Directors Report of UCAL Ltd.

Mar 31, 2025

The Directors present this 39^th Annual Report along with the Audited Financial Statements of the Company for the financial year
ended 31^st March 2025.

1. FINANCIAL RESULTS

The Comparative results of Audited Standalone and Consolidated Financial Statements for the financial year ended
31^st March 2025 and 31^st March 2024 are as follows: ('' In Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 31.03.2025	Financial Year 31.03.2024	Financial Year 31.03.2025	Financial Year 31.03.2024
Revenue from operations	58,279.83	48,248.34	80,229.47	72,314.67
Total Expenditure	52,683.02	43,538.12	76,252.44	68,445.29
Operating Income	5,596.81	4,710.22	3,977.03	3,869.38
Other Income	1,899.05	564.47	2,220.00	1,027.89
Profit before Interest, Depreciation, Tax and Exceptional items	7,495.86	5,274.69	6,197.03	4,897.27
Interest	2,253.61	1,752.54	2,949.60	2,443.18
Depreciation	2,227.28	1,822.78	4,091.18	3,338.41
Share of Profit/(Loss) of Associate	-	-	-	(0.86)
Profit before Tax & Exceptional Items	3,014.97	1,699.36	(843.75)	(885.17)
Exceptional items
Profit/(Loss) before Tax	3,014.97	1,699.36	(843.75)	(885.17)
Tax Expense/(credit)	754.60	1,583.40	784.25	1,640.74
Profit/(Loss) after Tax	2,260.37	115.96	(1,628.00)	(2,525.91)
Balance of profit brought forward from last year	14,309.68	14,660.16	14,499.95	17,484.40
Amount available for appropriation	16,570.05	14,776.12	12,871.95	14,958.49
Appropriations
Transfer to general reserves	-	-	-	-
Dividend paid during the year	-	(442.27)	-	(442.27)
Tax on dividend	-	-	-	-
Other comprehensive Income/(loss)	(183.78)	(24.17)	(18.64)	748.64
Balance Profit Carried to balance sheet	16,386.27	14,309.68	12,853.31	15,264.86

2. COMPANY''S PERFORMANCE

During the year, your Company''s total standalone revenue
was ?58,279.83 Lakhs as against ? 48,248.34 Lakhs in FY
2023-24 representing an increase of 20.79% over that
of the previous year owing to increase in the customer
requirements. The consolidated revenue of the Company
has also witnessed increase from ? 72,314.67 Lakhs in
FY 2023-24 to ? 80,229.47 Lakhs registering a growth of
10.94%. The PBDIT has increased from ? 5,274.69 Lakhs
(FY 2023-2024) to ? 7,495.86 Lakhs (FY 2024-2025) due
to efficient management of production overheads and
inventory cost of the Company. The Company has netted
a Profit After Tax (PAT) of ? 2,260.37 Lakhs contributing

3.88% of the turnover of FY 2024-25. On Consolidated
basis, the Company has marginally reduced net loss
from ?2,525.91 Lakhs (FY 2023-24) to ?1,628 Lakhs
(FY 2024-25) mainly contributed to increase in the
revenue and other income as against the previous year.

3. DIVIDEND

In order to preserve cash flow for meeting out
future capex requirements for various projects to be
undertaken by the Company, the Board of Directors has
decided to retain the profits and hence no dividend was
recommended by the Board of Directors for the financial
year 2024-25.

4. TRANSFER TO GENERAL RESERVE

The Company retained the entire surplus in the Profit
and Loss account and hence there has been no transfer
to the general reserve of the Company for the financial
year 2024-2025.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on
31^st March 2025 stood at ^22,11,36,250 consisting of
2,21,13,625 equity shares having face value of ?10/-
each fully paid up. There has been no change in capital
structure of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The main business of the Company is manufacturing
automotive components / parts and pumps, emission
control parts and various components for both ferrous
and non-ferrous material and offers comprehensive
electronic fuel injection management Systems

for Automotive Sector. A detailed analysis on the
performance of the automotive industry, Companies''
performance, internal control systems, risk management
are presented in the Management Discussion and
Analysis Report forming part of this report and provided
in Annexure I.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

The Company has two wholly-owned subsidiaries as on
31^st March 2025. There has been no material change in
the nature of the business of the Subsidiaries. Pursuant to
Section 129 (3) of the Companies Act, 2013 a statement
containing the salient features of financial statements of
the Company''s subsidiaries viz., Ucal Polymer Industries
Limited (UPIL) and Ucal Holdings Inc., (UHI) in Form AOC-
1 is attached to the financial statements of the Company
and is given in Annexure-II.

In terms of section 136 of the Companies Act, 2013
the Company has not attached the financial statements
of the subsidiary companies. However, the financial
information of the subsidiary companies is disclosed in
the annual report as Consolidated Financial Statements
in accordance with the applicable Accounting Standards
(Ind AS). The annual accounts, reports and other
documents of the subsidiary companies will be available
for inspection during business hours, by any shareholder
of the Company at the registered office of the Company
and has placed separate audited financial statements
of each of its subsidiary on its website www.ucal.com.
The Company shall also provide a copy of the audited

financial statement in respect of each of its subsidiary
companies upon request by any of its shareholders

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and its
Committees, viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Corporate Social Responsibility
Committee were constituted in accordance with
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI
LODR), wherever applicable. The Corporate Governance
Report annexed to this report as Annexure-IX contains
an overview of the role, terms of reference, meetings and
composition of the Board of Directors of the Company
and its Committees.

During the year under review, the following were the
changes in the composition of Board of Directors.

â¢ Mr. Ram Ramamurthy (DIN:06955444), Director
retires by rotation and being eligible, offers himself
for re-appointment in this 39^th Annual General
Meeting of the Company.

â¢ Mr. Adithya Srivatsa Jayakar was appointed as
Deputy Managing Director for a period of five years
with effect from 12^th November 2024.

â¢ Mr.R.Sundar was appointed as Independent
Director for a period of three years with effect from
12^th November 2024.

â¢ Mr.Abhaya Shankar resigned from the post of
Whole-time Director and Chief Executive Officer
with effect from 12^th November 2024

â¢ Mr. Abhaya Shankar was appointed as Non Executive
Director for a period of two years with effect from
13^th November 2024

â¢ Mr. T Jaisankar was appointed as Chief Executive
Officer with effect from 13^th November 2024.

â¢ Mr. Jayakar Krishnamurthy, Managing Director,
Mr.Adithya Srivatsa Jayakar, Deputy Managing
Director, Mr. Ram Ramamurthy, Whole-time
Director, Mr. T Jaisankar, Chief Executive Officer,
Mr.M.Manikandan, Chief Financial Officer and
Mr.S.Narayan, Company Secretary hold the office
of Key Managerial Personnel of the Company as on
31^st March 2025.

The Information required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel)

Rules, 2014 in respect of Directors, Key Managerial
Personnel and Employees are given in Annexure-III to
this report. The information as per Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this
Report. Brief resume/details of Directors who are to be
appointed/re-appointed as mentioned herein has been
furnished in Annexure-A along with the explanatory
statement in the Notice convening the ensuing
39^th Annual General Meeting of the Company.

The Director(s) who are proposed for appointment/
re-appointment at the ensuing 39^th Annual General
Meeting of the Company, in Boards'' opinion, they
possess integrity, necessary expertise, relevant
experience and proficiency. The Corporate Governance
Report annexed to this report contains necessary
disclosures regarding the Director(s) and the terms and
conditions of appointment of Independent Directors
have been disclosed on the website of the Company at
https://www.ucal.com/UCAL-ID-appointment-letter.pdf.
All the Directors have affirmed compliance with the Code
of Conduct of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013 confirming
that he/she meets the criteria of independence as laid
out in Section 149(6) of the Companies Act, 2013 and in
accordance with Regulations 16(1) (b) and 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and there has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

The Board of Directors at its first meeting of the financial
year 2025-26 held on 30^th May 2025 has taken on record
the declarations and confirmations submitted by the
Independent Directors and other Directors in terms of
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has also obtained a certificate from the
Practicing Company Secretary that none of the Directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as Directors of companies by the SEBI/ Ministry of
Corporate Affairs or any such statutory authority. There
are no Alternate Directors being appointed on the Board
of the Company.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As the Company is not falling under top one thousand
listed entities based on market capitalization, the
Business Responsibility and Sustainability Report is not
mandatorily applicable.

11. NUMBER OF BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR

During the year under review, 10 (Ten) Board Meetings
were convened and held, the details of which are given
in the Corporate Governance Report. The intervening
gap between the meetings of the Board of Directors was
within the time period prescribed under the Companies
Act, 2013.

12. BOARD COMMITTEES

The primary committees of the Board are Audit
Committee, Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee and Corporate
Social Responsibility Committee. A detailed note on the
committees along with the details of their meetings
held during the year is provided under the Corporate
Governance Report forming part of this Board''s Report.

13. DETAILS OF RECOMMENDATIONS OF AUDIT
COMMITTEE WHICH WERE NOT ACCEPTED BY THE
BOARD ALONG WITH REASONS.

The Audit Committee generally makes certain
recommendations to the Board of Directors of the
Company during their meetings held to consider any
financial results (Unaudited and Audited) and such other
matters placed before the Audit Committee as per the
Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
During the year, the Board of Directors has considered all
the recommendations made by the Audit Committee and
has accepted and carried out all the recommendations
suggested by the Committee to its satisfaction. Hence
there are no recommendations unaccepted by the Board
of Directors of the Company during the year under
review.

14. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

14.1 Nomination and Remuneration policy

The Company has formulated a Nomination and
Remuneration Policy in compliance with Section 178 of
the Companies Act, 2013 read along with the applicable

Rules thereto and Part D of Schedule II of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time. This policy is being governed
by the Nomination and Remuneration Committee
and the policy lays down the standards to be followed
by the Nomination and Remuneration Committee
for appointment, remuneration and evaluation of
the Directors, Key Managerial Personnel and Senior
Management of the Company. The key objectives of the
Policy are:

a. To formulate the criteria for determining
qualifications, competencies, positive attributes
and independence for appointment of a Director
(Executive / Non-Executive) and recommend
to the Board of Directors of the Company (the
"Board"), policies relating to the remuneration of
the Directors, Key Managerial Personnel and other
employees.

b. To formulate criteria for evaluation of the members
of the Board and provide necessary report to the
Board for further evaluation of the Board.

c. To provide to Key Managerial Personnel and Senior
Management reward linked directly to their effort,
performance, dedication and achievement relating
to the Company''s operations.

To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons
and create competitive advantage. The remuneration
policy is designed keeping in mind various factors
like financial position of the Company, trend in the
industry, qualification and experience of the appointee,
past performance and past remuneration of the
appointee. The philosophy behind the remuneration
policy is to attract and retain talented individuals and
develop and motivate them to achieve the goals of the
organisation. The remuneration to the Chairman and
Managing Director and Whole-time Director shall be in
accordance to the limits / percentage / conditions laid
down in the Companies Act 2013. The remuneration
to other employees will be such that it ensures a direct
relationship to their performance. The remuneration
policy is disclosed in the website of the Company at
https://www.ucal.com/investor/UCAL-Nomination-
Remuneration-Policy.pdf. The Salient features of the
Nomination and Remuneration Policy is annexed
herewith marked as Annexure-IV and forms part of this
report.

14.2 Corporate Social Responsibility (CSR) Policy

Your Company recognizes that its business activities have
wide impact on the societies in which it operates, and
therefore an effective practice is required giving due
consideration to the interests of its stakeholders i ncluding
shareholders, customers, employees, suppliers, business
partners, local communities and other organizations.
Your Company endeavours to make CSR an important
agenda and is committed to its stakeholders to conduct
its business in an accountable manner that creates a
sustained positive impact on society. Your Company
satisfying the threshold as stipulated under Section 135
of the Companies Act, 2013 has established the CSR
Committee comprising of members of the Board and the
Chairman of the Committee is an Independent Director.
The said Committee has formulated and approved the
CSR policy as per the approach and direction given by the
Board pursuant to the recommendations made by the
Committee. The CSR Policy of the Company focuses on
constitution of CSR Committee, roles and responsibilities
of CSR Committee, CSR activities to be undertaken and
allocation of funds for carrying out such CSR activities,
Implementation and monitoring the execution of CSR
activities for the Company. The Policy applies to all CSR
projects/programmes undertaken by the Company in
India as per Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities as required under
the provisions of the Companies Act, 2013 is annexed
herewith marked as Annexure-V and forms part of this
report.

14.3 Whistle Blower Policy:

the Company''s Code of Conduct, misuse or abuse of
authority, fraud or suspected fraud, violation of Company
rules, manipulations, negligence causing danger to
public health and safety, misappropriation of monies
etc., the Board has adopted a Whistle Blower Policy. The
Policy also provides for access to the Chairman of the
Audit Committee and no person has been denied access
to the Audit Committee. The details are explained in
the Corporate Governance Report and are also posted
on the Company''s website at https://www.ucal.com/
investor/UCAL-Whistle-Blower-Policy.pdf.

14.4 Risk Management Policy:

The Company has adopted an all-pervasive Risk
Management Policy to ensure that effective risk
management is in place to address the overall business
risks and concerns. The Company has a risk management
mechanism in place to manage uncertainties through
risk identification, assessment of risk on the scale of
probability and severity, risk management framework,
risk matrix, risk score, the format of reporting of risk areas
and mitigation plan to overcome the risks circulated to
all the department heads. The Risk Management Policy is
disclosed in the website of the Company at https://www.
ucal.com/investor/UCAL-Risk-Management-Policy.pdf.

14.5 Sexual Harassment Policy:

The Company has in place a policy for prevention of
sexual harassment in line with the requirements of
The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
internal Complaints Committee has been set up at
each plant to redress sexual harassment complaints.
All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints
were received during the financial year 2024-25. The
Sexual Harassment policy is disclosed in the website of
the Company at https://www.ucal.com/investor/UCAL-
SEXUAL-HARRASSMENT-POLICY.pdf.

14.6 Prevention of Insider Trading:

The Company has framed a code of conduct for
prevention of insider trading based on Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This code is applicable to all the Board
members/ employees/officers/ designated persons of the
Company. The code requires pre-clearance for dealing in
the Company''s shares and prohibits the purchase or sale
of Company shares by the Directors and the Designated
Persons while in possession of unpublished price
sensitive information in relation to the Company and
during the period when the trading window is closed.

The code of conduct for prevention of insider trading is
disclosed in the website of the Company https://www.
ucal.com/investor/UCAL-insider-trading-code.pdf.

15. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
as stipulated in the code for Independent Directors
under Schedule IV of the Companies Act, 2013 a
separate meeting of Independent Directors was held
on 14^th February 2025 to review the performance of
non-independent directors including Chairman and
Managing Director and the Board as a whole. The
Independent Directors also in the said meeting assessed
and reviewed the quality, quantity and timeliness of the
flow of information between the Management and the
Board and its committees which is essential for effective
discharge of their duties. All the Independent Directors
attended the meeting.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Every Independent Director is briefed about the history
of the Company, its policies, customers, technological
developments, Company''s strategy, operations, product
offerings, organisation structure, human resources,
technologies, facilities and risk management. Factory
visits are also arranged for the Directors who wish to
familiarize themselves with the manufacturing processes
and operations of the Company. The Independent
Directors are briefed on their role, responsibilities,
duties and are kept updated on the various regulatory
and legislative changes that may occur from time to
time affecting the operations of the Company. The
Independent Directors are also briefed on the various
policies of the Company like the code of conduct for
directors and senior management personnel, policy on
related party transactions, policy on material subsidiaries,
whistle blower policy and CSR policy. The familiarization
programme for the independent directors is disclosed in
the website of the Company at https://www.ucal.com/
investor/UCAL Familiarisation Programme.pdf.

17. BOARD EVALUATION

by the Nomination and Remuneration Committee. The
methodology adopted by each Director who responded
to the survey has graded their peers against each
survey item from 1 to 3 with 1 marking they agree to
the evaluation parameters set out and 2 marking they
disagree to the evaluation parameters set out and
3 marking no opinion to the evaluation parameters
set out. The grading done on the basis of a 3-points
scale revealed more realistic data on measuring the
effectiveness of the Board dynamics, Director''s individual
performance and contribution, flow of information,
decision making of Directors and performance of Board
and Committee as a whole. Board Diversity and skill set
to review strategies, risk management dimensions and
processes, flow of information, adequacy and timeliness
of agenda materials, effectiveness of presentations and
more importantly the processes of reviewing strategic
matters, annual operating plan and strategic business
plans were the key focus areas for evaluation of the
Board and its Committee functioning. In terms of Section
134(3)(p) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015, the Board taking into consideration the positive
feedback on the Board Evaluation Process Document
from all the Directors, expressed their satisfaction on
evaluation of the performance of each Director widely
on the parameters in terms of their participation in the
Board Meetings, timely guidance provided by them to
the Management, criteria of independence met by them,
effective deployment of their Knowledge and expertise,
prudent business practices adopted by them towards
governance of the operations of the Company, adherence
to the highest standards of integrity and business ethics,
exercising their responsibilities in a bonafide manner in
the best interest of the Company and not allowing any
extraneous consideration that shall impede their decision
making authority in the best interest of the Company.
During the evaluation process, the Director who is being
evaluated did not participate. The Board also expressed
their satisfaction on the evaluation of the functioning
of the Board and Committee as a whole on the basis
of proper combination of Directors having specialized
knowledge, expertise and high caliber in driving the
growth and business of the Company, high degree of
professionalism maintained in conducting the Board and
Committee process, presence of gender diversity and
transparency while dealing with strategic matters and
openness of the Board to accept suggestions from any
member of the Board.

18. AUDIT COMMITTEE AND AUDITORS

18.1 Audit Committee:

The Audit Committee conforms to the requirements of
Section 177 of the Companies Act, 2013 and Regulation
18 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The members of the Audit Committee as on date
of this report are Mr.S.Balasubramanian, Independent
Director, Mr.I.V.Rao, Independent Director, Mr.R.Sundar,
Independent Director and Mr. Jayakar Krishnamurthy,
Managing Director. Mr.S.Balasubramanian is the
Chairman of the Audit committee. The committee met
7 (Seven) times during the year. Detailed disclosure on
the terms of reference and meetings are provided under
the Corporate Governance Report forming part of this
Board''s Report.

18.2 Statutory Auditors:

M/s R. Subramanian and Company, LLP, Chartered
Accountants, Chennai (Registration Number: 004137S/
S200041) were appointed as statutory auditors of the
Company as per the members'' approval accorded in
their 31^st Annual General Meeting (AGM) held on 28^thSeptember 2017 to hold office till the conclusion of
the 36^th Annual General Meeting of the Company. At
the Annual General Meeting held on 29^th August 2022,
the shareholders have approved the re-appointment of
Statutory Auditors for a second term of five consecutive
years commencing from 36^th Annual General Meeting
and to hold office upto the conclusion of the 41^st Annual
General Meeting of the Company to be held in the
calendar year 2027.

