirming compliance of SEBI Regulations/guidelines/circulars issued there under and applicable to the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

We as a responsible corporate citizen are committed to take up different developmental projects, towards improving the quality of lives of the underprivileged sections of the society and other stakeholders. We are required to constitute a Corporate Social Responsibility Committee as our Company falls within purview of Section 135(1) of the Companies Act, 2013. This Policy covers the proposed CSR activities to be undertaken by the Company and ensuring that they are in line with Schedule VII of the Act as amended from time to time. We have also formulated a corporate social responsibility policy which is available on our Company website i.e. www.ultracabwires.com.

The Annual Report on the CSR activities are required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in “Annexure-D” which is annexed hereto and forms part of this report.

24. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit and information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as “Annexure B”

25. REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of Information as per Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Statement showing the names and other particulars of the Employees drawing remuneration in excess of the limits set in the Rules and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially 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.

Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered into by the Company with related parties is annexed as “Annexure - C” and forming part of Directors’ Report.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website.

27. RISK MANAGEMENT POLICY

Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Company’s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company. Further almost all the business operations are being carried out directly under the supervision and control of the Managing Director leaving no scope of any fraud or irregularities.

28. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Companies Act 2013.

However, pursuant to Section 124 (5) of the Companies Act, 2013, the unpaid dividends that will be due for transfer to the Investor Education and Protection Fund are as follows:

Type & Year of Dividend Declared/Paid	Date of Declaration of Dividend	% of Dividend Declared	Unclaimed Dividend Amount as on 31.03.2024	Due date for transfer to IEPF
Interim Dividend 2017-18	18/11/2017	1% of FV of Share	Rs.640.20	17/11/2024
Final Dividend 2017-18	22/09/2018	1% of FV of Share	Rs.3939.20	22/09/2025

30. DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2024 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

32. ENVIRONMENT, HEALTH AND SAFETY

Considering Environment, Health and Safety as top most priority, we strive to provide a safe and healthier work environment for our workforce. Our Manufacturing unit is maintaining highest system standards like Occupational Health & Safety Management System ISO 45001:2018.

The Company is conscious of the importance of environmentally clean & safe operations. The Company’s policy requires conduct of operation in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. We celebrate days of importance like World Environment Day, National Safety Day etc. to create awareness and educate our workforce.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3) of the Companies (Accounts) Rules, 2014 as under:

The Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Additionally, due to consideration is given for selection of energy efficient plant & machinery while undertaking manufacturing capacity expansion, modernization & up gradation. The other identified key initiative taken for conservation of energy during the year were -

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment :

• Installation of large capacity, high speed energy efficient Wire Drawing, Conductor stranding, Laid-up, armoring Machines and Sheathing Lines equipped with AC drives based motor control system ensuring substantial energy saving.

• Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

• Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

• Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like product improvement, cost reduction, product development:

• Diversified and wider product range to address emerging market opportunities.

• Enhanced productivity and overall operational efficiency.

(iii) Imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

a) Technology Imported: Nil

b) Imported from: NA

c) Has technology been fully absorbed? : NA

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports : Rs.785.25 Lakh

ii) Outgo by way of Imports : NIL

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with the applicable provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has not received any complaint of sexual harassment at workplace during the year.

35. BUSINESS RESPONSIBITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulations 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Business Responsibility and Sustainability Report (BRSR) for the year ended 31^st March, 2024 is not applicable to the company.

36. OTHER DISCLOSURES

Your Company during the financial year ended March 31,2024:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) 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 in to equity shares of the Company as on 31st March, 2024.

c) During the year under review, the Company has not provided any loan or given any guarantee or made any investment.

d) There was no revision of financial statements and Boards report of the Company, during the year under review.

e) 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.

f) The Company does not have any subsidiary company, Joint Venture or Associate Company.

g) There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

37. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and cooperation during the year.

Your Directors wish to express their sincere gratitude for the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.

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Mar 31, 2023

The Directors have pleasure in presenting the 16^th Annual Report along with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Company''s Financial Performance, for the year ended March 31,2023 is summarized below:

Particulars	2022-23 (Rs. In lakh)	2021-22 (Rs. In lakh)
Revenue from Operations	10735.98	8513.46
Other Income	31.21	12.44
Total Income	10767.19	8525.90
Less: Cost of Materials Consumed	9087.61	7251.64
Less: Employees Benefits Expense	263.85	285.86
Less: Finance Cost	389.16	366.79
Less: Depreciation & Amortisation Expenses	77.70	74.99
Less: Other Expenses	853.91	573.47
Profit Before Tax	777.12	448.54
Tax Expenses	195.42	134.37
Profit After Tax (PAT)	581.70	314.17
Other Comprehensive Income (Net of tax)	-	(0.51)
Total Comprehensive Income after tax	581.70	313.65
Earnings per equity share a. Basic	0.61	1.82
b. Diluted	0.61	1.82

2. FINANCIAL PERFORMANCE

Your Directors are pleased to report that for the year under review, your Company has been able to achieve, total revenue during the financial year 2022-23 at Rs.10735.98 Lakh which was increase by approx. 26% over last year (Rs.8513.46 Lakh in 2021 -22) while the

Profit after tax (PAT) for the year was Rs.581.70 Lakh of higher by approx 85% as compared to the Profit after Tax (PAT) of Rs.314.17 Lakh in 2021-22.

