Cords Cable Industries Ltd

Dear members,

The Board of Directors of Cords Cable Industries Limited (Company) is pleased to present the 33^rd report on the business and operations, along with the audited financial statement for the financial year ended March 31, 2024.

The Financial summary and highlights

(Amount in Lacs)

The State of the Company's Affairs and Business Performance

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

During the financial year under review, the total income was 63,297.04 lacs as against 52,764.72 lacs in the previous year. Your Company earned Profit Before Interest, Tax and Depreciation of 4,653.49 lacs as against a PBITDA of 4,092.75 lacs in the previous year. The finance cost was 2,463.69 lacs as against 2,349.29 lacs in the previous year. The total comprehensive income, comprising profit / loss and other comprehensive income for the period is 1,003.43 lacs as against a PAT of 713.32 lacs in the previous year.

During the last financial year, your company obtained approvals from prestigious domestic and global customers in sectors such as renewable energy, solar power, green hydrogen, hydrocarbon, water, and other infrastructure projects. Additionally, CORDS has successfully exported cables to customers in the Middle East, Australia, Europe, and Africa, and executed large volume orders for overseas refineries and petrochemical projects. Your company has also secured a BIS licence for 1.9/3.3 KV power cables and is in the process of obtaining NABL accreditation for the testing lab. Furthermore, your company has also participated in national and international exhibitions during the period.

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

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

Change in the Nature of Business

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

Material Changes and Commitments

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

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

Particulars of Subsidiaries, Joint Ventures and Associate Companies

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

Change in Capital Structure

As of March 31, 2024, the authorised share capital of the Company is 1,710.00 lacs, divided into 1,35,00,000 equity shares of 10 each and 3,60,000 preference shares of 100 each. The paid-up capital of the Company as of March 31, 2024, is 1,292.78 lacs, divided into 1,29,27,780 equity shares of 10 each.

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

Borrowings and Credit Rating

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

Deposits

During the period under review, your company has not accepted any deposits as covered under Companies (Acceptance of Deposits) Rules, 2014, and no amount remained unpaid or unclaimed at the end of the financial year. As your company has not accepted any deposits, there were no defaults in repayment of deposits or payment of interest thereon during the financial year under review. Furthermore, there is no deposit that is not in compliance with the requirement of aforesaid rules.

The particulars of loans and advances not considered as deposits and not covered under Companies (Acceptance of Deposits) Rules, 2014, are as follows:

Dividend and Other Corporate Actions

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company has implemented a Dividend Distribution Policy aimed at balancing profit retention and a fair, sustainable and consistent distribution of profits among its Members. The policy is available on the Company s website under the Corporate Governance section at http://www.cordscable.com/cordscable/media/policies/Dividend%20Distribution%20policy.pdf The Directors are pleased to recommend a dividend of 1/- per share (i.e., 10%) on the Equity Shares of the Company of 10 each for the year ended March 31, 2024 (previous year: Nil). If the recommended dividend is declared at the ensuing Annual General Meeting (AGM), the total outflow towards dividend on Equity Shares for the year would be 129.28 Lacs (previous year: Nil). The Company was not required to complete or implement any corporate actions as there were no events related to the declaration of dividends, buy back of securities, mergers, demergers, listing or delisting of securities, and split or consolidation of securities during the year ended March 31, 2024.

Transfer to Investor Education and Protection Fund

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

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

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

Transfers to Reserves

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

Particulars of Loans, Guarantees or Investment

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

Particulars of Contracts, Arrangements and Transactions with the Related Parties

The Company has a Policy on Related-Party Transactions in place, in line with the Act and the SEBI Listing Regulations. This policy is also available on the Company s website at http://www.cordscable.com/ cordscable/Related%20Party%20Policies.pdf.