The emphasis of matter specified in the Independent
auditor''s report on the Standalone Financial Statements
has been explained in Note No.38(b) of the notes to
accounts. The Notes on financial statement referred to in
the Auditors'' Report are self-explanatory and do not call
for any further comments. The Auditors'' Report does not
contain any qualification, reservation, adverse remark
or disclaimer and no fraud have been reported by the
auditors under Section 143 (12) of the Companies Act,
2013 requiring disclosure in the Board''s report.

18.3 Secretarial Auditor:

Pursuant to the provision of Sections 179(3), 204 and
other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made thereunder, read with
Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board

of Directors based on the recommendation of the
Audit Committee, appointed M/s.P. Muthukumaran
& Associates, Practising Company Secretaries, (Firm
Regn No.P2024TN099300) (Peer Review Certificate
No.5642/2024) as Secretarial Auditors of the Company,
for a period of 5 (Five) consecutive financial years,
commencing from 2025-26 to 2029-30, to carry out
Secretarial Audit.

The said appointment is subject to the approval of the
Members by means of an Ordinary Resolution as set out
under Item No.4 of the Notice convening this Annual
General Meeting.

The report of the secretarial auditor in Form MR-3 for
the year ended March 31, 2025 is given in Annexure-VI
and forms part of this report.

18.4 Internal Auditors:

M/s. P. Chandrasekar, LLP, Chartered Accountants,
continue as internal auditors of the Company. Their
scope of work is periodically reviewed and updated by
the audit committee. It includes among other things
a review of the operational efficiency, effectiveness
of systems and controls in existence, review of the
processes to safeguard the assets of the Company
and assessing the strength of the internal control in all
areas. The internal auditor''s report is discussed with the
concerned stakeholders and corrective remedial action
is taken on a regular basis in consultation with the audit
committee. The internal auditors were present at the
audit committee meetings as and when required.

18.5 Cost Auditor:

Pursuant to the provisions of clause (g) of sub-section
(3) of Section 141 and sub section (3) of Section 148
of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, as amended,
the Board of Directors in their meeting held on
13^th August 2025 have appointed Mr.L.Thriyambak, Cost
Accountant (Membership No. 40720) as Cost Auditor for
the financial year 2025-2026 at ''3,00,000/- per annum
(Rupees Three Lakhs only) subject to the remuneration
being ratified by the shareholders at the ensuing Annual
General Meeting to conduct the audit of the cost
accounting records maintained by the Company relating
to those products as mandated by the Companies Act,

2013 and The Companies (Cost records and audit) Rules,

2014 as amended. The Company has received consent
from Mr.L.Thriyambak for appointment as Cost Auditor
for the financial year 2025-2026. The Audit Committee
had recommended his appointment and remuneration

subject to the compliance of all the requirements as
stipulated under the Act and circulars issued thereunder.
As specified by the Central Government under Section
148(1) of the Companies Act, 2013, the cost records
are required to be maintained by the Company and
accordingly such accounts and records are made and
maintained.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5)
of the Companies Act, 2013 the Directors to the best of
their knowledge and belief and according to information
and explanation obtained by them confirm that,

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures;

b) they have selected such accounting policies and
applied 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 at the end of the financial year 31^st March
2025 and of the profit and loss of the Company for
the year ended 31^st March 2025.

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

d) they have prepared the annual accounts on a "going
concern" basis.

e) they have laid down proper internal financial
controls to be followed by the Company and such
internal financial controls are adequate and are
operating effectively.

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

20. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR.

There are no proceedings pending under the Insolvency
and Bankruptcy Code, 2016 during the year under
review.

21. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review the Company has not
carried out any one-time settlement with the Bank or
Financial Institutions in respect of any loans availed from
them.

22. FINANCE

Your Company has banking arrangements with Bank of
Maharashtra and availed various working capital facilities,
which are provided in Note No.42. of Standalone/
Consolidated part of financials.

23. CAPITAL EXPENDITURE (CAPEX)

During the year, your Company has spent an amount of
''22.07 Crore towards Capex. For the year 2025-26, the
estimated Capex would be around ''48.13 crores towards
normal Capex.

24. LISTING OF EQUITY SHARES

Your Company''s shares are listed with BSE Limited (BSE),
Mumbai and National Stock Exchange of India Limited
(NSE), Mumbai. Your Company has paid the Listing Fees
for the financial year 2024-25.

25. OBLIGATION OF YOUR COMPANY UNDER THE
SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

In order to prevent sexual harassment of women at
workplace, a legislation - The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) act, 2013 was notified on December 09,
2013. Under the said Act, every Company is required to
set up an Internal Complaints Committee to look in to
complaints relating to sexual harassment at workplace
of any woman employee. All employees (permanent,
contractual, temporary trainees) are covered under this
policy.

Your Company has adopted a policy for prevention
of Sexual Harassment of Women at Workplace and
constituted an Internal Complaints Committee (ICC) with
Ms.Rohini Ravikumar, Advocate as one of its Members.
During the year 2024-25, there were no complaints.
Further adequate awareness programmes were also
conducted for the employees of your Company.

Details of Complaints received and redressed during the
Financial Year 2024-25:

(a) number of complaints of sexual harassment
received in the year: None

(b) number of complaints disposed off during the year:
None

The Company is fully compliant with the provisions of
the Maternity Benefit Act, 1961 including all applicable
amendments and rules made thereunder. The company
upholds the rights and welfare of its women employees
and ensures that all eligible employees are granted
maternity leave and benefits as prescribed under the
Act. Further that company provides a safe, inclusive
and supportive work environment to women and has
adopted appropriate policies to facilitate the same.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR activities are in the field of education,
sports, health, sanitation and preservation of culture
and heritage. As per Section 135 of the Companies
Act, 2013, the CSR Policy was formulated by the CSR
Committee and thereafter approved by the Board. The
CSR policy is displayed on the website of the Company
https://www.ucal.com/investor/UCAL-CSR-Policy.pdf.
Mr.S.Balasubramanian is the Chairman of the Committee
and Mr. Ram Ramamurthy, Mr. Jayakar Krishnamurthy,
and Mr.Adithya Srivatsa Jayakar are the other members
of the Committee. For the financial year 2024-25 the
report on corporate social responsibility is given as
Annexure-V and forms part of the Board''s Report.

27. PUBLIC DEPOSITS

During the financial year 2024-25, the Company has
not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules
2014 and there is no outstanding amount on account of
principal or interest on deposits from public as on date.

28. 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 Company''s website at https://www.ucal.
com/investor/Extract of Annual Return-MGT9.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

â¢ Transfer of Unclaimed Dividends to IEPF, during
the year under review:

Your Company transferred a sum of ''10,48,050
during the financial year 2024-25 to the Investor

Financial Year	Dividend per share	Unpaid/ Unclaimed dividend as on 31^st March 2025	Date of declaration	Last date for claiming unpaid dividend	Due date for transfer to IEPF
2017-18	10.00	971,580	29.09.2018	04.11.2025	03.12.2025
2018-19	9.00	8,30,997	30.09.2019	05.11.2026	04.12.2026
2019-20			Not declared
2020-21	2.00	2,64,599	30.09.2021	05.11.2028	04.12.2028
2021-22	2.00	7,66,453	29.08.2022	04.10.2029	03.11.2029
2022-23	2.00	6,91,534	29.09.2023	04.11.2030	03.12.2030
2023-24			Not declared

Education and Protection Fund established by the Central Government, in compliance with Sections 123 to 125 of the
Companies Act, 2013. The said amount represents the unclaimed dividends for the year ended March 31, 2017, which
were lying unclaimed with your Company for a period of seven years from the due date of payment.

â¢ Transfer of Shares to the Demat Account of the IEPF Authority:

In accordance with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, your Company transferred 5,597 Equity Shares of ''10 each fully paid-up, in respect of which the dividends
relating to the year 2016-17, remained unclaimed / unpaid for a period of seven consecutive years or more, to the
Demat Account of the IEPF Authority held with NSDL on December 2, 2024.

â¢ Year wise amount of Unpaid / Unclaimed Dividends lying in the Unpaid Account as on March 31, 2025.

â¢ Details of the Nodal Officer

Name: Mr.S. Narayan

Designation: Company Secretary and Compliance
Officer

Address: UCAL Limited

11 B/2.(S.P), First Cross Road,
Ambattur Industrial Estate,

Chenai 600058
Telephone: 044-66544719
E-Mail ID: [email protected]

30. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI
(LODR) REGULATIONS, 2015

Your Company does not have any Unclaimed Shares
issued in physical form pursuant to Public Issue/Rights
Issue.

31. INTERNAL CONTROL SYSTEMS AND ADEQUACY

wide area of operations and this is being continuously
reviewed by the Audit Committee. Internal audit is
conducted on a quarterly basis by a team of internal
auditors and the reports together with the action
taken reports are reviewed by the Audit Committee
periodically. The Board and Audit Committee ensure that
the internal financial control system operates effectively
and they regularly review the effectiveness of internal
control system in order to ensure due and proper
implementation and due compliance with applicable
laws, accounting standards and regulatory norms. A
system of management controls is also in place to ensure
higher levels of efficiency and to keep the organisation
competitive. All the critical functions of the Company
i.e., Sourcing and Procurement, Manufacturing, Costing,
Finance, Dispatch and Sales are handled through Oracle
fusion system which is well-integrated. Checks and
controls have been built into the system to handle the
transactions. Existing internal controls provide adequate
assurance to the management for all the transactions
covering operations, inventory, fixed assets, financial
records and compliance to statutory requirements. The
systems and controls are reviewed periodically to ensure
their effectiveness. The Board has adopted various
policies like Material Subsidiary Policy, Whistle Blower
Policy and Related Party Transactions Policy to safeguard
the assets of the Company, to ensure timely information
and to prevent and detect frauds and errors.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules 2014, on energy conservation,
technology absorption, foreign exchange earnings and
outgo is given in Annexure VII.

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

Particulars of loans and advances given, guarantees
given, securities provided and investments made are
provided in the Note No.3, 4, 11 and 46 of the notes to
accounts of the Standalone Financial Statements.

34. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments
which affect the financial position of the Company which
have occurred between the end of the financial year i.e.,
31.03.2025 to which the financial statements relate until
the date of this report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Company has framed a Related Party Transaction
Policy in compliance with Section 177 of the Companies
Act, 2013 and Regulation 23 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015, in
order to ensure proper reporting and approval of
transactions with related parties. The Policy is available
on the website of the Company https://www.ucal.com/
investor/UCAL-Related-Partv-Transactions-Policv.pdf.
The material transactions entered by the Company with
any related party during the financial year 2024-2025
did not have any potential conflict with the interest of
Company at large as per Section 188 of Companies Act,
2013. All transactions entered into with related parties
were at an arm''s length basis and in the ordinary course
of business. Form AOC-2 as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules 2014, is given in
Annexure- VIII and forms part of this report.

36. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the
Company during the year under review.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS OF THE COMPANY

During the year 2024-2025 no significant and material
orders were passed by the courts, regulators or tribunals
affecting the going concern status of the Company and
its future operations.

38. NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR

Consequent to the issue of preferential allotment by
Avironix Private Limited during the year FY 2024-25, the
shareholding of the Company in Avironix Private Limited
has come down from 49% to 1.66% and consequently
the Avironix Private Limited ceased to be the associate
company of the Companywith effect from 10^th July 2024.

39. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTS
IN HUMAN RESOURCES

Company''s Human Resource function is aligned with the
Company''s overall growth vision and continuously works
on areas such as recruitment and selection policies,
disciplinary procedures, reward/ recognition policies,
learning and development programmes as well as allÂ¬
round employee development. The Company provides a
safe and rewarding environment that attracts and retains
a talented team and where employees are engaged in
delivering exceptional results to the customers and
investors. The Company acknowledges the indispensable
role of all employees in driving continued success. During
the year cordial and healthy relations were maintained
with all sections/levels of employees.

40. CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code
of corporate governance as stipulated in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on corporate governance along with
certification of the Chief Executive Officer and Chief
Financial Officer is attached in Annexure-IX. Certificate
from M/s. P.Muthukumaran & Associates, a firm of
Practising Company Secretaries regarding compliance of
the conditions of corporate governance as stipulated by
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given in Annexure-X.

41. STATEMENT ON COMPLIANCE TO APPLICABLE
SECRETARIAL STANDARD

The Company has complied with all the applicable
secretarial standards as issued by the Institute of
Company Secretaries of India during the year 2024Â¬
2025.

42. ANNUAL GENERAL MEETING

To support the health and well-being of all stakeholders,
the 39^th Annual General Meeting of the Company would
be conducted through Video Conferencing (VC) or Other
Audio Visual Means (OAVM) on Monday, 29^th September
2025 at 3.00 p.m (1ST) as per the framework notified
by the Ministry of Corporate Affairs and Securities and
Exchange Board of India (SEBI). The notice convening
the 39^th Annual General Meeting shall contain detailed
instructions and notes in this regard.

annual report and the notice convening the 39^th Annual
General Meeting would be sent to the shareholders
whose e-mail addresses are registered with the Company
or their respective Depository Participants (DP).

43. DISCLOSURE UNDER SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) (SECOND
AMENDMENTS) REGULATIONS, 2023

During the year, the Company has not entered into any
agreements as mentioned in clause 5A to Para ''A'' of Part
A of Schedule III in terms of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) (Second Amendments) Regulations,
2023.

44. ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers,
vendors, suppliers and governmental agencies for
their continued support. The Board is grateful to the
shareholders for their continued trust and confidence in
the Company.

For and on behalf of the Board

JAYAKAR KRISHNAMURTHY

Place: Chennai Chairman and Managing Director

Date: 13.08.2025 DIN:00018987

Mar 31, 2024

The Directors present this 38^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Comparative results of Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2024 and 31^st March 2023 are as follows: ('' In Lakhs)

Particulars	Standalone		Consolidated
Particulars	Financial Year 31.03.2024	Financial Year 31.03.2023	Financial Year 31.03.2024	Financial Year 31.03.2023
Revenue from operations	48,248.34	58,429.11	72,314.67	82,298.90
Total Expenditure	43,853.81	53,775.29	68,610.98	76,554.46
Operating Income	4,394.53	4,653.82	3,703.69	5,744.44
Other Income	880.16	275.35	1,193.58	909.82
Profit before Interest, Depreciation, Tax and Exceptional items	5,274.69	4,929.17	4,897.27	6,654.26
Interest	1,752.54	1,811.80	2,443.18	2,208.24
Depreciation	1,822.78	1,826.84	3,338.41	3,802.93
Share of Profit/(Loss) of Associate	-	-	(0.86)	-
Profit before Tax & Exceptional Items	1,699.36	1,290.53	(885.17)	643.11
Exceptional items
Profit/(Loss) before Tax	1,699.36	1,290.53	(885.17)	643.11
Tax Expense/(credit)	1,583.40	431.52	1,640.74	557.86
Profit/(Loss) after Tax	115.96	859.01	(2,525.91)	85.25
Balance of profit brought forward from last year	14,660.16	14,186.59	17,484.40	17,778.03
Amount Available for appropriation	14,776.12	15,045.60	14,958.49	17,863.28
Appropriations
Transfer to general reserves		-		-
Dividend paid during the year	(442.27)	(442.27)	(442.27)	(442.27)
Tax on dividend		-
Other comprehensive Income/ (loss)	(24.17)	56.84	(16.27)	63.39
Balance Profit Carried to balance sheet	14,309.68	14,660.16	14,499.95	17,484.40

2. COMPANY''S PERFORMANCE

During the year, your Company''s total standalone revenue was ?48,248.34 Lakhs as against ? 58,429.11 Lakhs in FY 2022-23 representing a shortfall of 17.42% over that of the previous year due to decrease in the customer requirements. The consolidated revenue of the Company has also witnessed decrease from ? 82,298.90 Lakhs in FY 2022-23 to ? 72,314.67 Lakhs registering a de-growth of 12.13%. The PBDIT has increased from ? 4,929.17 Lakhs (FY 2022-2023) to ? 5,274.69 Lakhs (FY 2023-2024) due to efficient management of production overheads and inventory cost of the Company. The

Company has netted a Profit After Tax (PAT) of ? 115.96 Lakhs contributing 0.24% of the turnover of FY 2023-24. On Consolidated basis, the Company incurred net loss to the tune of ? 2,525.91 Lakhs due to re-measurement of deferred tax on account of new tax regime which was not present in the previous year which recorded the consolidated net profit of ? 85.25 Lakhs.

3. DIVIDEND

In order to preserve cash flow for meeting out future capex requirements for various projects to be undertaken by the Company, the Board of Directors has decided to retain the profits and hence no dividend was

recommended by the Board of Directors for the financial year 2023-24.

4. TRANSFER TO GENERAL RESERVE

The Company retained the entire surplus in the Profit and Loss account and hence there has been no transfer to the general reserve of the Company for the financial year 2023-2024.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March 2024 stood at ^22,11,36,250 consisting of 2,21,13,625 equity shares having face value of ?10/-each fully paid up. There has been no change in capital structure of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The main business of the Company is manufacturing automotive components / parts and pumps, emission control parts and various components for both ferrous and non-ferrous material and offers comprehensive electronic fuel injection management Systems

for Automotive Sector. A detailed analysis on the performance of the automotive industry, Companies'' performance, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report and provided in Annexure I.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two wholly-owned subsidiaries as on 31^st March 2024. There has been no material change in the nature of the business of the subsidiaries. Pursuant to Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of financial statements of the Company''s subsidiaries viz., Ucal Polymer Industries Limited (UPIL) and Ucal Holdings Inc., (UHI) in Form AOC-1 is attached to the financial statements of the Company and is given in Annexure-II.

In terms of section 136 of the Companies Act, 2013 the Company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies is disclosed in the annual report as Consolidated Financial Statements in accordance with the applicable Accounting Standards (Ind AS). The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the Company at the registered office of the Company and has placed separate audited financial statements

of each of its subsidiary on its website www.ucal.com. The Company shall also provide a copy of the audited financial statement in respect of each of its subsidiary companies upon request by any of its shareholders

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee were constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Corporate Governance Report annexed to this report contains an overview of the role, terms of reference, meetings and composition of the Board of Directors of the Company and its Committees.

During the year under review, the following were the changes in the composition of Board of Directors.

â¢ Mr. Ram Ramamurthy (DIN: 06955444) completes his term as Whole-time Director by 3^rd September 2024 and considering his experience and knowledge, the Board of Directors are of opinion that the re-appointment of Mr. Ram Ramamurthy as Whole-time Director will be in the best interests of the Company and justifiable under Section 196 (3) (a) of the Companies Act, 2013 and has accordingly recommended his reappointment as Whole-time Director for a further period of two years from 4^th September, 2024 to 3^rd September, 2026 on a remuneration as detailed in the Notice convening this 38^th Annual General Meeting

â¢ Mr. Abhaya Shankar (DIN:00008378), Whole-time Director and Chief Executive Officer retires by rotation and being eligible, offers himself for reappointment in this 38^th Annual General Meeting of the Company.

â¢ Mr.I.V.Rao (DIN:00329370) completed his first term as Independent Director on 12^th August 2024 and based on his skills, experience, knowledge and performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors on 30^th July 2024 has reappointed him for second term of five years with effect from 13^th August 2024. The Company has received requisite consent/declarations for reappointment of Mr.I.V. Rao (DIN:00329370) as an Independent Director as required under the Companies Act,2013 and rules made thereunder.