3. RESERVE

During the year under review, there was no amount transferred to any of the reserves by the company. You may refer notes to the financial statements of the company.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year ended 31^st March, 2023.

5. CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 20,00,00,000/- (Rupees Twenty Crore only) divided into 10,00,00,000 (Ten Crore only) Equity shares of Face Value of Rs 02/- (Rupees Two only)

The Paid Up Equity Share Capital as at March 31, 2023 was Rs. 19,08,45,000/- divided into 9,54,22,500 Equity Shares, having value of Rs.02/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any employee stock options and sweat equity.

6. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) and other recognized accounting practices and policies to the extent applicable.

7. DIVIDEND

Your Directors feel that it is prudent to plough back profit for future growth of the com pany hence do not recommend any dividends for the year ended 31^st March, 2023.

Pursuant to the Requirements of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), the Company has formulated its Dividend Distribution Policy, the details of which are available on the Company’s website at www.ultracabwires.com

8. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 in the prescribed format is available at company’s website www.ultracab.in/investor/corporategovernance

9. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

10. LISTING OF SHARES

The Company’s equity shares are actively traded on BSE Limited (BSE). Further, the applicable listing fees for the financial year 2023-24 have been paid to the Bombay Stock Exchange.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The details of Directors and KMPs as on March 31, 2023 are as follows:

Sr. No.	Name of Directors / KMPs	Designation	Appointment Date
1	Mr. Nitesh P Vaghasiya	Chairman & Managing Director	19/12/2007
2	Mr. Pankaj V. Shingala	Whole-time Director	25/03/2011
3	Mrs. Aartiben P. Shingala	Non-executive Director	22/03/2021
4	Mr. Bipinchandra Sangani	Independent Director	09/08/2014
5	Mr. Kanjibhai Hirpara	Independent Director	09/08/2014
6	Mr. Prashant Sawant	Independent Director	28/09/2019
7	Mr. Pravin Pansuriya	Chief Financial Officer	10/05/2018
8	*CS Khushbu Kalpit Shah	Company Secretary & Compliance officer	27/01/2023

*appointed as company secretary & compliance officer w.e.f. 27.01.2023.

*CS Mayur Gangani was tendered his resignation form the post of Company Secretary which was accepted by Board of Director w.e.f. 25th November 2022

• Director liable to retire by rotation

As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Pankaj Vasantbhai Shingala (DIN: 03500393) Whole-time Director, retires by rotation and being eligible, offers himself for re-appointment.

A detailed profile of Mr. Pankaj Vasantbhai Shingala, Whole-time Director along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

• Independent Directors

The following are the Independent Directors of the Company as on 31.03.2023:

1. Mr. Kanjibhai Hirpara (DIN: 06945882)

2. Mr. Bipinchandra Sangani (DIN: 06945854)

3. Mr. Prashant Sawant (DIN: 08503935)

In terms of the definition of ‘Independence’ of Directors as prescribed under Clause 16 (1)(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchange and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations.

12. COMMITTEES

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & SEBI (LODR) Regulations 2015 read with rules framed there under viz.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Shareholder and Investor Grievance Committee

The Composition of all such Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

• Audit Committee

As of March 31, 2023 the Audit committee of the Board of Directors of the Company comprises of 3 (Three) members namely:

1. Mr. Bipinchandra Sangani - Chairman (Independent Director)

2. Mr. Nitesh Vaghasiya - Member (Managing Director)

3. Mr. Prashant Sawant - Member (Independent Director)

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. The details of number of meetings held by the Audit Committee in the year under review and other related details are given in the Corporate Governance Report.

13. BOARD EVALUATION

Pursuant to the section 134 (3) (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed that:

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

b) The Directors have selected such accounting policies and applied them consistently and 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 31^st March, 2023 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. BOARD MEETINGS

During the year 7 (Seven) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

16. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 23^rd March 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

18. AUDITORS

(A) Statutory Auditor

M/s. Bhavin Associates, Chartered Accountants (Firm Registration No.101383W) were re-appointed as the Statutory Auditors of the Company for a period of 5 years to hold office for a second term commencing from the conclusion 15^th Annual General Meeting till the conclusion of the 20th Annual General Meeting of the Company to be held in the year 2027.

M/s. Bhavin Associates, Chartered Accountants, are eligible to be re-appointed for a further term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. Bhavin Associates, Chartered Accountants. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended March 31, 2023. The said Auditors’ Report for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this Annual Report.

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and Rules made there under.

(B) Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s. Piyush Jethva, Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2022-23. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Auditors have submitted their Report for the financial year ended 31^st March, 2023 in the prescribed Form MR-3 of the Companies Act, 2013 and is annexed to this report as “Annexure A”.

Some observations by Secretarial Auditor under report for FY2022-23 are as under:

1) The Company has not filed IEPF-2 within due date after completion of Annual General Meeting which was held on 29th September 2022.

