About Finolex Cables Ltd

Finolex Cables Limited (FCL) was established in 1958 and has emerged as India's largest and leading manufacturer of electrical and telecommunication cables. The Company is principally engaged in the manufacturing of of Electricals Cables, Communication Cables & Other Electrical Appliances. Its manufacturing facilities are located at Panjim in Goa, Pune in Maharashtra and Roorkee in Uttarakhand. To support requirement of copper rods for both types of cables, it manufactures continuous cast copper rods (CCC rods), at its Rod Plant in Goa. The Company has added Electrical Switches, LED based Lamps, Fans, low voltage MCBs, Water Heaters and PVC Conduit Pipes to its range of products. The Company got into the business segment of Fast-Moving Electrical Goods (FMEG) for all electrical products. The addition of a broad range of FMEG products to its well-established cables and wires portfolio bolstered its presence in the margin accretive B2C market. The Goa plant manufactures Continuous Cast Copper Rods (CCC rods) that form a key raw material input for producing copper-based electrical and communication cables. During the year 1988-89, the company signed a technical collaboration with Norddeutsche Seekable Werke, Germany, for manufacturing hi-tech special submersible cables. Also, they started commercial production at their new plant in Urse. Engineering Monitors (India) Pvt Ltd became the subsidiary of the company during the year. During the year 1992-93, Creole Holdings Company Ltd and Finolex Finance Ltd became the subsidiaries of the company. During the year 1995-96, the company formed a joint venture with Essex Group Inc, USA and AT&T, USA for manufacturing continuous cast copper rods and with AT&T, USA for manufacturing fibre optic cables respectively. During the year 1997-98, Inoram Sheets Ltd became the subsidiary company, since the equity contribution went up form 50% to 57.88%. In December 1999, the company's manufacturing facility at Verna in Goa commenced their commercial production. During the year 1999-2000, the company acquired 50% shareholding of SX Mauritius Holdings Inc, Mauritius held in the joint venture company Finolex Essex Industries and hence Finolex Essex Industries became a wholly owned subsidiary of Finolex Cables and was renamed as Finolex Wire Products. Also, Finoram Sheets Ltd was amalgamated with the company during the year. During the year 2001-02, the company acquired optic business of Finolex Technologies Ltd, which is engaged in manufacture of optic fibre cables. The Company's optic fibre division undertook an expansion during the year, which was commissioned in September 2004. During the year 2002-03, the company launched V-SAT Cables for V-SAT application for connecting the Dish to the Base Station. The company introduced a new variant of optic fibre cable called 'TOP Cable' wherein the glass fibres are totally encapsulated by extruded FRP sheath over the loose tube. They also introduced UPS Cables used for providing power from the UPS to computer/ appliances in the networking environment. During the year 2004-05, the company in collaboration with a private sector insurance company introduced a personal accident insurance scheme for the benefit of the eligible electricians from all over the country. They also developed new products which includes, LAN cables, CAT 6 cable, LAN CAT SE cable and CAT 6 + UTP LAN cable. During the year 2005-06, the company's subsidiaries namely Finolex Wire Products Ltd and Finolex Finance Ltd were merged with the company with effect from April 1, 2005. In August 2006, the company launched Finoglow, their brand of Compact Fluorescent Lamps. During the year 2006-07, the company launched 1.1 KV grade XLPE insulated and heat resistant PVC jacketed flat cable, LAN Cat-6 cable with ring type marking, 50 ohm coaxial cable with conductor dia 2.75 mm, 100 pair switchboard cable and RG11 coaxial cable with copper clad aluminium conductor. During the year 2007-08, the company commissioned their high voltage power cables plant at Urse near Pune and thus added high voltage power cables upto 66 KV rating to their range of electrical cables. Also, they commissioned their CFL manufacturing facility at Urse near Pune. In December 2007, the company entered into a joint venture agreement with J-Power System Corporation of Japan and formed as Finolex J-Power Systems Pvt Ltd for offering complete turnkey solutions in extra high voltage cable system in