Jigar Cables Ltd Directors Report

To,

The Members,

JIGAR CABLES LIMITED

The Directors present their 09^th Annual Report along with the Audited Financial Statement of Accounts for the Financial Year 2024-25.

FINANCIAL RESULTS:

The key aspects of Financial Results of the Company for the Financial ended on March 31, 2025, are as under:

Particulars	Standalone		Consolidated
	Year Ended on March 31, 2025	Year Ended on March 31, 2024	Year Ended on March 31, 2025	Year Ended on March 31, 2024
	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue From Operation	10,314.70 /-	4,152.89/-	10,510.81 /-	4,263.64/-
Other Income	12.00 /-	20.92/-	11.40 /-	21.65/-
Total Revenue	10,326.70 /-	4,173.81/-	10,522.21 /-	4,285.29/-
Expenditure	10,087.79 /-	4,032.23/-	10,273.67 /-	4,140.09/-
Profit (loss) before Tax (PBT)	238.91 /-	141.58/-	248.54 /-	145.20/-
Tax Expenses :
Current Tax	64.61 /-	41.24/-	67.25 /-	42.09/-
Deferred Tax (Credit)	(1.25) /-	(1.14)/-	(1.55) /-	(1.30)/-
Prior Period Taxes	0.46 /-	-	0.65 /-
Net Profit/loss After Tax (PAT)	175.08 /-	101.48/-	182.18 /-	104.42/-
Earning per Equity Share:
Basic	2.49	1.44	2.59	1.48
Diluted	1.94	1.13	2.02	1.16

STATEMENT OF COMPANIES AFFAIRS:

The overall performance of your Company during the year has been significantly improved. On a consolidated basis, the total revenue for the financial year 2024 25 stood at Rs. 10,522.21 lakhs. The Profit After Tax (PAT) attributable to shareholders was Rs. 182.18 lakhs, representing a 74.47% increase compared to Rs. 104.42 lakhs reported in the previous financial year 2023 24.

On a standalone basis, Jigar Cables Limited achieved a total revenue of Rs. 10,326.70 lakhs and a PAT of Rs. 175.08 lakhs for the financial year 2024 25, representing an increase of 72.53% compared to Rs. 101.48 lakhs in the financial year 2023 24.

These results reflect the Companys continued focus on efficiency, growth, and value creation for its stakeholders. The Board remains confident in the Companys ability to sustain this momentum in the coming years, supported by a solid business model, strategic initiatives, and an experienced leadership team.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in nature of business of the Company.

WEB LINK OF ANNUAL RETURN:

According to Section 134 sub-section (3) (a), the extract of Annual Return of the company is available on companys website and can be accessed at the following link https://www.sigmacab.com/annual-return.html.

BOARD OF DIRECTORS AND THE NUMBER OF MEETING OF THE BOARD OF DIRECTORS: a. Composition of Board of Directors:

During the year under review, there is no change in Board of Directors of the Company.

b. Number of Board Meeting:

During the year under review i.e. Financial Year 2024-25, 09 (Nine) Board meetings were held.

The dates on which the Board meetings were held are April 08, 2024, May 16, 2024, May 23, 2024, June 13, 2024, July 12, 2024, July 18, 2024, August 31, 2024, November 11, 2024 and March 05, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act").

c. Attendance of Directors at Board Meeting and Annual General Meeting (AGM):

Name of the Director	Nature of Directorship	Number of Board Meeting attended during the year	Whether attended last AGM
Mrs. Sangitaben Niteshkumar Vaghasiya, (DIN: 06910845)	Managing Director	4	Yes
Mr. Parshottambhai Laljibhai Vaghasiya, (DIN: 07662195)	Director	9	Yes
Mr. Ramnik Pershotambhai Vaghasiya, (DIN: 06965718)	Whole Time Director	9	Yes
Mrs. Shardaben Nanjibhai Bhalala, (DIN: 08467162)	Independent Director	9	Yes
Mr. Kantilal Gordhandas Lakhani, (DIN: 08682980)	Independent Director	9	Yes
Mr. Shailesh Bhikhubhai Khatara, (DIN: 08980436)	Independent Director	9	Yes

d. Director Retired by rotation:

Mr. Parshottambhai Laljibhai Vaghasiya (DIN: 07662195) as a Director who is liable to retire by rotation at the ensuing AGM. Being eligible, he offers himself for reappointment in the ensuing AGM.

e. Independent Directors:

During the year under review there is no change in the Independent Directors of the Company.