Reply by Board: In respect of non-filing of form, the company has noted the same and file it with applicable additional filing fee and ensure its due compliance.

2) The Company has not filed Form MGT-14 for approval of Director’s Report and Change in Key Managerial Personnel.

Reply by Board: It is late due to over site however company had filed it with payment of additional fees.

3) Two meeting dated 15^th November 2022 & 25^th November 2022 are missing in the corporate Governance Report filed for the quarter ended on 31st December 2022.

Reply by Board: It is due to some clerical error, however it is mentioned and noted in corporate governance report attached herewith.

4) The Comment on remarks of Secretarial Audit for the year ended on 31 st March 2022 was not found in the Director Report.

Reply by Board: The Board take the not on same.

The management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

(C) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, The Company has appointed a professional to act as Internal Auditor.

(D) Cost Audit

As the Companies (Cost Records and Audit) Rules are not applicable to your Company, therefore cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required, therefore such accounts and records are not made and maintained by the Company. Accordingly, the Company had not appointed any Cost Auditor for the financial year 2022-23.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

21. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of the Annual Report.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has filed Annual Secretarial Compliance Report under regulation 24 (A) of SEBI (LODR) Regulations, 2015 within due its due date and issued by M/s. Piyush Jethva, Practicing Company Secretary, Rajkot for the year ended 31 March 2023 by confirming compliance of SEBI Regulations/guidelines/circulars issued there under and applicable to the Company.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

24. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit and information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as “Annexure B”

25. REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Particulars of Information as per Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Statement showing the names and other particulars of the Employees drawing remuneration in excess of the limits set in the Rules and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially 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.

Form AOC-2 relating to Disclosure of Particulars of Contracts/ arrangements entered into by the Company with related parties is annexed as “Annexure - C” and forming part of Directors’ Report.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website.

27. RISK MANAGEMENT POLICY

Risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Company’s risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company. Further almost all the business operations are being carried out directly under the supervision and control of the Managing Director leaving no scope of any fraud or irregularities.

28. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the

Companies Act 2013.

However, pursuant to Section 124 (5) of the Companies Act, 2013, the unpaid dividends that will be due for transfer to the Investor Education and Protection Fund are as follows:

Type & Year of Dividend Declared/Paid	Date of Declaration of Dividend	% of Dividend Declared	Unclaimed Dividend Amount as on 31.03.2023	Due date for transfer to IEPF
Interim Dividend 2017-18	18/11/2017	1% of FV of Share	Rs.640.20	17/11/2024
Final Dividend 2017-18	22/09/2018	1% of FV of Share	Rs.3939.20	22/09/2025

30. DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31 st March, 2023 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board and Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

32. ENVIRONMENT, HEALTH AND SAFETY

Considering Environment, Health and Safety as top most priority, we strive to provide a safe and healthier work environment for our workforce. Our Manufacturing unit is maintaining highest system standards like Occupational Health & Safety Management System ISO 45001:2018.

The Company is conscious of the importance of environmentally clean & safe operations. The Company’s policy requires conduct of operation in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. We celebrate days of importance like World Environment Day, National Safety Day etc. to create awareness and educate our workforce.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange

Earning and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 and the Rule 8(3) of the Companies (Accounts) Rules, 2014 as under:

A) Conservation of energy:

The Company regularly reviews measures to be taken for energy conservation, consumption and its effective utilization. Additionally, due to consideration is given for selection of energy efficient plant & machinery while undertaking manufacturing capacity expansion, modernization & up gradation. The other identified key initiative taken for conservation of energy during the year were -

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment :

• Installation of large capacity, high speed energy efficient Wire Drawing, Conductor stranding, Laid-up, armoring Machines and Sheathing Lines equipped with AC drives based motor control system ensuring substantial energy saving.

• Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) The efforts made towards technology absorption are:

• Identification and sourcing of new and alternate materials for ensuring quality improvement and cost competitiveness

• Optimisation of raw material utilisation, process engineering and reduction of wastage.

(ii) The benefits derived like product improvement, cost reduction, product development:

• Diversified and wider product range to address emerging market opportunities.

• Enhanced productivity and overall operational efficiency.

(iii) Imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

a) Technology Imported: Nil

b) Imported from: NA

c) Has technology been fully absorbed? : NA

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows: i) Earnings by way of Exports : Rs.633.60 Lakh

ii) Outgo by way of Imports : NIL

34. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has complied with the applicable provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Company has not received any complaint of sexual harassment at workplace during the year.

35. BUSINESS RESPONSIBITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulations 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Business Responsibility and Sustainability Report (BRSR) for the year ended 31^st March, 2023 is not applicable to the company.

36. OTHER DISCLOSURES

Your Company during the financial year ended March 31,2023:

a) has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;

b) 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 in to equity shares of the Company as on 31st March, 2023.

c) During the year under review, the Company has not provided any loan or given any guarantee or made any investment.

d) There was no revision of financial statements and Boards report of the Company, during the year under review.

e) 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.

f) The Company does not have any subsidiary company, Joint Venture or Associate Company.

g) There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

37. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation and gratitude to all the employees at all levels for their hard work, dedication and cooperation during the year.

