Directors Report of Clenon Enterprises Ltd.

Mar 31, 2025

Your Company''s Hoard of Directors are pleased to present the 34thThirty Fourth Annual Report and
Audited Financial Statements for the year ended March 31, 2025

l. FINANCIAL HIGHLIGHTS

The highlights of the Standalone Financial Results are as follows:

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	0.00	0.00
Other Income	196.30	3.43
Total Income	196.30	3.43
Operating expenses	0.00	0.00
Other expenses	225.06	21.08
Operating Profit	(28.76)	(17.65)
Depreciation	23.70	23.70
Interest	18.39	18.29
Profit Before Tax	(70.86)	(59.65)
Tax Expense''s	0.00	0.00
Profit for the year	(70.86)	(59.65)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	0.00	0.00
Earnings per Equity Share
Basic	(0.82)	(0.24)
Diluted	(0.82)	(0.24)
Other Equity (including retained earnings)	(130.50)	(59.65)
Cash and Cash Equivalents and investments (excluding customer collection accounts & lien deposits and including subsidiary Investments in the case of standalone)	167.16	1.93

1. Overview of Performance

During FY 2024-25, Clenon Enterprises Limited (formerly known as OR Cables Limited)
continued its recovery trajectory following its successful emergence from the Corporate Insolvency
Resolution Process (CIRP). The Company reported Other Income of 196.30 lakhs as against 3.43 lakhs in FY2023-24. representing a significant increase of 5.622%. However, the Company
did not generate any revenue from operations during both financial years as it focuses on
restructuring and repositioning its business operations post-CIRP

The Company''s loss before tax widened to ? (70.86) lakhs in FY 2024-25 compared to ? (59.65)
lakhs in the previous year, primarily due to increased other expenses of ? 225.06 lakhs compared
to? 21.08 lakhs in FY2023-24 The Earnings per Share (Basic) was (? 0.82) as against (? 0.24) per
share in the previous year, reflecting the impact of higher operational expenses during the
restructuring phase.

The successful completion of the CIRP process has provided Clenon Enterprises with a fresh start
and an opportunity to rebuild its business operations. The Company s emergence from insolvency
represents a significant milestone in Indian corporate restructuring, demonstrating the effectiveness
of the Insolvency and Bankruptcy Code. 2016 in providing distressed companies with a viable
recovery mechanism.

During the year, the Company focused on stabilizing its financial position and exploring new
business opportunities The substantial improvement in cash and cash equivalents to ? 167.16 lakhs
from ? 1 93 lakhs in the previous year indicates enhanced liquidity management and potential
capital infusion, providing the Company with the necessary resources to pursue its business revival
strategy.

Moving forward, the Company is expected to focus on developing its core business activities,
improving operational efficiency, and establishing revenue streams. The management remains
committed to transforming the Company into a viable business entity while maintaining
transparency and governance standards expected of a listed company The Company’s journey from
insolvency to recovery serves as a testament to the potential for corporate revival under the Indian
bankruptcy framework.

2. SHARE CAPITAL

The Authorized Share Capital of the Company at the beginning of the financial year was ?
34,00,00,000 and remains unchanged at 34,00,00,000 as of March 31, 2025. The Company has
not undertaken any enhancement in its authorized share capital during FY 2024-25.

The issued and paid-up capital as of March 31, 2025. was 8,61,53.160, which remained consistent
with the previous year''s figure of 8,61,53,160 There has been no change in the paid-up capital
during the financial year, reflecting the Company’s stable equity structure during its post-CIRP
recovery phase.

3. RESERVES

During the reporting period the Company does not propose to transfer any amount to the Reserves.

4. DIVIDENDS

During FY 2024-25. the Company did not declare or pay any dividend to its shareholders. Given the
Company''s current financial position with accumulated losses and its ongoing efforts to rebuild operations
post-CIRP. the Board deemed it prudent to conserve cash resources for business revival and growth
initiatives rather than distributing dividend; the Company’s priority remains on achieving operational
profitability and strengthening its financial position before considering any dividend distribution to
shareholders.

5. STATE OF THE COMPANY’S AFFAIRS

Clenon Enterprises Limited has recently emerged from the Corporate Insolvency Resolution Process
(CTRP), marking a significant milestone in the Company’s revival journey. The successful
completion of the CIRP process has provided the Company with a fresh start and an opportunity to
rebuild its business operations under a comprehensive resolution plan

As part of the approved resolution plan, the Company underwent a complete transformation,
including a change in its corporate identity. The Company changed its name from G.R.Cables
Limited to Clenon Enterprises Limited, and received the Certificate of Incorporation for name change
on February 03, 2025 This rebranding reflects the Company''s new strategic direction and
commitment to building a sustainable business model.

Furthermore, in alignment with its restructuring objectives, the Company modified its main object
clause to better reflect its intended business activities going forward. The Company received the
revised Certificate of Incorporation dated December 05, 2024, incorporating these changes to its
memorandum of association. This amendment provides the Company with the necessary corporate
framework and flexibility to pursue diverse business opportunities and adapt to evolving market
conditions.

