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You can view full text of the latest Director's Report for the company.

BSE: 500144ISIN: INE235A01022INDUSTRY: Cables - Power/Others

BSE   ` 785.70   Open: 799.00   Today's Range 783.90
799.00
-5.00 ( -0.64 %) Prev Close: 790.70 52 Week Range 720.05
1343.25
Year End :2025-03 

Your Board of Directors have pleasure in presenting the 57th Annual Report and Audited Accounts of the Company for the
Financial Year ended on 31st March, 2025.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

INCOME

Revenue From Operations (Net)

5,318.9

5,014.4

5,318.9

5,014.4

Other Income

247.7

218.0

197.4

175.3

Total

5,566.6

5,232.4

5,516.3

5,189.7

EXPENDITURE

Material Costs

4,292.1

3,948.3

4,292.1

3,948.3

Employee Benefit Expenses

184.6

177.3

184.6

177.3

Finance Costs

1.7

2.0

1.7

2.0

Depreciation, Amortization and impairment

46.6

43.9

46.6

43.9

Other Expenses

328.0

308.1

300.9

300.5

Total

4,853.0

4,479.6

4,825.9

4,472.0

Profit Before Tax

713.6

752.8

690.4

717.7

Share of Net Profits of an Associate and Joint Ventures
accounted for using equity Method

232.0

146.1

Profit Before Tax

713.6

752.8

922.4

863.8

Tax Expenses:

Current Tax

141.8

158.0

141.8

158.0

Deferred Tax

27.4

23.2

79.9

54.1

Total Tax

169.2

181.2

221.7

212.1

Profit After Tax

544.4

571.6

700.7

651.7

Total Other Comprehensive Income/(Expenses) For the year

-28.8

31.7

-29.0

30.9

Total Comprehensive Income for the year

,-1

515.6

603.3

671.7

682.6

ECONOMIC REVIEW
Global Economy

The global economy in FY 2024-25 exhibited modest

resilience amidst persistent challenges. While geopolitical
tensions, inflationary pressures, and monetary policy
tightening in major economies continued to create volatility,
a gradual stabilization was observed in supply chains and
commodity markets. The International Monetary Fund (IMF)
estimates global GDP growth at around 3.2%, marginally
higher than the previous year, reflecting slow but steady
progress across advanced and emerging markets.

Developed economies, particularly the United States and
parts of Europe, maintained cautious optimism as inflation
gradually moderated, prompting central banks to adopt a

more balanced policy stance. Meanwhile, China and other
Asian economies saw recovery momentum supported by
policy easing and stronger domestic demand, although
structural challenges persisted.

The broader global economic environment remained
supportive of trade and manufacturing, albeit at a restrained
pace. For companies operating in consumer-driven sectors
and manufacturing such as Finolex Cables Ltd staying agile
and adapting to demand shifts became key to navigating
uncertainties in global trade and capital flows.

Commodity Volatility: Crude oil and metal prices fluctuated
due to supply-chain adjustments and geopolitical tensions,
impacting input costs.

Technology & Sustainability: Accelerated adoption of AI,
renewable energy, and smart infrastructure drove demand
for advanced electrical and digital solutions.

Supply Chain Resilience: Diversification away from
concentrated manufacturing hubs continued, benefiting

agile players like India.

Indian Economy

India remained one of the standout performers among
major global economies in FY 2024-25, with GDP growth
estimated in the range of 6.8% to 7.0%. The momentum was
supported by strong urban and rural consumption, robust

infrastructure development, healthy tax collections, and
buoyant private investment.

Government initiatives such as "Make in India," PLI schemes,
and thrust on digitization and urban development continued
to boost industrial activity and improve the ease of doing
business. Infrastructure programs such as smart city projects,

renewable energy expansion, and electrification of rural and
semi-urban regions generated strong demand for wires,
cables, and other electrical products.

• The steady growth in the housing sector, increased focus

on safety and energy efficiency, and rising disposable
incomes accelerated the shift towards organized,
branded, and aesthetically designed products.
Rising investments in smart cities, EV infrastructure,

and renewable energy projects spurred demand for
cables, wiring, and smart devices.

• Regulatory Support: Policies like the National
Infrastructure Pipeline (NIP) and housing schemes
(PMAY) bolstered the construction and electrical

goods sectors.