Your Directors wish to express their sincere gratitude for the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers, regulatory and government authorities and all other stakeholders.

For and on behalf of the Board of Directors

Ultracab (India) Limited,

Date: 1^st September, 2023 Sd/-

Place: Rajkot Nitesh P. Vaghasiya

Chairman & Managing Director (DIN No: 01899455)

---

Mar 31, 2018

TO THE MEMBERS OF ULTRACAB (INDIA) LIMITED

Dear Shareholders,

The Directors have pleasure in presenting the 11th Annual Report along with the audited financial statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The Company’s Financial Performance, for the year ended March 31, 2018 is summarized below:

Particulars	2017-2018 (Amt. in Rs.)	2016-2017 (Amt. in Rs.)
Revenue from Operations	4923.51	3385.70
Other Income	8.12	24.07
Total Income	4931.63	3909.76
EBITDA	413.63	329.25
Less: Finance Cost	218.91	221.10
Less: Depreciation & Amortisation Expenses	84.10	64.53
Profit Before Tax	110.62	43.62
Tax Expenses	35.14	13.04
Profit After Tax (PAT)	75.48	30.58
Other Comprehensive Income (Net of tax)	0	0
Total Comprehensive Income after tax	75.48	30.58
Earnings per equity share
a. Basic	0.59	0.28
b. Diluted	0.59	0.28

FINANCIAL PERFORMANCE

Your Directors are pleased to report that for the year under review, your Company has total revenue during the financial year 2017-18 at Rs.4931.63 Lakh as compared to last year (Rs.3385.70 Lakh in 2016-17) while the Profit after tax (PAT) for the year was Rs.75.48 Lakh, as compared to the Profit after Tax (PAT) of Rs.30.58 Lakh in 2016-17.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs.150,000,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lac) Equity shares of Rs.10/The Paid Up Equity Share Capital as at March 31, 2018 was Rs.12,72,30000/- divided into 12,72,3000 Equity Shares, having value of Rs.10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any employee stock options and sweat equity.

DIVIDEND

During the year Company was declared and paid an Interim Dividend 0 1% on the equity share of 12,72,3000 carrying face value of Rs.10/- each, (i.e. 10/- paisa per Equity Share) amounting to Rs.12,72,300/Further, Your Directors have pleasure in recommending, for approval of the Members, at its 11th Annual General Meeting, a Final Dividend 0 1% on the equity share of 12,72,3000 carrying face value of Rs.10/- each, (i.e. 10/- paisa per Equity Share) amounting to Rs.12,72,300/- for the year ended March 31, 2018. If approved at the forthcoming Annual General Meeting.

SUBSIDIARIES

The Company does not have any subsidiary or associate companies.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as “Annexure A” and forms an Integral part of the Report.

PUBLIC DEPOSITS

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

Employee Stock Option Scheme

Under the “ESOP Scheme 2016”, Company received an approval to grant an option of total 450000 equity shares to the eligible employees of the company. During the year options granted to the eligible employees of the company, but not exercise by eligible employees after competition of one year from option granted.

BOARD OF DIRECTORS

- Re-appointment of Director

As per the provisions of the Companies Act, 2013, Mrs. Sangeetaben Niteshbhai Vaghasiya, Director (DIN:06910845) retires by rotation at the ensuing 11th AGM and being eligible offers herself for re-appointment. The Board recommends the reappointment of Mrs. Sangeetaben Niteshbhai Vaghasiya, Director of the company.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has approved the reappointment of Mr. Nitesh Vaghasiya as Chairman cum Managing Director for a period of 3 years with effect from April 1, 2019 to March 31, 2022 subject to approval of the members at the ensuing Annual General Meeting.

- Independent Directors

In terms of the definition of ‘Independence’ of Directors as prescribed under Clause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Company has obtained declaration from independent directors as per above Regulations. The following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:

1. Mr. Kanjibhai G. Patel

2. Mr. Jayshankarbhai B. Dave

3. Mr. Bipinchandra M. Sangani

- Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our company, below are the details of the Key Managerial personnel of our company:

Mr. Diljeet Bhatti

Diljeet Bhatti aged 46 years is Chief Financial Officer of our company. He has an experience of 28 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Mr. Diljeet Bhatti was initially appointed as a senior accountant and has been promoted to the post of CFO on August 9, 2014.

Mr. Mavur Gangani

Mayur Gangani aged 32 years is a Company Secretary and Compliance Officer of our company. He is an associate member of an ICSI. He has joined our company on August 14th, 2014. He has more than 9 years of experience in secretarial matters.

Committees of the Board

The Company has constituted various committees. Following committees has been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act,2013 and SEBI (LODR) Regulation,2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

Board Evaluation

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year 5 (Five) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

Auditors (A) Statutory Auditors

M/s. Bhavin Associates, Chartered Accountants, (FRN: 101383W), were appointed as a Statutory Auditors of the Company to hold office till the conclusion of the 15th AGM to be held in the year 2022 are recommended for ratification of appointment for the Financial Year 2018-19. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Bhavin Associates that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.