As per the SEBI Listing Regulations, if any Related Party Transactions (RPTs) exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower, would be considered material and would require Members approval. No material related-party transactions were entered into during the financial year by the Company. In terms of Regulation 23 of SEBI Listing Regulations, the company submits details of RPTS as per the prescribed format to the stock exchanges on half-yearly basis. All the related-party transactions entered into during the financial year were on arm s length basis, in the ordinary course of business, and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. As per Section 188(2) of the Act, every contract or arrangement entered into with the related parties is required to be disclosed in this report. Accordingly, the particulars of related party transactions entered by the Company with such related parties during the financial year under review are disclosed in form No. AOC-2 and attached with this report as ‘Annexure-2'. Further, the related party transactions attracting the compliance under Section 177 of the Companies Act, 2013 and/or SEBI Listing Regulations were placed before the Audit Committee on quarterly basis for necessary approval/review. Also, a statement of all related party transactions entered into was presented before the Audit Committee on quarterly basis, specifying the nature, value, and any other related terms and conditions of the transactions.

The details of related party transactions during the year, including transactions with persons or entities belonging to the promoter or promoter group holding 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, have been disclosed in the accompanying financial statement at Note No. 32 (D).

Particulars of Director and Key Managerial Personnel and Changes

The particulars regarding the persons holding office as Directors and Key Managerial Persons during the financial year under along with particulars of changes among them upon appointment, re-appointment or cessation, are annexed herewith as Annexure-3'.

Statement and Declaration in respect of Independent Directors

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

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

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

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

The Independent Directors have also confirmed that they have complied with the Company s Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. The Certificate of Independence received from all the Independent Directors has been duly noted by the Board at its meeting held on May 24, 2024.

A statement of the Board of Directors with regard to integrity, expertise, and experience of Independent Directors appointed during the financial year 2023-24 is annexed herewith as Annexure-4'.

Meeting of Independent Directors

The Independent Directors met once during the financial year under review on January 21, 2023, pursuant to Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Schedule IV to the Companies Act, 2013, inter-alia, to discuss: Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of performance of the Chairman of the Company, taking into account views of Executive and Non-Executive Directors; Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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

Familiarization Program for Independent Directors

The Independent Directors attend a familiarization and orientation program on being inducted into the Board. The details of familiarization and orientation program are provided in the Corporate Governance Report and are also available on the Company s website at http://cordscable.com/cordscable/Familiarisation_Programme.pdf.

Nomination and Remuneration Committee, Policy on Appointment of Directors

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements.

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

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

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

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

Independence: In accordance with the above criteria, a Director will be considered an Independent Director if (s)he meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended, and Regulation 16(1)(b) of the SEBI Listing Regulations. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age, and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

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

Remuneration Policy and Remuneration of Directors and Key Managerial Personnel

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel, and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Executive Directors are not paid sitting fees; the Independent Directors are entitled to sitting fees for attending the Board Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel, and all other employees is in accordance with the Remuneration Policy of the Company. The Remuneration Policy of your Company can be viewed at the following link: http:// www.cordscable.com/cordscable/media/policies/Nomination%20and%20Remuneration%20Policy.pdf The particulars regarding remuneration of the Directors and Key Managerial Personnel, along with details of the ratio of remuneration of each Director to the median remuneration of employees of the Company for the financial year under review, is given in Annexure-5'. A statement containing particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure-5'. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders including the aforesaid Annexure. The aforesaid Statement is also open for inspection at the Registered Office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary.

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

Details of Board Meetings and Constitution of Various Committees

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

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

Details of the role and composition of these committees, including the numbers of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section, which forms part of the Annual Report.

Listing and Dematerialization of Securities and the Status of Listing Fee

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

Depository Limited and Central Depository Services (India) Limited, and ISIN assigned to the equity shares is INE792I01017.

Corporate Governance

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

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a detailed report on Corporate Governance together with the Auditor s Certificate on its compliance forms part of the Annual Report as Annexure-6'. A certificate issued by M/s Gupta Gulshan & Associates, Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and Disclosure Requirements), 2015, has been obtained and is annexed at the end of Corporate Governance Report in the aforesaid annexure.