This macroeconomic environment complemented Finolex

Cables Ltd.'s strategy of expanding its electrical and home
appliances portfolio and introducing technologically
advanced products like smart switches and smart door locks.

With its deep distribution network, strong brand equity,
and focus on quality and innovation, Finolex Cables
Ltd. is well-positioned to benefit from India's upward
economic trajectory and evolving consumer preferences in
the years to come.

Performance of the Company

During the financial year 2024-25, Finolex Cables Ltd.
registered a total revenue of '5,318.9 Crore, as against
'5,014.4 Crore in the previous year, reflecting a year-on-year
growth of 6% in value terms. During the year commodity

prices were volatile leading several selling price correction in

certain caterories(fibre).Also impaired overall topline growth.

Notable initiatives such as enhanced capital expenditure,
the Production-Linked Incentive (PLI) schemes, Atmanirbhar

Bharat Abhiyan, and digital infrastructure development
created a favorable business environment. These structural
reforms bolstered domestic manufacturing and spurred
increased activity across key sectors such as Real Estate,
Automobile, and Communications resulting in improved
demand for the Company's offerings.

The segment-wise revenue growth was:

Electrical Cables by 6.6%,

Communication Cables marginal degrowth in financial

year due to sharp reflection in fibre price and overall
delayed projects.

Other products segment registered a growth of 13.7%.

For more details, please refer to the Management Discussion
and Analysis (MDA), forming part of this Report in
“Annexure
A - I"
, inter-alia, which deals adequately with the operations
as well as the current and future outlook of the Company.

Exports

Exports during the year stood at ' 30.7 crore as compared to
'35.3 crore in the previous year.

Finance

Finolex Cables Ltd. continues to maintain a strong financial
profile. The Company remains debt-free, with no fresh debt
instruments issued during the year.

The short-term debt program of the Company continues
to enjoy the highest credit rating of A1 by CRISIL, while

long-term debt has been reaffirmed at AA /Stable.
Financial costs have been judiciously managed and contained
at minimum required levels, and the Company has met all its
financial obligations in a timely manner.

Dividend

Based on the Company's performance, the Directors are
pleased to recommend a Dividend of ' 8.00 per equity
share i.e., 400 % of the face value of ' 2 each, for approval
of the members at the ensuing Annual General Meeting.
The total dividend outgo would involve a cash outflow of
' 122.4 Crores.

In compliance with Regulation 43A of the SEBI (Listing

Obligations and Disclosure Requirements) Regualtions,
2015 ("SEBI Listing Regulations,2015") the Company has

formulated Dividend Distribution Policy and the same is

available on the Company's website at https://www. finolex.
com/View/Page/Investor-Policies

Transfer to Reserves

The Company has not transferred any amount to the reserves
during the current Financial Year.

Fixed Deposits

During the year, your Company has not invited, accepted
or renewed any fixed deposits from the public and
accordingly, there is no principal or interest outstanding in

respect thereof.

Change in Nature of Business

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

Expansion

As outlined in the previous year's report, the Company
committed a capital expenditure of '500 crore over 18

months to enhance manufacturing capacities at its Urse and
Goa facilities. This capex is strategically focused on:

• Meeting increased demand from the Construction,

Solar Energy, and Automotive sectors,

• Backward integration through in-house value additions,

• Expansion of the Optic Fiber Cable line.

The project are progressing as planned, and expected to be
Completed by Q4 of FY 2025-26.

Joint Ventures, Subsidiaries and Associates

Pursuant to Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules 2014,

the statement containing salient features of the financial
statements of the Company's Joint Ventures / Associates (in
form AOC-1) is attached to this Report as
“Annexure G".

The Company does not have any investments in subsidiaries.

Corning Finolex Optical Fiber Private Limited

The said joint venture company has been Liquidated
in accordance with Section 59(7) of the Insolvency and
Bankruptcy Code, 2016 read with Regulation 9 of the

Insolvency and Bankruptcy Board of India (Voluntary
Liquidation Process) Regulations, 2017, vide National
Company Law Tribunal's ("NCLT"), Mumbai Bench (Court-VI)
order dated 06th June 2024.