The Report given by M/s Bhavin Associates, Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s Piyush Jethva, Practising Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2017-18. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure B to this Report.

(C) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, The Company has appointed a professional as full-time employee to act as Internal Auditor. Further, due to not meet any qualified professional as per the eligibilities mentioned under the Companies Act, 2013 to act as Internal Auditor, Company appoints an internal auditor qualified as Inter CA and pursuing LLB.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act, 2013 which specifies the requirement of forming the Corporate Social Responsibility Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party as approved by the Board and Audit committee.

Each contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto. Your Company’s Policy on related Party Transactions, as adopted by the Board, can be accessed on the company’s website.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2018 received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board And Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

PARTICULARS OF EMPLOYEES

The information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure C

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment :

Installation of energy efficient LED Panel and Tube Lights, LED street lights and high bay lights.

Replacing of old Transformers with more energy efficient and having facility of Auto tap changing which gives linear voltage supply to reduce energy consumption and losses.

Improved preventive maintenance of machines to reduce energy loss.

Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) Following new cables have been designed, developed and type approvals obtained/successfully launched in the market:

- New Range of Automotive Wires developed for Higher Temperature application

- Developed Elevator and Crane Application Cables

- Developed PV Solar Cables for solar energy systems.

(ii) the benefits derived like product improvement, cost reduction, product development:

- The aforesaid newly developed products have been introduced in the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(iii) Imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

a) Technology Imported: Printer for Cable Labelling

b) Year of Import: 2017

c) Has technology been fully absorbed? : Yes

d) If not fully absorbed, areas where this has not taken place, reasons therefore, and future plans of action: Not applicable

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports : Rs.74.71 Lakh

ii) Outgo by way of Imports : Rs.4.11 Lakh MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

LISTING

The Company’s Shares are listed on BSE Limited at Mumbai DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and 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 March 31, 2018 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION

Your Directors would like to express their sincere appreciation to the company’s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.

For and on behalf of the Board of Directors

Ultracab (India) Limited,

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No:01899455)

Date: 8th August, 2018

Place: Rajkot.

---

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 9th Annual Report along with the audited financial statements for the year ended March 31, 2016.

FINANCIAL RESULTS

The Company''s Financial Performance, for the year ended March 31, 2016 is summarized below:

No.	Particulars	2015-2016 (Amt. in Rs.)	2014-2015 (Amt. in Rs.)
1	Net Total Income	413,574,954	352,650,906
2	Less: Operating and Admin. Expenses	377,874,099	313,897,268
3	Profit before Interest, Depreciation and taxes	35,700,855	38,753,638
4	Less: Depreciation & Amortization	6,145,455	4,594,939
5	Add : Extra-ordinary and Exceptional item	225,191	-
6	Profit before Interest and Tax (PBIT)	29,780,591	34,158,699
7	Less : Interest	22,428,261	27,467,595
8	Profit Before Tax (PBT)	7,352,330	6,691,104
9	Less: Tax Expenses:
	1) Current Tax	2,271,870	2,067,551
	2) Deferred Tax	(1,023,721)	1,258,334
10	Profit After Tax (PAT)	6,104,181	3,365,219
11	Balance brought forward from Previous Year	-	-
12	Net Profit carried to Balance Sheet	6,104,181	3,365,219
13	Earnings per equity share	0.72	0.59

FINANCIAL PERFORMANCE

Your directors are pleased to report that for the year under review, your Company has been able to achieve, The total revenue during the financial year 2015-16 at Rs.4135.74 Lakh was higher by 17.28% over last year ( Rs. 3526.50Lacs in 2014-15) while the Profit after tax (PAT) for the year was Rs. 61.04 Lakh, a recording growth of 81.40 % over the Profit after Tax (PAT) of Rs 33.65 Lakh in 2014-15.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs 100,000,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity shares of Rs 10/During the Financial year, the paid up share capital of the Company is increased from Rs. 8,01,40,000 (Rupees Eight crore one lakh fourty thousand) divided into 80,14,000 (Four lakh Sixty eight thousand) equity shares of Rs. 10 each to Rs.8,48,20,000 (Rupees Eight Crore Fourty eight Lakh twenty Thousand) divided into 84,82,000 (Eighty Four lakh eighty two thousand) equity shares of Rs 10 each.

Due to issue of equity shares through Preferential allotment of 4,68,0000 (Four lakh sixty eight thousand) equity shares of face value of Rs 10 each at a premium of Rs. 39.30 on 30th April 2015.

DIVIDEND

As per observation of the Board of Directors for strengthening the position of the company no dividend is recommended for the financial year 2015-16.

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure A”.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

Employee Stock Option Scheme

In order to retain, reward, motivate desired talent for high level of individual performance, to create a culture of ownership, alignment with shareholder''s interests and to align employees'' objectives towards critical goals/ milestone of the Company, it is proposed to introduce "Ultracab (India) Ltd Employees Stock Option Scheme 2016" ("ESOP Scheme 2016" or "the Scheme"). Under the ESOP Scheme 2016, Company received an approval to grant an option of total 4,50,000 equity shares to the eligible employees of the company. During the year 2,00,000 Options are granted to the eligible employees of the company.