Meeting of Independent Directors:

Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"), the Separate meeting of the Independent Directors of the Company was held on March 27, 2025, at registered office of the Company:

- To review the performance of non-independent directors and the Board as whole;

- To review the performance of the Chairperson and taking into account the views executive and non-executive directors.

- To assess the quality, quantity and timeliness of the flow of information between the company management and the Board that is necessary for the Board to perform their duties.

CHANGE IN KEY-MANAGERIAL PERSONNEL:

During the year under review, there are following changes in key managerial personnel:

- Ms. Priyanka Kirtikumar Marvania resigned from the post of Company Secretary and Compliance Officer w.e.f. May 25, 2024.

- CS Monika Tyagi (ACS 67951) appointed as Company Secretary & Compliance Officer w.e.f. June 13, 2024. Further she resigned on May 31, 2025.

- Post March 31, 2025, Mr. Nishant Giri Vinod Giri Goswami (Membership No. 70480) was appointed as Company Secretary and Compliance Officer with effect from June 01, 2025, pursuant to the provision of Section 203 of the Act and SEBI Listing Regulations.

Except these there were no changes in the Key Managerial Personnel of the company.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p) of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company. The Paid-up Share Capital of the Company as on March 31, 2025, is 7,03,20,000/- divided into 70,32,000 Equity Shares of 10/- each fully paid up.

DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FOR PURCHASE OF ITS SHARES:

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company u/s 67. Hence, no disclosure was required to be provided.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO SWEAT EQUITY & ESOS:

No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issued during the year.

However, on March 09, 2024, the Company allotted 19,80,000 (Nineteen Lakh Eighty Thousand) Fully Convertible Warrants ("Warrants"), each convertible into equal number of fully paid-up equity share of the Company having a face value of 10/- (Rupees Ten Only) at a price of 50.35/- (Rupees Fifty and Thirty-Five Paise Only) per warrant ("Warrant Issue Price"), including a premium of 40.35/- (Rupees Forty and Thirty-Five Paise Only). These warrants were allotted to both promoter and non-promoter categories.

As on March 31, 2025, Mrs. Sangitaben N. Vaghasiya, Managing Director and Mr. Ramnik P. Vaghasiya, Director (Promoter Group Member) of the Company, holds 5,00,000 (Five Lakh) and 7,00,000 (Seven Lakh) warrants convertible into equity shares of the Company, respectively. Further, the Company has allotted equal number of the Equity Shares on August 29, 2025, upon conversion of aforesaid warrants.

Except for the above, none of the Directors of the Company hold any investments convertible into equity shares of the Company as on March 31, 2025.

LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The Company has not provided any loan and guarantee during the year.

The Company has made investment in securities in Wholly-Owned Subsidiary Company. Disclosure is required as per section 134(3)(g) of the Act provided as under.

Sr. No. Particular	Information
01 Investment in Wholly-Owned Subsidiary Company (Jigar Polymers Limited)	50,000 equity share of Rs. 10 each [As on March 10, 2017]
	10,00,000 equity share of Rs. 10 each [Right Issue] [As on December 10, 2018]

RESERVE AND SURPLUS:

In year under review, the Company has not transferred any amount to Reserves and Surplus account.

DIVIDEND:

During the year under review, no dividend has been recommended by the Board of Directors of the Company at their meeting.

