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Finolex Cables Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 19423.30 Cr. P/BV 3.09 Book Value (Rs.) 411.54
52 Week High/Low (Rs.) 1499/701 FV/ML 2/1 P/E(X) 27.21
Bookclosure 04/09/2026 EPS (Rs.) 46.67 Div Yield (%) 0.71
Year End :2026-03 

Your Board of Directors have pleasure in presenting the 58th Annual Report and Audited Accounts of the Company for the
Financial Year ended on 31st March, 2026.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

INCOME

Revenue From Operations (Net)

6,321.0

5,318.9

6,321.0

5,318.9

Other Income

238.0

247.7

165.6

197.4

Total

6,559.0

5,566.6

6,486.6

5,516.3

EXPENDITURE

Material Costs

5,150.0

4,292.1

5,150.0

4,292.1

Employee Benefit Expenses

202.7

184.6

202.7

184.6

Finance Costs

1.8

1.7

1.8

1.7

Depreciation, Amortization and impairment

59.4

46.6

59.4

46.6

Other Expenses

338.2

328.0

348.7

300.9

Total

5,752.1

4,853.0

5,762.6

4,825.9

Profit Before Tax

806.9

713.6

724.0

690.4

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

204.5

232.0

Profit Before Tax

806.9

713.6

928.5

922.4

Tax Expenses:

Current Tax

162.5

141.8

162.5

141.8

Deferred Tax

21.6

27.4

52.3

79.9

Total Tax

184.1

169.2

214.8

221.7

Profit After Tax

622.8

544.4

713.7

700.7

Total Other Comprehensive Income/(Expenses) For the year

-1.0

-28.8

-0.7

-29.0

Total Comprehensive Income for the year

621.8

515.6

713.0

671.7

ECONOMIC REVIEW
Global Economy

The global economy demonstrated resilience during FY

2025-26 amid a complex and evolving landscape marked
by geopolitical tensions, moderating inflation, and
divergent regional performances. While challenges such as
elevated energy prices and trade uncertainties persisted,
supportive factors including technological advancements
and policy easing in select economies helped sustain
moderate momentum.

According to the International Monetary Fund's latest
assessments, global GDP growth is projected to moderate
to around 3.3% in 2026, reflecting a slowdown from
previous years but remaining stable under the assumption

of contained geopolitical conflicts, particularly in the Middle
East. Headline inflation is expected to rise modestly in the

near term due to energy price pressures before resuming a
downward trajectory.

Advanced economies have shown steady but uneven
growth, with the United States benefiting from resilient
consumption and investment in emerging technologies
like artificial intelligence. In contrast, the Eurozone and
other regions faced headwinds from subdued demand and
external uncertainties. Emerging markets and developing
economies, including key Asian markets, continued to drive
a significant portion of global expansion, though they
remained more vulnerable to commodity price volatility and
trade disruptions.

Key risks to the outlook include prolonged geopolitical
conflicts leading to higher energy costs and supply chain

strains, renewed trade tensions, and potential delays
in productivity gains from technological investments.
On the positive side, easing monetary policies in several

jurisdictions, along with ongoing digital transformation and
infrastructure development, provide avenues for stability

and gradual recovery.

Overall, the global economic environment in FY 2025-26 has

been characterized by cautious optimism. While not without
its challenges, it has offered a reasonably supportive backdrop
for industries like wires and cables, which are closely linked to
infrastructure development, power sector investments, and

industrial activity worldwide. Your Company remains focused
on navigating these dynamics through strategic positioning
and operational agility.

Indian Economic Review

The Indian economy continued to exhibit robust and resilient

growth during FY 2025-26, maintaining its position as one
of the fastest-growing major economies globally despite
external uncertainties. Domestic demand, supported by
healthy consumption, rising investments, and government

infrastructure push, remained the primary driver of
economic activity.

According to the First Advance Estimates released by the

Ministry of Statistics and Programme Implementation
(MoSPI), real GDP growth for FY 2025-26 is estimated at 7.4%,
compared to 6.5% in the previous year. The Reserve Bank
of India (RBI) also revised its projections upward during the
year, reflecting strong momentum in private consumption,
manufacturing, and services sectors. Inflation remained
largely contained, enabling monetary policy support through
calibrated rate adjustments.

Key positives included sustained capital expenditure by
the Government, particularly in infrastructure, power,

and renewable energy, alongside improving rural demand
and steady urban recovery. The power and infrastructure
sectors, which are closely linked to the wires and cables
industry, witnessed healthy capacity additions and
transmission network expansion. Manufacturing showed
steady improvement, aided by policy initiatives and capacity
utilisation gains.

However, challenges such as global trade tensions, volatile
commodity prices (especially energy), and uneven monsoon
impact in certain regions introduced some moderation.
The external environment remained cautious, with risks from

geopolitical developments and slower global demand.