- DIRECTORS

Re-appointment of Managing Director

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nitesh Vaghasiya, Chairman cum Managing Director (DIN: 01899455), whose tenure as Managing Director expires on 31st March, 2016. Accordingly, Mr. Nitesh Vaghasiya, Managing Director being eligible and offers himself for Re-appointment. The Board recommends re-appointment of Mr. Nitesh Vaghasiya for the further tenure of three years .i.e. 1st April, 2016 up to 31st March, 2019 and his appointment will be subject to the approval of the members in the ensuing General Meeting.

- Re-appointment of Non-Executive Director

As per the provisions of the Companies Act, 2013, Mrs. Sangeetaben Vaghasiya Non-Executive Director (DIN: 06910845) retires by rotation at the ensuing 9th AGM and being eligible offers herself for re-appointment. The Board recommends the reappointment of Mrs. Sangeetaben Vaghasiya as Non-Executive Director of the company.

Independent Directors

In terms of the definition of ‘Independence'' of Directors as prescribed under Clause 16(1)(b) of SEBI (listing Obligation and Disclosure Requirement) Regulation, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013.,company has obtained declaration from independent directors as per above Regulations. The following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:

1. Mr. Kanjibhai G. Patel

2. Mr. Jayshankarbhai B. Dave

3. Mr. Bipinchandra M. Sangani

- Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our company, below are the details of the Key Managerial personnel of our company:

Mr. Diljeet Bhatti

Diljeet Bhatti aged 44 years is Chief Financial Officer of our company. He has an experience of 27 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Deeljit was initially appointed as a senior accountant and has been promoted to the post of CFO on August 9, 2014.

Mr. Mayur Gangani

Mayur Gangani aged 30 years is a Company Secretary and Compliance Officer of our company. He is an associate member of an ICSI. He has joined our company on August 14th, 2014. He has more than 9 years of experience in secretarial matters.

- Committees of the Board

The Company has constituted various committees. Following committees has been established as apart of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of Companies Act,2013 and SEBI (LODR) Regulation,2015:

1) Audit Committee

2) Shareholder and Investor Grievance Committee

3) Nomination and Remuneration Committee

A detailed note on the board and its committees is provided in the Corporate Governance Report forming part of this Annual Report.

- Board Evaluation

Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8 (4) of Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the Board Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning,

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remunerations provided in Section 178(3) of the Companies Act 2013, The Remuneration Policy is stated in the Corporate Governance Report.

- Meetings

During the year nine Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

- Auditors

(A) Statutory Auditors

The Company in its Board meeting held on 17th May, 2016 appointed M/s. J. A. Sheth & Associates, Chartered Accountants, Rajkot, (Firm Registration No. : 1 19980W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R. Harsoda & Co., Chartered Accountants, (Firm Registration No.: 128513W) Rajkot. The appointed Statutory Auditor has hold the office from the board meeting held on 17th May, 2016 to the conclusion of 09th Annual General Meeting subject to Re-appointment from the conclusion of 09th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company, However their term of Appointment and remuneration shall be ratified by the members of the company in this AGM.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013, The Board has appointed M/s Piyush Jethva, Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2015-16. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure B to this Report.

AUDITORS'' REPORT

The report of the Statutory Auditor along with Notes to Accounts are enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act,2013 which specifies the requirement of forming the Corporate Social Responsibility Committee .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report .

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Audit committee.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto is disclosed in Form No. AOC -2 annexed as Annexure C with this report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2016, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a vigil mechanism under Section 177(9) of the Companies Act, 2013 read with Companies (Meetings of Board And Its Powers ) Rule, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

Disclosure under Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

PARTICULARS OF EMPLOYEES

The information pertaining to Section 197(12) read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure D

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment :

- Installation of energy efficient LED Panel and Tube Lights, LED street lights and high bay lights.

- Replacing of old Transformers with more energy efficient and Having facility of Auto tap changing which gives Linear voltage supply to reduce energy consumption and losses.

- Improved preventive maintenance of machines to reduce energy loss.

- Utilized 125 KVA Generator as alternate source of Energy.

(B) Technology absorption:

(i) Following new cables have been designed, developed and type approvals obtained/successfully launched in the market:

- New Range of Automotive Wires developed for Higher Temperature application

- Developed Elevator and Crane Application Cables

- Developed PV Solar Cables for solar energy systems.

(ii) the benefits derived like product improvement, cost reduction, product development:

- The aforesaid newly developed products have been introduced in the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(iii) Imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

a) Technology Imported : Nil

b) Year of Import : Not applicable

c) Has technology been fully absorbed? : Not applicable

d) If not fully absorbed, areas where this has not taken place, reasons therefor, and future plans of action : Not applicable

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows as follows:

i) Earnings by way of Exports : Rs. 89.45 Lakh

ii) Outgo by way of Imports : NIL

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and 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 March 31, 2016 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. 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.

