Orient Cables India Ltd Directors Report

To,

The Members

ORIENT CABLES (INDIA) LIMITED (Formerly Known as Orient Cabies(lndia)Privale Limited)

Your Directors have pleasure in presenting 20th Annual Report and Audited Statement of Accounts of the Company for the year ended on 31^st March, 2025.

I. FINANCIAL SUMMARY:

Particulars	For the year ended on
	31.03.2025	31.03.2024
Revenue From Operations	82495.79	65776.70
Other income	690.46	721.15
Total Income	83186.25	66497,85
Total Expenses	76015.64	61061.93
Profit / (Loss) Before Tax	7170.61	5435.92
Less Tax Expenses (Net)	1844.39	1437.71
Profit/ (Loss) for the year	5326.22	3998.21
Other Comprehensive Income	(15.90)	(8.38)
Total Comprehensive Income	5310.32	3989.83
Earnings per Share Basic
Diluted	5.22	3.92

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the period under review, the Company recorded net revenue from Operations of 1NR 82495.79 lakhs, higher by 25.42 % compared to INR 65776.70 lakhs of the last financial year. The Company recorded a net profit of 1NR5326.22 lakhs during the financial year ended 31 March 2025 against net profit of INR 3998.21 Lakhs in the previous year ended 31 March 2024. Demand in the LAN cables was quite robust and therefore company enhanced the capacity significantly in H2 of FY 24-25 to meet the customer requirements. Company also took additional term loan to finance the plant and machinery and also enhanced the working capital limits to meet the financing requirements. The directors are optimistic and hopeful for enhanced Profits in the coming years.

3, INDIAN ACCOUNTING STANDARD (lND AS)

Financial Statements of your Company for the FY 2024-25 are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015. as amended from time to time

4. TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for the financial Year 2024-25. appearing in the Statement of Profit and Loss.

5. DIVIDEND

The Directors of the company do not recommend any dividend for the L.Y. 2024-25,

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company has no Subsidiary, Joint Ventures and Associate during the year under review.

7. SHARE CAPITAL

During the year, there was following change in the capital structure of the Company.

a. Increase in Authorised Share Capital of the company

The Authorized Share Capital of the Company was increased from Rs. 1,10,00.000 - (Rupees One Crore Ten Lakhs only) divided into 11,00,000 (Eleven Lakhs) equity shares of Rs, 10 - (Rupees Ten only) each to Rs. 1 1,50,00,000 /- (Eleven Crores and Fifty Lakhs only) divided into 1,15,00,000 (One Crore Fifteen Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each by the creation of additional 104,00,000 (One Crore Four Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each.

b. Subdivision of shares

The sub-division of the equity shares of the Company, all the authorized, issued, subscribed and paid up equity shares of face value of Rs 10 (Rupees Ten only)per equity shares was made of face value of Rs 1 each post subdivision.

C. Allotment of Bonus shares

On January 06,2025, 91,831,500 equity shares of Rs. i each in ratio of 94 were allotted as Bonus shares to the existing shareholders of the Company as detailed below:

Name of Shareholder	No of Shares held before issue	No of Bonus shares Issued	No. of shares held after the issue of Bonus
1 Mr. Vipul Nagpal	2,472,280	22,250,520	24,722.800
2 Mrs. Garima Nagpal	578,800	5,209,200	5,788,000
3 Vipul Family Trust	3,571,200	32,140,800	35,712.000
4 Garima Family Trust	3,571,200	32440,800	35,712,000
5 Mr. Vardaan Nagpal	10,000	90.000	100,000
6 Mrs. Prem Nagpal	10	90	100
7 Mr.DL Nagpal	10	90
Total	10,203,500	91,831,500	102,035.000

8. DEPOSITORIES

The Company has arrangements with National Securities Depository Limited ("NSDL") and applied during the year for connectivity with Centra! Depository Services (India) Limited ("CDSL"), the depositories, to facilitate various services like corporate action, e-voting services, pledging of securities. All of the Companys shares are held in demateriadzed form,

9. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of business during the year under review.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL WHICH POSITIONS OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO THIS FINANCIAL STATEMETNS RELATE AND THE PATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which the financial statements relate and the date of this report.

11 DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Composition of Board as on March 31,2025 is as follows;

> Mr. Vipul Nagpal

> Mrs. Garima Nagpal

> Mr. Vardaan Nagpal

> Mr, Anil Gupta

> Mrs. Garima Dhamija

Changes in Board of Directors

During the year under review Mr. Darshan Lal Nagpal and Mrs. Prem Nagpal resigned as Directors w.e.f May 15, 2024. Mr. Vardaan Nagpal was appointed as director in extra-ordinary general meeting held on 25.10.2024.Mrs Garima Nagpal and Mr, Vardaan Nagpal were designated as Whole time Directors in general meeting held on February 11, 2025 and March 31, 2025 respectively for a period of 5 years. Further Mr Anil Gupta and Mrs Garima Dhamija were appointed as Independent Directors w.e.f March 31,2025.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs.Garima Nagpal (DIN: 01886696). Wholetime Director of the Company, is liable to retire by rotation at the ensuing ACM and being eligible offers herself for re-appointment and such re-appointment shall not be deemed to constitute a break in her appointment as Whole Time Director.