India and abroad. In January 2008, the company was awarded the prestigious trophy by Engineering Export Promotion Council for Star Performer as medium enterprise in the product group of miscellaneous electrical machinery and apparatus for outstanding contribution to engineering exports during the year 2005-06. The company is in the process of expanding the manufacturing base for light duty electrical cables for use in construction industry, electrical panes wiring and consumer electrical goods. The plant is expected to go on stream in during the financial year 2008-09. The company has undertaken expansion of capacity of compounding plant and of various copper cable capacity at Urse at an estimated capital expenditure of about Rs 400 million. This project is expected to complete during the financial year 2008-09. In 2013, the Board of the Company approved setting up a captive 5 MW Solar Power Plant at its manufacturing facilities at Urse, Pune. The company was awarded an advance purchase order of over Rs. 200 crores for Metal Free Optical Fibre Cable (OFC) of the National Optic Fibre Network ('NOFN') backbone project, during the year 2014. In 2015, the company entered in to a Joint Venture with J-Power Systems, Japan thereby strengthening the educational infrastructure of rural and semi-urban Andhra Pradesh. The Board of Directors of Finolex Cables at its meeting held on 10 August 2015 considered and approved the company's plans to enter into the fan business by setting up a new facility during the year with a capacity to manufacture bout 2,00,000 fans per month. The Board also approved additional investment in production facilities at Urse to expand its cable range. Both these investments would primarily be from internal accruals and would require an investment of about Rs 125 crore. As a further step in the transformation of the company from a cable maker to and electrical products company, Finolex Cables ventured into fans, switchgear and water heaters during financial year 2016-17. The Company launched its low duty switchgears in the market in December 2016. The product has been perceived well in the market. Several variants of the same have since been released to the market. A completely new range of fans, specially designed for the Company, had been introduced in the market in May 2016. The third product launch during the year in January 2017 was Water Heaters. During the year 2017, an investment of Rs.196.0 million was made in the equity of the Company's Joint Venture - M/s Finolex J-Power Systems Private Limited. During the year, the Company injected equity of Rs 196.0 million, taking its participation up to Rs 1,178.5 million. During the year, the Company incurred Rs.356.3 million towards capital expenditure, predominantly towards sustenance of existing capacity and product development activities. During the year, the Company injected equity of Rs 159.2 million, taking the Company's participation up to Rs 1337.7 million at the end of FY 2017-18. During the year 2019, the Company launched the first of its exclusive retail store chains, 'Finolex House', in Chennai. This was followed by progressive openings of 'Finolex House' stores at Vadodara, Bhopal and Ghaziabad. During the year 2019, the company's JV, Finolex J-Power Systems Private Limited completed its first 220KV order from Delhi Transco, its earlier order from KSEB and won major orders in the 110KV - 230KV voltage grade as well as orders for Pune Metro project. The JV participated in 400KV tenders during the year. During the year 2019, an equity investment of Rs. 18.9 Crores was made in the Company's JV - M/s Finolex J-Power Systems Private Limited. During FY2020, the Company incurred Rs. 32.3 Crore towards capital expenditure, predominantly towards existing capacity, product development activities and Land in Gujarat. The Company invested Rs. 43.4 Core in its Joint Venture. In year 2022, the Company launched decorative ceiling fans, room heaters, LED lighting. Further, it introduced Junction Lights, Double Colour panels and Tri Colour panels. During the year 2023, Electrical Wire capacity was enhanced at both Urse and Goa. The Company launched Crease Free Irons in its home appliances segment. It launched an entirely new line of BEE (Bureau of Energy Efficiency) compliant decorative & BLDC Fans; launched innovative special cables used for image capture, CCTV cameras and in-power solutions. Additionally, it launched retail stores named Finolex Houses'.