â¢ During the year Mr. M. Manikandan was appointed as Chief Financial Officer with effect from 3^rd August 2023 and was appointed as Chief Financial Officer and Key Managerial Personnel (KMP) with effect from 17^th August 2023 within the meaning of Section 2(51) of the Companies Act, 2013 in the place of Mr. V. Ramanathan who has resigned as Chief Financial Officer on 16^th August 2023.

â¢ Mr. Jayakar Krishnamurthy, Managing Director, Mr. Ram Ramamurthy, Whole-time Director, Mr. Abhaya Shankar, Whole-time Director and Chief Executive Officer, Mr.M.Manikandan, Chief Financial Officer and Mr.S.Narayan, Company Secretary hold the office of Key Managerial Personnel of the Company as on 31^st March 2024.

The Information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and Employees are given in Annexure-III to this report. The information as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. Brief resume/details of Directors who are to be appointed/re-appointed as mentioned herein has been furnished in Annexure-A along with the explanatory statement in the Notice convening the ensuing 38^thAnnual General Meeting of the Company.

The Director(s) who are proposed for appointment/ re-appointment at the ensuing 38^th Annual General Meeting of the Company, in Boards'' opinion, they possess integrity, necessary expertise, relevant experience and proficiency. The Corporate Governance Report annexed to this report contains necessary disclosures regarding the Director(s) and the terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company at http://www.ucal.com/ UCAL-ID-appointment-letter. pdf. All the Directors have affirmed compliance with the Code of Conduct of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and in accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the

circumstances affecting their status as Independent Directors of the Company.

The Board of Directors at its first meeting of the financial year 2024-25 held on 11^th April 2024 has taken on record the declarations and confirmations submitted by the Independent Directors and other Directors in terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also obtained a certificate from the Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority. There are no Alternate Directors being appointed on the Board of the Company.

10. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the year under review, 10 (Ten) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings of the Board of Directors was within the time period prescribed under the Companies Act, 2013.

11. BOARD COMMITTEES

The primary committees of the Board are Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the committees along with the details of their meetings held during the year is provided under the Corporate Governance Report forming part of this Board''s Report.

12. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year, the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried out all the recommendations suggested by the Committee to its satisfaction. Hence

there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

13. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

13.1 Nomination and Remuneration policy

The Company has formulated a Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy is being governed by the Nomination and Remuneration Committee and the policy lays down the standards to be followed by the Nomination and Remuneration Committee for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management of the Company. The key objectives of the Policy are:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board of Directors of the Company (the "Board"), policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b. To formulate criteria for evaluation of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

to other employees will be such that it ensures a direct relationship to their performance. The remuneration policy is disclosed in the website of the Company at https://www.ucal.com/investor/UCAL-Nomination-Remuneration-Policy.pdf. The Salient features of the Nomination and Remuneration Policy is annexed herewith marked as Annexure IV and forms part of this report.

13.2 Corporate Social Responsibility (CSR) Policy

Your Company recognizes that its business activities have wide impact on the societies in which it operates, and therefore an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. Your Company endeavours to make CSR an important agenda and is committed to its stakeholders to conduct its business in an accountable manner that creates a sustained positive impact on society. Your Company satisfying the threshold as stipulated under Section 135 of the Companies Act, 2013 has established the CSR Committee comprising of members of the Board and the Chairman of the Committee is an Independent Director. The said Committee has formulated and approved the CSR policy as per the approach and direction given by the Board pursuant to the recommendations made by the Committee. The CSR Policy of the Company focuses on constitution of CSR Committee, roles and responsibilities of CSR Committee, CSR activities to be undertaken and allocation of funds for carrying out such CSR activities, Implementation and monitoring the execution of CSR activities for the Company. The Policy applies to all CSR projects/programmes undertaken by the Company in India as per Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities as required under the provisions of the Companies Act, 2013 is annexed herewith marked as Annexure-V and forms part of this report.

13.3 WHISTLE BLOWER POLICY

Conduct or Policy. The mechanism provides for adequate safeguards against victimisation of employees and directors to avail of the mechanism and also provide for direct access to the Chairman of the Board/ Chairman of the Audit Committee in exceptional cases. With a view to establish a mechanism for protecting employees reporting unethical behaviour, frauds, or violation of the Company''s Code of Conduct, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies etc., the Board has adopted a Whistle Blower Policy. The Policy also provides for access to the Chairman of the Audit Committee and no person has been denied access to the Audit Committee. The details are explained in the Corporate Governance Report and are also posted on the Company''s website at https://www.ucal.com/ investor/UCAL-Whistle-Blower-Policy.pdf.

13.4 RISK MANAGEMENT POLICY:

The Company has adopted an all-pervasive Risk Management Policy to ensure that effective risk management is in place to address the overall business risks and concerns. The Company has a risk management mechanism in place to manage uncertainties through risk identification, assessment of risk on the scale of probability and severity, risk management framework, risk matrix, risk score, the format of reporting of risk areas and mitigation plan to overcome the risks circulated to all the department heads. The Risk Management Policy is disclosed in the website of the Company at https://www.ucal.com/investor/UCAL-Risk-Management-Policy.pdf.

13.5 SEXUAL HARASSMENT POLICY:

The Company has in place a policy for prevention of sexual harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An internal Complaints Committee has been set up at each plant to redress sexual harassment complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the financial year 2023-24. The Sexual Harassment policy is disclosed in the website of the Company at https://www.ucal.com/investor/UCAL-SEXUAL-HARRASSMENT-POLICY.pdf.

13.6 PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015. This code is applicable to all the Board members/ employees/officers/ designated persons of the Company. The code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The code of conduct for prevention of insider trading is disclosed in the website of the Company https://www.ucal.com/investor/UCAL-insider-trading-code.pdf.

14. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as stipulated in the code for Independent Directors under Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on 14^th February 2024 to review the performance of non-independent directors including Chairman and Managing Director and the Board as a whole. The Independent Directors also in the said meeting assessed and reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its committees which is essential for effective discharge of their duties. All the Independent Directors attended the meeting.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every Independent Director is briefed about the history of the Company, its policies, customers, technological developments, Company''s strategy, operations, product offerings, organisation structure, human resources, technologies, facilities and risk management. Factory visits are also arranged for the Directors who wish to familiarize themselves with the manufacturing processes and operations of the Company. The Independent Directors are briefed on their role, responsibilities, duties and are kept updated on the various regulatory and legislative changes that may occur from time to time affecting the operations of the Company. The Independent Directors are also briefed on the various policies of the Company like the code of conduct for directors and senior management personnel, policy on related party transactions, policy on material subsidiaries, whistle blower policy and CSR policy. The familiarization programme for the independent directors is disclosed in the website of the Company at https://www.ucal.com/ investor/UCAL_Familiarisation_Programme.pdf.

16 BOARD EVALUATION

An annual evaluation of the performance of the individual Executive and Non-Executive Directors, Board as a whole, functioning of its committees, and the Chairman of the Board was carried out based on the criteria set by the Nomination and Remuneration Committee. A structured questionnaire was sent to all the Directors seeking qualitative inputs and detailed comments on various parameters as recommended by the Nomination and Remuneration Committee. The methodology adopted by each Director who responded to the survey has graded their peers against each survey item from 1 to 3 with 1 marking they agree to the evaluation parameters set out and 2 marking they disagree to the evaluation parameters set out and 3 marking no opinion to the evaluation parameters set out. The grading done on the basis of a 3-points scale revealed more realistic data on measuring the effectiveness of the Board dynamics, Director''s individual performance and contribution, flow of information, decision making of Directors and performance of Board and Committee as a whole. Board Diversity and skill set to review strategies, risk management dimensions and processes, flow of information, adequacy and timeliness of agenda materials, effectiveness of presentations and more importantly the processes of reviewing strategicmatters, annual operating plan and strategic business plans were the key focus areas for evaluation of the Board and its Committee functioning. In terms of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board taking into consideration the positive feedback on the Board Evaluation Process Document from all the Directors, expressed their satisfaction on evaluation of the performance of each Director widely on the parameters in terms of their participation in the Board Meetings, timely guidance provided by them to the Management, criteria of independence met by them, effective deployment of their Knowledge and expertise, prudent business practices adopted by them towards governance of the operations of the Company, adherence to the highest standards of integrity and business ethics, exercising their responsibilities in a bonafide manner in the best interest of the Company and not allowing any extraneous consideration that shall impede their decision making authority in the best interest of the Company. During the evaluation process, the Director who is being evaluated did not participate. The Board also expressed their satisfaction on the evaluation of the functioning of the Board and Committee as a whole on the basis of proper combination of Directors having specialized

knowledge, expertise and high caliber in driving the growth and business of the Company, high degree of professionalism maintained in conducting the Board and Committee process, presence of gender diversity and transparency while dealing with strategic matters and openness of the Board to accept suggestions from any member of the Board.

17. AUDIT COMMITTEE AND AUDITORS

17.1 AUDIT COMMITTEE

The Audit Committee conforms to the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. The members of the Audit Committee as on date of this report are Mr.S.Balasubramanian, (DIN: 02849971) Independent Director, Ms.Lakshminarayanan Priyadarshini, (DIN: 06592671) Independent Director, Mr.I.V.Rao, (DIN: 00329370) Independent Director and Mr. Jayakar Krishnamurthy, (DIN: 00018987) Managing Director. Mr.S.Balasubramanian is the Chairman of the Audit committee. The committee met 6 (Six) times during the year. Detailed disclosure on the terms of reference and meetings are provided under the Corporate Governance Report forming part of this Board''s Report.

17.2 STATUTORY AUDITORS

M/s R. Subramanian and Company, LLP, Chartered Accountants, Chennai (Registration Number: 004137S/ S200041) were appointed as statutory auditors of the Company as per the members'' approval accorded in their 31^st Annual General Meeting (AGM) held on 28^thSeptember 2017 to hold office till the conclusion of the 36^th Annual General Meeting of the Company. At the Annual General Meeting held on 29^th August 2022, the shareholders have approved the re-appointment of Statutory Auditors for a second term of five consecutive years commencing from 36^th Annual General Meeting and to hold office upto the conclusion of the 41^st Annual General Meeting of the Company to be held in the calendar year 2027.

The emphasis of matter specified in the Independent auditor''s report on the Standalone Financial Statements has been explained in Note No.38(b) and Note 31 of the notes to accounts. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer and no fraud have been reported by the auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Board''s report.

17.3 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company at the Board Meeting held on 10^th August 2023 had appointed M/s. P.Muthukuimaran & Associates, a firm of Practising Company Secretaries as secretarial auditor of the Company to undertake secretarial audit of the Company for the financial year 2023-2024. The report of the secretarial auditor is given in Annexure-VI and forms part of this report. The secretarial auditor''s report do not contain any disqualifications, reservations, or adverse remarks or disclaimer and does not require any comments from the Board.

17.4 INTERNAL AUDITORS

M/s. P. Chandrasekar, LLP, Chartered Accountants, continue as internal auditors of the Company. Their scope of work is periodically reviewed and updated by the audit committee. It includes among other things a review of the operational efficiency, effectiveness of systems and controls in existence, review of the processes to safeguard the assets of the Company and assessing the strength of the internal control in all areas. The internal auditor''s report is discussed with the concerned stakeholders and corrective remedial action is taken on a regular basis in consultation with the audit committee. The internal auditors were present at the audit committee meetings as and when required.

17.5 COST AUDITOR

Pursuant to the provisions of clause (g) of sub-section (3) of Section 141 and sub section (3) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors in their meeting held on 30^th July 2024 have appointed Mr.L.Thriyambak, Cost Accountant (Membership No. 40720) as Cost Auditor for the financial year 2024- 2025 at ''2,00,000/- per annum (Rupees Two Lakhs only) subject to the remuneration being ratified by the shareholders at the ensuing Annual General Meeting to conduct the audit of the cost accounting records maintained by the Company relating to those products as mandated by the Companies Act,

2013 and The Companies (Cost records and audit) Rules,

2014 as amended. The Company has received consent from Mr.L.Thriyambak for appointment as Cost Auditor for the financial year 2024-2025. The Audit Committee had recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder.

As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors to the best of their knowledge and belief and according to information and explanation obtained by them confirm that,

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied 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 at the end of the financial year 31^st March 2024 and of the profit and loss of the Company for the year ended 31^st March 2024.

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

d) they have prepared the annual accounts on a "going concern" basis.

e) they have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

19. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

20. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review the Company has not carried out any one-time settlement with the Bank or Financial Institutions in respect of any loans availed from them.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR activities are in the field of education, sports, health, sanitation and preservation of culture and heritage. As per Section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. The CSR policy is displayed on the website of the Company https://www.ucal.com/investor/UCAL-CSR-Policy.pdf. Mr.S.Balasubramanian is the Chairman of the Committee and Mr. Ram Ramamurthy, Mr. Jayakar Krishnamurthy, Mr.Abhaya Shankar and Ms.Lakshminarayanan Priyadarshini are the other members of the Committee. For the financial year 2023-24 the report on corporate social responsibility is given as Annexure-V and forms part of the Board''s Report.

22. PUBLIC DEPOSITS

During the financial year 2023-24, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and there is no outstanding amount on account of principal or interest on deposits from public as on date.

23. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Extract of Annual Return as on March 31, 2024 is available on the Company''s website at https:// www.ucal.com/investor/Extract of Annual Return-MGT9.

24. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details pertaining to the transfer of unclaimed dividend and shares to the Investor Education and Protection Fund during the reporting period are disclosed in the Corporate Governance report annexed to this report.

25. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an efficient internal control system commensurate with its size and nature of business to safeguard the assets of the Company and to ensure

effective utilisation of resources. These controls ensure that transactions are completed on time and in an accurate manner and by following proper procedures and systems. The Company has external teams carrying out audit to strengthen the internal audit and risk management functions. The internal auditors cover a wide area of operations and this is being continuously reviewed by the Audit Committee. Internal audit is conducted on a quarterly basis by a team of internal auditors and the reports together with the action taken reports are reviewed by the Audit Committee periodically. The Board and Audit Committee ensure that the internal financial control system operates effectively and they regularly review the effectiveness of internal control system in order to ensure due and proper implementation and due compliance with applicable laws, accounting standards and regulatory norms. A system of management controls is also in place to ensure higher levels of efficiency and to keep the organisation competitive. All the critical functions of the Company i.e., Sourcing and Procurement, Manufacturing, Costing, Finance, Dispatch and Sales are handled through Oracle fusion system which is well-integrated. Checks and controls have been built into the system to handle the transactions. Existing internal controls provide adequate assurance to the management for all the transactions covering operations, inventory, fixed assets, financial records and compliance to statutory requirements. The systems and controls are reviewed periodically to ensure their effectiveness. The Board has adopted various policies like Material Subsidiary Policy, Whistle Blower Policy and Related Party Transactions Policy to safeguard the assets of the Company, to ensure timely information and to prevent and detect frauds and errors.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, on energy conservation, technology absorption, foreign exchange earnings and outgo is given in Annexure VII.

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

Particulars of loans and advances given, guarantees given, securities provided and investments made are provided in the Note No.3, 4, 11 and 46 of the notes to accounts of the Standalone Financial Statements.

28. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year i.e., 31.03.2024 to which the financial statements relate until the date of this report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company https://www.ucal.com/investor/UCAL-Related-Party-Transactions-Policy.pdf. The material transactions entered by the Company with any related party during the financial year 2023-2024 did not have any potential conflict with the interest of Company at large as per Section 188 of Companies Act, 2013. All transactions entered into with related parties were at an arm''s length basis and in the ordinary course of business. Form AOC-2 as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, is given in Annexure-VIII and forms part of this report. The Company''s related party transactions have been entered into for meeting the requirements of operations and at an arm''s length basis and in the ordinary course of business.

30. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

31. MIGRATION TO NEW TAX REGIME UNDER SECTION 115BAA OF INCOME TAX ACT, 1961.

During the year, the Company has opted for the new income tax regime given under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 (since replaced by the Taxation Laws (Amendment) Act, 2019) to avail a tax rate of 22% plus surcharge of 10% and cess of 4% as it was most beneficial to the Company. Consequently, the Company has become ineligible to carry forward MAT Credit which has resulted in write-off of MAT Credit amounting to '' 1,563.80 Lakhs. Further, Deferred Tax Asset (DTA) has been reduced by ''707.07 Lakhs as a result of the combined effect of not being eligible to utilise the tax credits relating to carried forward additional depreciation and change in tax rates. Thus, the tax charge for the year

has increased by '' 2,270.88 Lakhs. On account of the Company exercising the said option, no tax needs to be paid on book profit under section 115JB (MAT Tax) of the Income Tax Act, 1961 and based on the tax workings, no provision for tax is considered necessary for the year. Accordingly, the provision for MAT Tax created during the year until December 31, 2023 has been written back

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year 2023-2024 no significant and material orders were passed by the courts, regulators or tribunals affecting the going concern status of the Company and its future operations.

33. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

M/s Avironix Private Limited has become Associate Company with effect from 14^th February 2024. No Company is ceased to be the Company''s subsidiary and joint venture during the financial year 2023-2024.

34. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Company''s Human Resource function is aligned with the Company''s overall growth vision and continuously works on areas such as recruitment and selection policies, disciplinary procedures, reward/ recognition policies, learning and development programmes as well as allround employee development. The Company provides a safe and rewarding environment that attracts and retains a talented team and where employees are engaged in delivering exceptional results to the customers and investors. The Company acknowledges the indispensable role of all employees in driving continued success. During the year cordial and healthy relations were maintained with all sections/levels of employees.

35. CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance along with certification of the Chief Executive Officer and Chief Financial Officer is attached in Annexure-IX. Certificate from M/s. P.Muthukumaran & Associates, a firm of Practising Company Secretaries regarding compliance of the conditions of corporate governance as stipulated by

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure-X.

36. STATEMENT ON COMPLIANCE TO APPLICABLE SECRETARIAL STANDARD

The Company has complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India during the year 2023- 2024.

37. ANNUAL GENERAL MEETING

To support the health and well-being of all stakeholders, the 38^th Annual General Meeting of the Company would be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM) on 27^th September 2024 at 03.00 p.m, as per the framework notified by the Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI). The notice convening the 38^th Annual General Meeting shall contain detailed instructions and notes in this regard.

annual report and the notice convening the 38^th Annual General Meeting would be sent to the shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (DP).

38. DISCLOSURE UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENTS) REGULATIONS, 2023

During the year, the Company has not entered into any agreements as mentioned in clause 5A to Para ''A'' of Part A of Schedule III in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendments) Regulations, 2023.

39. ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers, vendors, suppliers and governmental agencies for their continued support. The Board is grateful to the shareholders for their continued trust and confidence in the Company.

