The Board of Directors of Cords Cable Industries Limited (“the Company”) is pleased to present the Board’s Report
along with the audited financial statement for the financial year ended March 31,2025, and the reports of the Auditors
and the Directors thereon, in compliance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder.

The Financial summary and highlights (Amount in ' Lacs)

The State of the Company’s Affairs and Business
Performance

The primary source of revenue for your company stems
from the manufacturing and sale of high-quality
customized cables conforming to both Indian and
international specifications. This encompassing range
includes Control, Instrumentation, Power Cables (up to
3.3 kV), and custom-designed cables. The Company has
adeptly addressed the distinct needs of diverse industries,
including Power, Oil and Gas, Refineries, Steel,
Chemicals, Cement, Water Desalination, Metro Rail,
Airports, and various other sectors.

During the financial year under review, the total income
was ' 79,848.94 lacs as against ' 63,297.04 lacs in the
previous year. Your Company earned Profit Before
Interest, Tax and Depreciation of ' 5,335.22 lacs as
against a PBITDA of ' 4,653.49 lacs in the previous year.
The finance cost was ' 2,521.61 lacs as against
' 2,463.69 lacs in the previous year. The total
comprehensive income, comprising profit / loss and other
comprehensive income for the period is ' 1,453.92 lacs
as against a PAT of ' 1,003.43 lacs in the previous year.

During the financial year, your company obtained
approvals from prestigious domestic and global
customers in sectors such as renewable energy, solar
power, green hydrogen, hydrocarbon, water, and other
infrastructure projects. Additionally, CORDS® has
successfully exported cables to customers in the Middle
East, Australia, Europe, Italy and Africa and executed
large volume orders for overseas refineries and
petrochemical projects.

Further, with the grant of BIS licence for 1.9/3.3 kV Power
Cables and NABL accreditation for its test laboratory, the
Company has strengthened its position in Solar Power,
Hydrocarbon, and Power industries. CORDS® also
showcased its capabilities by participating in leading
national and international electrical exhibitions.

No material changes in the future prospects of these
business activities are expected due to the overall
economic scenario. The state of the company’s affairs is
detailed in the enclosed financial statement and summary
provided herein. Segment-wise reporting is not applicable
to the Company as revenues are generated from a single
segment.

During the year under review, no change took place in
the name, status, or in the financial year of your Company.
There was no transaction or event involving any
acquisition, merger, induction of financial or strategic
partners, and diversification by your company. The
company has not developed, acquired, or assigned any
material intellectual property rights during the financial
year under review. Further, there is no other material event
having an impact on the affairs of your Company.

Change in the Nature of Business

During the period under review, no change has occurred
in the nature of business carried out by your company,
as it has not commenced any new business or
discontinued or disposed-off any of its existing
businesses.

Material Changes and Commitments

No material changes and commitments, either external
or internal such as technical, legal, financial, strikes,
breakdown, and lockdown affecting the financial position
of the Company have occurred between the end of the
financial year to which the financial statement relates and
the date of signing of this Report.

Further, your Company has not revised any of its financial
statements or the Boards’ report in respect of the three
preceding financial years, either voluntarily or pursuant
to any order of a judicial authority.

Particulars of Subsidiaries, Joint Ventures and
Associate Companies

As on date of this report, your company does not have
any subsidiary, joint ventures, or associate companies.
Further, during the period under review, no company
became or ceased to be a subsidiary, joint venture, or an
associate company.

Change in Capital Structure

As of March 31,2025, the authorised share capital of the
Company is ' 1,710.00 lacs, divided into 1,35,00,000
equity shares of ' 10 each and 3,60,000 preference
shares of ' 100 each. The paid-up capital of the Company
as of March 31, 2025, is ' 1,292.78 lacs, divided into
1,29,27,780 equity shares of ' 10 each.

During the financial year under review, no change took
place in the authorised, issued, subscribed, and paid-up
share capital of the Company. Accordingly, the
disclosures relating to issue of shares, warrants,
convertible securities, equity shares with differential voting
rights, sweat equity shares, employees stock options, and
shares held in trust for the benefit of employees are not
applicable to your Company.