Finolex Cables Ltd Chairman Speech

At Finolex Cables, we are well-positioned to seize the opportunities presented by these market dynamics and accelerate our performance.

To effectively convert these opportunities into tangible results, we remain dedicated to strengthening our dealer and distributor channels across various regions, bolstering product availability.

Dear Shareholders,

I am pleased to reconnect with you to discuss our Company's performance and future direction. Our focussed efforts to strengthen our business and leverage improving market conditions have resulted in promising outcomes during the past year. Additionally, our plans for investments in capacity expansion using internal resources exemplify our commitment to sustainable, long-term value creation.

Entering FY 2022-23, the Indian economy witnessed a robust revival as numerous businesses returned to normalcy, driven by growing public confidence in pandemic management. Favourable macro-economic indicators, coupled with government emphasis on infrastructure development and digitalisation, created a positive environment for India's wires and cables industry. The revival in the real estate sector further fuelled the industry's growth. Our Company's performance for FY 2022-23 reflects our success in capitalising on these opportunities. The volume of our electrical wires segment grew by around 16%, optic fiber cable volumes increased by

over 50%, and all other products within the communication

segment exhibited volume growth exceeding 25%.

The year, however, was not without challenges. The repercussions of Russia's invasion of Ukraine triggered significant inflation and interest rate impacts on a global scale. The Indian economy experienced a sustained inflationary trend, especially notable during the first half of the year. Escalating prices outpaced the growth of consumer incomes, resulting in weakened consumer sentiment. Consequently, discretionary spending remained sluggish, leading to muted

growth within our FMEG segment. Additionally, regulatory changes to energy efficiency norms during the year impacted

the volumes of new products within our FMEG segment.

Combining our performance across business segments, we achieved revenue from operations of Rs. 4,481 crores, representing a growth of 19% compared to Rs. 3,768 crores in the previous year. This growth can be attributed to

improvements in volume and increased retail penetration. Our Profit before Taxes reached Rs. 646 crores, demonstrating

a growth of over 22% compared to Rs. 526 crores in the previous year. Our firm financial standing, characterised by a debt-free balance sheet and strong cash position, empowers us with the capability to internally finance our capital expenditure and working capital needs. Operationally, we expanded our distribution network by 25,000 touchpoints, reaching a total of 2,00,000 retailers while our overall plant utilisation remained healthy at 70%.

We have consistently invested in enhancing our manufacturing capabilities and capacities to meet the growing demands of our customers and drive higher growth. With the Indian economy projected to maintain its growth momentum in the coming years, the demand for wires and cables will remain robust across various sectors. Keeping the future in focus, we have planned a capital expenditure of Rs. 500 crores over the next 18-20 months to expand our plant capacities in all product categories. We are also investing in backward integration to manufacture optical fiber preforms and expand our fiber draw capacity. We are expanding our auto cable capacity by 50% and building additional compound manufacturing capacity. The upcoming capacities are slated to be commercialised by the second half of FY 2024-25. Additionally, we are progressing with the establishment of an e-beam facility as part of our ongoing expansion plans.

We also remain Focussed on improving our systems and

processes to drive operational excellence. This includes closely monitoring inventory levels and streamlining cycles whenever feasible. In this regard, we have initiated a project aimed at optimising the end-to-end supply chain, leading to inventory reduction from raw materials to finished goods. Simultaneously, this project aims to improve delivery and customer service. To accomplish these objectives, we are collaborating with a reputable consultant and leveraging automation, AI and technology. Although the project is in its early stages, we anticipate significant results within a 12 to 18-month timeframe. Another key focus area will be

enhancing order execution speed to safeguard margins and drive profitability.

The wires and cable industry outlook remains highly promising, driven by demand from key sectors including automobiles, construction and industrials. The government's sustained focus on infrastructure development is expected

to enhance the demand environment for the wires and cables industry. Furthermore, government initiatives such as Bharat

Net Phase II, aimed at improving broadband connectivity, will continue to drive growth for communication cables. The capital expenditure by telecom players on optic fiber cables will contribute to increased demand in the communication cables segment. The Indian FMEG sector is also poised for substantial growth, propelled by macro drivers such as evolving consumer aspirations, rising awareness, increasing income levels, rural electrification and urbanisation.