For and on behalf of the Board

Jayakar Krishnamurthy

Place: Chennai Chairman and Managing Director

Date: 30^th July, 2024 DIN:00018987

Mar 31, 2023

The Directors present this 37^th Annual Report along with the audited financial statements of the Company for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS

The Comparitive results of Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2023 and 31^st March 2022 are as follows: ('' In Lakhs)

	Standalone		Consolidated
Particulars	Financial Year 31.03.2023	Financial Year 31.03.2022	Financial Year 31.03.2023	Financial Year 31.03.2022
Revenue from operations	58,429.11	54,393.51	82,298.90	78,229.95
Total Expenditure	53,775.29	49,792.86	76,554.44	70,953.54
Operating Income	4,653.82	4,600.66	5,744.46	7,276.41
Other Income	275.35	384.74	909.82	3065.30
Profit before Interest, Depreciation, Tax and Exceptional items	4,929.17	4,985.40	6,654.28	10,341.71
Interest	1,811.80	1,927.90	2,208.24	2,310.01
Depreciation	1,826.84	2,212,37	3,802.93	4,128.82
Profit before Tax & Exceptional items	1,290.53	845.12	643.11	3,902.88
Exceptional items	-	-	-	-
Profit/(Loss) before Tax	1,290.53	845.12	643.11	3,902.88
Tax Expense/(credit)	431.52	51.62	557.86	414.26
Profit/(Loss) after Tax	859.01	793.50	85.25	3,488.62
Balance of profit brought forward from last year	14,186.59	13,870.18	17,778.04	14,725.76
Amount Available for appropriation	15,045.60	14,663.68	17,863.29	18,214.38
Appropriations
Transfer to general reserves		-		-
Dividend paid during the year	(442.27)	442.27	(442.27)	442.27
Tax on dividend		-
Other comprehensive Income/ (loss)	56.84	(34.82)	63.39	5.93
Balance Profit Carried to balance sheet	14,660.17	14,186.59	17,484.41	17,778.04

2. COMPANY''S PERFORMANCE

During the year, your Company''s total standalone revenue was R 58,429.11 Lakhs as against R 54,393.51 Lakhs in FY 2021-22 representing an increase of 7.42% over that of the previous year due to increase in the customer requirements. The consolidated revenue of the Company has also witnessed increase from R 78,229.95 Lakhs in FY 2021-22 to R 82,298.90 Lakhs registering a growth of 5.20%. The PBDIT has decreased from R 4,985.40 Lakhs (FY 2021-2022) to R 4,929.17 Lakhs (FY 2022-2023) due to overall increase in the total expenditure of the Company. The Company has netted a Profit After Tax (PAT) of R 859.01 Lakhs

contributing 1.44% of the turnover of FY 2022-23. The Consolidated net profit during the year was R 85.25 Lakhs in comparison with previous year which stood at R 3,488.62 Lakhs.

3. DIVIDEND

The Board has out of the profits available for appropriation recommended a dividend of R2/- per equity share for the financial year 2022-23 on 2,21,13,625 equity shares of face value of R10 each for the approval of the shareholders at the ensuing Annual General Meeting. The total dividend amount would be R442.27 lakhs. The dividend, if approved by the shareholders, will be

paid on or before 28^th October 2023 to all the eligible shareholders whose names appear in the register of members of the Company as on 22^nd September 2023 being the record date fixed for this purpose subject to deduction of tax at source where applicable.

4. TRANSFER TO GENERAL RESERVE

The Company retained the entire surplus in the Profit and Loss account and hence there has been no transfer to the general reserve of the Company for the financial year 2022-2023.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on 31^st March 2023 stood at ^22,11,36,250 consisting of 2,21,13,625 equity shares having face value of ^10/-each fully paid up. There has been no change in capital structure of the Company.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The main business of the Company is manufacturing automotive equipments/parts and pumps, emission control parts and various components for both ferrous and non-ferrous material and offers comprehensive Fuel Management Systems for Automotive Sector. A detailed analysis on the performance of the automotive industry, Companies'' performance, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report and provided in Annexure I.

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has two wholly-owned subsidiaries as on 31st March 2023. There has been no material change in the nature of the business of the Subsidiaries. Pursuant to Section 129 (3) of the Companies Act, 2013 a statement containing the salient features of financial statements of the Company''s subsidiaries viz., Ucal Polymer Industries Limited (UPIL) and Ucal Holdings Inc., (UHI) in Form AOC-1 is attached to the financial statements of the Company and is given in Annexure-II.

The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the Company at the registered office of the Company and has placed separate audited financial statements of each of its subsidiary on its website www.ucalfuel.com. The Company shall also provide a copy of the audited financial statement in respect of each of its subsidiary companies upon request by any of its shareholders.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee were constituted in accordance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), wherever applicable. The Corporate Governance Report annexed to this report contains an overview of the role, terms of reference, meetings and composition of the Board of Directors of the Company and its Committees.

During the year under review, the following were the changes in the composition of Board of Directors.

â¢ Mr. Ram Ramamurthy (DIN: 06955444), Whole-time Director retires by rotation and being eligible, offers himself for re-appointment in this 37^th Annual General Meeting of the Company.

â¢ Mr.Abhaya Shankar (DIN: 00008378) was appointed as Non-Executive and Non-Independent Director in the Board meeting held on 25t^h July 2022 and approved by the Shareholders at the Annual General Meeting held on 29^th August 2022. Subsequently the Board of Directors with the recommendation of the Nomination and Remuneration Committee at their meeting held on 7th November 2022 has appointed Mr.Abhaya Shankar as CEO and approved the consequent change in his designation from Non-Executive Director to Whole Time Director and obtained the approval of the Shareholders in the first Extra-Ordinary General Meeting of the Company held for the FY 2022-23 on 27th January 2023 for a term of one year with effect from 7th November 2022.

â¢ Mr.S.Balasubramanian (DIN:02849971) completed his first term as Independent Director on 20^th May 2023 and based on his skills, experience, knowledge and performance evaluation and recommendation

of the Nomination and Remuneration Committee, the Board of Directors through circular resolution passed on 6^th April 2023, re-appointed him for second term of five years and the same was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on 11^th May 2023. The Company has received requisite consent/declarations for re-appointment of Mr.S.Balasubramanian (DIN:02849971) as an Independent Director as required under the Companies Act,2013 and rules made thereunder.

â¢ Mr. Jayakar Krishnamurthy, Managing Director, Mr. Ram Ramamurthy, Whole-time Director, Mr. Abhaya Shankar, Whole-time Director and Chief Executive Officer, Mr.V.Ramanathan, Chief Financial Officer and Mr. S. Narayan, Company Secretary hold the office of Key Managerial Personnel of the Company as on 31^st March 2023.

â¢ During the year 2023-24, The Board of Directors in its meeting held on 20^th June 2023 has accepted the resigination of Mr. Ramanathan who will be relived from his position as CFO and KMP w.e.f 16^th August 2023 and in the same meeting Mr. M. Manikandan was appointed as Chief Financial Officer with effect from 3^rd August 2023 in the place of Mr.V.Ramanathan, Chief Financial Officer and additionally, Mr. Manikandan was designated as the Chief Financial Officer & Key Managerial Personnel of the Company, with effect from 17^th August 2023.

The Director(s) who are proposed for appointment/ re-appointment at the ensuing 37th Annual General Meeting of the Company, in Boards'' opinion, they possess integrity, necessary expertise, relevant experience and proficiency. The Corporate Governance Report annexed to this report contains necessary

disclosures regarding the Director(s) and the terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company at http://www.ucalfuel.com/ UCAL-ID-appointment-letter. pdf. All the Directors have affirmed compliance with the Code of Conduct of the Company.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and in accordance with Regulations 16(1) (b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board of Directors at its first meeting of the financial year 2023-24 held on 9^th May 2023 has taken on record the declarations and confirmations submitted by the Independent Directors and other Directors in terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also obtained a certificate from the Practicing Company Secretary that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority. There are no Alternate Directors being appointed on the Board of the Company.

10. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the year under review, 6 (Six) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings of the Board of Directors was within the time period prescribed under the Companies Act, 2013.

11. BOARD COMMITTEES

The primary committees of the Board are Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. A detailed note on the committees along with the details of their meetings held during the year is provided under the Corporate Governance Report forming part of this Board''s Report.

12. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year, the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried out all the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

13. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

13.1 Nomination and Remuneration policy

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board of Directors of the Company (the "Board"), policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b. To formulate criteria for evaluation of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The remuneration policy is designed keeping in mind various factors like financial position of the Company, trend in the industry, qualification and experience of the appointee, past performance and past remuneration of the appointee. The philosophy behind the remuneration policy is to attract and retain talented individuals and develop and motivate them to achieve the goals of the organisation. The remuneration to the Chairman and Managing Director and Whole-time Director shall be in accordance to the limits / percentage / conditions laid down in the Companies Act 2013. The remuneration to other employees will be such that it ensures a direct relationship to their performance. The remuneration policy is disclosed in the website of the Company at http://www.ucalfuel.com/UCAL-Nomination-remuneration-Policy. pdf. The Salient features of the Nomination and Remuneration Policy is annexed herewith marked as Annexure IV and forms part of this report.

13.2 Corporate Social Responsibility (CSR) policy

Your Company recognizes that its business activities have wide impact on the societies in which it operates, and therefore an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. Your Company endeavours to make CSR an important agenda and is committed to its stakeholders to conduct its business in an accountable manner that creates a sustained positive impact on society. Your Company satisfying the threshold as stipulated under Section 135 of the Companies Act, 2013 has established the CSR Committee comprising of members of the Board and the Chairman of the Committee is an Independent Director. The said Committee has formulated and approved the CSR policy as per the approach and direction given by the Board pursuant to the recommendations made by the Committee. The CSR Policy of the Company focuses on constitution of CSR Committee, roles and responsibilities of CSR Committee, CSR activities to be undertaken and allocation of funds for carrying out such CSR activities, Implementation and monitoring the execution of CSR activities for the Company. The Policy applies to all CSR projects/programmes undertaken by the Company in India as per Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities as required under the provisions of the Companies Act, 2013 is annexed herewith marked as Annexure-V and forms part of this report.

13.3 WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle-Blower) mechanism provides a channel to the Employees and Directors to report to the Management concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or Policy. The mechanism provides for adequate safeguards against victimisation of employees and directors to avail of the mechanism and also provide for direct access to the Chairman of the Board/ Chairman of the Audit Committee in exceptional cases. With a view to establish a mechanism for protecting employees reporting unethical behaviour, frauds, or violation of the Company''s Code of Conduct, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies etc., the Board has adopted a Whistle Blower Policy. The Policy also provides for access to the Chairman of the Audit Committee and no person has been denied access to the Audit Committee. The details are explained in the Corporate Governance Report and are also posted on the Company''s website at http:// www.ucalfuel.com/UCAL-Whistle-Blower-Policy.pdf.

13.4 RISK MANAGEMENT POLICY:

The Company has adopted an all-pervasive Risk Management Policy to ensure that effective risk management is in place to address the overall business risks and concerns. The Company has a risk management mechanism in place to manage uncertainties through risk identification, assessment of risk on the scale of probability and severity, risk management framework, risk matrix, risk score, the format of reporting of risk areas and mitigation plan to overcome the risks circulated to all the department heads. The risk assessment report finalized with various departments highlighting their potential risk areas has been further reviewed by the Risk Management Committee at its meeting held on 25^th January 2023 wherein the said Committee perused the risk reports and held detailed discussion and suggested measures for risk mitigation including systems and process for internal control of identified risks.

The Risk Management Policy is disclosed in the website

of the Company http://www.ucalfuel. com/UCAL-Risk-Management-Policy.pdf.

13.5 SEXUAL HARASSMENT POLICY:

The Company has in place a policy for prevention of sexual harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013. An internal Complaints Committee has been set up at each plant to redress sexual harassment complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the financial year 2022-23. The Sexual Harassment policy is disclosed in the website of the Company at http://www.ucalfuel.com/UCAL-SEXUALHARASSMENT-POLICY.pdf.

13.6 PREVENTION OF INSIDER TRADING

The Company has framed a code of conduct for prevention of insider trading based on Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This code is applicable to all the Board members/ employees/officers/ designated persons of the Company. The code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The code of conduct for prevention of insider trading is disclosed in the website ofthe Company http://www.ucalfuel.com/UCALInsider-trading-code.pdf.

14. MEETING OF INDEPENDENT DIRECTORS

In terms of Regulation 25(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as stipulated in the code for Independent Directors under Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on 10^th February 2023 to review the performance of non-independent directors including Chairman and Managing Director and the Board as a whole. The Independent Directors also in the said meeting assessed and reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and its committees which is essential for effective discharge of their duties. All the Independent Directors attended the meeting.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Every Independent Director is briefed about the history of the Company, its policies, customers, technological developments, Company''s strategy, operations, product offerings, organisation structure, human resources, technologies, facilities and risk management. Factory visits are also arranged for the Directors who wish to familiarize themselves with the manufacturing processes and operations of the Company. The Independent Directors are briefed on their role, responsibilities, duties and are kept updated on the various regulatory and legislative changes that may occur from time to time affecting the operations of the Company. The Independent Directors are also briefed on the various policies of the Company like the code of conduct for directors and senior management personnel, policy on related party transactions, policy on material subsidiaries, whistle blower policy and CSR policy. The familiarization programme for the independent directors is disclosed in the website of the Company at http://www.ucalfuel.com/UCAL_Familiarization_ Programme.pdf.

16 BOARD EVALUATION

matters, annual operating plan and strategic business plans were the key focus areas for evaluation of the Board and its Committee functioning. In terms of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board taking into consideration the positive feedback on the Board Evaluation Process Document from all the Directors, expressed their satisfaction on evaluation of the performance of each Director widely on the parameters in terms of their participation in the Board Meetings, timely guidance provided by them to the Management, criteria of independence met by them, effective deployment of their Knowledge and expertise, prudent business practices adopted by them towards governance of the operations of the Company, adherence to the highest standards of integrity and business ethics, exercising their responsibilities in a bonafide manner in the best interest of the Company and not allowing any extraneous consideration that shall impede their decision making authority in the best interest of the Company. During the evaluation process, the Director who is being evaluated did not participate. The Board also expressed their satisfaction on the evaluation of the functioning of the Board and Committee as a whole on the basis of proper combination of Directors having specialized knowledge, expertise and high caliber in driving the growth and business of the Company, high degree of professionalism maintained in conducting the Board and Committee process, presence of gender diversity and transparency while dealing with strategic matters and openness of the Board to accept suggestions from any member of the Board.

17. AUDIT COMMITTEE AND AUDITORS

17.1 AUDIT COMMITTEE

The audit committee conforms to the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee as on date of this report are Mr.S.Balasubramanian, Independent Director, Ms.Lakshminarayanan Priyadarshini, Independent Director, Mr.I.V.Rao, Independent Director and Mr. Jayakar Krishnamurthy, Managing Director. Mr. S. Balasubramanian is the Chairman of the Audit committee. The committee met 5 (Five) times during the year. Detailed disclosure on the terms of reference and meetings are provided under the Corporate Governance Report forming part of this Board''s Report.

17.2 STATUTORY AUDITORS

M/s R. Subramanian and Company, LLP, Chartered Accountants, Chennai (Registration Number: 004137S/ S200041) were appointed as statutory auditors of the Company as per the members'' approval accorded in their 31^st Annual General Meeting (AGM) held on 28^th September 2017 to hold office till the conclusion of the 36th Annual General Meeting of the Company. At the Annual General Meeting held on 29^th August 2022, the shareholders have approved the re-appointment of Statutory Auditors for a second term of five consecutive years commencing from 36^th Annual General Meeting and to hold office upto the conclusion of the 41st Annual General Meeting of the Company to be held in the calendar year 2027.

The emphasis of matter specified in the Independent auditor''s report on the Standalone Financial Statements has been explained in Note No.38(b) of the notes to accounts. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer and no fraud have been reported by the auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in the Board''s report.

17.3 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company at the Board Meeting held on 25^thJuly 2022 had appointed M/s. P.Muthukumaran & Associates, a firm of Practising Company Secretaries as secretarial auditor of the Company to undertake secretarial audit of the Company for the financial year 2022-2023. The report of the secretarial auditor is given in Annexure-VI and forms part of this report.

Observation in Secretarial Audit Report

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors for the period under review except that the Composition of the Board of Directors as stipulated under Regulation 17 (1) (c) of SEBI (LODR), 2015 is not met for the period from April 01, 2022 till July 24, 2022 as the listed entity falls under the top 2000 listed entities.

Management''s response

Consequent to the resignation of Ms.Rekha Raghunathan, Director on 8th February 2022 there arise a shortfall in the Board Composition as the Board strength reduced to Five Directors. The Company took immediate steps towards identifying a new Director on the Board and though it had shortlisted and conducted discussions with prospective candidates it could not onboard till 24^th July 2022. On 25^th July 2022, the Board has appointed a new director Mr. Abhaya Shankar as an Additional Non-Executive Director with effect from 25th July 2022 and with the said appointment, the shortfall in the composition of the Board have been set right. It is also pertinent to mention that the minimum strength of the Independent Directors and the composition of the Board Committees did not get affected by the shortfall in the Board Composition till 24^th July 2022.

As of 31^st March 2023, the Company has 6 (Six) Directors and has complied with the Regulation 17 (1) (c) of SEBI (LODR), 2015 with respect to Board Composition.

17.4 INTERNAL AUDITORS

M/s. P. Chandrasekar, LLP, Chartered Accountants, continue as internal auditors of the Company. Their scope of work is periodically reviewed and updated by the audit committee. It includes among other things a review of the operational efficiency, effectiveness of systems and controls in existence, review of the processes to safeguard the assets of the Company and assessing the strength of the internal control in all areas. The internal auditor''s report is discussed with the concerned stakeholders and corrective remedial action is taken on a regular basis in consultation with the audit committee. The internal auditors were present at the audit committee meetings as and when required.

17.5 COST AUDITOR

Pursuant to the provisions of clause (g) of sub-section (3) of Section 141 and sub section (3) of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended, the Board of Directors in their meeting held on 10^th August 2023 have appointed Mr.L.Thriyambak, Cost Accountant (Membership No. 40720) as Cost Auditor for the financial year 2023- 2024 at 2,00,000/- per annum (Rupees Two Lakhs only) subject to the remuneration being ratified by the shareholders at the ensuing Annual General Meeting to conduct the audit of the cost

accounting records maintained by the Company relating to those products as mandated by the Companies Act,

2013 and The Companies (Cost records and audit) Rules,

2014 as amended. The Company has received consent from Mr.L.Thriyambak for appointment as Cost Auditor for the financial year 2023-2024. The Audit Committee had recommended his appointment and remuneration subject to the compliance of all the requirements as stipulated under the Act and circulars issued thereunder. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors to the best of their knowledge and belief and according to information and explanation obtained by them confirm that,

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied 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 at the end of the financial year 31^st March 2023 and of the profit and loss of the Company for the year ended 31st March 2023.

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

d) they have prepared the annual accounts on a "going concern" basis.

e) they have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

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

19. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

20. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review the Company has not carried out any one-time settlement with the Bank or Financial Institutions in respect of any loans availed from them.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR activities are in the field of education, sports, health, sanitation and preservation of culture and heritage. As per Section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. The CSR policy is displayed on the website of the Company http://www.ucalfuel.com/UCAL-CSR-Policy.pdf. Mr.S.Balasubramanian is the Chairman of the Committee and Mr. Ram Ramamurthy and Mr. Jayakar Krishnamurthy are the other members of the Committee. For the financial year 2022-23 the report on corporate social responsibility is given as Annexure-V and forms part of the Board''s Report.