For and on behalf of the Board of Directors

Ultracab (India) Limited,

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No:01899455)

Date: 11-07-2016

Place: Rajkot.

---

Mar 31, 2015

The Directors have pleasure in presenting the 8th Annual Report along with the audited financial statements for the year ended March 31, 2015.

FINANCIAL RESULTS:

The Company's Financial Performance, for the year ended March 31, 2015 is summarized below: Particulars Year ended on 31.03.2015 Year ended on 31.03.2015 (Amt,In Rs) (Amt, In Rs)

Total Income 35,26,50,906 31,80,57,406

Less: Expenditure & Depreciation 34,59,59,802 30,63,63,396 Profit

before Tax (PBT) 66,91,104 1,10,57,709

Less: Tax (including deferred tax) 33,25,885 38,47,191

Profit After Tax (PAT) 33,65,219 72,10,515

FINANCIAL PERFORMANCE

During the financial year under review, the Revenue of the company increased to Rs. 3,45,93,500 as against previous year turnover of Rs. 31,80,57,406. The Profit after tax for the year was Rs. 33,65,219 as compared to Rs, 72,10,515 during previous year ended on 31st March, 2015.

INCREASE IN AUTHORISED SHARE CAPITAL

During the year under review, the authorized equity share capital was increased on June 02, 2014. The authorized share capital was increased from Rs. 3,00,00,000 (Rupees Three Crores) consisting of 30,00,000 Equity s hares of Rs. 10 each to Rs. 10,00,00,000 (Rupees Ten Crupees only) consistng of 1,00,00,000 Equity shares of R s. 10 each.

DIVIDEND

As per observation of the Board of Directors for strengthening the fposition of the company no dividend is recommended for the financial year 2014-15.

CONVERSION OF COMPANY INTO APUBLIC LIMITED COMPANY

During the FV 2013-14, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 2013 and the name of the Company was changed to "Ultra cab {India) Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated 30thJuly, 2014.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2013-14, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 2013 and the name of the Company was changed to "Ultra cab (India) Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated 30th July, 2014.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company's securities have now been listed on SME Platform of the BSE Limited on 1Oth October, 2 014 and the Company has paid listing fees to the Exchange fortheyear2Q15-lG.

INITIAL PUBLICOFFERING

Curing the year company came out with an initial public offering of 22,14,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 36/- per share (including a share premium of Rs. 26/-per equity share) aggregating to Rs. 797.04 iacs.

The Public Issue opened for subscription on 15th September, 2014 and closed on 23rd September, 2014 The basis of allotment was finalized in consultation with the Designated Stock Exchange -Bombay Stock Exchange Limited. The Company's share got listed on SM E platform of BSE Limited on 10th October, 2014.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company's equity shares have been dematerialized to be traded in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India.) Limited (CDSL), Mumbai. Further, the Company has appointed M/s. Big share Services Private Limited as the Registrar to the Company.

SUBSIDIARIES

Presently there is no subsidiary of the Company,

EXTRACTOF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT-9 is annexed herewith as "AnnexureA".

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

DIRECTORS

The Board of the Company has Six (6) Directors consisting of Three (3) Independent Directors, One (1) Non-executive Director (Woman Director). One [1) Whole-time Director and Managing Director (MD) as on March 31,2015.

Independent Directors

In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act 2013 and based on the confirmation/disclosures received from the Directors; the following Independent Directors were appointed for a period of 5 years with effect from 9th August, 2014:-

l.Mr.KanjibhaiG.Patel

2. M r. Jayshan karbha IB. Dave

3. Mr. BipinchanoVa M.Sangani

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013, a company shall have a( least one Woman Director on the Board of the company, The Board of Directors had appointed Mrs. Sangeetaben N.Vaghasiya as Woman Director with effect on ZSth June, 2014.

Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our company, below are the details of the Key Managerial personnel of our company:

Mr. Diljeet Bhatti

Diljeet Bhatti aged 43 years is Chief Financial Officer of our company. He has an experience of 25 years in the field of accounts, excise and export. He has joined our company on January 01, 2009. Delight was initially appointed as a senior accountant and has been promoted to the post of CFOonAugust9,2014,

Mr. MayurGangang

MayurGangan aged 29 years is a Company Sec rotary and Compa n ce Offi cer of our company. He is an associate member of an ICS1. He has Joined our companion August 14th, 2014. He has more than 7 years of experience in secretarial matters.

Committees of the Board

The Company has several committees which have been established as a part of the best corporate govern a nee practices and are incompliance with the requirements of the relevant provisions of applicable laws and statutes. The Board of Directors had on the recommendation and formed the following Committees in compliance with the corporate governance norms by passing board resolution in Board meeting on August 14th, 2014.

1. Audit Committee

Our company has constituted an Audit committees as per Section 177 of the Companies Act, 2013 and clause 52 of the SME Listing Agreement to be entered with SME, and Mr Bipinchandra Sangani was appointed as Chairman of the committee,

2. Stakeholders Relationship Committee

0ur company has constituted Stakeholder Relationship Committee to redress complaints of the shareholders. Mrr Kanjibhai G, Patel was appointed as chairman of the committee.