At Finolex Cables, we are well-positioned to seize the opportunities presented by these market dynamics and

accelerate our performance. To effectively convert these opportunities into tangible results, we remain dedicated to strengthening our dealer and distributor channels across various regions, bolstering product availability. Our focus on capacity expansion and backward integration ensures increased volumes, superior quality and safeguarded margins. Furthermore, we are committed to introducing new products within the FMEG domain and making strategic investments to enhance our brand visibility. By executing these initiatives, we are confident in maximising our growth potential.

In conclusion, I would like to express my appreciation to our employees for their contributions throughout the year.

Their dedication and hard work have been instrumental in our success. I would also like to extend my sincere gratitude to our esteemed Board Members for their invaluable guidance and insights. Additionally, I want to acknowledge and thank our stakeholders, including customers, bankers, financial institutions, channel partners, business associates and suppliers, for their support. Guided by an ambitious vision that is backed by right investments and capabilities, I firmly believe that our Company is on the path to power a bigger tomorrow and deliver sustained value.

Warm Regards,

Deepak Chhabria

Executive Chairman

To the Members,

Your Board of Directors have pleasure in presenting the 55^th Annual Report and Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

(Rs. in Crores)

ECONOMIC REVIEW Global Economy

The global economy is witnessing signs of resilience in 2023

after the sharp economic slowdown in 2022. The slowdown is expected to be less pronounced in 2023 than previously

anticipated. However, higher inflation, tighter monetary conditions, and the Russia- Ukraine war continue to impact the global economy. Further, the banking crisis in March 2023 and a debt-ceiling crisis in the United States have raised concerns over fragile global economic conditions and an impending recession. However, key factors such as the rebounding of China's economy, the gradual unwinding of supply chains, and the recent decline in energy and food prices indicate the

improvement in economic activity and sentiment in 2023. Moreover, inflation is projected to decline from 8.7% in 2022

to 7.0% in 2023 and 4.9% in 2024.

As per International Monetary Fund (IMF), global GDP growth

is projected to decline from 3.4% in 2022 to 2.8% in 2023 and rise to 3.0% in 2024. Growth across Advanced Economies (AEs) is expected to decline from 2.7% in 2022 to 1.3% in 2023 before rising to 1.4% in 2024. Emerging and Developing Economies (EMDEs) fared better and grew at 4.0% in 2022 and are expected to grow at 3.9% in 2023 and 4.2% in 2024. Asia- Pacific will be the most dynamic of the world's major regions in 2023, with China and India leading the growth.

Source: IMF World Economic Outlook, April 2023 Indian Economy

India continues to be among the fastest growing economies

in the world. India's recovery from the pandemic has been remarkable. The Indian economy continues to show strong resilience to external shocks and persistent inflation. The accelerated pace of economic reforms has led to strong and sustainable growth and strengthened the position of the Indian economy in the world. India's GDP growth is estimated at 7% in FY 2022-23 as against 9.1% in FY 2021-22. Despite the weak external demand, the merchandise exports registered healthy growth. Further, increasing disposable income will stimulate consumption and boost the demand for goods and services across industries.

As per the International Monetary Fund (IMF), the Indian economy is expected to advance steadily at 5.9% in FY 2023-24 before rising to 6.3% in FY 2024-25. The economic growth is primarily driven by robust domestic consumption, improvement in capacity utilization, and private investments on the back of the government's growth-enhancing policies such as production-linked incentives (PLI) scheme, 'Make in India' and 'Atmanirbhar Bharat', increased allocation for infrastructure and logistics development and affordable housing among others. Further, the government is focused on the core and emerging sectors to enhance the ease of doing business to make India a global manufacturing hub. With multiple growth levers in place, the Indian economy is poised to reach US$ 5 trillion mark by FY 2026-27.