22. PUBLIC DEPOSITS

During the financial year 2022-23, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and there is no outstanding amount on account of principal or interest on deposits from public as on date.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at www.ucalfuel.com.

24. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

25. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an efficient internal control system commensurate with its size and nature of business to safeguard the assets of the Company and to ensure effective utilisation of resources. These controls ensure that transactions are completed on time and in an accurate manner and by following proper procedures and systems. The Company has external teams carrying out audit to strengthen the internal audit and risk management functions. The internal auditors cover a wide area of operations and this is being continuously reviewed by the Audit Committee. Internal audit is conducted on a quarterly basis by a team of internal auditors and the reports together with the action taken reports are reviewed by the Audit Committee periodically. The Board and Audit Committee ensure that the internal financial control system operates effectively and they regularly review the effectiveness of internal control system in order to ensure due and proper implementation and due compliance with applicable laws, accounting standards and regulatory norms. A system of management controls is also in place to ensure higher levels of efficiency and to keep the organisation competitive. All the critical functions of the Company i.e., Sourcing and Procurement, Manufacturing, Costing, Finance, Dispatch and Sales are handled through Oracle fusion system which is well-integrated. Checks and controls have been built into the system to handle the transactions. Existing internal controls provide adequate assurance to the management for all the transactions covering operations, inventory, fixed assets, financial records and compliance to statutory requirements. The systems and controls are reviewed periodically to ensure their effectiveness. The Board has adopted various policies like Material Subsidiary Policy, Whistle Blower Policy and Related Party Transactions Policy to safeguard the assets of the Company, to ensure timely information and to prevent and detect frauds and errors.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, on energy conservation, technology absorption, foreign exchange earnings and outgo is given in Annexure VII.

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

Particulars of loans and advances given, guarantees given, securities provided and investments made are provided in the Note No.3, 4, 11 and 46 of the notes to accounts of the Standalone Financial Statements.

28. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year i.e., 31.03.2023 to which the financial statements relate until the date of this report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has framed a Related Party Transaction Policy in compliance with Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, in order to ensure proper reporting and approval of transactions with related parties. The Policy is available on the website of the Company http://www.ucalfuel.com/UCAL-Related-Party-Transactions-Policy.pdf. The material transactions entered by the Company with any related party during the financial year 2022-2023 did not have any potential conflict with the interest of Company at large as per Section 188 of Companies Act, 2013. All transactions entered into with related parties were at an arm''s length basis and in the ordinary course of business. Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, is given in Annexure-VIII and forms part of this report. The Company''s related party transactions have been entered into for meeting the requirements of operations and at an arm''s length basis and in the ordinary course of business.

30. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

31. CHANGE IN NAME OF THE COMPANY

Taking into consideration, the fact that the Company is more popularly known as ''UCAL'' in the market, retaining the term "fuel systems" in the name of the Company would give an impression to its customers, suppliers and the other stakeholders that the Company is concentrating only on fuel systems related products inspite of having a diversified product portfolio and further there being growing electrification in the Automobile Industry and therefore the use of the name ''UCAL LIMITED'' is considered more relevant at this point of time. Considering the above factors, the Board of Directors considered it prudent and justifiable to consider change in the name of the Company from "UCAL Fuel Systems Limited" to "UCAL LIMITED" as it is widely known as "UCAL" in the minds of Customers, Suppliers and other stakeholders and to keep up its pace with the emerging technologies in the Automotive sector and outreach the market with its wider portfolio of products under its most common and popular name "UCAL" in the market.

Based on the above grounds, the Board of Directors of the Company on obtaining the availability of the name UCAL LIMITED has approved the change of name of the company by passing circular resolution on 6^th April 2023 and subsequently obtained the approval of the Shareholders in the Extra-Ordinary General Meeting held on 11^th May 2023. Subsequently on application for the name change, the Ministry of Corporate Affairs, Office of the Registrar of Companies, Chennai has finally approved the change of name of the Company from Ucal Fuel Systems Limited to UCAL LIMITED and issued the fresh certificate of incorporation changing the name of the Company to UCAL LIMITED with effect from 26^thJune 2023.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year 2022-2023 no significant and material orders were passed by the courts, regulators or tribunals

affecting the going concern status of the Company and its future operations.

33. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY''S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be the Company''s subsidiary, joint venture or associate Company during the financial year 2022-2023.

34. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Company''s Human Resource function is aligned with the Company''s overall growth vision and continuously works on areas such as recruitment and selection policies, disciplinary procedures, reward/ recognition policies, learning and development programmes as well as all-round employee development. The Company provides a safe and rewarding environment that attracts and retains a talented team and where employees are engaged in delivering exceptional results to the customers and investors. The Company acknowledges the indispensable role of all employees in driving continued success. During the year cordial and healthy relations were maintained with all sections/levels of employees.

35. CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance along with certification of the Chief Executive Officer and Chief Financial Officer is attached in Annexure-IX. Certificate from M/s. P.Muthukumaran & Associates, a firm of Practising Company Secretaries regarding compliance of the conditions of corporate governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure-X.

36. STATEMENT ON COMPLIANCE TO APPLICABLE SECRETARIAL STANDARD

The Company has complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India during the year 20222023.

37. ANNUAL GENERAL MEETING

To support the health and well-being of all stakeholders, the 37^th Annual General Meeting of the Company would be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM) on 29^th September 2023 at 3.00 p.m, as per the framework notified by the Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI). The notice convening the 37th Annual General Meeting shall contain detailed instructions and notes in this regard.

In view of the exemption available vide General Circular 02/2022 dated May 05, 2022, issued by the Ministry of Corporate Affairs read with previous circulars and SEBI Circular dated May 13, 2022 in this regard the Company has not printed physical copies of annual report for distribution. The full Annual Report shall be made available on the website of the Company and also shall be disseminated to the stock exchanges where shares of the Company are listed. The electronic copies of the annual report and the notice convening the 37^th Annual General Meeting would be sent to the shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (DP).

38. DISCLOSURE UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (SECOND AMENDMENTS) REGULATIONS, 2023

During the year, the Company has not entered into any agreements as mentioned in clause 5A to Para ''A'' of Part A of Schedule III in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendments) Regulations, 2023.

39. ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers, vendors, suppliers and governmental agencies for their continued support. The Board is grateful to the shareholders for their continued trust and confidence in the Company.

For and on behalf of the Board

Jayakar Krishnamurthy

Place: Chennai Chairman and Managing Director

Date: 10^th August 2023 DIN:00018987

Mar 31, 2018

The Directors hereby present the 32^nd Annual Report together with the audited accounts of the company for the year ended 31^st March 2018.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31^st March 2018 is as follows:

(Rs. in lakhs)

Particulars	For the year ended
Particulars	31.03.2018	31.03.2017
Revenue from operations (Gross)	59,455.45	64,391.95
Net Revenue (Excluding Excise Duty)	57,761.53	56,714.96
Total Expenditure	47,935.00	48,882.29
Operating Income	9,826.53	7,832.67
Other Income	456.40	627.34
Profit before Interest, Depreciation, Tax and Exceptional items	10,282.93	8,460.01
Interest	2,220.90	2,433.12
Depreciation	1,838.15	2,255.00
Profit before Tax & Exceptional items	6,223.88	3,771.89
Exceptional items	15,191.85	-
Profit/(Loss) before Tax	(8,967.97)	3,771.89
Tax Expense/(credit)	(3,035.70)	1,202.46
Profit/(Loss) after Tax	(5,932.27)	2,569.43
Balance of profit brought forward from last year	27,408.25	25,827.49
Amount available for appropriations Appropriations	21,475.98	28,396.92
Transfer to general reserve	-	-
Dividend paid during the year	(1,105.68)	(773.97)
Tax on dividend	(225.09)	(144.25)
Other comprehensive Income/(Loss)	(85.02)	(70.45)
Balance profit carried to Balance Sheet	20,060.19	27,408.25

The company has adopted âInd ASâ with effect from April 1, 2017. Financial statements for the year ended March 31 2017 have been re-stated to conform to Ind AS.

DIVIDEND

The Profit after Tax is negative due to the exceptional item of Rs.15,191.85 lakhs which is the write-off of advances and receivables due from Amtec Precision Products Inc., USA (Amtec) the wholly owned subsidiary of the company. The Board of Directors was of the view that the shareholders should not be denied the benefit of an improved performance and hence have considered and recommended a dividend of Rs.10 per equity share on the 2,21,13,625 equity shares of face value of Rs.10 each out of the accumulated profits of the company, for the approval of the shareholders at the ensuing Annual General Meeting. The total dividend amount inclusive of distribution tax and surcharge thereon would be Rs.2,649.11 lakhs. The dividend, if approved by the shareholders, will be paid within the due date to all the eligible shareholders whose names appear in the register of members of the company as on the record date fixed for this purpose. The dividend declared is as per the dividend policy of the company. The dividend policy is disclosed in the website of the company www.ucalfuel.com, weblink:http://www.ucalfuel.com/policy-dividend.pdf.

SHARE CAPITAL

The paid-up equity share capital of the company as on 31^st March 2018 was Rs.22,11,36,250. The company has not issued any share nor granted stock options or sweat equity during the financial year 2017-18.

FINANCIAL PERFORMANCE

The revenue from operations of the company (net of excise duty) stood at Rs.57,761.53 lakhs in the financial year 2017-18 as against Rs.56,714.96 lakhs in the financial year 2016-17 resulting in an increased turnover of 2%. The increase in revenue can be attributed majorly to the increased offtake of Air Suction Valve (ASV). The earnings before Interest, Tax and Depreciation (EBITDA) stood at Rs.10,282.93 lakhs in the financial year 2017-18 as against Rs.8,460.01 lakhs in the financial year 2016-17. The increase in revenue combined with an improvement in operational efficiency has led to this improved EBITDA.

The exports stood at Rs.1,263 lakhs in the financial year 2017-18 as compared to Rs.1,018 lakhs in the financial year 2016-17. Though the company is EURO VI compliant, the exports did not increase as anticipated due to a change in market requirements. However, the company is reaching out to many manufacturers in Europe and hopes to improve its exports in the current financial year. The spares sales of the company in the financial year 2017-18 stood at Rs.5,470 lakhs as against Rs.6,328 lakhs in the previous financial year. While there has been a marginal improvement in the offtake of spares by dealers, the offtake by the OEMs had reduced thereby affecting the total spares revenue. The company is constantly striving to increase the spares revenue by extending the dealer network.

The Profit/(Loss) After Tax (PAT) for the financial year 2017-18 stood at (Rs.5,932.27 lakhs) as against Rs.2,569.43 lakhs of the previous financial year. The Companyâs earning per share is âNilâ for the financial year 2017-18 due to the exceptional items of Rs.15,191.85 lakhs which is the write-off of advances and receivables due from Amtec. However, the consolidated financial statements of the company show a profit of Rs.10,122 lakhs with an earning per share of Rs.45.77 as the write-off of advances and receivables from Amtec gets offset in the consolidated financial statements.

To augment its capacity to meet the specific needs of certain customers, the company spent Rs.3,182 lakhs in capital investments in the financial year 2017-18 as compared to Rs.1,837 lakhs spent in the financial year 2016 17. The company continues to lay emphasis on R&D and has spent Rs.1,167 lakhs in the financial year 2017-18 as against an amount of Rs.911 lakhs spent in the previous financial year.

DIRECTORS

Mr. Ram Ramamurthyâs (DIN: 06955444) term as Whole-time Director ends on 3^rd September 2018. It is proposed to reappoint him as Whole-time Director for a further period of two years from 4^th September 2018 to 3^rd September 2020 on a remuneration as set out in the Notice convening the ensuing Annual General Meeting. The Board recommends the reappointment of Mr. Ram Ramamurthy as Whole-time Director as per the terms and conditions laid down in the Notice to the ensuing Annual General Meeting. Appropriate resolutions for the reappointment and remuneration have been set out in detail in the Notice convening the ensuing Annual General Meeting.

Mr. S. Balasubramanian (DIN: 02849971) was appointed Additional Director (non-executive and Independent category) in the Board meeting held on 21^st May 2018, subject to the appointment being approved by the shareholders at the ensuing Annual General Meeting. Appropriate resolutions for the appointment has been set out in detail in the Notice convening the ensuing Annual General Meeting. The Board recommends his appointment as Independent Director.

Ms. Rekha Raghunathan (DIN: 00057774) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Necessary resolution for her re-appointment has been set out in detail in the Notice convening the ensuing Annual General Meeting. The Board recommends her reappointment as Director of the company.

The information on Board meetings, committees of the Board, independent directors, Board diversity, remuneration policy, familiarization program for independent directors and Board evaluation are mentioned in the Corporate Governance Report.

Brief resume/details of Directors who are to be appointed/reappointed as mentioned herein has been furnished along with the explanatory statement in the Notice convening the ensuing Annual General Meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 the directors to the best of their knowledge and belief and according to information and explanation obtained by them confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to any material departures;

(b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31^st March 2018 and of the profit and loss of the company for the year ended 31^st March 2018.

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

(d) The annual accounts have been prepared on aâgoing concernâ basis.

(e) Proper internal financial controls to be followed by the company have been laid down and such internal financial controls are adequate and are operating effectively.

(f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating efficiently.

AUDIT COMMITTEE

The audit committee conforms to the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. S. Natarajan, Dr. V. Sumantran, Dr. M.S. Ananth and Mr. Jayakar Krishnamurthy continue as members of the Audit Committee. Mr. S. Natarajan continues as the Chairman of the Audit committee. The committee met seven times during the year. Detailed disclosure on the terms of reference and meetings are mentioned in the corporate governance report.

STATUTORY AUDITORS

M/s R. Subramanian and Company LLP, Chartered Accountants, Chennai (Registration Number: 004137S/S200041) were appointed statutory auditors of the company for a period of 5 consecutive years commencing from the conclusion of the 31^st Annual General Meeting held on 28^th September 2017 till the conclusion of the 36^th Annual General meeting subject to ratification of their appointment by the shareholders at the Annual General Meeting every year. However, as per the amendment in Section 40 of the Companies Amendment Act 2017, the ratification of the appointment of statutory auditor at the Annual General Meeting every year is not required. Hence the company has not put forth the resolution for the ratification of the appointment of Statutory Auditor in the notice to the ensuing Annual General Meeting.

The emphasis of matter specified in the Independent auditorâs report on the Standalone Financial Statements has been explained in Note No. 37(c) and 32 of the notes to accounts.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company had appointed M/s. P. Sriram & Associates, a firm of practising company secretaries as secretarial auditor of the company to undertake secretarial audit of the company for the financial year 2017-18. The report of the secretarial auditor is given in Annexure-I and forms part of this report. It does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS

M/s. P. Chandrasekar, Chartered Accountants, are the internal auditors of the company. Their scope of work is as approved by the audit committee. It includes among other things a review of the operational efficiency, effectiveness of systems and controls in existence, review of the processes to safeguard the assets of the company and assessing the strength of

the internal control in all areas. The internal auditorâs report is discussed with the concerned stakeholders and corrective remedial action are taken on a regular basis in consultation with the audit committee. The internal auditors were present at all audit committee meetings.

COST AUDITOR

The cost audit was conducted for 2017-18 by Mr. V. Kalyanaraman who was appointed as Cost Auditor for the financial year 2017-18. Mr. V. Kalyanaraman was reappointed as cost auditor for the financial year 2018-19 at a remuneration of Rs.5,00,000/- per annum subject to the remuneration being ratified by the shareholders at the ensuing Annual General Meeting. Mr. V. Kalyanaraman has sent his consent for appointment as Cost Auditor for 2018-19.

SUBSIDIARY COMPANIES

The company has two wholly-owned subsidiaries.

Ucal Polymer Industries Limited (UPIL)-UPIL has recorded an increased revenue from operations of Rs.4,972 lakhs in the financial year 2017-18 as against Rs.4,085 lakhs in the financial year 2016-17. The increased revenue can be attributed to the increased offtake by the company which continues to be the major customer of UPIL. The net profit after tax stood at Rs.602 lakhs in the financial year 2017-18 mainly due to this increased offtake and an improvement in operations. A dividend of 50% has been declared by UPIL, for the financial year 2017-18. Transfer of business from other vendors of the company to UPIL is a continuing process and has provided the company an advantage in terms of prices, quality and timeliness of supplies.

Amtec - The revenue from operations of Amtec was Rs.24,288 lakhs in the financial year 2017-18 up from Rs.22,434 lakhs in the financial year 2016-17 thereby recording an increase of 8% in terms of Indian Rupees due to exchange conversion rates though in terms of US dollar, the revenue from operations was $37.40 million during financial year 2017-18 as compared to $34.20 million in the financial year 2016-17 recording an increase of 9%. Amtec has earned a net profit after tax of Rs.306 lakhs during the financial year 2017-18 as against a profit of Rs.282 lakhs in the financial year 2016-17.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31^st March 2018 of the company and its subsidiaries together with the auditorâs report thereon is enclosed. The statement pursuant to sub section(3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed form AOC-1 relating to the subsidiary companies is given in Annexure-II.

The consolidated results of the company and its subsidiaries show that a net profit after tax of Rs.10,122 lakhs has been achieved during the financial year 2017-18 as against Rs.3,586 lakhs in the financial year 2016-17 as the write-off of Rs.15,191.85 lakhs due from Amtec in the standalone financial statements gets off-set in the consolidated financial statements. The consolidated financial statements of 2017-18 have been prepared taking into account the audited financial statements of Amtec and UPIL, USA Inc., for the financial year 2017-18 and all adjustments have been given effect to in the consolidated statements. The increased profit also reflects the better performance of all the companies in terms of revenue and operations.

In terms of section 136 of the Companies Act, 2013 the company has not attached the financial statements of the subsidiary companies. However, the financial information of the subsidiary companies are disclosed in the annual report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary and has also been posted on the website of the company www.ucalfuel.com. The annual accounts, reports and other documents of the subsidiary companies will be dispatched to the shareholders upon receipt of a request from them.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The companyâs CSR activities continue in the field of education, sports, health, sanitation and preservation of culture and heritage through the two implementation agencies. The projects are in accordance with Schedule VII of the Companies Act, 2013. The aim is âTo be a responsible corporate citizen by contributing to the wellbeing of the society at large keeping in mind the national vision of ensuring a healthy, educated and a poverty-free India and to protect the culture and heritage of this great ancient landâ. The constitution of the CSR committee and the other details are mentioned in the corporate governance report. The annual report of the CSR activities carried out during the financial year 2017-18 is given in Annexure-III.