The emergence from CTRP represents not just a legal conclusion hut a strategic repositioning of the
Company. With the resolution plan successfully implemented, Clenon Enterprises Limited is now
focused on stabilizing its operations, exploring new business avenues, and building sustainable
revenue streams. The Company ''s management is committed to leveraging this fresh start to create
value for all stakeholders while maintaining the highest standards of corporate governance and
transparency.

7. CAPITAL EXPENDITURE AND LIQUIDITY

The Company is currently in the phase of business restructuring and exploring new operational
opportunities. During FY 2024-25. the Company ’s operations remained minimal as it focused
primarily on stabilizing its corporate structure and strategic repositioning. Consequently, the

Company did not undertake any significant capital expenditure during the year.

Given the Company’s current operational status and focus on business revival, it is not availing of
any working capital facilities from banks or financial institutions. The Company’s approach remains
conservative, prioritizing financial stability and liquidity management us it works towards
establishing sustainable business operations.

As on March 31, 2025. the Company''s cash and cash equivalents posit ion stood at ? 167 16 lakhs as
against ? 1.93 lakhs as on March 31, 2024. representing a substantial improvement in liquidity. This
enhanced liquidity'' position provides the Company with the necessary financial flexibility to pursue
business development initiatives and support its operational requirements during the recovery phase.
The improved liquidity position provides the Company with the necessary financial flexibility to
pursue business development initiatives and support its operational requirements during the recovery
phase.

H. SUBSIDIARY COMPANIES

As on March 31, 2025, Clenon Enterprises Limited does not have any subsidiary companies,
associate companies, or joint venture entities. The Company currently operates as a standalone
entity focusing on its core business activities and strategic repositioning initiatives. Henceforth, the
Form No. AOC-1 is also not applicable on the company during the reporting period as mentioned
in Annexure I.

The policy for determining material subsidiaries as approved by the Board may be accessed on the
Company’s website at the web-link:

https: //clenon. in/wp-

contcnt/uploads/2025/05-POLICY FOR DETERM1N1G MATERIAL SUBSlDlARY.pdf

Given that the Company docs not have any subsidiaries, the requirement for preparation of
consolidated financial statements does not arise, and accordingly, only standalone financial
statements have been prepared for the financial year 2024-25.

In accordance with the third proviso to Section I36( I) of the Act, the Annual Report of the
Company, containing therein its Standalone Financial Statements, are available on the
Company''s website at the web-link: https: / clenon.in. investor relations annual reports

9. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not enter into any significant contracts,
arrangements, or transactions with related parties.

the Company has not entered into any other contract, arrangement, or transaction with related
parties which were not on an arm''s length basis or could be considered material in accordance with
the Company''s policy on Related Party Transactions.

Given that the Company does not have any material related party transactions to report pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
No. AOC-2, hut details of arm''s length transactions during the year is mentioned in Form No.
AOC-2 in Annexure II The attention of members is drawn to the relevant notes in the Standalone
Financial Statements which set out related party disclosures.

The Related Party Transactions Policy as approved by the Audit Committee and the Board is
available on the website of the Company at:

CEL RPT Policy: https://clenon.in/investor-relations/policies

10. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

During the Financial Year 2024-25. the Company has not provided any loans, security or
guarantee to any person or entity, nor has it made any investments in securities under the
provisions of Section 186 of the Companies Act. 2013. Accordingly, the disclosures required

under Section 186 of the Act are not applicable to the Company for the year under review.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 5 (five) times during the FY 2024-25 The meetings
were held on the following dates:

Date of the Board Meeting

30th May, 2024

20rtl July, 2024

12th August, 2024

14th November, 2024

l0thFebruary, 2025

The details of the Board Meetings and attendance of Directors are provided in the Corporate
Governance Report, which forms a part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

During the Financial Year 2024-25, there were no changes in the composition of the Board of
Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Nitin Kumar
Mathur(DIN: 06451862). Director of the Company, retired by rotation at the 33rd Annual General
Meeting held on August 14, 2024. Being eligible, he offered himself for reappointment and was
duly reappointed by the shareholders at the said Annual General Meeting

Key Managerial Personnel:

During the year under review, there were changes in the Key Managerial Personnel of the

Company:

Ms Priyanka Pandey resigned from her position as Company Secretary and Compliance Officer
with effect from July 03,2024. The Board places on record its appreciation for her valuable services
and contributions during her tenure with the Company.

Subsequently, Ms. Mantasha Habib was appointed as Company Secretary and Compliance Officer
of the Company with effect from November 14. 2024

The appointments and changes mentioned above were made in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made thereunder

The appointments of the directors made during the year were based on the recommendations of the
Nomination and Remuneration Committee.

Further, the company has also formulated a Code of Conduct for Directors and Senior Management
Personnel, which is available on the company''s corporate website:

httpsv/clenon in/wp-content/uploads/''2025/05/1 C''ode-of-conduct-for-Directors-and-Senior''-
Management-Personnel.pdf

Composition of Board

As of March 31. 2025. your company’s Board comprised of 4 Directors, which includes 2
Independent Directors (Ms Lakshmi Sree Kadumuri and Mr. Srinivas Gangula Reddy), 1 Non-
Exccutivc Director (Mr. Srinivas Pagadala), and 1 Whole-time Director - Promoter (Mr. Nitin
Kumar Mathur).