Borrowings and Credit Rating

Your company has not issued any debentures, bonds, or
any other non-convertible securities to borrow money. The
company has availed credit facilities from banks, financial
institutions, and/or other entities. The ratings assigned by
CareEdge Ratings (CARE Ratings Ltd.) to the credit
facilities of your company are summarized as follows:

Dividend and Other Corporate Actions

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Board of Directors has adopted
a Dividend Distribution Policy aimed at ensuring a fair,
sustainable, and consistent distribution of profits while
maintaining an appropriate level of profit retention. The
policy is available on the Company’s website under the
Corporate Governance section at:

https://www.cordscable.com/cordscable/media/policies/Dividend%20Distribution%20Policy.pdf

The Directors are pleased to recommend a dividend of
' 1 /- per share (i.e., 10%) on the Equity Shares of ' 10
each for the financial year ended March 31, 2025
(previous year: ' 1/- per share, i.e., 10%). If approved by
the Members at the ensuing Annual General Meeting
(“AGM”), the total dividend outflow for the year will amount
to ' 129.28 lacs (previous year: ' 129.28 lacs).

During the year ended March 31, 2025, no corporate
actions were undertaken other than the declaration of
dividends. There were no events relating to buy-back of
securities, mergers, demergers, listing or delisting of
securities, and split or consolidation of securities.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125 and other applicable provisions
of the Companies Act, 2013, read with the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”),
all the unpaid or unclaimed dividends are required to be
transferred to the IEPF established by the Central
Government, upon completion of seven years.

Furthermore, according to the IEPF Rules, the shares in
respect of which dividends have not been paid or claimed
by Shareholders for seven consecutive years, or more
are also required to be transferred to the Demat account
of IEPF Authority.

Your Company does not have any unpaid or unclaimed
dividends or shares relating thereto that require transfer
to the IEPF as of the date of this Report.

Transfers to Reserves

The Directors do not propose to transfer any amount to
any reserve or general reserve of the Company.

Particulars of Loans, Guarantees or Investment

The company has not granted any loans, guarantees, or
provided security, nor has it made any investments falling
within purview of section 186 of the Companies Act, 2013.
The particulars of investments under Section 186 of the
Companies Act, 2013, are annexed herewith as
‘Annexure-1’.

Particulars of Contracts, Arrangements and
Transactions with the Related Parties

The Company has a Policy on Related-Party T ransactions
in place, in line with the Act and the SEBI Listing
Regulations. This policy is also available on the
Company’s website at

https://cordscable.com/cordscable/media/policies/RPT%20Policy 27.05.2025.pdf

As per the SEBI Listing Regulations, if any Related Party
Transactions (‘RPTs’) exceeds ' 1,000 crore or 10% of
the annual consolidated turnover as per the last audited
financial statement, whichever is lower, would be
considered material and would require Members’
approval. No material related-party transactions were
entered into during the financial year by the Company. In
terms of Regulation 23 of SEBI Listing Regulations, the
company submits details of RPTs as per the prescribed
format to the stock exchanges on half-yearly basis.

All the related-party transactions entered into during the
financial year were on arm’s length basis, in the ordinary
course of business, and were in compliance with the
applicable provisions of the Act and the SEBI Listing
Regulations. As per Section 188(2) of the Act, every
contract or arrangement entered into with the related
parties is required to be disclosed in this report.
Accordingly, the particulars of related party transactions
entered by the Company with such related parties during
the financial year under review are disclosed in form No.
AOC-2 and attached with this report as ‘Annexure-2’.

Further, the related party transactions attracting the
compliance under Section 177 of the Companies Act,
2013 and/or SEBI Listing Regulations were placed before
the Audit Committee on quarterly basis for necessary

approval/review. Also, a statement of all related party
transactions entered into was presented before the Audit
Committee on quarterly basis, specifying the nature,
value, and any other related terms and conditions of the
transactions. During the year under review, there were
no materially significant related party transactions entered
into by your Company with the Promoters, Directors, Key
Managerial Personnel or other Senior Management
Personnel, which might have potential conflict with the
interest of the Company at large.

The details of related party transactions during the year,
including transactions with persons or entities belonging
to the promoter or promoter group holding 10% or more
shareholding in the Company as required under Schedule
V, Part A (2A) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, have been disclosed in the
accompanying financial statement at Note No. 31 (B) (II)(D).

Particulars of Director and Key Managerial Personnel
and Changes

The Particulars of appointment of the Directors and Key
Managerial Personnel of the Company during the financial
year under review and after the end of the year and up to
the date of this report are annexed herewith as
Annexure-3’.

Furthermore, no Director resigned during the financial
year 2024-25 or after the end of the year and up to the
date of this Report.