PUBLIC DEPOSITS

During the financial year 2017-18, the company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and there is no outstanding amount on account of principal or interest on deposits from public as on date.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The company has an efficient internal control system commensurate with its size and nature of business to safeguard the assets of the company and to ensure effective utilisation of resources. These controls ensure that transactions are completed on time and in an accurate manner and by following proper procedures and systems. The internal auditors cover a wide area of operations and this is being continuously reviewed by the audit committee. Internal audit is conducted on a quarterly basis by a team of internal auditors and the reports together with the action taken reports are reviewed by the audit committee periodically. A system of management controls is also in place to ensure higher levels of efficiency and to keep the organisation competitive. All the critical functions of the company i.e., Sourcing and Procurement, Manufacturing, Costing, Finance, Dispatch and Sales are handled through Oracle system which is well-integrated. Checks and controls have been built into the system to handle the transactions. Existing internal controls provide adequate assurance to the management for all the transactions covering operations, inventory, fixed assets, financial records and compliance to statuary requirements. The systems and controls are reviewed periodically to ensure their effectiveness. The Board has adopted various policies like Material Subsidiary Policy, Whistle Blower Policy, Related Party transactions Policy to safeguard the assets of the company, to ensure timely information and to prevent and detect frauds and errors.

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

Information required under Section 134(3)(m)of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, on energy conservation, technology absorption, foreign exchange earnings and outgo is given in Annexure-IV.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in form MGT-9 is given in Annexure-V and forms part of this report.

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

Particulars of loans and advances given, guarantees given, securities provided and investments made are provided in the Note Nos. 3, 4, 10 and 44 of the notes to accounts of the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments in the operations of the company affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Boardâs report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The company did not enter into any material transaction with any related party which may have potential conflict with the interest of company at large during the financial year 2017-18 as per Section 188 of Companies Act, 2013. All transactions entered into with related parties were at an armâs length basis and in the ordinary course of business. Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, is given in Annexure-VI and forms part of this report. The companyâs related party transactions have been made to meet the requirements of operations and at an armâs length basis and have been entered in the ordinary course of business.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

REGULATORY/COURT ORDERS

During the year 2017-18 no significant and material orders were passed by the courts, regulators or tribunals affecting the going concern status of the company and its future operations.

PARTICULARS OF EMPLOYEES

Mr. Jayakar Krishnamurthy, Chairman and Managing Director, Mr. Ram Ramamurthy, Whole-time Director and Chief Financial Officer, Ms. Rekha Raghunathan, Director and Company Secretary hold the office of key managerial personnel of the company. The Information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of directors, key managerial personnel and employees are given in Annexure-VII.

INDUSTRIAL RELATIONS

During the year cordial and healthy relations were maintained with all sections/levels of employees.

WHISTLE BLOWER POLICY

The company has a whistle blower policy to deal with instances of fraud and mismanagement. The details are explained in the Corporate Governance Report and are also posted on the companyâs website www.ucalfuel.com.

SEXUAL HARASSMENT POLICY

The company has in place a policy for prevention of sexual harassment. An internal committee has been set up at each plant to redress sexual harassment complaints. All employees are covered under this policy. No complaint was received during the financial year 2017-18.

RISK MANAGEMENT POLICY

Key business risks are identified and reviewed on a regular basis. A strategy development committee has been formed to strategise on ways to mitigate the various risks. The necessary actions and precautions are taken on time to deal with various risks associated with the company and the Board discusses the same from time to time. The details are given in Corporate Governance Report.

PREVENTION OF INSIDER TRADING

The company has framed a code of conduct for prevention of insider trading based on SEBI (prohibition of insider trading) Regulations, 2015. This code is applicable to all the board members/employees/officers of the company. This ensures prevention of dealing with shares by people who have access to unpublished price sensitive information.

CORPORATE GOVERNANCE

The company adheres to all the requirements of the code of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on corporate governance along with certification of the Chairman and Managing Director and the Whole-time Director and Chief Financial Officer is attached in Annexure-VIII. Certificate from the Statutory Auditor regarding compliance of the conditions of corporate governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure-IX. The Management Discussion and Analysis Report is attached in Annexure-X.

STATEMENT ON COMPLIANCE TO APPLICABLE SECRETARIAL STANDARD

The company has complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India during the year 2017-18.

ACKNOWLEDGEMENT

The Board thanks all its employees, customers, bankers, vendors, suppliers and governmental agencies for their continued support. The Board is grateful to the shareholders for their continued trust and confidence in the company.

For and on behalf of the Board

Place: Chennai JAYAKAR KRISHNAMURTHY

Date: 29^th August 2018 CHAIRMAN AND MANAGING DIRECTOR

Mar 31, 2014

Dear Members,

The Directors hereby present the Twenty Eighth Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2014 is as follows:

(Rs. in lakhs) For the year ended Particulars 31.03.2014 31.03.2013

Gross Revenue 52,682 57,084

Net Revenue (excluding Excise Duty) 46,563 50,435

Total Expenditure 40,333 43,756

Operating Income 6,230 6,679

Other Income 100 123

Profit before Interest, Tax & Depreciation 6,330 6,802

Interest 2,983 3,197

Deferred Revenue Expenses 417 417

Depreciation 1,923 1,925

Profit before Tax & Exceptional item 1,007 1,263

Tax Expense 185 305

Profit after Tax/Net Profit 822 958

Balance of profit brought forward from last year 8,815 8,316

Amount Available for Appropriations 9,637 9,274

Appropriations:

Transfer to General Reserve 200 200

Dividend 221 221

Tax on Dividend 33 38

Balance Carried to Balance Sheet 9,183 8,815

DIVIDEND

The Board recommends a dividend of 10% i.e. Rs. 1 per equity share, aggregating to Rs. 221 lakhs (exclusive of tax on dividend) for the financial year 2013-2014.

TRANSFER TO GENERAL RESERVE

A sum of Rs. 200 lakhs has been transferred to the general reserve of the company for the financial year 2013-2014.

PERFORMANCE

The turnover of the company decreased by 8% from Rs. 50,435 lakhs in the financial year 2012-2013 to Rs. 46,563 lakhs in the financial year 2013-2014. This was mainly because of the continued recessionary trend in the auto sector and consequent low off take by the customers. This decrease in turnover was in spite of the efforts put in by the management to identify new markets and new business. The Earnings before Interest, Tax and Depreciation (EBITDA) also decreased from Rs. 6,802 lakhs in the financial year 2012-2013 to Rs. 6,330 lakhs in the financial year 2013-2014. The decrease can be mainly attributed to the reduction in the volume of business and the high fixed expenditure cost.

In spite of considerable efforts the exports reduced to Rs. 2,069 lakhs during the financial year 2013-2014 from Rs. 2,589 lakhs in the financial year 2012-2013. This decrease is again a reflection of the global trends in the auto sector. The spares sales of the company during the financial year 2013-2014 was Rs. 3,164 lakhs as against that of Rs. 3,048 lakhs in the financial year 2012-2013 showing a marginal increase.

The Profit After Tax (PAT) for 2013-2014 was less than that of the financial year 2012-2013 by 14%. The Company''s earning per share was Rs. 3.72 during the financial year 2013-2014.

The economy continued its downward trend in 2013-2014 and the automobile segment did not show any signs of improvement. The company''s manufacturing plants worked at less than optimum capacity as the customer off take was low. However the company''s efforts to cut costs through various new initiatives, close monitoring and control of projects and steps to increase productivity continued unabated during the financial year 2013-2014. Rearranging the production facilities did yield some savings in the form of increased efficiency of operations but that was not substantial enough to make up for the low off take and the constant demand by the customer for price discounts. The supply chain management continued to be a challenge in terms of price and quality.

The reduced turnover resulted in a limited capital expenditure in 2013-2014 keeping in mind the low demand in the automobile segment. The company continued its emphasis on updating its facilities and spent Rs. 534 lakhs in capital investments in the financial year 2013-2014 as compared to Rs. 734 lakhs spent in the financial year 2012-2013. The company strengthened its R&D by spending Rs. 907 lakhs on R&D in the financial year 2013-2014 as against an amount of Rs. 1,013 lakhs spent in the previous financial year.

DIRECTORS

Mr.R.Sundararaman stepped down as Joint Managing Director on 01.04.2014. The Board places on record its appreciation for the services rendered by him during his tenure. Mr.R.W.Khanna''s nomination as director was withdrawn by Exim bank and he ceased to be Nominee Director with effect from 23.01.2014. In his place Exim Bank nominated Mr K.Ajit Kumar and he was appointed Nominee Director with effect from 23.01.2014. Subsequently Exim Bank withdrew his nomination too and he ceased to be Nominee Director with effect from 19.06.2014. The Board places on record its appreciation for the services rendered by Mr.R.W.Khanna and Mr.K.Ajit Kumar during their tenure as Directors. Mr. S.Muthukrishnan did not seek re-appointment at the previous Annual General Meeting.

The Board in its meeting held on 30th August 2014 appointed Mr.Ram Ramamurthy as Additional Director with immediate effect. His appointment will be confirmed at the ensuing Annual General Meeting of the company. Subject to the approval of the shareholders and Central Government, the Board also appointed Mr.Ram Ramamurthy as Whole time Director for a period of two years with effect from 4th September 2014. Apppropriate resolutions for his appointment and remuneration have been set out in the Notice convening the Annual General Meeting.

Mr.S. Natarajan retires by rotation and being eligible offers himself for reappointment. However in terms of Section 149 of the Companies Act 2013, Mr.S.Natarajan, Dr.V.Sumantran and Dr.M.S.Ananth are seeking appointment as Independent Directors for a consecutive term of five years from the conclusion of this Annual General Meeting.

Brief resume/details of Directors who are to be appointed/reappointed as mentioned herein has been furnished along with the explanatory statement in the Notice convening the Annual General Meeting.

Padma Vibhushan Dr. V. Krishnamurthy continues to guide the management in all areas and the Board is grateful to him for his continued guidance and support.

AUDITORS

The statutory auditors of the company M/s. G Balu Associates, Chartered Accountants, Chennai, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The necessary resolutions in this regard will be passed at the ensuing Annual General Meeting. The company has received a certificate from the auditors to the effect that their reappointment if made will be in accordance with the provisions of the Companies Act, 2013. The auditors have also confirmed that they hold a Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Mr. V. Kalyanaraman was appointed cost auditor of the company for the financial years 2013-2014 and 2014-2015. The cost audit report for the financial year 2013-2014 will be filed within the due date. The company has however come out of the purview of cost audit for the year 2014-2015.

AUDIT COMMITTEE

Dr.V.Sumantran was appointed member of the audit committee on 11.08.2014. Mr. S.Natarajan, Dr. M.S. Ananth and Mr. Jayakar Krishnamurthy continue to be the other members of the Audit Committee. Mr. S.Natarajan continues as Chairman of the Audit committee. The committee met five times during the year.

SUBSIDIARY COMPANIES

The company has two wholly owned subsidiaries.

Ucal Polymer Industries Limited (UPIL) - UPIL continues to perform well and support the company by expanding its scope of supply of plastic and rubber components to the company. The turnover for the financial year 2013-2014 was Rs. 2,598 lakhs compared to that of Rs. 2,357 lakhs in the financial year 2012-2013. The net profit after tax was higher at Rs. 248 lakhs in the financial year 2013-2014 thereby recording an increase of 9% as against Rs. 228 lakhs in the financial year 2012-2013. This has been achieved mainly due to the introduction of new products and improved efficiency of operations. A dividend of 20% has been declared by UPIL. UPIL''s objective of expanding its customer profile beyond UCAL Fuel Systems Limited (UFSL) is proceeding at a rather slow pace but its attempts to diversify its product portfolio has succeeded to a large extent in the financial year 2013-14.

Amtec Precision Products Inc, USA (Amtec) - The turnover of Amtec was Rs. 17,561 lakhs during the financial year 2013-2014 up from Rs. 14,832 lakhs in the financial year 2012-2013 thereby recording an increase of 18% in rupee terms. In US dollar terms, the turnover was $ 37.51 million during financial year 2013-2014 compared to $ 29.01 million in the financial year 2012-2013 showing an increase of 9%. Amtec has earned a cash profit of Rs. 400 lakhs during the financial year 2013-2014. The company''s growth has been reasonable considering the fact that the global auto industry had not really picked up in 2013-2014. Amtec''s efforts to gain entry into original equipment manufacturers and Tier 1 suppliers by obtaining minority certification did not materialize to the extent expected in the financial year 2013-2014. This is in spite of the fact that Amtec enjoys a high credibility amongst its customers. Capacity utilization continues to be low and in addition Amtec has not been able to take advantage of low cost sourcing from India. The employee costs continues to be high and an increase in the customer portfolio seems to be the only solution to increase profitability.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2014 of the company and its subsidiaries together with the auditor''s report thereon is enclosed. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies forms a part of the accounts. A summary of the key financials of the company''s subsidiaries is also included in the Annual Report.

The consolidated results of the company and its subsidiaries show that a net profit after tax of Rs. 685 lakhs has been achieved during the financial year 2013-2014 as against that of Rs. 598 lakhs in the financial year 2012-2013. Efforts are on to improve the overall performance of the company and its subsidiaries in all respects.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212(1) of the Companies Act, 1956 which requires the attaching of the balance sheet, profit and loss statement and other documents of its subsidiary companies to its Annual Report. The Board in its meeting held on 30th August 2014 passed the necessary resolution for complying with all the conditions regarding the circulation of the annual report of the company without attaching all the documents of the subsidiary companies referred to in Section 212(1) of the Companies Act, 1956. Accordingly, the said documents are not being included in this Annual Report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary. The annual accounts, reports and other documents of the subsidiary companies will be despatched to the shareholders upon receipt of a request from them.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 , the Directors confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2014 and of the profit of the company for the year ended 31st March 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a "going concern" basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public during the financial year 2013-2014 and there is no outstanding fixed deposit as on date.

PERSONNEL

Particulars of employees as required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form a part of this report. In terms of section 219(1)(b)(iv) of the Companies Act 1956, the Annual Report and accounts are being sent to the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act 1956. The statement will be available for inspection by the shareholders at the registered office of the company during business hours. Any shareholder interested in obtaining such statement may write to the Company Secretary at the registered office of the company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) rules 1988, on energy conservation, technology absorption, foreign exchange earnings and outgo, is given in Annexure-A and forms an integral part of this report.

CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges as well as to the standards set by the Securities and Exchange Board of India. A report on corporate governance along with certification of the chairman and managing director and the chief financial officer is attached in Annexure-B. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated by clause 49 of the listing agreement is attached in Annexure-C. The Management Discussion and Analysis Report is attached in Annexure-D.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the support of its employees, customers and bankers, the cooperation of its vendors and suppliers and the assistance of governmental agencies. The Board is particularly grateful to the shareholders for continuing to repose their confidence in the company.

For and on behalf of the Board

Place : Chennai JAYAKAR KRISHNAMURTHY Date:30.08.2014 Chairman and Managing Director

Mar 31, 2013

The Directors hereby present the Twenty Seventh Annual Report together with the audited accounts of the company for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2013 is as follows:

(Rs.in lakhs)

For the year ended Particulars 31.03.2013 31.03.2012

Gross Revenue 57,084 57,905

Net Revenue (excluding Excise Duty) 50,435 52,502

Total Expenditure 43,756 44,139

Operating Income 6,679 8,363 Other Income 123 210

Profit before Interest, Tax & Depreciation 6,802 8,573

Interest 3,197 3,018

Deferred Revenue Expenses 417 417

Depreciation 1,925 2,144

Profit before Tax & Exceptional item 1,263 2,994

Tax Expense 305 726

Profit after Tax/Net Profit 958 2,268

Balance of profit brought forward from last year 8,316 7,476

Amount Available for Appropriations 9,274 9,744

Appropriations:

Transfer to General Reserve 200 400

Dividend 221 885

Tax on Dividend 38 143

Balance Carried to Balance Sheet 8,815 8,316

DIVIDEND

The Board recommends a dividend of 10% i.e. Rs. 1 per equity share, aggregating to Rs. 221 lakhs (exclusive of tax on dividend) for the financial year 2012-2013.

TRANSFER TO GENERAL RESERVE

A sum of Rs. 200 lakhs has been transferred to the general reserve of the company for the financial year 2012-2013.

PERFORMANCE

The turnover of the company decreased by 4% from Rs. 52,502 lakhs in the financial year 2011-2012 to Rs. 50,435 lakhs in the financial year 2012-2013. This was mainly due to the depressed demand in the auto sector and consequent low offtake by the customers. The Earnings before Interest, Tax and Depreciation (EBITDA) also decreased from Rs. 8,573 lakhs in the financial year 2011-2012 to Rs. 6,802 lakhs in the financial year 2012-2013. The decrease can be attributed to increase in the cost of inputs and the unceasing pressure from customers to reduce prices in spite of spiraling material, power, labour and interest costs. The unprecedented power cuts in Tamil Nadu had resulted in extensive use of diesel power to maintain production and this added to the manufacturing cost substantially thereby leading to decreased EBITDA. To overcome the huge power cost, the company has installed a dedicated feeder line and purchases power through the exchange.

In spite of considerable efforts the exports reduced to Rs. 2,589 lakhs during financial year 2012-2013 from Rs. 3,734 lakhs in the financial year 2011-2012. This decrease was due to the recessionary conditions in the international markets.

The spares sales of the company during the financial year 2012-2013 was Rs. 3,048 lakhs as against that ofRs. 2,652 lakhs in the financial year 2011-2012.

The Profit After Tax (PAT) for 2012-2013 was substantially less than that of the financial year 2011-2012 by 58%. The Company''s earning per share was Rs. 4.33 during the financial year 2012-2013.

Given that the situation in 2013-2014 is not likely to be any better as the economy has shown no signs of revival till now, the company has launched a massive program to cut costs, increase productivity and intensify marketing efforts. Efforts are also on to secure better prices from the customers for the existing products due to rising costs. With the commissioning of the Bawal plant there has been a rearrangement of production facilities between plants to minimize costs. The operations at Gurgaon stand shifted to Bawal. The operations of the Export Oriented Unit at Ambattur which was essentially catering to the requirements of Am tec has dried up and it is proposed to shift the machineries there to another export oriented unit at Maraimalai nagar. The rearrangement of facilities will help in streamlining production and lead to increased efficiency of operations. Efforts are on to streamline the supply chain and reduce/strengthen the subcontractors and vendors.

The reduced turnover resulted in a very cautious approach with regard to capital expenditure in 2012-2013. The company spent only Rs. 734 lakhs in capital investments in the financial year 2012-2013 as compared to Rs. 4,601 spent in the financial year 2011-2012. The company continued its emphasis on R&D and spentRs. 1,013 lakhs on R&D in the financial year 2012-2013.

DIRECTORS

In accordance with the Articles of Association of the company Mr.S.Muthukrishnan retires by rotation at the forthcoming Annual General Meeting. Mr. S. Muthukrishnan had informed the board of his intention not to seek reappointment at the ensuing Annual General Meeting due to health reasons. Consequently no resolution is placed for his reappointment in the current Annual General Meeting. Mr.S.Muthukrishnan is the founder director of UCAL Fuel Systems Limited. It was under his leadership that UCAL Fuel Systems Limited developed into a world class supplier of auto components. The foundations laid by him have sustained the company in the most difficult times. The Board is grateful to Mr.S. Muthukrishnan for his leadership and guidance through the years.

Dr.V.Sumantran also retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Brief resume/details of Dr.V.Sumantran who is to be reappointed as mentioned herein has been furnished in the Notice convening the Annual General Meeting.

The Board is grateful to Padma Vibhushan Dr. V. Krishnamurthy who spends a considerable portion of his time with the company, guiding it in all areas.