3. No mi nation & Remuneration Committee

Our company has constituted Nomination & Remuneration Committee in accordance to section 178 of the companies act 2013. Mr. Kanjibhai G. Patel was appointed as Chairman -f the committee.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors, During the year Thirteen Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis Report for thee year under review as stipulated under Clause 52 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

Auditors

(A) Statutory Auditors

The Company, ratifies the appointment of M/s R.HARSODA & CO., Chartered Accountants (M. No. 127 385) as the Statutory Auditors of the Company to hoId office from the con collusion of the is meeting until the conclusion of the Annual General Meeting to be held for the financial year 2016-17 on such

remuneration as may be determined by the Board of Directors-

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any fur there comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(B) Secretarial Auditors and Secretarial Audit Report

Pursuant to Sect on 204 of the Companies Act 2013, The Board has appointed CS PiyushJethva, Practicing Company Secretary, Rajkot to conduct Secretarial Audit for the financial year 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. There is a procedural laps in case of Non-Filing/Late Filing in advertisement The Secretarial Audit Report for the financial year ended March 31,2015 is annexed here with marked as Annexure E to this Report.

AUDITORS" REPORT

The observations of Auditors in their report read with notes to the accounts are self-explanatory.

CO RPORATE SOCIAL RESPONSIBILITY(CSR)

The Company is not coming under the criteria as mentioned in Section 135 of the Companies Act,2013 which specifies the requirement of forming the Corporate Social Responsibility Committee,

PARTICULARS OF LOANS, GUARANTEES OR IN VESTMENTS UN DER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 1S6 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE GOVERNANCE

The Company te committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate govern a nee practices as prevalent globally. The report on Corporate Govern a nee as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board- The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 13& of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2annexed as Annexure-C with this report.

PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires per- clearances for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Al Board of Directors and the designated employees have confirmed compliance with the Code.

DECLARATION OFTHE DIRECTORS ONTHE CODEOF CONDUCT

This is to inform that the Company has adopted a Code of Conduct for its employees including the Directors. We confirm that the Company has in respect of the financial year ended 31st March, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Copany has adopted a vigil mechanism under Section 177(9} of the Companies Act, 2013 read with Companies (Meetings of Board And Its Powers ) Rule, 2014 to deal with instance of fraud and mismanagement and report genuine concerns in prescribed manner. Also under Clause 52 of the 5M E Equity Listing Agreement the Company has a mechanism called Whistle Blower Policy for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy.

Disclosure under Workplace (Prevention, Prohibition & RedressaI) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. Al employees (permanent, contractual, temporary, trainees) are covered under this policy.

PARTICULARS OF EMPLOYEES

A statement giving particulars under Section 197 of the Companies Act, 2 Q13 is annexed to the Report as Annexure,

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy;

{I) Steps taken or impact on conservation of energy, utilizing alternate sources of energy and capital investments on energy conservation equipment's;

- Installation of energy efficient LED Panel and Tube Lights, LED street lights and high bay lights.

- Replacing of old Transformers with more energy efficient and Having facility of Auto tap changing which gives Lin ear voltage supply to reduce energy consumption and losses.

- I am proved preventive maintenance of machines to reduce energy toss.

- Utilized 12 5 KVA Generator as estimate source of Energy.

(B) Technology absorption:

(i) Following new cables have been designed, developed and type approvals obtained/successfully launched in the market:

- New Range of Automotive Wi res developed for High temperature application

- Developed Elevator and Crane Application Cables

- Developed PV Solar Cables for solar energy systems,

(ii) the benefits derived like product improvement, cost reduction, product development:

The aforesaid newly developed products have been introduce din the market and give significant benefits in terms of quality, better performance of the end-user application and import substitution.

(ii) imported technology {fm ported during the last 5 years reckoned from the beginning of the financial year):

a)Technology Imported: Nil

b) Year of Import: Not applicable

c) Has technology been fully absorbed: Not applicable

d) If not fu11y absorbed, areas where this has not taken piece, reason s therefor, and future pians of action: Not applicable

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in term s of actual outflows as follows:

i) Earnings by way of Exports: Rs. 81.15 Lacs

ii) Outgo by way of Imports: NIL

M ATERIALCHANG ES AND COMMITMENTS

There are no material changes and commitments which has occurred between the end of the financial year of the Company to which the firancial staterTients relate and the date of the rqport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed

that:

a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable according standard s read with requirements set out under Schedule 111 to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such according policies and applied them con distantly and made judgments and estimates that are reasonable and prudent so as to give a t rue and fair view of the state of affairs of the Company as at March 31,2015 3nd of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of ad equate accounting records in accordance with the provisions of the Act safeguard in g the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a "going concern' basis;

e) the Directors have laid down internal financial control s to be followed by the Company and that such intimal facial control sere adequate and are operating effectively; and

f)the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

Vour Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Our Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Ultra cab (India) Limited

Sd/-

Nitesh P. Vaghasiya

Chairman & Managing Director

(DIN No: 01899455)

Date: 24th, August 201S

Place: Raj kot.