Statement and Declaration in respect of Independent
Directors

The Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as laid down under Section
149(6) of the Companies Act, 2013, read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, and Regulation 16 of SEBI (Listing
Obligation and Disclosure Requirements), Regulations,
2015.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors of the Company
have confirmed that they are not aware of any
circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to
discharge their duties with an objective independent
judgement and without any external influence.

The Board of Directors of the Company has taken on
record the aforesaid declarations and confirmations
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion
of the Board, all the Independent Directors fulfil the
conditions of independence as specified in the Act and
the Rules made thereunder and are independent of the
management. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

The Board is of the opinion that the Independent Directors
of the Company possess the requisite qualifications,
experience, and expertise in the fields of science and
technology, industry experience, strategy, sales,
marketing, finance and governance, information
technology and digitalization, human resources, safety,
and sustainability and that they uphold the highest
standards of integrity.

The Independent Directors have also confirmed that they
have complied with the Company’s Code of Conduct for
Independent Directors as prescribed in Schedule IV to
the Companies Act, 2013. The Certificate of
Independence received from all the Independent Directors
has been duly noted by the Board at its meeting held on
May 27, 2025.

A statement of the Board of Directors with regard to
integrity, expertise, and experience of Independent
Directors appointed during the financial year 2024-25 is
annexed herewith as ‘Annexure-4’.

Meeting of Independent Directors

The Independent Directors met once during the financial
year under review on February 10, 2025, pursuant to
Regulation 25 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and Schedule IV to the Companies
Act, 2013, inter-alia, to discuss:

• Evaluation of performance of Non-Independent
Directors and the Board of Directors as a whole;

• Evaluation of performance of the Chairman of the
Company, taking into account views of Executive and
Non-Executive Directors;

• Evaluation of the quality, content, and timelines of
flow of information between the Management and the
Board that is necessary for the Board to effectively
and reasonably perform its duties.

The meeting of the Independent Directors was conducted
without the presence of the Chairman, Managing Director,
Non-Executive Directors, Chief Financial Officer, and the
Company Secretary and Compliance Officer of the
Company.

Familiarization Program for Independent Directors

The Independent Directors attend a familiarization and
orientation program on being inducted into the Board. The
details of familiarization and orientation program are
provided in the Corporate Governance Report and are
also available on the Company’s website at
https://coidscable.com/cordscable/media/Dolicies/Reg%2046%20 familiaiisalbn%20piogramme 24-25.pdf

Nomination and Remuneration Committee, Policy on
Appointment of Directors

The Nomination and Remuneration Committee (“NRC”)
is responsible for developing competency requirements
for the Board based on the industry and strategy of the

Company. The Board composition analysis reflects in¬
depth understanding of the Company, including its
strategies, environment, operations, financial condition,
and compliance requirements.

The NRC conducts a gap analysis to refresh the Board
on a periodic basis, including each time a Director’s
appointment or re-appointment is required. The
Committee is also responsible for reviewing the profiles
of potential candidates vis-a-vis the required
competencies and meeting potential candidates, prior to
making recommendations of their nomination to the
Board. At the time of appointment, a specific requirement
for the position including expert knowledge expected is
communicated to the appointee.

During the year under review, the Board has also reviewed
the list of core skills, expertise, and competencies of the
Board of Directors as are required in the context of the
businesses and sectors applicable to the Company, which
were mapped with each of the Directors on the Board.
The same is disclosed in the Corporate Governance
Report forming part of the Annual Report

Criteria for Determining Qualifications, Positive
Attributes, and Independence of a Director

The NRC has formulated the criteria for determining
qualifications, positive attributes, and independence of
directors in terms of provisions of Section 178(3) of the
Act and Regulation 19, read with Part D of Schedule II of
the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a
Director will be considered an ‘Independent Director’ if
(s)he meets the criteria for Independence as laid down in
the Act and Rules framed thereunder, as amended, and
Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process
is in place that encourages diversity of thought,
experience, knowledge, perspective, age, and gender. It
is also ensured that the Board has an appropriate blend
of functional and industry expertise. While recommending
the appointment of a Director, the NRC considers the
manner in which the function and domain expertise of
the individual will contribute to the overall skill-domain
mix of the Board.