AUDITORS

The statutory auditors of the company M/s. G Balu Associates, Chartered Accountants, Chennai, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The necessary resolutions in this regard will be passed at the ensuing Annual General Meeting. The company has received a certificate from the auditors to the effect that their reappointment if made will be in accordance with the provisions of Section 224( IB) of the Companies Act, 1956. The auditors have also confirmed that they hold a Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Mr. V. Kalyanaraman was appointed as cost auditor for financial year 2012-2013. The company will be filing the cost audit report for the year ended 31st March 2013 before the due date of 30th September 2013. Based on the recommendations of audit committee the Board has reappointed Mr. V. Kalyanaraman as cost auditor of the company for the financial years 2013-2014 and 2014-2015.

AUDIT COMMITTEE

Mr. S.Natarajan, Dr. M.S. Ananth and Mr. Jayakar Krishnamurthy continue to be the members of the Audit Committee. Mr. S.Natarajan continues as Chairman of the Audit committee. The committee met 4 times during the year.

SUBSIDIARY COMPANIES

The company has two wholly owned subsidiaries.

Ucal Polymer Industries Limited (UPIL) Â UPIL continues to be a steady supplier to the company of plastic and rubber components. The turnover for the financial year 2012-2013 was Rs. 2,357 lakhs compared to that of Rs. 2,347 lakhs in the financial year 2011-2012. The net profit after tax was higher at Rs. 228 lakhs in the financial year 2012-2013 thereby recording an increase of 44% as against Rs. 159 lakhs in the financial year 2011-2012. This has been achieved mainly due to the rationalization of operations and vendors. A dividend of 10% has been declared by UPIL. The dividend remains modest as the company is planning to invest in revamping its facilities in the current year. One main concern is to expand the customer profile beyond UCAL Fuel Systems Limited and efforts are on in this direction. The company is also attempting to diversify its product portfolio to emerge as one of the leading suppliers of sophisticated and precision products of rubber and plastic.

Amtec Precision Products Inc, USA (Amtec) Â The turnover of Amtec was Rs. 14,832 lakhs during the financial year 2012-13 down from Rs. 15,716 lakhs in the financial year 2011-2012 thereby recording a decrease of 6%. Amtec has earned a cash profit of Rs. 175 lakhs during the financial year 2012-2013. The company has not shown the desired growth due to the stagnating US economy. The molded product division was shifted nearer to the precision product division during the year. This has led to increased supervision and reduced costs. During the year Amtec obtained a minority certification in US which opens new possibilities of securing orders. The minority certification will immensely help Amtec to gain entry into original equipment manufacturers and Tier 1 suppliers as there is a mandate for these companies to award a certain percentage of their business to minority suppliers. Also with the US economy picking up there is every possibility that Amtec will post better results in 2013-2014. Rising employee costs is also a concern at Amtec which will get evened out only if the customer portfolio increases.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2013 of the company and its subsidiaries together with the auditor''s report thereon is enclosed. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies forms a part of the accounts. A summary of the key financials of the company''s subsidiaries is also included in the Annual Report.

The consolidated results of the company and its subsidiaries show that a net profit after tax ofRs. 598 lakhs has been achieved during the financial year 2012-2013 as against that ofRs. 2,392 lakhs in the financial year 2011-2012. The economic recession was felt both in the domestic operations and in Amtec. The expected increase in customer offtake did not materialize and there was a time lag in cutting down costs corresponding to the customer off take which has led to reduced profits. This situation of low demand is being used by the company and Amtec to streamline their operations and costs and diversify their product mix.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8,2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212( 1) of the Act which requires the attaching of the balance sheet, profit and loss statement and other documents of its subsidiary companies to its Annual Report. The Board in its meeting held on 2nd September 2013 passed the necessary resolution for complying with all the conditions regarding the circulation of the Annual Report of the company without attaching all the documents of the subsidiary companies referred to in Section 212(1) of the Act. Accordingly, the said documents are not being included in this Annual Report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary. The annual accounts, reports and other documents of the subsidiary companies will be despatched to the shareholders upon receipt of a request from them.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that,

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2013 and of the profit of the company for the year ended 31st March 2013;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a "going concern" basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public during the financial year 2012-2013 and there is no outstanding fixed deposit as on date.

PERSONNEL

Particulars of employees as required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form a part of this report. In terms of section 219(l)(b)(iv) of the Companies Act 1956, the Annual Report and accounts are being sent to the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act 1956. The statement will be available for inspection by the shareholders at the registered office of the company during business hours. Any shareholder interested in obtaining such statement may write to the Company Secretary at the registered office of the company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 217( 1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) rules 1988, on energy conservation, technology absorption, foreign exchange earnings and outgo, is given in Annexure-A and forms an integral part of this report.

CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in clause 49 of the listing agreement with the stock exchanges as well as to the standards set by the Securities and Exchange Board of India. A report on corporate governance along with certification of the chairman and managing director and the chief financial officer is attached in Annexure-B. A certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated by clause 49 of the listing agreement is attached in Annexure-C. The Management Discussion and Analysis Report is attached in Annexure-D.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the support, cooperation and assistance of all its stakeholders: - the customers, the bankers, the suppliers and vendors, the governmental agencies, the employees and more importantly the shareholders.

For and on behalf of the Board

Place : Chennai JAYAKAR KRISHNAMURTHY

Date : 02.09.2013 Chairman and Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited accounts of the company for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2012 is as follows:

(Rs. in lakhs)

For the year ended Particulars 31.03.2012 31.03.2011 % Change

Gross Revenue 57,905 52,600 10

Net Revenue (excluding Excise Duty) 52,502 48,154 9

Total Expenditure 44,139 40,069 10

Operating Income 8,363 8,085 3

Other Income 210 85 147

Profit before Interest, Tax & Depreciation 8,573 8,170 5

Interest 3,018 2,725 11

Deferred Revenue Expenses 417 417 -

Depreciation 2,144 2,357 (9)

Profit before Tax & Exceptional item 2,994 2,671 12

Tax Expense 726 450 -

Profit after Tax/Net Profit 2,268 2,221 2

Balance of profit brought forward from last year 7,476 6,698 12

Amount Available for Appropriations 9,744 8,919 -

Appropriations:

Transfer to General Reserve 400 415 (4)

Dividend 885 885 -

Tax on Dividend 143 143 -

Balance Carried to Balance Sheet 8,316 7,476 -

DIVIDEND

The Board is pleased to recommend a dividend of 40% i.e. Rs.4 per equity share, aggregating to Rs. 885 lakhs (exclusive of tax on dividend) for the financial year ended 2011-2012.

TRANSFER TO GENERAL RESERVE

A sum of Rs.400 lakhs has been transferred to the general reserve of the company for the financial year 2011-2012.

PERFORMANCE

The turnover of the company during the financial year 2011-2012 increased to Rs.52,502 lakhs from Rs.48,154 lakhs in the previous financial year thereby recording an increase of 9%. The Earnings before Interest, Tax and Depreciation (EBITDA) increased by 5% to touch a level of Rs.8,573 lakhs from that of Rs.8,170 lakhs of the previous financial year. The increase in EBITDA has been much lower than expected due to various reasons like increased input cost especially that of steel and aluminum, inability to pass the increased cost to the customer, increased labour cost due to attrition, increased power cost and increased finance cost due to enhancement of interest rates and availment of further borrowings to meet the capital expenditure. The company's earning per share was Rs. 10.26 during the financial year 2011-2012. The exports reduced to Rs.3,734 lakhs during financial year 2011-2012 from Rs.5,189 lakhs in the previous financial year. This decrease was due to the reduced offtake by the customer. After market sales of the company during the financial year 2011-2012 was Rs. 1,091 lakhs as against that of Rs. 1,103 lakhs in the previous year. The company has despite certain adverse factors been able to maintain the Profit after Tax (PAT) at the same level as that of the previous financial year mainly because of its efforts at improving operational efficiency. In 2012-2013 further improvements are being attempted to increasee EBITDA through reduced levels of inventory, rationalization of vendors and continuous value engineering of the products. All leading automobile manufacturers have either set up a base in India or expanded their existing operations in India in the recent years in spite of a general slowdown and the company hopes to take advantage of this development in the future years.

PROJECTS

The company has invested Rs 4,601 lakhs in capital expenditure during the financial year 2011-2012 as compared to that of Rs 4,216 lakhs during the financial year 2010-2011. The manufacturing facility at Bawal is almost complete and most of the operations at the Gurgaon facility have been shifted to Bawal, Haryana. It is proposed to make Bawal, the company's headquarters in North India. The company has introduced fully automated manufacturing lines at Bawal for the very first time and machinery and equipment are in the process of being procured for which substantial capital expenditure is to be incurred in the current financial year 2012-2013. The first phase of construction is also complete at the facility in Mahindra City, Chengalpattu and operations have commenced on a small scale. The company is in the process of securing export orders .

DIRECTORS

Mr. P.P.R. Rao completed his term of three years as Executive Director on 25.9.2011 and ceased to be a director from that day onwards. The Board wishes to place on record its appreciation and gratitude for the excellent services rendered by Mr. P.P.R. Rao during his tenure.

In accordance with the Articles of Association of the company, Mr.S.Natarajan and Dr.M.S.Ananth, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Brief Resume/details of the directors who are to be reappointed as mentioned herein have been furnished along with the explanatory statement in the Notice convening the Annual General Meeting.

Padma Vibhushan Dr. V. Krishnamurthy continues to guide the Board in all major policy decisions and the Board is grateful to him for his support.

AUDITORS

M/s. G Balu Associates, Chartered Accountants, Chennai, Auditors of the company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the auditors to the effect that their reappointment if made will be in accordance with the provisions of Section 224( 1B) of the Companies Act 1956. The auditors have also confirmed that they hold a Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Mr. V. Kalyanaraman has been appointed as cost auditor of the company for the financial year 2012-2013.

CHIEF FINANCIAL OFFICER

Mr. Jayakar Krishnamurthy relinquished his additional portfolio as Chief Financial Officer of the company with the appointment of Mr.N. Gnanasambandan, Vice President - Finance, as the Chief Financial Officer of the company with effect from 8th May 2012.

AUDIT COMMITTEE

Mr. S.Natarajan, Dr. M.S. Ananth and Mr. Jayakar Krishnamurthy continue to be the members of the Audit Committee. Mr. S.Natarajan continues as Chairman of the Audit committee.

SUBSIDIARY COMPANIES

The company has two wholly owned subsidiaries.

Ucal Polymer Industries Limited (UPIL) Ã The operations of UPIL continue to be steady. The turnover for the financial year 2011-2012 was Rs.2,347 lakhs up by 34% compared to that of Rs.1,750 lakhs of the previous financial year. The net profit after tax was higher at Rs. 159 lakhs recording a growth of 81% as against Rs.88 lakhs of the previous financial year. A dividend of 10% has been declared by UPIL. UPIL is actively working to enhance its customer base and go beyond UCAL Fuel Systems Limited.

Amtec Precision Products Inc, USA (Amtec) Ã The turnover of the company was Rs. 15,716 lakhs during the financial year 2011-2012 up from Rs.13,265 lakhs of the previous financial year thereby recording an increase of 18%. Amtec has earned a cash profit of Rs. 684 lakhs during the current financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2012 of the company and its subsidiaries together with the auditor's report thereon is enclosed. The statement pursuant to Section 212 of the Companies Act, 1956 relating to the subsidiary companies forms a part of the accounts. A summary of the key Financials of the company's subsidiaries is also included in the Annual Report.

The consolidated results of the company and its subsidiaries show that a net profit after tax of Rs.2,392 lakhs has been achieved during the financial year 2011-2012 as against Rs. 1,926 lakhs in the previous financial year. This can be attributed to an improvement in the operations of both the subsidiaries.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212(1) of the Act which requires the attaching of the balance sheet, profit & loss account and other documents of its subsidiary companies to its Annual Report. The Board in its meeting held on 10th August 2012 passed the necessary resolution for complying with all the conditions regarding the circulation of the Annual Report of the company without attaching all the documents of the subsidiary companies referred to in Section 212(1) of the Act. Accordingly, the said documents are not being included in this Annual Report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary. The annual accounts, reports and other documents of the subsidiary companies will be dispatched to the shareholders upon receipt of a request from them.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that,

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2012 and of the profit of the company for the year ended 31st March 2012;

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

The annual accounts have been prepared on a "going concern" basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public during the financial year 2011-2012 and there is no outstanding fixed deposit as on date.

PERSONNEL

Particulars of employees as required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form a part of this report. In terms of section 219(l)(b)(iv) of the Companies Act 1956, the Annual Report and accounts are being sent to the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act 1956. The statement will be available for inspection by the shareholders at the registered office of the company during business hours. Any shareholder interested in obtaining such statement may write to the Company Secretary at the registered office of the company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) rules 1988, on energy conservation, technology absorption, foreign exchange earnings and outgo, is given in Annexure-A and forms an integral part of this report.

CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in Clause 49 of the listing agreement with the stock exchanges as well as to the standards set by the Securities and Exchange Board of India. A Report on corporate governance along with certification of the Chairman and Managing Director and the Chief Financial Officer is attached in Annexure-B. A certificate from the Auditors of the company regarding compliance of the conditions of corporate governance as stipulated by Clause 49 of the listing agreement is attached in Annexure-C. The Management Discussion & Analysis Report is attached in Annexure-D.

ACKNOWLEDGEMENT

The Board acknowledges with sincere gratitude the cooperation and assistance of all its stakeholders: - the customers, for their continued patronage, the bankers, for their understanding and timely financial support, the suppliers and vendors, for their continued association, the governmental agencies, for their assistance, the employees, for their commitment and more importantly the shareholders for continuously reposing their confidence in the company.

For and on behalf of the Board

Place : Chennai JAYAKAR KRISHNAMURTHY

Date : 30.08.2012 Chairman and Managing Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the audited accounts of the company for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

The performance of the company for the year ended 31st March 2011 is as follows:

(Rs. in lakhs)

For the year ended

Particulars 31.03.2011 31.03.2010 % Change

Gross Revenue 52,600 42,613 23

Net Revenue (excluding Excise Duty) 48,154 39,366 23

Total Expenditure 40,069 33,239 21

Operating Income 8,085 6,127 32

Other Income 85 93 (8)

Profit before Interest, Tax & Depreciation 8,170 6,220 31

Interest 2,725 2,852 (4)

Deferred Revenue Expenses 417 418 -

Depreciation 2,357 2,376 (1)

Profit before Tax & Exceptional item 2,671 574 365

Tax Expense 450 (189) -

Profit after Tax / Net Profit 2,221 763 191

Prior period Adjustments - (6) -

Balance of profit brought forward from last year 6,698 6,199 8

Amount Available for Appropriations 8,919 6,956 -

Appropriations:

Transfer to General Reserve 415 - -

Dividend 885 221 300

Tax on Dividend 143 37 289

Balance Carried to Balance Sheet 7,476 6,698 -

DIVIDEND

The Board is pleased to recommend a dividend of 40% i.e. Rs.4 per equity share, aggregating to Rs.885 lakhs (exclusive of tax on dividend) for the financial year ended 2010-2011. This dividend recommended by the Board is the highest dividend payout by the company in absolute terms till date.

TRANSFER TO GENERAL RESERVE

A sum of Rs.415 lakhs has been transferred to the general reserve of the company for the financial year 2010-2011.

PERFORMANCE

The turnover of the company during the financial year 2010-2011 increased to Rs.48,154 lakhs from Rs.39,366 lakhs in the previous financial year thereby recording an increase of 23%. The EBITDA increased by 31% to touch a level of Rs.8,170 lakhs from that of Rs.6,220 lakhs of the previous financial year. The increased offtake from various customers, greater controls established in the areas of capital expenditure, borrowings and other revenue expenditure coupled with better capacity utilization and increased productivity have contributed to the increased EBITDA. Due to better working capital management, the interest cost of the company came down by 4% inspite of increase in interest rates of banks. The company's earning per share was Rs. 10.04 during the financial year 2010-2011 which is higher by 137% compared to that of Rs.4.23 per share of the previous financial year. The exports also surged to Rs.5,189 lakhs during financial year 2010-2011 from Rs.3,799 lakhs in the previous financial year thereby recording a growth of 37%. After market sales of the company during the financial year 2010-2011 increased to Rs. 1,103 lakhs as against a sale of Rs.876 lakhs in the previous financial year thereby recording a growth of 26%.

NEW PROJECTS

The company has invested Rs.4,216 lakhs in capital expenditure during the financial year 2010-2011. A major portion of this capital expenditure has gone towards setting up of a manufacturing facility at Bawal, Haryana to meet the growing customer base in North India and towards establishing another manufacturing facility at Mahindra City, Chengalpattu, Tamil Nadu to consolidate all export operations in a special economic zone. The existing plants have also been strengthened and expanded to meet the growing needs of the customers particularly in the areas of carburettors, oil pumps and vacuum pumps. Commercial production commenced at the Bawal facility on 28th February 2011 and at the Mahindra City facility on 27th June 2011. Further investment will have to be incurred in 2011-2012 to complete these projects keeping in step with the market trends.

DIRECTORS

Subject to the approval of the shareholders and the approval of the Central Government, the Board in its meeting held on 27th August 2011 reappointed Mr.Jayakar Krishnamurthy who is also Chairman and Chief Financial Officer as Managing Director of the company for a further period of five years with effect from 1st September 2011. Appropriate resolution for his reappointment and remuneration has been set out in the Notice convening the Annual General Meeting.

Mr. RP.R. Rao, Executive Director, is completing his term of three years on 25th September 2011 and he will cease to be a Director from that day.

The Board in its meeting held on 27th August 2011 appointed Mr. R. Sundararaman as Additional Director. As per the provisions of the Companies Act, 1956 his appointment will be confirmed at the ensuing Annual General Meeting of the company. Subject to the approval of the shareholders and Central Government, the Board also appointed Mr. R. Sundararaman as Joint Managing Director of the company for a period of 3 years with effect from 8th September 2011. Appropriate resolutions for his appointment and remuneration have been set out in the Notice convening the Annual General Meeting.

EXIM Bank nominated Mr. R.W. Khanna as a Director on the Board of the company in place of Mr. K.Muthukumaran. The Board co-opted him as Nominee Director on 30th June 2011. The Board wishes to place on record its appreciation and gratitude for the excellent services rendered by Mr.K.Muthukumaran during his tenure as Director.

In accordance with the Articles of Association of the company, Mr. S.Muthukrishnan and Dr. V. Sumantran, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Brief Resume/ details of the directors who are to be appointed and reappointed as mentioned herein have been furnished along with the explanatory statement in the Notice convening the Annual General Meeting.

The Board expresses its sincere gratitude to Padma Vibhushan Dr. V. Krishnamurthy for his guidance in all spheres of the business especially in major policy decisions.

AUDITORS

M/s. G Balu Associates, Chartered Accountants, Chennai, Auditors of the company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The company has received a certificate from the auditors to the effect that their reappointment if made will be in accordance with the provisions of Section 224(1B) of the Companies Act 1956. The auditors have also confirmed that they hold a Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDIT COMMITTEE

Mr. S.Natarajan, Dr. M.S. Ananth and Mr. K. Muthukumaran were members of the Audit Committee till 30th June 2011. The Audit Committee was reconstituted on 30th June 2011 to include Mr.Jayakar Krishnamurthy, Chairman and Managing Director & Chief Financial Officer as a member in place of Mr. K.Muthukumaran whose nomination was withdrawn by Exim Bank. Mr. S.Natarajan continues to be the Chairman of the Audit committee.