CONTRACT OR ARRANGEMENT WITH RELATED PARTY U/S 188 (1):

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had entered into contract/arrangement/transaction with related parties which could be considered material in accordance with Rule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014. Further the most of transaction is entered with its Subsidiary Company. Being a Material transaction it is required to provide the details of transaction in

"AOC-2" and Justification of contract which are attached as "Annexure-A".

MATERIAL CHANGES AFFECTING FINANCIAL POSITION:

There have been no material changes and commitments for the likely impact affecting financial position between end of the Financial Year and the date of the report.

CONSERVATION OF TECHNOLOGY, ENERGY ABSORPTION & FOREGIN EXCHANGE EARNINGS AND OUTGOING:

The Company has nothing to report in respect of Conservation of Energy and Technology Absorption in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 since the Company is engaged in manufacturing related business.

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

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy	Apart from regular practices and measures for energy conservation, no new initiatives were driven across the units.
(ii) The steps taken by the Company for utilizing alternate sources of energy	Not Applicable
(iii) The capital investment on energy conservation equipments	NIL

We continue to focus on the energy usage, water management, healthy, wealthy and safe environment and various other recourse consumptions.

B. Technology absorption:

(i) The efforts made towards technology absorption	No efforts have been made
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-	During the year there was no import of any technology
(a) the details of technology imported	Not applicable
(b) the year of import	Not applicable
(c) whether the technology been fully absorbed	Not applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Not applicable
(iv) The expenditure incurred on Research and Development	Capital & Revenue Expenditure NIL

Company as not a separate Research and Development Department though we have implemented the advance research and which results into the highest quality products. We have well equipped manufacturing unit with latest plant, machinery and laboratory with ultra-modern and sophisticated type testing equipments for complete testing of the cables.

C. Foreign Exchange Earnings and Outgo:

During the year under review, there were no foreign exchange earnings and foreign exchange outgo.

RISK MANAGEMENT:

The Company has framed a risk management framework to identify, business risk and challenges across the Company. The Business risk is managed through across businesses. The Board takes responsibility for the overall process of risk management throughout the organisation.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANY:

Detailed information of subsidiary Company has been annexed under "Annexure-B" along with its performance.

DETAILS OF DEPOSIT:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

REVISION OF FINANCIAL STATEMENT:

According to section 131 (1) of the Companies Act, 2013, there is not required to revise the financial statement.

DISCLOSURE RELATED TO EMPLOYEE:

The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2021-22 are given in "Annexure-C".

VIGIL MECHANISM:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established a robust Vigil Mechanism in accordance with provisions of the Section 177 of the Companies Act, 2013. The Company has formulated a Whistle Blower Policy, as prescribed under Section 177(8) & Section 177(10) of the Companies Act, 2013 which is available at the website of the Company and can be accessed at the following link https://www.sigmacab.com/pdf/vigil-mechanism.pdf.

CORPORATE SOCIAL RESPONSIBILITY:

The criteria specified under section 135 of the Companies Act, 2013 is not applicable to the Company. However the Company has formulated a policy which is available at the website of the Company on www.sigmacab.com, which is applicable to the Company as and when section applicable to the Company.

DETAILS OF INTERNAL FINANCIAL CONTROL:

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

REASON FOR RESIGNATION OF DIRECTOR [SECTION 168(1)]:

During the year under review there is no case of resignation.

AUDIT COMMITTEE:

The details of Audit Committee in terms of Section 177(2) of the Companies Act, 2013 of the Company are as under:

Sr. No. Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1. Shardaben N. Bhalala (DIN: 08467162)	Independent Director	Chairperson	4
2. Kantilal G. Lakhani (DIN: 08682980)	Independent Director	Member	4
3. Ramnik P. Vaghasiya (DIN: 06965718)	Whole-Time Director	Member	4

NOMINATION AND REMUNERATION COMMITTEE:

The details of Nomination and Remuneration Committee in terms of Section 178 (4) of the Companies Act, 2013 of the Company are as under:

Sr. No. Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1. Shardaben N. Bhalala (DIN: 08467162)	Independent Director	Chairperson	2
2. Kantilal G. Lakhani (DIN: 08682980)	Independent Director	Member	2
5. Shailesh B. Khatara (DIN: 08980436)	Independent Director	Member	2

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 of the Company are as under:

Sr. No. Name of Member	Designation	Designation in Committee	No. of Meeting Attended
1. Kantilal G. Lakhani (DIN: 08682980)	Independent Director	Chairperson	1
2. Shardaben N. Bhalala (DIN: 08467162)	Independent Director	Member	1
3. Shailesh B. Khatara (DIN: 08980436)	Independent Director	Member	1

AUDITORS AND AUDIT REPORTS:

1. STATUTORY AUDITOR:

M/s. Rushabh R. Shah And Co. (Firm Registration No. 156419W), Chartered Accountants was appointed as a Statutory Auditors of the Company in the 6th Annual General Meeting to hold the office till the conclusion of the 11th Annual General Meeting. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Rushabh R. Shah And Co. at the time of appointment that their appointment would be in conformity with the limits specified in the said Section.

STATUTORY AUDITORS REPORT:

The Statutory Auditors Report on the Accounts (Standalone and Consolidated both) of the Company for the Financial Year ended on March 31, 2025, is attached to the financial statements. Further the Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

Further the Statutory Audit Report of the Wholly Owned Subsidiary Company i.e. Jigar Polymers Limited is also not contained any qualification, reservation, adverse remarks or disclaimer. The same has not been annex separately herewith.

2. SECRETARIAL AUDITOR:

The Board re-appointed CS Piyush Jethva, Practicing Company Secretary, Rajkot as a Secretarial Auditor of the Company in the meeting of the Board of Directors of the Company held on May 23, 2024 for financial year 2024-25.

SECRETARIAL AUDIT REPORT:

The Report given by Auditor u/s 204 of the Companies Act, 2013 is annex with the Annual Report as "Annexure-D".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS/SECRETARIAL AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the Financial Year ended on March 31, 2025.

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

1) The MGT-14 (for borrowing resolutions and approval of Director report) and IEPF were pending for filing as on 31.03.2025.

2) The corporate action for credit of warrant is pending on 31.03.2025 for the warrant allotted on 09.03.2024.

Boards Response to the Remarks in the Secretarial Audit Report:

1. Pending Filings (MGT-14 and IEPF): The delay in filing was purely procedural and has no adverse impact on the financial position of the Company. Necessary steps are being taken to complete the filings.

2. Pending Corporate Action for Warrants: The corporate action for credit of warrants (allotted on 09.03.2024) was pending as on 31.03.2025. However, a declaration has since been filed with CDSL, and the matter has been resolved.

The Board confirms that both observations are procedural in nature and do not affect the financial standing of the Company. The Management remains committed to ensuring timely and full compliance with all applicable regulatory requirements.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under consideration, there were no such instances.

DISCLOSURE OF COMMISSION:

According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Company and none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt of any remuneration or commission form any Company.

DISCLOSURE ABOUT DISQUALIFICATION:

None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The Company has not received any complaints during the year.

SECRETARIAL STANDARDS COMPLIANCES:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively have been duly complied with.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report forms an integral part of the Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and provides details of the overall industry structure, developments, performance and state of affairs of the Companys various businesses. The same is presented in "Annexure-E" herewith.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby declares that:

a. In the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

d. The Directors had prepared the annual accounts 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 were 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.

OTHER DISCLOSURES

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

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

ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the customers, Shareholders, bankers, auditors, end users, business partners and other business constituents for their continuous support to the Company and their confidence in its management.

Date: August 29, 2025

Place: Mumbai

 

For and on Behalf of the Board,

JIGAR CABLES LIMITED

 

Sd/-

Sangitaben N. Vaghasiya

Chairperson & Managing Director

[DIN: 06910845]