Source: IMF World Economic Outlook, April 2023; National

Statistical Office

Performance of the Company

Your Company registered total revenue of Rs. 4,481.1 crore in FY 2022-23 as against Rs. 3,768.1 crore in the previous year,

registering a 19 % YoY growth in value terms. While part of the growth resulted from commodity price increases, volume growth came in due to higher activity levels in Real Estate, Automobile and Communication sectors.

The segment-wise revenue growth was:

Electrical Cables by 15.4%

Communication Cables by 52.5%

Other products segment registered a growth of 10.8%

For more details, please refer to the Management Discussion and Analysis (MDA), forming part of this Report in "Annexure A", inter-alia, which deals adequately with the operations as well as the current and future outlook of the Company.

Exports

Exports stood at Rs. 39.9 crores as against Rs. 27.6 in the previous year, with geographies in focus being the Middle

East and Eastern Africa. With increasing focus and better market coverage, it is expected that exports will play a bigger role in the revenue pool over the years to come.

Finance (Credit Rating)

The short-term debt programs of your Company continue

to be rated by CRISIL. Since the last several years, these have been accorded the highest ratings that CRISIL issues (A1+). CRISIL has also rated your Company's long term debt offerings at AA+/stable. During the year, no debt papers were issued. As on the date of this report, your Company continues to remain debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

Dividend

Based on the Company's performance, the Directors are pleased to recommend a Dividend of Rs. 7.00 Per equity

share i.e., 350 % of the face value of Rs. 2 each, for approval of the members at the ensuing Annual General Meeting. The total dividend outgo would involve a cash outflow of Rs. 107.1 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 https://finolex.com/wD-content/ uploads/2017/04/Dividend-Distribution-Policy.pdf

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financial year.

Fixed Deposits

During the year, your Company has not invited, accepted or

renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.

Change in Nature of Business

There has been no change in the nature of business of the

Company during the year under review.

Expansion

As reported in the previous year, your Company had

committed a capex of Rs.500 crore over 18 months for enhancing manufacturing capabilities at Urse and Goa.

During the year, Electrical Wire capacity was enhanced at both Urse and Goa. Factory buildings for the E-Beam facility and additional OFC lines are nearing completion and will be populated with equipment soon thereafter - it is expected

that both these facilities would be operational by March 2024.

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.

Corning Finolex Optical Fiber Private Limited

Winding up formalities in respect of this JV are in progress and are awaiting final regulatory clearances. These are expected by end of Q2 for the Financial Year 2023-24.

Finolex J-Power Systems Limited

During the year, the JV made significant strides towards

achieving profitability - the JV bagged several orders during the year and has an order backlog of approximately Rs. 260 Cr going into the financial year 2023-24. Based on current trends, it is expected that the JV will be able to breakeven as well as become profitable going forward; during the year your Company infused Rs. 10.8 Crores as equity in the JV and the Company's total participation in the JV remains at Rs. 231.3 Crores at the end of FY 2022-23.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure F" to this Report.

In terms of provisions of Section 197(12) of Companies

Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the "Annexure F1" to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial Personnel during the Financial Year 2022-23.

*Mr. R.G. D'Silva, Company Secretary of the Company retired from service on 03^rd April, 2023.

**Mr. Siddhesh Mandke is appointed as Company Secretary with effect from 4^th April, 2023.

Human Resources

The Company engaged approximately 1546 and 1589 permanent employees as at 31^st March, 2023 and 2022, respectively. The number of flexible (contractual, trainee and temporary) employees as at 31^st March, 2023 was 1608, compared to 1588 as of 31^st March 2022.

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 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 (CSR)

Your Company strives to provide best products and services not only to its customers, employees and shareholders, but also to the society as a whole. Your Company commits itself to utmost care and help for sections of the society in need of such a hand and this is visible through the CSR initiatives undertaken by the Company. Your Company undertakes such CSR related activities which promote women empowerment, better health management, sanitation, education and poverty alleviation.