Positive Attributes: In addition to the duties as prescribed
under the Act, the Directors on the Board of the Company
are also expected to demonstrate high standards of ethical
behaviour, strong interpersonal and communication skills,
and soundness of judgement. Independent Directors are
also expected to abide by the ‘Code for Independent
Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy and Remuneration of Directors
and Key Managerial Personnel

On the recommendation of the NRC, the Board has
adopted and framed a Remuneration Policy for the
Directors, Key Managerial Personnel, and other

employees pursuant to the provisions of the Act and the
Listing Regulations. The remuneration determined for
Executive Directors is subject to the recommendation of
the Nomination and Remuneration Committee and
approval of the Board of Directors and Shareholders
(wherever applicable). The Executive Directors are not
paid sitting fees; the Independent Directors are entitled
to sitting fees for attending the Board Meetings.

It is affirmed that the remuneration paid to Directors, Key
Managerial Personnel, and all other employees is in
accordance with the Remuneration Policy of the
Company. The Remuneration Policy of your Company
can be viewed at the following link:
http://www.cordscable.com/coidscable/media/policiesyNomination%20and%20Remuneration%20Policy.pdf

The particulars regarding remuneration of the Directors
and Key Managerial Personnel, along with details of the
ratio of remuneration of each Director to the median
remuneration of employees of the Company for the
financial year under review, is given in ‘Annexure-5’.

A statement containing particulars of the top ten
employees and the employees drawing remuneration in
excess of limits prescribed under Section 197(12) of the
Act, read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given in ‘Annexure-5’.

In terms of proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the shareholders including
the aforesaid Annexure. The aforesaid Statement is also
open for inspection at the Registered Office of the
Company up to the date of the ensuing Annual General
Meeting. Any member interested in obtaining a copy of
the same may write to the Company Secretary.

Neither the Managing Director nor the Whole-time Director
of your Company receives any remuneration or
commission from any of its subsidiaries as there was no
such subsidiary company during the period under review.

Details of Board Meetings and Constitution of Various
Committees

The Board of Directors of your Company had already
constituted various Committees in compliance with the
provisions of the Companies Act, 2013, and SEBI Listing
Regulations, namely the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship
Committee, Committee of Directors, and Corporate Social
Responsibility Committee.

All decisions pertaining to the constitution of Committees,
appointment of members, and fixing of terms of reference
and the role of the committees are taken by the Board of
Directors.

Details of the role and composition of these committees,
including the numbers of meetings held during the
financial year and attendance at meetings, are provided
in the Corporate Governance Section, annexed as
Annexure - 6

Listing and Dematerialization of Securities and the
Status of Listing Fee

The shares of the Company are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The listing fee for the year 2024-25 has already
been paid to the stock exchanges. The equity shares are
available for dematerialization through National Securities
Depository Limited and Central Depository Services
(India) Limited, and ISIN assigned to the equity shares is
INE792I0101 7.

Corporate Governance

The Governance, Corporate Secretarial, and Legal
functions of the Company ensure maintenance of good
governance within the organization. The existence of good
corporate governance is essential for the businesses to
function smoothly, ensuring compliant at all times and
providing strategic business partnership in the areas
including legal expertise, corporate restructuring,
regulatory changes, and governance.

As required by Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), a detailed report on Corporate Governance
together with the Auditor’s Certificate on its compliance
forms part of the Annual Report as ‘Annexure-6’.

A certificate issued by M/s Gupta Gulshan & Associates,
Company Secretaries, regarding compliance with the
conditions of Corporate Governance as stipulated in
Regulation 34(3) and Schedule V of SeBi (Listing
Obligation and Disclosure Requirements), 2015, has been
obtained and is annexed at the end of Corporate
Governance Report in the aforesaid annexure.

Also, a declaration signed by the Managing Director
stating that the members of the Board of Directors, and
senior management personnel have affirmed the
compliance with code of conduct of the Board of Directors
and Senior Management forms part of this report. The
code can be viewed at the following link:

http://www.cordscable.com/cordscable/Code%20of%20Conduct%20for%20the%20Directors%20and%20Senior%20Manaqement%20Team.pdf

Managing Director and Chief Financial Officer
Certification

The Managing Director and the Chief Financial Officer of
the Company have given a certificate to the Board as
contemplated under Regulation 17(8) of SEBI (Listing
Obligation and Disclosure Requirements), 2015. The
certificate is annexed with this report as ‘Annexure-7’.

Management Discussion and Analysis

The Management Discussion and Analysis and the
Business Responsibility Report, as required under the
SEBI Listing Regulations, form part of this report as
Annexure-8’.