Finolex J-Power Systems Limited

During the year, the JV made significant strides towards
achieving profitability - the JV bagged several orders during
the year and has an order backlog of approximately ' 300

Cr going into the Financial Year 2025-26. Based on current
trends, it is expected that the JV will be able to breakeven as
well as become profitable going forward.

Particulars of Employees

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the
"Annexure F" to this Report.

In terms of provisions of Section 197(12) of Companies

Act, 2013 read with Rules 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other
particulars of employees drawing remuneration in excess
of the limits set out in the said rules are provided in the
“Annexure F1" to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial
Personnel during the Financial Year 2024-25:

Name

Title

Mr. Ratnakar Barve

Whole Time Director-Chairman

Mr. Mahesh Viswanathan

Chief Financial Officer

Mr. Siddhesh Mandke

Company Secretary and General
Manager (Legal)

Mrs. Gayatri Kulkarni*

Asst. Company Secretary and
Compliance Officer

*Mrs. Gayatri Kulkarni - Asst. Company Secretary and Compliance
Officer was inducted as KMP with effect from 12th February, 2025.

Human Resources

The Company engaged approximately 1594 and 1576
permanent employees as at 31st March, 2025 and
31st March 2024, respectively. The number of flexible
(contractual, trainee and temporary) employees as at
31st March, 2025 was 1961, compared to 1641 as of
31st March 2024.

Corporate Governance

The Company has always responsibly followed the corporate
governance guidelines and best practices sincerely. As a
responsibility and service to all its shareholders, the Company
promptly discloses timely and accurate information regarding
its operations and performance, as well as the leadership
and governance of the Company. Your Company is in full
compliance with the Corporate Governance guidelines as set
out in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations 2015") and is
committed to good corporate governance. Accordingly, all
Directors and Senior Management employees confirm in
writing their adherence to the Company's Code of Conduct.

A separate report on Corporate Governance (“Annexure B")
is provided together with a Certificate from the Statutory/

Secretarial Auditors of the Company regarding compliance
with conditions of Corporate Governance as
"Annexure C",
as mandated under SEBI Listing Regulations, 2015.
There are no qualifications, reservations or adverse remarks
or disclaimers made by the auditor in their report.

Corporate Social Responsibility

Your Company strives to provide best products and services
not only to its customers, employees and shareholders, but

also to the whole society as a whole. Your Company commits
itself to utmost care and assistance for sections of society in
need of such support, as evident through the CSR initiatives
undertaken by the Company. These initiatives include:

Education and Skill Development Healthcare Initiatives,
Environmental Sustainability, Community Development,

Women Empowerment, Livelihood Enhancement.
Annual Report on CSR, forming part of this Report, inter-alia,
provides the details of all CSR activities during the year
under review and other related information is given as an
“Annexure I" to this Report.

The Company's Policy on CSR as approved by the Board is
also available on the website of the Company at
https://
www.finolex.com/View/Page/Investor-Policies.

Management Discussion and Analysis Report (MDAR)

Management Discussion and Analysis Report for the financial
year under review, as stipulated under regulation 34 (2) (e)

of SEBI Listing Regulations, 2015 is presented in a separate
section forming part of this Annual Report as
“Annexure A".

Business Responsibility and Sustainability Report:

Business Responsibility and Sustainability Report for the
financial year under review, as stipulated under regulation
34 (2) (f) of SEBI Listing Regulations, 2015 is presented
in a separate section forming part of this Annual Report
as
“Annexure J".

Environmental, Social and Governance (ESG):

Recognizing its role as a responsible corporate citizen, the
Company is keenly aware of its environmental and societal
obligations. For more information on our ESG initiatives,
please refer to the Business Responsibility and Sustainability

Report (BRSR) Annexure J

Directors:

The Board of Directors of the Company comprises of 6 (Six)
Directors out of which 3 (Three) Directors are appointed as
Independent Directors, 2 (Two) Directors are appointed as

Whole Time Directors and 1 (One) Director is appointed as
Non Independent Non-Executive Director.

During the year, Mr. Shane Pedder (DIN 03595409) was

appointed as Additional Director in the category of
Non-Executive Non-Independent Director with effect from

20th March 2024. However, he ceased to be the Director with
effect from 15th June, 2024 as he had not been appointed by
members of the Company.