Appointment of Key Managerial Personnel

During the year under review Ms. Mona Kaushik was appointed as Company Secretary of the Company w.e.f June 03, 2024 and Mr. Rakesh Khurmi was appointed as Chief Financial officer w.e.f October 01,2024.

12. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

The Company has received declaration of independence from the Independent Director confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act 2013 read with rules issued thereunder.

13. board meetings held during the year

During the year under review, the Board met 23 (Twenty Three) times. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

14. CORPORATE SOCIAL RESPONSIBILITY

Your Company recognizes its social responsibility as an integral part of its corporate citizenship. In accordance with the provisions of Section 135 of the Companies Act. 2013 and rules made thereunder the Company has been undertaking the activities and initiatives.

The Annual Report on CSR activities & Initiatives as prescribed under the Act and rules made thereunder is annexed as an Annexure l.The CSR policy of the company is available on companys website.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING:

Energy Conservation measures, progress made in technoiogy absorption & foreign exchange earnings and outgo, as required pursuant to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as under:

Conservation of Energy Technology Absorption

: N.A. : N.A.

 

Foreign Exchange Earnings & Outgo
i) Foreign Exchange Earning	Rs. 8,566.59 Lakhs
ii)Foreign Exchange Outgo	: Rs. 28,087.37 Lakhs

16. AUDITORS AND AUDITORS REPORT

In 19th AGM, M/s KhandelwaJ Jain & Co, Chartered Accountants (Firm Registration No- 105049W) have been re-appointed as the Statutory Auditor of the Company for the period of 5 years. The Notes on Financial statements referred to in the Auditors Report are self- explanatory and do not call for any further comments. The Statutory Auditors Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimer. Also there were no frauds reported by the auditor pursuant to sub-section 12 of section 143 of the Companies Act, 2013.

17, COST AUDITORS

As per the provisions of section 148 of the Companies Act 2013, the Company is required to have the audit of its cost records conducted by a cost auditor. In furtherance to this M/s the Adabala & Associates, Cost Accountants (Firm Registration No.005 119) were appointed as the Cost auditors of the Company for FY 2024-25 to conduct the cost audit of the accounts maintained by the Company as prescribed under the applicable Cost Audit Rules. The remuneration for their services is subject to ratification by the shareholders at the ensuing Annual General Meeting.

The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

18. INTERNAL AUDIT

During the year under review ,M/s VM Gupta & Associates, Chartered Accountants (Firm Registration No- 020366C) were appointed as the Internal Auditors of the Company for the FY 2024-25.However due to their inability to continue as Internal auditors, they resigned w.e.f. October 01,2024. M/s Deloitte Touche Tohmatsu India Limited Liability Partnership (LLP Registration no- AAE8458) were appointed as Internal Auditors for the Financial year 2024-25 w.e.f October 01.2025,

The report submitted by the Internal auditors have been reviewed by the Board members,

19. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Board of Directors appointed Nirbhay Kumar & Associates, Practicing Company Secretaries, as Secretarial Auditors for the financial year ending March 31, 2025. The Secretarial Auditors have confirmed that the Company has complied with applicable laws and that adequate systems and processes are in place, commensurate with the Companys size and scale of operations, to monitor and ensure compliance with these laws. The Secretarial Audit Report does not contain any qualifications, reservations, disclaimers, or adverse remarks. The Secretarial Audit Report is annexed as Annexure 2 of this report

20. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES :

The provisions with regard to particulars of employees pursuant to section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not applicable.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year 2024-25, the Company has entered into various related party transaction under sub-section (1) of section 188 of the Companies Act, 2013, which were on Arms Length basis, The details of such transaction are given in Form AOC- 2 annexed to this reportas an Annexure 3

22. ANNUAL RETURN

The Annual return of the company as on March 31,2025 is available on the Companys website and is available at www.orientcables.in.

23. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The company through its risk management strategy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board.

24. PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013

During the year under review, your Company has not given any loan or any guarantee or provided security in connection with a loan to any other body corporate(s) or other person(s) as specified in Section 186 of the Act. Further, your Company has made investments, details of which are given in Note No. 51 of the Financial Statements.

25. ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has effective internal control and risk mitigation measures, which arc constantly assessed and strengthened with new/revised standard operating procedures, The Companys interna! control system is commensurate with its size, scale and complexities of its operations.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to providing a safe and conducive work environment to all its employees and associates. Your Company has zero tolerance for sexual harassment at workplace. Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013. Your Directors further state that during the year under review, there is no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. DEPOSITS

During the period under review , Your Company has not accepted any deposits.

28. COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review, Your Company has complied with the Secretarial standards issued by the Institute of Company Secretaries of India with respect to the Meetings of the Board and General Meetings.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (C) rand 134 (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed:

I. That in the preparation of the accounts for the financial year ended 31 st March 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;

II. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

IV. That the Directors have prepared the accounts for the financial year ended 31 st March, 2025 on a going concern basis.

V. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively,

30. SIGNIFICANT/MATERIAL ORDERS PASSES) BY THE REGULATOR(S) COURT(S0, TRIBUNAL(S) AFFECTING THE GOING CONCERN AND COMPANYS OPERATIONS IN FUTURE

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of the companys operations in future,

31. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there was no application made and/or no proceeding under the Insolvency and Bankruptcy Code 2016.

32. DETAILS OF ONE TIME SETTLEMENT WITH BANKS

There were no instance of one-time settlement with any Bank(s) or financial Institution during the year under review,

33, ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.