Insider Trading Code

The company has adopted an ‘Internal Code of Conduct
for Regulating, Monitoring, and Reporting of Trades by
Designated Persons’ (“the Code”) in accordance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015
(The PIT Regulations). The Code is applicable to
Promoters, Members of Promoter Group, all Directors,
and such Designated Employees who are expected to
have access to unpublished price-sensitive information
relating to the Company. The Company Secretary is the
Compliance Officer for monitoring adherence to the said
PIT Regulations. The company has also formulated ‘The
Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI)’ in
compliance with the PIT Regulations. All Board of
Directors and the designated persons have confirmed
compliance with the Code. This Code is displayed on
company’s website:

http://www.cordscable.com/cordscable/media/policies/Insider%20Trading%20Policv %2024.05.24.pdf

Electronic Filling

The company is also periodically uploading Annual
Reports, Financial Results, Shareholding Patterns, etc.,
on its website: www.cordscable.com within the prescribed
time limit.

Formal Annual Evaluation by the Board of Its Own
Performance and That of Its Committees

The Board has carried out an annual evaluation of its
own performance, performance of the Directors, and the
evaluation of the working of its committees. The NRC
has defined the evaluation criteria, procedure, and time
schedule for the Performance Evaluation process for the
Board, its Committees, and Directors.

The performance of the Board and individual Directors
was evaluated by the Board after seeking inputs from all
the Directors. The performance of the Committees was
evaluated by the Board after seeking inputs from the
Committee Members.

The criteria for performance evaluation of the Board
included aspects such as Board composition and
structure, effectiveness of Board processes, contribution
to the long-term strategic planning, etc. The criteria for
performance evaluation of the Committees included
aspects such as structure and composition of
Committees, effectiveness of Committee Meetings, and
participation of individual director in deliberations among
other attributes in such meetings.

The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017. The Board
of Directors has expressed its satisfaction with the
evaluation process.

Directors’ Responsibility Statement

The Board of Directors acknowledges the responsibility
for ensuring compliance with the provisions of Section
134(3)(c) read with Section 134(5) of the Companies Act,
2013, in the preparation of the annual accounts.
Accordingly, the Directors of your Company make the
following statements in terms of Section 134 of the
Companies Act, 2013, to the best of their knowledge and
belief, and according to the information and explanations
obtained by them:

a) In the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards (IndAS) have been followed, and there are
no material departures.

b) The Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
your company at the end of the financial year on
March 31,2025, and of the profit of the company for
the period ended on that date.

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

d) The directors had prepared the annual accounts for
the year ended on March 31, 2025, on a going
concern basis.

e) The directors had laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and are operating
effectively; and

f) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Internal Financial Control Systems and Their
Adequacy

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, and
secretarial auditors and external consultants, and the
reviews performed by management and the relevant
board committees, including the Audit Committee, the
Board is of the opinion that Company’s internal financial
controls were adequate and effective during the financial
year under review. The Directors review the financial
control systems from time to time and adequate steps
are taken to strengthen such systems. Details regarding
internal financial controls and their adequacy are also
included in the Management Discussion and Analysis.

Audit Committee and Its Recommendations

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, read with Rule 6 of the Companies
(Meetings of the Board and its Powers) Rules, 2014, and
Regulation 18 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the details
pertaining to the composition of the Audit Committee are
included in the Corporate Governance Report, which
forms part of this Annual Report. All recommendations of
the Audit Committee have been accepted by the Board;
hence, there is no requirement to disclose reasons for
not accepting any such recommendations.

Vigil Mechanism and Whistle Blower Policy

The Company has established a vigil mechanism by
adopting a Whistle Blower Policy for stakeholders,
including Directors and employees of the Company and
their representative bodies, to report genuine concerns
in the prescribed manner, enabling them to freely
communicate their concerns and grievances about illegal
or unethical practices in the Company, actual or
suspected fraud or violation of the Company’s Code or
Policies.

The vigil mechanism is overseen by the Audit Committee
and provides adequate safeguards against victimization
of stakeholders who use such mechanism. It provides a
mechanism for stakeholders to approach the Chairman
of the Audit Committee or the Chairman of the Company.