Ms. Anita Utamsingh (DIN 01680585) was appointed an
Additional Director in the category of as Non-Executive
Director w.e.f 12th September, 2024. However, she ceased
to be the Director w.e.f 28th September, 2024 due to
tenure completion.

Ms. Shefali Shyam (DIN 03294051) and Mr. Satyanarayan Bagla
(DIN 00654582) were appointed as Additional Directors in
the category of Non-Executive Independent Directors w.e.f

29th September, 2024. They ceased to be the Director w.e.f
03rd November, 2024 as they had not been appointed by
members of the Company.

Ms. Lipi Todi (DIN 07142496), Mr. Anoop Krishna (DIN
08068261) and Mr. Sanjay Mathur (DIN 00029858) were
appointed as Additional Directors in the category of
Non-ExecutiveIndependentDirectorsw.e.f14th October 2024.
They ceased to be the Director w.e.f 14th November 2024 as
they had not been appointed by members of the Company.

Mr. Pravin Ahire (DIN 10796692) is appointed as a Whole
Time Director w.e.f 14th October 2024.

The Board places on record its sincere appreciation towards
the contribution made by the above mentioned Directors
during their tenure.

Mr. Nikhil Naik (DIN 00202779) is liable to retire by rotation

at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommend
the same. A resolution proposing his re-appointment, for
the consideration and due approval of the Members at the
ensuing AGM is included in the notice convening the AGM.

Compliance under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules of 2014, your
Company complied with the requirements. The details of

such compliances are enumerated below:

• Web link to the Annual Return: Pursuant to Section

92 (3) of the Act and Rule 12 (1) of the Companies

(Management and Administration) Rules, 2014, the
annual return is available on the website of the Company
at
https://www.finolex.com/View/Page/Annual-Return.

• Number of meetings of the Board: The Board met

on 12 (Twelve) occasions during the year. The details

of the meetings are furnished in the Report on
Corporate Governance which is attached as "Annexure
B" to this Report.

Directors' Responsibility Statement: Pursuant to

Sections 134(3)(c) and 134(5) of the Companies Act,
2013, (the "Act"), the Directors, to the best of their

knowledge and belief and according to the information
and explanations provided to them, confirm that:

- In the preparation of the annual accounts, the
applicable accounting standards have been
followed and no material departures have been
made from the same.

- the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period.

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

- the Directors have prepared the annual accounts
on a going concern basis;

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

- the Directors have devised proper systems to

ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

• Declaration By Independent Directors:

The Company has received necessary declarations from
each Independent Director under Section 149(7) of the
Act, that he/she meets the criteria of Independence laid
down under Section 149(6) of the Act and Regulation

25 of the SEBI Listing Regulations, 2015.

• Nomination and Remuneration Policy:

The Board of Directors has framed the policy which lays
down a framework in relation to the Appointment and
Remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company including
the criteria for determining qualifications, selection
and appointment. Further details are provided in the
Corporate Governance Report which is attached as
"Annexure B" to this Report.

The Nomination and Remuneration Policy us available
on the website of the Company at
https://www.finolex.
com/View/Page/Investor-Policies.

• Board Evaluation:

Pursuant to the relevant provisions of Companies Act,
2013, the Independent Directors at their meeting dated

11th February 2025 without the participation of the
non-independent directors, considered and evaluated
the Board's performance, performance of the Chairman
and other non-independent directors. The evaluation
was performed taking into consideration the various
aspects of the Board's functioning, composition of
the Board and its Committees, culture, execution
and performance of specific duties, obligations and
governance. The Board of Directors expressed its
satisfaction with the evaluation process.

Particulars of loans, guarantees or investments
under section 186 of The Companies Act, 2013:

During the year, the Company has given additional
corporate guarantee to the extent of ' 14.70 Cr to Axis

Bank, in respect of loans availed by Finolex J-Power
Systems Limited - please refer Note no. 32 A III (a)

of Standalone Financial Statements which form part
of the Notes to the financial statements provided in
the Annual Report.