Also, a declaration signed by the Managing Director stating that the members of the Board of Directors, and senior management personnel have affirmed the compliance with code of conduct of the Board of Directors and Senior Management forms part of this report. The code can be viewed at the following link: http:// www.cordscable.com/cordscable/Code%20of%20 Conduct%20for%20the%20Directors%20and% 20Senior%20Management%20Team.pdf

Managing Director and Chief Financial Officer Certification

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

Management Discussion and Analysis

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

Insider Trading Code

The company has adopted an Internal Code of Conduct for Regulating, Monitoring, and Reporting of Trades by Designated Persons (the Code) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters, Members of Promoter Group, all Directors, and such Designated Employees who are expected to have access to unpublished price-sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. All Board of Directors and the designated persons have confirmed compliance with the Code. This Code is displayed on company s website: http://www.cordscable.com/ c o r d s c a b l e / m e d i a / p o l i c i e s / Insider%20Trading%20Policy_%2024.05.24.pdf

Electronic Filling

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

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

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

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

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

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

Directors' Responsibility Statement

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

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed, and there are no material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year on March 31, 2024, and of the profit of the company for the period ended on that date.

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

d) The directors had prepared the annual accounts for the year ended on March 31, 2024, on a going concern basis.

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

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

Internal Financial Control Systems and Their Adequacy

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

Audit Committee and Its Recommendations

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

Vigil Mechanism and Whistle Blower Policy

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders, including Directors and employees of the Company and their representative bodies, to report genuine concerns in the prescribed manner, enabling them to freely communicate their concerns and grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Company s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.It provides a mechanism for stakeholders to approach the Chairman of the Audit Committee or the Chairman of the Company. During the year, no person was denied access to the Chairman of the Audit Committee or to the Chairman of the Company. The Whistle Blower Policy of the Company is available at web link http://www.cordscable.com/ c o r d s c a b l e / m e d i a / p o l i c i e s / Whistle%20Blower%20Policy.pdf

Appointment of Statutory Auditors, Audit Report and Reporting of Frauds

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

The Statutory Auditors, M/s Alok Misra & Co., Chartered Accountants, have submitted a certificate confirming their eligibility under Section 139 of the Act and that they meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a declaration from the Auditors that they are not disqualified for such appointment/reappointment under the said Act. The Auditor s Report is annexed with the financial statements for the financial year under review. The Auditor s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers; hence, no explanation or comments from the Board are required in this regard. The observations of the Statutory Auditors in their report should be read with the relevant notes to accounts and are self-explanatory, requiring no further comments.

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

Secretarial Standards and Secretarial Audit Report and Secretarial Compliance Report

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

The Board, in its meeting held on 20.05.2023, has approved the appointment of M/s Gupta Gulshan & Associates, Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2023-24. Pursuant to the provisions of Section 204 of the Companies Act, 2013, a copy of the Secretarial Audit Report submitted by M/s Gupta Gulshan & Associates, Company Secretaries is annexed herewith as Annexure-9'.

The Secretarial Compliance Report for the financial year under review, also submitted by M/s Gupta Gulshan & Associates, Company Secretaries, is annexed herewith as Annexure-10'.

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

Cost Records, Appointment of Cost Auditors and Cost Audit Report

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

The Board has appointed M/s S. Chander & Associates, Cost Accountants, as the Cost Auditor for the financial year 2024-25. The remuneration payable to the Cost Auditor will be placed before the members at the general meeting for ratification. Accordingly, a resolution seeking members ratification for the remuneration is included in the notice of the Annual General Meeting.

The Cost Audit Report for the previous financial year 2022-23, issued by M/s S. Chander & Associates, Cost Accountants, was submitted to the Ministry of Corporate Affairs on August 25, 2023.