During the year, no person was denied access to the
Chairman of the Audit Committee or to the Chairman of
the Company. The Whistle Blower Policy of the Company
is available at web link

http://www.cordscable.com/cordscable/media/policies/Whistle%20Blower%20Policy.pdf

Appointment of Statutory Auditors, Audit Report and
Reporting of Frauds

The members at the 30^th Annual General Meeting of the
Company approved the re-appointment of M/s Alok Misra
& Co., Chartered Accountants (FRN 018734N), as the
Statutory Auditors of the Company to hold office for a
second term of five years, i.e., from the conclusion of the
30^th Annual General Meeting and until the conclusion of
35^th Annual General Meeting.

The Statutory Auditors, M/s Alok Misra & Co., Chartered
Accountants, have submitted a certificate confirming their
eligibility under Section 139 of the Act and that they meet
the criteria for appointment specified in Section 141 of
the Act. Further, the Company has also received a
declaration from the Auditors that they are not disqualified
for such appointment/reappointment under the said Act.

The Auditor’s Report is annexed with the financial
statements for the financial year under review. The
Auditor’s Report does not contain any qualifications,
reservations, adverse remarks, or disclaimers; hence, no

explanation or comments from the Board are required in
this regard. The observations of the Statutory Auditors in
their report should be read with the relevant notes to
accounts and are self-explanatory, requiring no further
comments.

The auditors of your Company have not reported any fraud
during the financial year under review as there were no
such instances of fraud reported by the Statutory Auditors
under Section 143(12) of the Act and Rules framed
thereunder, either to the Company or to the Central
Government.

Appointment of Secretarial Auditors, Secretarial
Standards, Secretarial Audit Report and Annual
Secretarial Compliance Report

The company has complied with the applicable Secretarial
Standards. The Directors have devised proper systems
and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, and that such systems
were adequate and operating effectively.

In terms of Section 204 of the Companies Act, 2013 and
in compliance with Regulation 24A of the SEBI Listing
Regulations and Section 204 of the Act, the Board at its
meeting held on May 27, 2025, based on recommendation
of the Audit Committee, has approved the appointment
of M/s Gupta Gulshan & Associates, Company
Secretaries, as Secretarial Auditors of the Company for
a term of five consecutive years commencing from FY
2025-26 till FY 2029-30, (subject to approval of the
Members at the ensuing AGM) at such remuneration as
may be determined by the Board of Directors of the
Company (including its Committees thereof), from time
to time, in consultation with the Secretarial Auditors for
each Financial Year.

A copy of the Secretarial Audit Report submitted by M/s
Gupta Gulshan & Associates, Company Secretaries is
annexed herewith as ‘Annexure-9’.

The Annual Secretarial Compliance Report for the
financial year under review, also obtained from M/s Gupta
Gulshan & Associates, Company Secretaries and
submitted to stock exchanges i.e. BSE and NSE within
stipulated time period, is annexed herewith as ‘Annexure-
10’.

The aforesaid reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers; therefore,
the Board is not required to provide further comments
thereon.

Cost Records, Appointment of Cost Auditors and Cost
Audit Report

In accordance with Section 148 of the Companies Act,
2013, read with The Companies (Cost Records and Audit)
Rules, 2014, the Company maintains accounts and
records related to manufacturing activities and has them
duly audited.

The Cost Audit Report for the previous financial year
2023-24, issued by M/s S Chander & Associates, Cost
Accountants, was submitted to the Ministry of Corporate
Affairs on August 24, 2024. The Cost Audit for the financial
year 2024-25 is currently underway, and the report will
be submitted to the Ministry of Corporate Affairs upon
completion of the audit by M/s S Chander & Associates,
Cost Accountants, who have been appointed as the Cost
Auditors for the said financial year.

The Board has approved the appointment of M/s S
Chander & Associates, Cost Accountants (Firm
Registration No. 100105), as Cost Auditors for the
financial year 2025-26, subject to ratification of
remuneration by the shareholders at the ensuing Annual
General Meeting.

Corporate Social Responsibility (CSR)

In terms of the provisions of section 135 of the Companies
Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors
has constituted a Corporate Social Responsibility (“CSR”)
Committee. The CSR policy, is available on the
Company’s website:

http://www.cordscable.com/cordscable/media/policies/CSR%20Policy.pdf

The Company, in every financial year, in line with the
Companies Act, 2013, pledges to spend a minimum two
percent of the average net profits made during the three
immediately preceding financial years towards CSR
initiatives.

During the year, Company’s CSR focus has remained on
improving academic performance of students by providing
quality education for which company had spent amount
for distribution of school uniform, blazer/sweater, shoes
among students of special school for hearing impaired.