Overall, FY 2025-26 was a year of steady progress for the
Indian economy, underpinned by strong macroeconomic

fundamentals, policy continuity, and structural reforms.
This environment provided a favourable setting for the
wires and cables sector, driven by ongoing investments
in power transmission & distribution, renewable energy
integration, industrial expansion, and urban infrastructure
development. Your Company is well positioned to capitalise
on these opportunities while remaining vigilant to evolving
economic dynamics.

Performance of the Company

FY 2025-26 has been a strong and resilient year for the
Company, marked by robust growth in value and moderate
expansion in volumes despite a dynamic market environment.
Total Product Sales reached
' 6,321 Crores, registering a
healthy year-on-year growth of 18.8% (up
' 1,002.12 Crores).

The growth was primarily driven by higher product
realizations, and strong performance in power cables and
new-age products such as solar cables. While overall volume
growth remained moderate, the Company successfully
expanded its presence in large project orders and
new customer segments, including infrastructure and
industrial clients.

During FY 2025-26, copper prices exhibited significant

volatility and an overall upward trend, influenced by global
supply constraints, strong demand from renewable energy,
infrastructure, and data centres, as well as geopolitical
factors. The Company witnessed multiple rounds of selling

price corrections throughout the year to account for these
fluctuations in raw material costs.

The Government of India's continued focus on power

sector reforms, renewable energy integration, and digital
infrastructure provided a supportive backdrop for the wires
and cables industry. Your Company successfully navigated
the environment through prudent procurement, inventory
management, and timely price adjustments, while continuing
to benefit from long-term structural opportunities.

Segment-wise Performance

• Electrical Cables (Core Segment): Strongest contributor

to overall growth with 22.0% increase in revenue.
Growth was led by Power Cables, Solar Cables, Auto
& Battery Cables, and higher realizations due to
higher copper prices.

• Communication Cables: Marginal decline of
1.5% in revenue.

• Copper: Reflects higher internal consumption and

transfer pricing impact due to elevated copper prices
during the year.

• Others: Steady performance supported by FMEG
products like switches and conduits.

For more details, please refer to the Management Discussion
and Analysis Report forming part of this Report as
"Annexure A-I".

Exports

Exports during the year stood at 755.0 Crores as compared
to 730.7 Crores in the previous year.

Finance

The Company continues to maintain a strong financial profile
and remains debt-free, with no fresh debt instruments issued

during the year.

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

long-term debt has been reaffirmed at AA /Stable.

Dividend

Based on the Company's performance, the Directors are
pleased to recommend a Dividend of 7 9.00 per equity

share, i.e.450 % of the face value of 72 each, for approval
of the Members at the ensuing Annual General Meeting.
The total dividend outgo would involve a cash outflow
of 7137.7 Crores.

In compliance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regualtions,2015
("SEBI Listing Regulations,2015") the Company has
formulated Dividend Distribution Policy and the same is

available on the Company's website at www.finolex.com

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 business of the Company during
the year under review.

Capital Expenditure and Capacity Expansion

The Company had committed a capital expenditure of
7500 Crores over an 18-month period to significantly

enhance its manufacturing capacities at Urse (Maharashtra)
and Goa facilities. This strategic investment is progressing
satisfactorily.

During FY 2025-26, the Company successfully capitalised
7320.4 Crores. The remaining portion is expected to be

completed in FY 2026-27.

Joint Ventures, Subsidiaries and Associates

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

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

The Company does not have any subsidiaries.

• Finolex J-Power Systems Limited reported Profit Before

Tax of 721.5 Crores and has a strong order backlog of
approximately 7300 Crores. The present momentum

is expected to continue as India gears up for higher
investment in the EHV sector.

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 year 2025-26.

Name

Title

Mr. Ratnakar Barve

Whole Time Director -Chairman

Mr. Mahesh Viswanathan

Chief Financial Officer

Mr. Siddhesh Sudhir

Company Secretary and General

Mandke**

Manager (Legal)

Mrs. Gayatri Kulkarni*

Sr. Manager - Assistant
Company Secretary and
Compliance Officer

*Mrs. Gayatri KuLkarni was KMP till 12th December,2025

**Mr. Siddhesh Mandke was appointed as Compliance officer w.e.f.

10th February, 2026

Human Resources

The Company engaged approximately 1609 and 1594
permanent employees as at 31st March, 2026 and
31 ' March 2025, respectively. The number of flexible

(contractual, trainee and temporary) employees as at
31st March, 2026 was 2036, compared to 1961 as of
31st March 2025.

Corporate Governance

The Company has always and 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 LODR Regulations")
and is committed to good corporate governance.
Accordingly, all Directors and Senior Management employees
confirm in writing their adherence to the Company's
Code of Conduct.