Annual Report on CSR, forming part of this Report, inter-aiia, 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 https://finolex. com/wD-content/uDioads/2023/03/CSR-Poiicv.Ddf.

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.

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 and the Corporate Governance Report Annexure B.

Directors:

The Board of Directors of the Company comprises of 6 (Six) Directors out of which 3 (Three) Directors are appointed as Independent Directors, 2 (Two) Directors are appointed as

Whole Time Directors out of which 1 is Executive Chairman and 1 (One) Director is appointed as a Non Independent Non-Executive Director.

• The Shareholders have, at the 54^th Annual General Meeting held on 28^th September, 2022, approved the appointment of Mr. Sriraman Raghuraman (DIN 00228061), Mr Zubin Billimoria (DIN 07144644) and Mrs Vanessa Singh (DIN 09342022) as Independent Directors of the Company for a period of 5 (Five) years with effect from 30^th September, 2021.

• At the same meeting, the Shareholders have also confirmed the appointment of Mr Nikhil Naik (DIN 00202779) as Non Independent Non-Executive Director, liable to retire by rotation with effect from

30^th September, 2021.

• Mr. Ratnakar Barve (DIN 09341821) was appointed as an Additional Director of the Company in the category of Executive Director with effect from 30^th September, 2021. The Shareholders at the 54^th Annual General Meeting held on 28^th September, 2022 have approved his appointment as an Executive Director of the Company with effect from 30^th September, 2021.

• Mr. Shishir Desai (DIN 01453410) and Mr. Aakash Gupta (DIN 00533766) were appointed as Additional Director in the category of Non-Executive Directors with effect from 01^st October, 2022. However, they resigned due to other commitments and ceased to be the Directors with effect from 30^th December, 2022.

The Board places on record its sincere appreciation towards the contribution made by them during their tenure as directors of the Company.

Mr. Nikhil Manohar Naik (DIN 00202779) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. A resolution proposing his reappointment, for the consideration and due approval of the Members at the ensuing AGM is included in the notice convening the AGM.

Mr. Deepak Chhabria (DIN 01403799) Executive Chairman completed his current term of office on 30^th June 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting of 29^th June 2023, approved his re-appointment for a further period of five years effective 1 ^st July 2023. The terms and conditions of his re-appointment are being put up to the Members for their approval at the ensuing AGM. Accordingly, suitable resolution which appears in the Notice of the ensuing AGM has been proposed for the consideration and due approval of Members.

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 has complied with the requirements. The details of such

compliances are enumerated below:

• Web link to the Annual Return: Pursuant to Section

92 (3) of the Act and Rule 12 (1) of the Companies

(Management and Administration) Rules, 2014, the annual return is available on the website of the Company at httDs://finolex.com/wD-content/uDloads/2023/02/

Annual-Return-2021-22.pdf

• Number of meetings of the Board: The Board met on 9 (Nine) occasions during the year. The details of the meetings are furnished in the Report on Corporate Governance which is attached as "Annexure B" to this Report.

• Directors' Responsibility Statement: Pursuant to Sections 134(3)(c) and134(5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their

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

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

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

- the Directors 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 have framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel 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://finolex. com/wD-content/uDloads/2023/08/Nomination-and- Remuneration-Policv.pdf.

• Board Evaluation:

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

meeting dated 15^th March 2023 without the participation of the non-independent directors and Management, 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 corporate guarantee to the extent of Rs. 106.8 Cr to Axis Bank,

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

As mentioned elsewhere, an amount of Rs. 10.8 Crores

was infused as equity investment in the Finolex J-Power Systems Limited.

• 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 was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee. The Company

has not entered into material transactions during the Financial Year 2022-23. 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 httosV/finolex. com/wD-content/uploads/2023/03/Related-Darty-

transactions-policv.pdf.