Particulars of Contracts or arrangements with
related parties:

All transactions entered into by the Company with
related parties were in the ordinary course of business
and on an arm's length basis. Each of these transactions
was reviewed by the Audit Committee prior to being
entered into and where necessary, was approved by
the Board of Directors and the Members. In respect of
transactions of a repetitive nature, an omnibus approval
was obtained from the Audit Committee. The Company
has not entered into material transactions during the
Financial Year 2024-25. At every quarterly meeting,
the Audit Committee reviews the transactions that

were entered into during the immediately preceding

quarter. Details of related party transactions have been
disclosed under Note 35A to the financial statements.
Details of the same are also reproduced in Form
AOC-2
which is attached as an “Annexure H"
to this Report.

The Company's Policy on transactions with related
parties as approved by the Board is also available on the
website of the Company at
https://www.finolex.com/
View/Page/Investor-Policies

Material changes and commitments affecting
the financial position of the Company which have
occurred between 31st March, 2025 and date of this
report :

There are no material changes and commitments

affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of the Report.

Significant and material orders passed by the
regulators or Court or Tribunals impacting the
going concern status of the Company:

There are no significant and material orders passed
by the Regulators or Courts or Tribunals that would

impact the going concern status of the Company or the
Company's operations in the future.

Adequacy of Internal Financial Controls with
reference to the Financial Statements:

Having regard to Rule 8 (5) (viii) of the Companies
(Accounts) Rules, 2014, the details in respect of

adequacy of internal financial controls with reference to
the financial statements of the Company are as follows:

Your Company maintains appropriate systems of
internal control including monitoring procedures.
These internal control systems ensure reliable and

accurate financial reporting, safeguarding of assets,
keeping constant check on cost structure and adhering
to management policies. The internal controls are
commensurate with the size, scale and complexity
of the Company's operations and facilitate timely
detection of any irregularities and early remedial
steps against factors such as loss from unauthorized
use and disposition. Company policies, guidelines and
procedures provide for adequate checks and balances
which are meant to ensure that all transactions
are authorized, recorded and reported correctly.
The internal controls are continuously assessed and
improved / modified to meet changes in business
conditions, statutory and accounting requirements.

Constant monitoring of the effectiveness of controls is
ensured by periodical audits performed by an in-house
internal audit team as well as assignments entrusted
to M/s. Ernst & Young LLP, Chartered Accountants.
Both these teams in their respective assignments, test
and review controls, challenge business processes for
their robustness and benchmark practices in line with
industry norms.

The Audit Committee regularly meets and reviews
the results of the various internal control audits
both with the Auditors as well as with the respective
Auditees. The Audit Committee is apprised of the

findings as well as the corrective actions that are taken.
Periodical meetings between the Audit Committee and
the Company Management also ensure the necessary

checks and balances that may need to be built into the
control system.

Risk Management Policy:

Your Company has set up a Risk Management
Committee of the Board of Directors which

comprises Mr. Zubin Bilimoria, Mrs. Vanessa Singh,
Mr. Ratnakar Barve, Mr Pravin Ahire and

Mr. Mahesh Viswanathan. More details of the risks
faced by the Company are available in the Management
Discussion and Analysis (MDA), attached as
“Annexure
A"
to this Report.

The Company's Policy on Risk Management as approved
by the Board is also available on the website of the

Company at: https://www.finolex.com/View/Page/
Investor-Policies

1 Vigil Mechanism / Whistle Blower Policy:

As required under Section 177 (9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings
of Boards and its Powers) 2014 and Regulation 22 of
the SEBI Listing Regulations, 2015, the Company has

adopted a policy on vigil mechanism / whistle blower.
The policy provides direct access to the Chairman of the
Audit Committee in case any employee should choose
to report or bring up a complaint. Your Company affirms
that no one has been denied access to the Chairman of
the Audit Committee. And no complaints were received
during the year. Brief details about the policy are
provided in the Corporate Governance Report which
is attached as
“Annexure B" to this Report., The policy
is also available on the Company's website at
https://
www.finolex.com/View/Page/Investor-Policies.

• Prevention of Sexual Harassment Policy:

The Company has in place a policy on prevention
of sexual harassment in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set
up to redress complaints received regarding sexual

harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

Sr.

No.