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

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

Corporate Social Responsibility

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

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

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

The Company's Policy on CSR as approved by the Board is also
available on the website of the Company at
www.finolex.com.

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 comprises of 6 (six) Directors, out

of which 3 are Independent Directors, 2 are Whole-time
Directors, and 1 is a Non-Independent Non-Executive Director.

The first term of 5 (Five) years as independent directors of

Mr. Zubin Billimoria (DIN 07144644), Mr.Sriraman Raghuraman
(DIN 00228061) and Mrs. Vanessa Singh (DIN 09342022),

will be completed on 29th September 2026. Being eligible
for reappointment as Independent Directors for a second
term of 5 (Five) consecutive years, they offer themselves

for re-appointment. The Nomination and Remuneration
Committee and Board of directors of the company had
approved and recommended their re-appointment, subject
to the approval of the shareholders of the Company.

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

at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. The Board recommends
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.

The term of 5 (Five) years of Mr. Ratnakar Barve (DIN
09341821), as a Whole Time Director, will be completed on
29th September 2026. The Nomination and Remuneration
Committee and Board of directors of the company had
approved and recommended his re-appointment as Whole
Time Director for a further period of 5 (Five) years, subject to
approval of the shareholders of the Company.

The requisite details regarding their appointment are set out
in the Notice for the ensuing 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 weblink of the Company
at
https://www.nnolex.com/View/Page/Annual-Return.

• Number of meetings of the Board: The Board met
on 6 (Six) occasions during the year. The details of the
meetings are furnished in the Report on Corporate

Governance which is attached as "Annexure B"
to this Report.

• Directors' Responsibility Statement: Pursuant to

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

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

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

- the Directors have selected such accounting

policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of
the financial year and of the profit and loss of the
Company for that period.

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

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

- the Directors have laid down internal financial
controls to be followed by the Company and that

such internal financial controls are adequate and
were operating effectively; and;

- the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

• Declaration By Independent Directors:

The Company has received necessary declarations from
each Independent Director under Section 149(7) of the
Act, that he/she meets the criteria of Independence laid
down under Section 149(6) of the Act and Regulation 25
of the SEBI Listing Regulations, 2015.

• Nomination and Remuneration Policy:

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

The Nomination and Remuneration Policy is available on
the website of the Company at
https://www.finolex.com.

• Board Evaluation:

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

dated 09th March 2026 without the participation of the
non-independent directors, considered and evaluated
the Board's performance, performance of the Chairman
and other non-independent directors. The evaluation
was performed taking into consideration the various
aspects of the Board's functioning, composition of
the Board and its Committees, culture, execution
and performance of specific duties, obligations and
governance. The Board of Directors expressed its
satisfaction with the evaluation process.

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

During the year, the Company has given additional corporate
guarantee to the extent of ' 39.20 Cr to ICICI Bank, in respect

of loans availed by Finolex J-Power Systems Limited - please
refer Note no. 32 A II (a) of Standalone Financial Statements
which form part of the Notes to the financial statements
provided in the Annual Report.

Particulars of Contracts or arrangements with related
parties:

All transactions entered into by the Company with related
parties were in the ordinary course of business and on
an arm's length basis. Each of these transactions were
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 2025-26.
At every quarterly meeting, the Audit Committee reviews the
transactions that were entered into during the immediately
preceding quarter. Details of related party transactions have
been disclosed under Note 35A to the financial statements.
Details of the same are also reproduced in Form
AOC-2
which is attached as an “Annexure H"
to this Report.

The Company's Policy on transactions with related parties as
approved by the Board is also available on the website of the
Company at
https://www.finoiex.com

• Material changes and commitments affecting
the financial position of the Company which have
occurred between 31st March, 2026 and date of this
report :

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and the date of the Report.

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

There are no significant and material orders passed
by the Regulators or Courts or Tribunals that would
impact the going concern status of the Company or the
Company's operations in the future.

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

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

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

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

control systems ensure reliable and accurate financial
reporting, safeguarding of assets, keeping constant check
on cost structure and adhering to management policies.
The internal controls are commensurate with the size, scale
and complexity of the Company's operations and facilitate
timely detection of any irregularities and early remedial
steps against factors such as loss from unauthorized use and
disposition. Company policies, guidelines and procedures
provide for adequate checks and balances which are meant
to ensure that all transactions are authorized, recorded and

reported correctly. The internal controls are continuously

assessed and improved / modified to meet changes in
business conditions, statutory and accounting requirements.

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

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

is apprised of the findings as well as the corrective actions
that are taken. Periodical meetings between the Audit
Committee and the Company Management also ensure the
necessary checks and balances that may need to be built into
the control system.