SUBSIDIARY COMPANIES

The company has two wholly owned subsidiaries.

UCAL Polymer Industries Limited(UPIL) Ã The operations of UPIL continue to be satisfactory. The turnover for the financial year 2010-2011 was Rs.1,750 lakhs up by 40% compared to that of Rs. 1,253 lakhs of the previous financial year.

The net profit after tax was higher at Rs.88 lakhs recording a growth of 46% as against Rs.60 lakhs of the previous financial year. A dividend of 10% has been declared by UPIL.

Amtec Precision Products Inc, USA(Amtec) Ã The turnover of the company was Rs. 13,265 lakhs during the financial year 2010-2011 up from Rs. 11,040 lakhs of the previous financial year thereby recording an increase of 20%. Amtec has for the first time earned a cash profit of Rs.226 lakhs during the current financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31st March 2011 of the company and its subsidiaries together with the auditor's report thereon is enclosed. The statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies forms a part of the accounts. A summary of the key financials of the company's subsidiaries is also included in the Annual Report.

The consolidated results of the company and its subsidiaries show that a net profit after tax of Rs. 1,926 lakhs has been achieved during the financial year 2010-2011 as against a loss of Rs.2,376 lakhs in the previous financial year. This can be attributed to an improvement in the operations of AMTEC and greater controls established in the operations of UCAL Fuel Systems Limited.

The Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011 has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212(1) of the Art which requires the attaching of the balance sheet, profit & loss account and other documents of its subsidiary companies to its Annual Report. The Board in its meeting held on 27th May 2011 passed the necessary resolution for complying with all the conditions regarding the circulation of the Annual Report of the company without attaching all the documents of the subsidiary companies referred to in Section212(l) of the Act. Accordingly, the said documents are not being included in this Annual Report. The annual accounts, reports and other documents of the subsidiary companies will be available for inspection during business hours, by any shareholder of the company at the registered office of the company and also at the registered office of the concerned subsidiary. The annual accounts, reports and other documents of the subsidiary companies will be despatched to the shareholders upon receipt of a request from them.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that, In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31SI March 2011 and of the profit of the company for the year ended 31st March 2011;

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

The annual accounts have been prepared on a "going concern" basis.

FIXED DEPOSITS

The company has not accepted any fixed deposits from the public during the financial year 2010-2011 and there is no outstanding fixed deposit as on date.

PERSONNEL

Particulars of employees as required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 form a part of this report. In terms of section 219(l)(b)(iv) of the Companies Art 1956, the Annual Report and accounts are being sent to the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act 1956. Any shareholder interested in obtaining such statement may write to the Company Secretary at the registered office of the company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information required under Section 217( 1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) rules 1988, on energy conservation, technology absorption, foreign exchange earnings and outgo, is given in Annexure-A and forms an integral part of this report.

CORPORATE GOVERNANCE

The Company adheres to all the requirements of the code of corporate governance as stipulated in Clause 49 of the listing agreement with the stock exchanges as well as to the standards set by the Securities and Exchange Board of India. A Report on corporate governance along with certification of the Chairman and Managing Director & Chief Financial Officer is attached in Annexure-B. A certificate from the Auditors of the company regarding compliance of the conditions of corporate governance as stipulated by Clause 49 of the listing agreement is attached in Annexure-C. The Management Discussion & Analysis Report is attached in Annexure-D.

ACKNOWLEDGEMENT

The Board acknowledges with sincere gratitude the cooperation and assistance of all its stakeholders: - the customers, for their continued support, the bankers, for their understanding and timely financial support, the suppliers and vendors, for their continued association, the governmental agencies, for their assistance, the employees, for their commitment and more importantly the shareholders for continuously reposing their confidence in the company.

For and on behalf of the Board

Place : Chennai JAYAKAR KRISHNAMURTHY

Date : 27.08.2011 Chairman and Managing Director &

Chief Financial Officer

Mar 31, 2010

The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended 31st March 2010.

1. FINANCIAL HIGHLIGHTS

The performance of the Company for the year ended 31st March 2010 is presented below:

(Rs. in lakhs)

Particulars For the year ended % Change 31.03.2010 31.03.2009

Gross Revenue 42,613 34,216 25

Net Revenue (excluding Excise Duty) 39,366 30,026 31

Total Expenditure 33,239 25,626 30

Operating Income 6,127 4,400 39

Other Income 93 312 (70)

Profit before Interest, Tax & Depreciation 6,220 4,712 32

Interest 2,852 2,528 13

Deferred Revenue Expenses 418 156 168

Depreciation 2,376 1,848 29

Profit before Tax & Exceptional item 574 180 219

Tax Expense (189) 142 (233)

Profit after Tax / Net Profit 763 38 1,908

Prior period Adjustments (6) (34) (82)

Balance of profit brought forward from last year 6,199 5,920 5

Amount Available for Appropriations 6,956 5,924 17

Appropriations:

Transfer to General Reserve - - -

Dividend 221 - -

Tax on Dividend 37 - -

Balance Carried to Balance Sheet 6,698 5,924 11

Earnings per Share 4.23 0.27 1,467

2. DIVIDEND

The Board has recommended a dividend of 10% for the financial year 2009-10.

3. PERFORMANCE OF OPERATIONS

The sales turnover of the Company has increased during the year from Rs.300.26 Cr to Rs.393.66 Cr thus recording an overall growth of 31.1 % over the previous year. The turnover has increased as a result of robust revival of demand starting from the second quarter of the financial year 2009-10. As a result of increase in turnover coupled with control on costs, operating income has recorded a jump of 39%. Further, consequent to restructuring of loans, the interest cost has decreased from 8.42% of sales in 2008-09 to 7.24% of sales in 2009- 10. The depreciation is also higher due to additional investments in fixed assets necessitated by technological advancements. The net profit after tax for the year 2009-10 was higher at Rs.7.62 Cr as against Rs.0.38 Cr in 2008-09.

4. DIRECTORS

At the Board meeting held on 30th April 2010, Mr.S. Muthukrishnan stepped down as the Chairman of the Company and Mr.Jayakar Krishnamurthy, who was Vice Chairman and Managing Director assumed the Chairmanship of the Company. He was also appointed as Chief Financial Officer of the Company w.e.f. 30th April 2010. Mr. S. Muthukrishnan continues as a Director on the Board. The Board wishes to place on record its appreciation for the contribution made by Mr. S.Muthukrishnan during his tenure as Chairman of the Company.

As already reported in the last AGM, Mr.V.Narayanan and Mr.M.R.Sivaraman ceased to be Directors w.e.f. 29th September 2009. EXIM Bank nominated Mr.K.Muthukumaran as a Director on the Board of the Company w.e.f. 9th September 2009 in place of Mr Mukul Sarkar. The Board wishes to place on record its appreciation for the excellent services rendered by the outgoing Directors during their tenure.

In accordance with the Articles of Association of the Company, Mr.S.Natarajan and Dr.M.S.Ananth, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

5. AUDITORS

M/s. G Balu Associates, Chartered Accounts, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

6. PREFERENTIAL ALLOTMENT

During the year, with the approval of the shareholders and Securities and Exchange Board of India (SEBI), the paid up capital of the Company was increased from Rs. 13,89,60,000 to Rs. 22,11,36,250 by allotment of 82,17,625 Equity shares of Rs.10/- each at a premium of Rs. 26.35 per share, on a Preferential basis to the Promoters / Persons acting in concert group.

7. MERGER

Merger of UCAL Machine Tools Limited with UCAL Fuel Systems Limited Consequent to the Honable High Court of Madras approving the merger of UCAL Machine Tools Limited (UMTL) with UCAL Fuel Systems Limited (UFSL) effective from the appointed date i.e., 1.4.2009, vide its order dated 22nd June 2010 (received on 1st July 2010), UMTL stands merged with UFSL. Accordingly, the financial results of UCAL Fuel Systems Limited for the financial year 2009-10 are financial results of the merged entity.

8. SUBSIDIARY COMPANIES

Consequent to the merger of UMTL with UFSL, the Company now has two wholly owned subsidiaries.

UCAL Polymer Industries Limited has been functioning profitably and has declared a dividend of 10% for the financial year 2009-10. The Company is actively working to expand its customer base beyond UFSL.

Financial year 2009-10 has been a breakthrough year for Amtec Precision Products, Inc., USA. Amtec has avoided cash losses since October 2009 despite recession in the US economy. The infusion of funds into Amtec by the promoter / persons acting in concert group has greatly stabilized the operations of Amtec and has enabled it to sustain itself through the recession and achieve good results.

Statutory Requirements and Subsidiary Performance / Consolidated Financial Statements The statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies is attached to the accounts.

The Company has received exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching of the Balance Sheet, Profit and Loss Account and other documents of the subsidiaries for the year ended 31st March 2010. Accordingly the accounts of the subsidiaries have not been attached. These documents will be available for inspection by any member of the Company at the registered office and also at the registered office of the concerned subsidiary. The accounts of the subsidiary companies and detailed information will be made available to the members upon receipt of request from them. The summary of the key financials of the Companys subsidiaries is included in this Annual Report.

9. FIXED DEPOSITS

The Company has not accepted public deposits during the year. Old deposits aggregating Ã 64,000 remained outstanding as on 31st March 2010 as the matter is subjudice.

10. CORPORATE GOVERNANCE

The Company has complied with the requirements of the Code of Corporate Governance as stipulated by clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Chairman & Managing Director and Chief Financial Officer is attached in Annexure-C.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached in Annexure-D.

The Management Discussion and Analysis Report is attached in Annexure-E.

11. PERSONNEL

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is furnished in Annexure-B.

12. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that,

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Such accounting policies have been selected and applied consistently and the judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March 2010 profit of the Company for the year ended 31st March 2010;

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

d) The annual accounts have been prepared on a going concern basis.

13 . ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information on energy conservation, technology absorption, foreign exchange earnings and outgo are given in Annexure-A.

14. ACKNOWLEDGEMENT

The Board places on record its appreciation of all its stakeholders: - the Customers for their continued support, the Bankers for their understanding and timely financial support, the Suppliers and Vendors for their continued association, the Governmental Agencies for their assistance, the Employees for their commitment and more importantly the Shareholders for continuously reposing their confidence on the Company.

Annexure-a to the report of the directors

a. energy conservation measures undertaken and consequent savings

1. Installation of timer control in coolant pump and hydraulic pump

2. Implementation of Impregnation plant vacuum pump cooling water recycling

3. Auto off Controller provided for 25 HP Compressor thereby reducing the idle working of loads

4. Increase in the efficiency of the compressor by reduction of heat from the compressor room

b. energy conservation proposal

1. Introduction of energy efficient LED lamps in street lights and Compact Florescent Lamp (CFL) in Machine Shop

2. Introduction of Natural lighting pipe

3. Solid State Relay (SSR) to be tried out in the PDC furnaces to control the temperature optimally

4. Transvector nozzle to be tried out in the air jet and washing machine

5. Automatic On/Off control to be provided for Mercury vapour lamp in PDC

6. Providing of the auto cut off controller for hydraulic pump and cooling tower fan motor

7. Replacing of the mono block water pump with submersible pump

8. Conversion of the pneumatic cylinder to Hydro pneumatic cylinder

9. Optimizing the Heater Capacity in solenoid oven by changing flat type heater into U-type heater

10. Introduction of lighting energy saver for lighting load

11. Introduction of auto valve for incoming air line of the machine (Valve is Open when the Machine is Switch ON)

c. research and development

Specific areas in which r&d is carried out by the Company:

- Development of Carburetors and Secondary Air Valves for 2-Wheelers & 3-Wheelers

- Development of Oil Pump for Passenger Cars & Commercial Vehicles

- Development of Vacuum Pump for Diesel engine Passenger Cars

- Development of Water Pump for Petrol & Diesel engine applications

- Electronic Engine Management System for 2-Wheelers

- Electronic Exhaust Gast Recirculation (EGR) controller

- Computer Aided Engineering (CAE) focusing on developing the required theoretical, design, technologies and simulation capability as related to our product range and future technologies

- Focused Value Engineering and Value Analysis activities for standardization and cost reduction

Benefits derived out of R&D

- Capability to address market needs through Indigenous product development by way of faster turn around of products and its variants, support to the customer

> Offerings based on the current range of products to existing and new customers

> Development of new products to existing / new customers

- Development of Indigenous technology and building a technology repository

- Building knowledge capital within the organization

> We were successful in demonstrating our CAE capability for Oil Pump to General Motors

- Reduction in cost through Value Engineering / value Analysis

- Import substitution / alternate sourcing of critical parts completed as per plan

- Design guidelines have been documented for all our products to help the design activities

Future Plans

Developing new technologies which can be used for developing products for our existing customers as well as new customers such as:

- Electronic Throttle Valve for Gasoline engines

- 4 Stroke Port Injection system for 2-Wheelers

- Water Pump

- Develop a library of Vacuum Pump with higher capacity to meet future needs.

- Variable Flow Oil Pump

Expenditure on R&D

Particulars Rs. in Lakhs

Capital 20.69

Revenue 885.31

Total 906.00

% of turnover 2.31%

D. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

We have reached a technologically self reliant stage, as evidenced by the following:

- We are able to design products to the changing needs of the customers through our in-house R&D efforts. Example: 32mm throttle bore size carburetor for Pulsar 220 Motorcycle, so far largest in our range.

- Identification of suitable substitutes for materials and processes to meet ELV (End of Life Vehicle) requirement and to use Ethanol blended petrol as required by some of the customers / applications.

- Re-designing our products to meet the requirements of the customers. Example: Re-designing the Vacuum Pump to meet the reverse rotation requirement.

- Innovative features have been incorporated in the carburetor - Throttle Position Sensor, Solenoid operated starter for cold starting.

- We are able to develop products to meet the customer targets in terms of fuel economy, emission levels. Example: New models and the variants launched by our customers with our carburetors are meeting the Emission norms, effective from April 2010.

Benefits derived as a result of the above efforts

- The Company has been able to develop new products meeting the customer timelines and price targets.

- The Company has been able to expand into new domains like Pumps - Oil Pump, Vacuum Pump & Water Pump.

- The Company has been able to approach new customers with our offerings by demonstrating our design capabilities.

- Our R&D center continues to enjoy the recognition of Department of Scientific & Industrial Research (DSIR).

- Our R&D engineers have presented 6 papers in National and International conferences.

E. FOREIGN EXCHANGE EARNINGS AND OUTGO

The earnings of foreign exchange were on account of export of Carburetors, MPFI parts and Secondary Air Valves during the year. The foreign exchange outgo was mainly on account of components, capital goods, foreign travel, royalty and technical know-how fee. During the financial year ended 31st March 2010, the total FE Outgo was Rs. 5,581.37 Lakhs while the FE earned was Rs. 1,973.44 Lakhs resulting in a net FE outgo of Rs. 3,607.93 Lakhs.

For and on behalf of the Board

Place : Chennai

Date : 31.08.2010 JAYAKAR KRISHNAMURTHY

CHAIRMAN & MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

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Directors Report of UCAL Ltd.

2. COMPANY''S PERFORMANCE

3. DIVIDEND

4. TRANSFER TO GENERAL RESERVE

5. SHARE CAPITAL

6. MANAGEMENT DISCUSSION AND ANALYSIS

7. SUBSIDIARY COMPANIES AND CONSOLIDATEDFINANCIAL STATEMENTS

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

9. DECLARATION BY INDEPENDENT DIRECTORS

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

11. NUMBER OF BOARD MEETINGS HELD DURING THEFINANCIAL YEAR

12. BOARD COMMITTEES

14. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

14.1 Nomination and Remuneration policy

14.2 Corporate Social Responsibility (CSR) Policy

14.3 Whistle Blower Policy:

14.4 Risk Management Policy:

14.5 Sexual Harassment Policy:

14.6 Prevention of Insider Trading:

15. MEETING OF INDEPENDENT DIRECTORS

16. FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS

17. BOARD EVALUATION

18. AUDIT COMMITTEE AND AUDITORS

18.1 Audit Committee:

18.2 Statutory Auditors:

18.3 Secretarial Auditor:

18.4 Internal Auditors:

18.5 Cost Auditor:

19. DIRECTORS'' RESPONSIBILITY STATEMENT

22. FINANCE

23. CAPITAL EXPENDITURE (CAPEX)

24. LISTING OF EQUITY SHARES

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

27. PUBLIC DEPOSITS

28. ANNUAL RETURN

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

â¢ Transfer of Unclaimed Dividends to IEPF, duringthe year under review:

â¢ Details of the Nodal Officer

30. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI(LODR) REGULATIONS, 2015

31. INTERNAL CONTROL SYSTEMS AND ADEQUACY

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE, EARNINGS AND OUTGO

34. MATERIAL CHANGES AND COMMITMENTS

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES

36. CHANGE IN NATURE OF BUSINESS

39. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTSIN HUMAN RESOURCES

40. CORPORATE GOVERNANCE

41. STATEMENT ON COMPLIANCE TO APPLICABLESECRETARIAL STANDARD

42. ANNUAL GENERAL MEETING

44. ACKNOWLEDGEMENT

JAYAKAR KRISHNAMURTHY

2. COMPANY''S PERFORMANCE

3. DIVIDEND

4. TRANSFER TO GENERAL RESERVE

5. SHARE CAPITAL

6. MANAGEMENT DISCUSSION AND ANALYSIS

7. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

9. DECLARATION BY INDEPENDENT DIRECTORS

10. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

11. BOARD COMMITTEES

13. DETAILS OF POLICIES DEVELOPED BY THE COMPANY

13.1 Nomination and Remuneration policy

13.2 Corporate Social Responsibility (CSR) Policy

13.3 WHISTLE BLOWER POLICY

13.4 RISK MANAGEMENT POLICY:

13.5 SEXUAL HARASSMENT POLICY:

13.6 PREVENTION OF INSIDER TRADING

14. MEETING OF INDEPENDENT DIRECTORS

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

16 BOARD EVALUATION

17. AUDIT COMMITTEE AND AUDITORS

17.1 AUDIT COMMITTEE

17.2 STATUTORY AUDITORS

17.3 SECRETARIAL AUDITOR

17.4 INTERNAL AUDITORS

17.5 COST AUDITOR

18. DIRECTORS'' RESPONSIBILITY STATEMENT

20. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

22. PUBLIC DEPOSITS

7. SUBSIDIARY COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

11. NUMBER OF BOARD MEETINGS HELD DURING THE
FINANCIAL YEAR

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

â¢ Transfer of Unclaimed Dividends to IEPF, during
the year under review:

â¢ Details of the Nodal Officer

30. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI
(LODR) REGULATIONS, 2015

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE, EARNINGS AND OUTGO

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

39. I NDUSTRIAL RELATIONS / MATERIAL DEVELOPMENTS
IN HUMAN RESOURCES

41. STATEMENT ON COMPLIANCE TO APPLICABLE
SECRETARIAL STANDARD