Particulars

Status

1

No of Complaints received in the year

0

2

No of Complaints disposed-off in the
year

NA

3

Cases pending for more than 90 days

NA

4

No. of workshops / awareness
programs conducted

2

5

Nature of action by employer or
district officer, if any

NA

Statutory Auditors

As per provisions of Section 139(1) of the Companies
Act, 2013, M/s. Deloitte Haskins & Sells LLP, Chartered

Accountants (Firm Registration No.1 17366W / W100018)
were appointed as Statutory Auditor of the Company at the
Fifty- Fourth AGM of the Company held on 28th September,
2022 to hold office from the conclusion of the said meeting
till the conclusion of the Fifty- Ninth Annual General Meeting
to be held in the Financial Year 2027-28.

Further as required under the provisions of Section 139

and Section 141 of the Companies Act, 2013 read with the
Companies (Accounts) Rules 2014, the said Auditors have
confirmed their consent as well as eligibility to continue to

act as Auditor of the Company.

Statutory Auditors' Report

There are no qualifications, reservations or adverse remarks
made by M/s. Deloitte Haskins & Sells LLP (Firm Registration
No.1 17366W/W100018), Statutory Auditors, in their report
for the financial year ended on 31st March, 2025. The Notes
on financial statements referred to in the Auditors' Report
are self-explanatory. Pursuant to provisions of section 143
(12) of the Act, the Statutory Auditors have not reported
any incident of fraud to the Audit Committee during the
year under review.

Cost Audit

As per the requirement of the Central Government and
pursuant to Section 148 of the Companies Act, 2013 read
with Companies (Cost Records and Audit) rules of 2014 as

amended from time to time, your Company has been carrying
out an audit of cost records every year. At the previous

Annual General Meeting, the members had approved
the appointment of M/s. Joshi Apte & Associates as Cost
Auditors, for the Financial Year 2024-25, at a remuneration
of
' 7 lakh plus GST, as applicable, and reimbursement of out
of pocket expenses.

Secretarial Audit

M/s. Jog Limaye & Associates, Practicing Company Secretary
has been appointed as Secretarial Auditors of the Company
for the Financial Year 2024-25. In terms of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('the SEBI Listing Regulations, 2015'),
the Board of Directors has recommended appointment of
M/s. Jog Limaye & Associates as Secretarial Auditors for a
term of 5 consecutive years with effect from the Financial
Year 2025-26 until the conclusion of the Financial Year
2029-30. He has confirmed his eligibility and necessary
certificates as required under the Act and Listing Regulations
have been received. His appointment for the term is subject
to the approval of the shareholders of the Company at the
ensuing Annual General Meeting.

Their Report dated 17th May, 2025 is attached as
“Annexure D" to this report. The Secretarial Audit Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial Standards

The Institute of Company Secretaries of India had issued
the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General
Meetings (SS-2. Your Company is in compliance with the said

secretarial standards.

Listing of Securities

Your Company's equity shares are listed on the two premier

stock exchanges of the country namely BSE Limited and
National Stock Exchange of India Limited. Your Company's
Global Depository Receipts have been delisted from the
Luxembourg Stock Exchange, effective from April 16,
2024. Your Company has not issued any Non-Convertible
Debentures ("NCDs") in financial year 2024-25 and no NCDs
were outstanding as on 31st March 2025.

General

1. During the year, there were no transaction requiring

disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under
Chapter V of the Act;

b) Issue of equity shares with differential rights as to
Dividend, voting or otherwise;

c) I ssue of shares (Including Sweat equity shares) to
employees of the Company under any scheme,
save and except Employee Stock Options Schemes

referred to in this Report;

d) Raising of funds through preferential allotment or
qualified institutions placement;

e) Pendency of any proceeding against the Company
under the Insolvency and Bankruptcy Code, 2016

2. A statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year - The Board of Directors is of the
opinion that the Independent Non-Executive Directors
are of integrity and possess the requisite expertise and
experience (including the proficiency).

3. No Company has become ceased or ceased to be a
subsidiary or associate or joint venture company of the
Company during the year. However, Corning Finolex
Optical Fiber Private Limited, Joint Venture Company
has been Liquidated vide National Company Law
Tribunal's ("NCLT"), Mumbai Bench (Court-VI) order
dated 06th June 2024.