• Material changes and commitments affecting the financial position of the Company which have occurred between 31^st March, 2023 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. The 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 the 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. 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-Chairman, Mr. Deepak Chhabria, Mrs. Vanessa Singh, Mr. Ratnakar Brave and Mr. Mahesh Viswanathan being other members of the Committee. 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 Risk Management policy is available at the Company's website at httDs://fino[ex.com/wD-content/uD[oads/2023/03/ Risk-Manaoement-Po^icv.Ddf

• Vigil Mechanism / Whistle Blower Policy:

As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings

of Boards and its Powers) 2014 and Regulation 22 of the SEBI Listing Regulations 2015, the Company has

adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee, in case any employee should choose to report or bring up a complaint. Your Company

affirms that no one has been denied access to the Chairman of the Audit Committee. There were no complaints received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as an "Annexure B" to this Report. The Whistle Blower policy is available at the Company's website at https://finolex.com/wp-content/ uploads/2023/08/Whistle-Blower-Policv.Ddf

• 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.

Statutory Audit-

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm

Registration No.1 17366W /W100018) were appointed as Statutory Auditor of the Company at the 54^th Annual General Meeting (AGM) of the Members held on 28^th September, 2022 pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (Five) years to hold office from the conclusion of the 54^th (Fifty- Fourth) AGM, till the conclusion of the 59^th (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 31^st March, 2023. The Notes on Financial Statement referred to in the Auditors' Report are self-explanatory. Pursuant to the 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 2022-23, at a remuneration of Rs. 6 lakh plus GST, as applicable and reimbursement of out of pocket expenses.

Secretarial Audit

In accordance with the provisions of Section 204 of the

Companies Act, 2013 and the Rules made there under, M/s Jog Limaye & Associates, a firm of Company Secretaries in practice, was appointed by the Board to conduct the Secretarial Audit of the Company for the Financial Year 2022-23.

Their Report dated 24^th May 2023 is attached as an "Annexure D" to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1^st October, 2017. 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 had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company has not issued any Non-Convertible Debentures ("NCDs") in

Financial Year 2022-23 and no NCDs were outstanding as on 31^st March 2023.

General

1. During the year, there were no transaction requiring

disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act;

b) Issue of equity shares with differential rights as to

Dividend, voting or otherwise;

c) Issue of shares (Including Sweat equity shares) to

employees of the Company under any scheme, save and except Employee Stock Options Schemes

referred to in this Report;

d) Raising of funds through preferential allotment or qualified institutions placement;

e) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016

2. A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year - The Board of Directors is of the opinion that the Independent Non-Executive Directors are of integrity and possess the requisite expertise and experience (including the proficiency).

3. No Company has become ceased or ceased to be a subsidiary or associate or joint venture company of the Company during the year.

4. Cash flow statement for the Financial Year March 2023 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

v. Risk Management Committee

The Composition of all above Committees, number of meeting 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.

All recommendations made by the Committees were

accepted by the Board.

Foreign Exchange Earnings and Outgo and Research and Development

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

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of

India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend which are not subject to any legal requirements has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The Company has transferred 17,606 shares on which dividends were unclaimed for seven consecutive years as per the requirements of the IEPF Rules. Mr. Mahesh Viswanathan is appointed as a nodal officer of the company and his details are provided on https://finolex.com/.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in Form No. I EPF-5 available on the website www.iepf.aov.in 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:

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

The details of agreements entered in to by the promoters of the listed entity whose purpose and effect is to impact the management or control of the listed entity that subsist as on the date as date of notification i.e. 13^th July 2023 of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015 including their salient features are given in an "Annexure K"

The link to the webpage where the complete details of such agreements are available: https://finolex.com/wp-content/ uploads/2023/08/Listino-Qblioations-and-Disclosure- Reouirements-2023.pdf

Cautionary Statement

Statements in this Boards' Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ

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

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.

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