• Risk Management Policy:

Your Company has set up a Risk Management
Committee of the Board of Directors which
comprises Mr. Zubin Bilimoria, Mrs. Vanessa Singh,
Mr. Ratnakar Barve, Mr Pravin Ahire and

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

The Company's Policy on Risk Management as approved
by the Board is also available on the website of the
Company at:
https://www.finolex.com

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

• Prevention of Sexual Harassment Policy:

The Company has in place a policy on prevention of
sexual harassment in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal

Complaints Committee has been set up to redress
complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

Sr.

No.

Particulars

Status

1

No of Complaints
received in the year

0

2

No of Complaints
disposed-off in the year

NA

3

Cases pending for
more than 90 days

NA

4

No.of workshops
/ awareness
programs conducted

2(Corporate

office),

4(Plant locations)

5

Nature of action by
employer or district
officer, if any

NA

Statutory Auditors

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

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

Further as required under the provisions of Section 139

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

act as Auditor of the Company.

Statutory Auditors' Report

There are no qualifications, reservations or adverse remarks
made by M/s. Deloitte Haskins & Sells LLP (Firm Registration
No.1 17366W/W100018), Statutory Auditors, in their report
for the financial year ended on 31st March, 2026. 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 2025-26, 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 2025-26. In terms of Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('the SEBI Listing Regulations, 2015'),
the Board of Directors have 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.
The firm has confirmed its eligibility and necessary

certificates as required under the Act and Listing Regulations
have been received. The firm's appointment for the term is

subject to the approval of the shareholders of the Company
at the ensuing Annual General Meeting.

Their Report dated 16th May, 2026 is attached as
"Annexure D" to this report. The Secretarial Audit Report
contains an observation/remark which is self explanatory
and the Board's explanation to the same is attached as
Annexure D-1. Besides this observation, the report does
not contain any qualification, reservation, adverse remark
or disclaimer.

Secretarial Standards

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

secretarial standards.

Listing of Securities

Your Company's equity shares are listed on the two premier
stock exchanges of the country namely BSE Limited and

National Stock Exchange of India Limited. Your Company's
Global Depository Receipts have been delisted from the
Luxembourg Stock Exchange, effective from April 16,
2024. Your Company has not issued any Non-Convertible

Debentures ("NCDs") in financial year 2025-26 and no NCDs

were outstanding as on 31st March 2026.

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 or ceased to be a subsidiary,
associate, or joint venture company of the Company
during the year. However, Corning Finolex Optical

Fiber Private Limited, Joint Venture Company has
been Liquidated vide National Company Law Tribunal's
("NCLT"), Mumbai Bench (Court-VI) order dated
06th June 2024.

4. Cash Flow Statement for the Financial Year ended on
31st March 2026 is attached to the Balance sheet.

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

framed thereunder viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder's Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

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

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo and Research and
Development

Information on conservation of energy, technology

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

Investor Education and Protection Fund (IEPF)

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

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

India, after the completion of seven years. Further, according
to the IEPF Rules, the shares on which dividend which are
not subject to any legal requirements has not been paid or
claimed by the shareholders for seven consecutive years
or more shall also be transferred to the demat account of
the IEPF Authority. The Company has transferred 15,909
shares on which dividends were unclaimed for seven
consecutive years as per the requirements of the IEPF Rules.
Mr. Sachin Naik is appointed as a nodal officer of the Company
and his details are provided on
https://www.finolex.com/
View/Page/Nodal-Officer. The members who have a claim on
above dividends and shares may claim the same from IEPF
Authority by submitting an online application in web Form
No. I EPF-5 available on the website https://www.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 31st March, 2026

Due for transfer
to IEPF

Dividend 2018-19

18th September, 2019

225%

47,10,524.00

24th October, 2026

Dividend 2019-20

29th September, 2020

275%

37,29,809.00

5th November, 2027

Dividend 2020-21

29th September, 2021

275%

41,44,753.00

3rd November, 2028

Dividend 2021-22

28th September, 2022

300%

34,73,958.00

2nd November, 2029

Dividend 2022-23

29th September, 2023

350%

44,36,178.00

3rd November, 2030

Dividend 2023-24

28th September, 2024

400%

63,71,867.00

3rd November, 2031

Dividend 2024-25

29th September, 2025

400%

62,26,775.00

3rd November, 2032


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

The details of agreements entered into 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.

There are no agreements of the nature referred to in clause
5A of Para A of Part A of Schedule III to the SEBI (LODR)
Regulations, 2015. Accordingly, no disclosure is required

under Regulation 30A read with Para G of Schedule V.

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

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

Code, 2016 during the year.

The details of difference between amount of the
valuation done at the time of one time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof

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

Cautionary Statement

Statements in this Boards' Report and Annexures may
contain forward looking statements within the meaning of
applicable Securities laws and regulations. Actual results
could differ materially from those expressed or implied.

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

Acknowledgements

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

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

Date: 28th May, 2026 Chairman

Place: Pune DIN: 09341821


 
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