Finolex Cables Ltd Directors Report

To the Members,

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

FINANCIAL RESULTS

The summarized financial results for the year are as under:

( in Crores)

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			232.0	146.1
accounted for using equity Method
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	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 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 Indias 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, reflectinga 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 Companys 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 delayed projects.

Other products segment registered a growth of 13.7%. of rural and

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 reaffirmedatlong-term AA+/Stable.debt has been

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 Companys 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 Companys 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 years 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 Companys 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 Tribunals ("NCLT"), Mumbai Bench (Court-VI) order dated 06 th June 2024.

Finolex J-Power Systems Limited

During the year, the JV made significant 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 12 th February, 2025.

Human Resources

The Company engaged approximately 1594 and 1576 permanent employees as at 31 st March, 2025 and 31 st March 2024, respectively. The number of flexible

(contractual, trainee and temporary) employees as at 31 st March, 2025 was 1961, compared to 1641 as of 31 st 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, allstrides towards Directors and Senior Management employees confirm in writing their adherence to the Companys Code of Conduct.

A separate report on Corporate Governance ("Annexure B")

Statutory/is provided together with a Certificate

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 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 Companys Policy on CSR as approved by the Board is also available on the website of the Company at https:// www.finolex. estor-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 com/View/Page/Annua 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

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

Ms. Anita Utamsingh (DIN 01680585) was appointed an

Additional Director in the category of as Non-Executive

Director w.e.f 12 th September, 2024. However, she ceased to be the Director w.e.f 28 th September, 2024 due to tenure completion.

Ms.ShefaliShyam(DIN03294051)andMr.SatyanarayanBagla (DIN 00654582) were appointed as Additional Directors in the category of Non-Executive Independent Directors w.e.f

29 th September, 2024. They ceased to be the Director w.e.f 03 rd 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-Executive Independent Directors w.e.f 14 th October2024. They ceased to be the Director w.e.f 14 th 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 14 th 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 offershimself 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. l-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) and134(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 sufficient have taken proper and 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 11 th February 2025 without the participation of the non-independent directors, considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Boards 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 arms 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 Companys Policy on transactions with related parties as approved by the Board is also available on the com/ website of the Company at https://www.finolex.

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: passed There are no significant by the Regulators or Courts or Tribunals that would impact the going concern status of the Company or the

Companys 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 respectcom/View/Page/ of adequacy of internal financialcontrols 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 Companys 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 com/View/Page/Inv 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 aswell 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 Companys Policy on Risk Management as approved by the Board is also available on the website of the

Company at: https://www.finolex.

Investor-Policies

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 Companys website at https:// www.finolex. estor-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	NA
year
3 Cases pending for more than 90 days	NA
4 No. of workshops / awareness	2
programs conducted
5 Nature of action by employer or	NA
district officer, if any

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.117366W / W100018) were appointed as Statutory Auditor of the Company at the Fifty- Fourth AGM of the Company held on 28 th 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, made by M/s. Deloitte Haskins & Sells LLP (Firm Registration No.117366W/W100018), Statutory Auditors, in their report for the financial year ended on 31 st 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 17 th 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. reservations or adverse remarks

Listing of Securities

Your Companys equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and National Stock Exchange of India Limited. Your Companys

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 31 st 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) Issue 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 Tribunals ("NCLT"), Mumbai Bench (Court-VI) order dated 06 th June 2024.

4. Cash Flow Statement for the Financial Year ended on 31 st 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. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee v. Risk Management Committee

The Composition of all above Committees, number of meetingsheldduringtheyearreview,brieftermsofreference 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, Transfer 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.

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. IEPF-5 available on the website https://www.iepf.gov.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 31 st March, 2025	Due for transfer to IEPF
Dividend 2017-18	25 th September, 2018	200%	44,99,440.00	31 st October, 2025
Dividend 2018-19	18 th September, 2019	225%	47,87,060.00	24 th October, 2026
Dividend 2019-20	29 th September, 2020	275%	37,97,723.00	5 th November, 2027
Dividend 2020-21	29 th September, 2021	275%	42,02,602.00	3 rd November, 2028
Dividend 2021-22	28 th September, 2022	300%	35,38,188.00	2 nd November, 2029
Dividend 2022-23	29 th September, 2023	350%	45,73,469.00	3 rd November, 2030
Dividend 2023-24	28 th September, 2024	400%	66,83,461.00	3 rd 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/UploadedDocs/Listing-Obligations-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 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 Companys operations and would impact eventual results.

Acknowledgements

The Companys 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: 28 th May, 2025 Chairman

Place: Pune DIN: 09341821