Corporate Social Responsibility (CSR)

In terms of the provisions of section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. The CSR policy, as revised, is available on the Company s website: http://www.cordscable.com/ cordscable/media/policies/CSR%20Policy.pdf As a socially responsible and caring Company, we are committed to playing a larger role in welfare of animals, ecological balance, promoting healthcare, including organising health check-up camp in Bhiwadi. We also focus on improving academic performance of students by providing quality education and had spent amount for promoting education among children. The Company, in every financial year, in line with the Companies Act, 2013, pledges to spend a minimum two percent of the average net profits made during the three immediately preceding financial years towards CSR initiatives.

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility Committee. For details of the committee constitution of the CSR, please refer to the corporate governance report, which forms part of this Annual Report. The particulars regarding composition of CSR committee and other disclosures required in pursuance of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-11'.

Annual Return of the Company

The Annual Return of the Company shall be placed on its website as required under Section 92(3) of the Companies Act, 2013. The Annual Return can be accessed at: https://www.cordscable.com/cordscable/cordscableindustries.php.

Conservations of Energy

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

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

The Company earned 1,753.60 lacs (previous year: 2,293.99 lacs) in foreign exchange in terms of actual inflows, and spent an 497.24 lacs (previous year: 747.14 lacs) in foreign exchange outgo in terms of actual outflows during the financial year under review.

Risk Management Policy

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

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

Detail of Orders Passed by Regulators, Courts, or Tribunals

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

Details of Applications Under Insolvency and Bankruptcy Code, 2016

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

Particulars about Valuation in Case of One-Time Settlement

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

Disclosure for Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to providing a secure, harassment-free work environment, emphasizing the well-being of women and all other employees. The aim is to foster an atmosphere that is void of discrimination and harassment, including any form of sexual harassment. It maintains a zero-tolerance policy towards workplace sexual harassment, as outlined in its an Anti-Sexual Harassment Policy in accordance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy is available at Company s website: http://www.cordscable.com/ cordscable/Policy%20on%20POSH%20Act.pdf. An Internal Complaints Committee is in place to redress complaints if and when received regarding sexual harassment as per applicable provisions. During the financial year under review, Internal Complaints Committee has not received any complaint pertaining to sexual harassment and no complaint is pending for disposal before the Committee.

Human Resources

The Company takes pride in its dedication, competence, and commitment to various aspects of Human Resource Management, including recruitment, promotion, compensation, and training. The Company maintains an equitable, just, and unbiased approach in hiring, promoting, and nurturing employees. The Directors also extend their appreciation for the unwavering dedication and efficient services provided by all employees of the company. Without their wholehearted efforts, the overall satisfactory performance of the company would not have been achievable.

ISO Certificates and other recognitions

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

Green Initiative in Corporate Governance

In line with the Ministry of Corporate Affairs Green Initiative in Corporate Governance, vide its circular no. 17/2011 dated 21.04.2011, your Company has adopted sustainability initiatives with the aim of going green and minimizing its impact on the environment. While all Shareholders are encouraged to opt for electronic communication to support these efforts, your Company sincerely appreciates Shareholders who have already contributed towards furtherance of this Green Initiative. Electronic copies of the Annual Report for the financial year 2023-24 along with the notice of 33^rd Annual General Meeting will be sent to members with email addresses registered with the Company/Depository participants. Physical copies shall be dispatched in the permitted mode to those without registered email addresses, upon request to Company Secretary. The Company also offers e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. This is pursuant to section 108 of Companies Act, 2013 and Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice. The Company is also periodically uploading Annual Reports, Financial Results, and Shareholding Pattern, etc., on its website: www.cordscable.com within the prescribed time limit.

Appreciation

The Board of your company acknowledges the dedication, loyalty, hard work, solidarity, and commitment demonstrated by employees, professionals, and other individuals associated with the Company across all levels. It also extends its appreciation for the unwavering cooperation and support received from suppliers, vendors, bankers, financial institutions, government authorities, business partners, shareholders, customers, and all other stakeholders throughout the period. Their contributions have indeed been pivotal in achieving the overall satisfactory performance of the company.

By Order of Board For Cords Cable Industries Limited