4. Cash Flow Statement for the Financial Year ended on
31st March 2025 is attached to the Balance sheet.

5. The Company has duly constituted the following
mandatory committees in terms of the provisions of
the Act & SEBI Listing Regulations,2015 read with rules

framed thereunder viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder's Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The Composition of all above Committees, number of
meetings held during the year review, brief terms of reference
and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo and Research and
Development

Information on conservation of energy, technology
absorption, foreign exchange earnings & outgo and the
Research and Development activities carried out by the
Company as required to be given pursuant to Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is attached to this Report
as an
“Annexure E".

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting, Audit,
T ransfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid

or unclaimed dividends are required to be transferred by
the Company to the IEPF, established by the Government of

India, after the completion of seven years. Further, according
to the IEPF Rules, the shares on which dividend which are
not subject to any legal requirements has not been paid or
claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the
IEPF Authority. The Company has transferred 16,872 shares
on which dividends were unclaimed for seven consecutive
years as per the requirements of the IEPF Rules. Mr. Siddhesh
Mandke is appointed as a nodal officer of the company and
his details are provided on
https://www.finolex.com/View/
Page/Nodal-Officer. The members who have a claim on
above dividends and shares may claim the same from IEPF
Authority by submitting an online application in web Form
No. I EPF-5 available on the website https://www.iepfqov.in/
IEPF/ and sending a physical copy of the same, duly signed to
the Company, along with requisite documents enumerated
in the Form No. IEPF-5. No claims shall lie against the
Company in respect of the dividend / shares so transferred.

However, pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:

Type and year of
dividend declared/paid

Date of declaration of
dividend

% of dividend
to face value

Unclaimed dividend amount
as on 31st March, 2025

Due for transfer
to IEPF

Dividend 2017-18

25th September, 2018

200%

44,99,440.00

31st October, 2025

Dividend 2018-19

18th September, 2019

225%

47,87,060.00

24th October, 2026

Dividend 2019-20

29th September, 2020

275%

37,97,723.00

5th November, 2027

Dividend 2020-21

29th September, 2021

275%

42,02,602.00

3rd November, 2028

Dividend 2021-22

28th September, 2022

300%

35,38,188.00

2nd November, 2029

Dividend 2022-23

29th September, 2023

350%

45,73,469.00

3rd November, 2030

Dividend 2023-24

28th September, 2024

400%

66,83,461.00

3rd November, 2031

Disclosure of Agreements in terms of Regulation 30 A
(2) of SEBI Listing Regulations, 2015

The details of agreements entered in to by the promoters
of the listed entity whose purpose and effect is to impact
the management or control of the listed entity that subsist
as on the date as date of notification i.e., 13th July 2023 of
clause 5A to para-A of part A of schedule III of SEBI Listing
Regulations, 2015 including their salient features are given
in an
“Annexure K"

The link to the webpage where the complete details
of such agreements are available:
https://www.finolex.
com/UoloadedDocs/Listino-Oblioations-and-Disclosure-
Requirements-2023.pdf

Details of Application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016)

Your Company neither made any application nor any
proceeding is pending under the Insolvency and Bankruptcy

Code, 2016 during the year.

The details of difference between 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

Your Company has not obtained any one-time settlement of
loan from the Banks or Financial Institutions.

Cautionary Statement

Statements in this Boards' Report and Annexure may contain
forward looking statements within the meaning of applicable

Securities laws and regulations. Actual results could differ

materially from those expressed or implied. Various factors
including commodity prices, cyclical demand, changes
in Government regulations, tax laws, general economic
development could all have a bearing on the Company's
operations and would impact eventual results.

Acknowledgements

The Company's Directors are grateful to the Central and
State Governments, Statutory Authorities, Local Bodies,
Banks and Financial institutions for their continued support
and cooperation. Your Directors warmly acknowledge
the trust and confidence reposed in your Company by its
channel partners, dealers, customers and construction
organizations in supporting its business activities and growth.
Your directors express their gratitude to the other business
associates for their unstinting support. Your directors
value the commitment and contribution of the employees
towards the Company. Last but not the least, your directors
are thankful to the Members for extending their constant
trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors
Finolex Cables Limited

Ratnakar Barve

Date: 28th May, 2025 Chairman

Place: Pune DIN: 09341821