Under CSR initiative, company had also collaborated with
ISKCON as religious and charitable institution who runs
“Anna se Atma ki Sewa’’ project (A Project to Combat
Malnutrition and Support the Needy) to provide free,
nutritious meals to those most in need, including residents
of slums, homeless individuals, elderly citizens, low
income families, people with disabilities, and others
suffering from food insecurity. This initiative aims to
alleviate malnutrition.

Further, company had whole hearted deposited fund in
PM CARES Fund and also support programmes for
women empowerment through Udayan Cares developed
Skill Centers in Greater NOIDA, to train underprivileged
women in different skills to enable them to generate
income to become economically independent and offer a
gamut of courses ranging from stitching, beauty therapy,
enamel products, pottery and paper craft to computer-
aided pattern making and graphic designing, designed
to empower underserved women and lead them to
livelihood and financial independence.

In terms of section 135 and Schedule VII of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors have constituted a Corporate Social
Responsibility Committee. For details of the committee
constitution of the CSR, please refer to the corporate
governance report, which forms part of this Annual Report.

The particulars regarding composition of CSR committee
and other disclosures required in pursuance of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 are given in ‘Annexure-11’.

Annual Return of the Company

The Annual Return of the Company shall be placed on its
website as required under Section 92(3) of the Companies
Act, 2013. The Annual Return can be accessed at
https://www.cordscable.com/cordscable/Annual%20Return%2023-24%20edit.pdf

Conservations of Energy

The Company, for energy requirements, is primarily
dependent on the power supply by the electricity
distribution companies and has power back up facilities
to meet the requirement, and all of which may also include
the electricity generated through alternate sources of
energy. The Company follows a policy of using energy-
efficient machinery, equipment, and appliances. The old
machineries are replaced with new energy-efficient
machines from the time to time to conserve energy,
resulting in savings on that count. The particulars relating
to conservation of energy, as required to be disclosed
under Section 134 (3) (m) of the Companies Act, 2013,
read with Companies (Accounts) Rules, 2014 are
provided as Annexure-12’.

Technology Absorption

The activities of the company do not directly involve any
advanced technology except for routine business and
official purposes. Therefore, the details regarding efforts
made toward technology absorption and the benefits
derived therefrom are not applicable. Further, the
Company has not imported any technology during the
last three years from the beginning of the financial year
under review. The particulars relating to technology
absorption, required to be disclosed under Section
134(3)(m) of the Companies Act, 2013, read with
Companies (Accounts) Rules, 2014, are provided as
Annexure-13’.

Foreign Exchange Earnings and Outgo

During the year under review, Company’s products were
exported to other countries, earning foreign exchange.
The Company also participated in international
exhibitions, seminars, and conferences, to promote of its
products. Efforts shall continue to expand the
geographical reach on export market to maximize foreign
exchange inflow and to minimize the foreign exchange
outflow.

The Company earned ' 2,028.52 lacs (previous year:
' 1,753.60 lacs) in foreign exchange in terms of actual
inflows and spent an amount of ' 14.13 lacs (previous
year: ' 497.24 lacs) in foreign exchange outgo in terms
of actual outflows during the financial year under review.

Risk Management Policy

Risk Management Policy commensurate with its size and
nature of business is developed and implemented by the
company and discussed by the Board from time to time
while it reviews the business operations. Policy is primarily
developed with a view to identify and mitigate risks that
could threaten the existence of the company. The policy
provides a reasonable assurance in respect of providing
financial and operational risk in respect of business of
the company, complying with applicable statutes and
safeguarding of assets of the company.

The Board believes that no significant risk threatens the
Company’s existence as of the date of this report, nor
does it foresee any potential risks in the near future. The
Audit Committee provides additional oversight on financial
controls.

A brief about the risks and concern is also given in the
Management Discussion and Analysis Report.

Detail of Orders Passed by Regulators, Courts, or
Tribunals

During the period under review, no material orders have
been passed by any regulator, court, tribunal that would
impact the Company’s going concern status or future
operations, except to the extent as may be mentioned in
the notes to accounts attached to the financial statements
forming part of the Annual Report.

Details of Applications Under Insolvency and
Bankruptcy Code, 2016

During the period under review, no application was filed
against the Company under the Insolvency and
Bankruptcy Code, 2016, for default in payment of debt.
Consequently, status of such application and other
disclosures in this regard are not applicable to your
Company.

Particulars about Valuation in Case of One-Time
Settlement

During the financial year under review, the company did
not enter into one-time settlement with banks or financial
institutions in respect of loans availed by the Company.
Therefore, the reasons and other disclosures regarding
differences 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
are not applicable.

Human Resources and Compliances

The Company recognizes that its employees are its most
valuable asset and remains committed to fostering a work
environment that promotes diversity, equity, inclusivity,
and mutual respect. During the financial year under
review, the Company continued to invest in employee
training, performance development, and welfare initiatives
to enhance productivity and employee satisfaction. The
number of employees as at the end of the financial year
are as follow:

The Company is an equal opportunity employer and does
not discriminate on the basis of gender, caste, religion,
disability, or sexual orientation. The Company remains
committed to supporting the well-being of its employees
and ensuring a safe and inclusive workplace for all.

The industrial relations during the year remained cordial,
and the Company acknowledges the contribution of its
employees towards its overall performance and growth.
The Company ensures adherence to statutory obligations
ensuring compliance with all applicable provisions of
labour and employment laws.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, and the rules made
thereunder. All eligible women employees were extended
the applicable maternity benefits, including paid leave,
nursing breaks, and other entitlements as prescribed
under the Act.

Disclosure regarding the Sexual Harassment of
Women at Workplace

The Company is committed to providing a safe, respectful,
and inclusive workplace for all women employees. It
strives to maintain a work environment that is free from
discrimination, intimidation, and any form of harassment,
including sexual harassment.

In compliance with the provisions of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
adopted a comprehensive Anti-Sexual Harassment Policy
(POSH Policy). An Internal Complaints Committee (ICC)
has been duly constituted to inquire into complaints
received either directly or through the Government of
India's She-Box platform and take action in accordance
with the law. The policy is available at Company's website:
http://www.cordscable.com/cordscable/Policv%20on%20PQSH%20Act.pdf.

The particulars of the complaints received and disposed
of during the financial year are as follows:

The Company remains committed to providing a safe,
inclusive, and respectful workplace for all its employees.
Regular training and awareness programs on gender
sensitization, workplace conduct, and the POSH policy
are conducted across locations.

ISO Certificates and other recognitions

Your Company is awarded the globally recognized and
prestigious ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 certifications. Additionally, it holds BIS 7098
and BIS 1554 certifications for both Kahrani Plant and
Chopanki Plant, and BIS 694 for Kahrani Plant, reflecting
its adherence to international standards in Quality,
Environmental, Occupational Health, and Safety
Management Systems.

Green Initiative in Corporate Governance

In line with the Ministry of Corporate Affairs' Green
Initiative in Corporate Governance, vide its circular no.
17/2011 dated 21.04.2011, your Company has adopted
sustainability initiatives with the aim of going green and
minimizing its impact on the environment. While all
Shareholders are encouraged to opt for electronic
communication to support these efforts, your Company
sincerely appreciates Shareholders who have already
contributed towards furtherance of this Green Initiative.
Electronic copies of the Annual Report for the financial
year 2024-25 along with the notice of 34th Annual General
Meeting will be sent to members with email addresses
registered with the Company/Depository participants.
Physical copies shall be dispatched, upon request to
Company Secretary. The Company also offers e-voting
facility to all members to enable them to cast their votes
electronically on all resolutions set forth in the notice. This
is pursuant to section 108 of Companies Act, 2013 and
Companies (Management and Administration) Rules,
2014. The instructions for e-voting are provided in the
Notice. The Company is also periodically uploading
Annual Reports, Financial Results, and Shareholding
Pattern, etc., on its website: www.cordscable.com within
the prescribed time limit.

Appreciation

The Board of Directors places on record its sincere
appreciation for the dedication, hard work, and
commitment of all employees, professionals, and
individuals associated with the Company at all levels
during the year under review. Their continued efforts have
been integral to the Company's sustained performance
and operational excellence.

The Board also extends its deep gratitude to the
Company's suppliers, distribution stockists, retailers,
business partners, consultants, and other stakeholders
for their unwavering support, cooperation, and trust, which
have been instrumental in driving the Company's growth
and success.

The Board acknowledges and values the confidence
reposed by the shareholders and looks forward to their
continued support in the years to come.

By Order of Board
For Cords Cable Industries Limited

Naveen Sawhney Pawan Kumar Maheswari
Managing Director Whole Time Director

DIN: 00893704 DIN: 10238911

Place: New Delhi
Date: July 31,2025