Key Managerial Personnel

During the year under review, the following employees were the ‘‘Key Managerial Personnel
("KMP") of the company: Ms. Mantasha Habib - Company Secretary and Mr. Venkatram Lingala
- Chief Financial Officer.

During the year. Ms. Priyanka Pandey resigned from her position as Company Secretary and

Compliance Officer with effect from July 03, 2024 Subsequently. Ms. Mantasha Habib was
appointed as Company Secretary and Compliance Officer of the Company with effect from
November 14, 2024.

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has a Familiarization Programme which provides Orientation at the time of the
appointment of Independent Directors which covers their role and responsibilities, overview- of the
industry, operations, and business model of the Company They are provided with copies of the
Company’s latest Annual Reports, relevant provisions of the SEBI LOOK Regulations, the
Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider
Trading regulations and other internal policies to help them get a broad view of the Company''s
procedures and practices.

Familiarization program has been conducted for the directors appointed during the year. The
Company’s Ongoing Familiarization Programme covers periodic presentations at the Board
Meetings providing insights into the Company, the business environment, risks and opportunities
and other matters relevant to the Company. Regulatory changes relevant to the company are also
highlighted in these presentations.

The details of the familiarization programme may be accessed on the Company’s corporate website:
httpsV/clenon in/wp-content/uploads/2025/05/familiarisat ion -programme, pdf

14. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND
INDIVIDUAL DIRECTORS

The Companies Act 2013, and the SEBI LODR Regulations stipulate the evaluation of the
performance of the Board, its Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation of the
Independent Directors, the Board, its committees, and other individual Directors which includes
criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The
template provides the criteria for assessing the performance of Directors and comprises of various
key areas such as attendance at Board and Committee Meetings, quality of contribution to Board
discussions and decisions, strategic insights, or inputs regarding future growth of the Company and
its performance, ability to challenge views in a constructive manner, knowledge acquired regarding
the Company’s business/ activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the
Board of Directors. A member of the Board will not participate in the discussion of his/her
evaluation.

The formal Board evaluation as mandated under the Companies Act and SEBI LODR Regulations
has been carried out during the year.

15. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has adequate internal financial controls comprising policies and procedures for
orderly business conduct, safeguarding of assets, prevention and detection of frauds and errors,
accurate accounting records and timely preparation of reliable financial information.

The internal financial control system is supplemented b\ internal audits conducted by an external
audit firm. The Audit Committee reviews the audit reports quarterly and evaluates internal financial
controls and risk management systems in compliance with Section 177(4) of the Companies Act.
2013.

The Company has a Risk Management Policy for identification, assessment and reporting of
business risks as required under Section 134(3)(n) of the Companies Act, 2013.

16. BOARD COMMITTEES

During the year under review, the company had the following Three committees, and these
committees had periodical meetings for transacting the business as specified in their terms of
reference.

1. Audit committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

The details of the composition of these committees, changes in the composition, dates of meeting
and attendance details of the meetings have been included in the Corporate Governance report.
During the year under review, all the recommendations of the Audit Committee and Nomination
and Remuneration Committee were accepted by the Hoard

17. AUDITORS

(i) Statutory Auditors

In terms of Section 139 of the Companies act,2013 read with Companies (Audit and Auditors)
Rules,2014, M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S) were
appointed as the Statutory Auditors of the Company for a period of 5 consecutive years i.e. from
the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37thAnnual General
Meeting

The Auditor’s report on the financial statements of the company for the financial year ended
March 31, 2025 forms part of the Annual report

(ii) Secretarial Auditors

The Board at its meeting held on 10th February 2025. had appointed Mr Pawan Jain. Founder
and Sole-Proprietor of M/s. Pawan Jain & Associates. Practicing Company Secretaries (having
Firm Registration Number: S2020TI.762000). to conduct the Secretarial Audit for the FY 2024-
25.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received
from Mr. Pawan Jain. Practicing Company Secretary is attached as an Annexure to the Board s
Report.

Further, in terms of Section 204 of the Companies Act.2013 read with Rule 9 of the Companies
(Appointment and Managerial Personnel) Rules.2014. and Regulation 24A of the Securities
and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, the
Board recommended the appointment of M/s. Pawan Jain & Associates. Practicing Company
Secretaries, a peer reviewed linn (having Firm Registration Number : S2020TL762000), as the
Secretarial Auditors of the company for a term of 5 (five) consecutive years, to hold office from
the conclusion of this Annual General Meeting(AGM) till the conclusion of 39th (Thirty Ninth)
AGM to be held in the year 2030.

Accordingly, the resolution seeking approval for the appointment of Secretarial Auditors by the
members of the company is included in the Notice of the Annual General Meeting

(iii) Cost Auditors

The provisions pertaining to Section 148 of the Act are not applicable to the company

18. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

In terms of Section 143(12) of the Act. the Statu ton Auditors and Secretarial Auditors have not
reported any instance of fraud having taken place during the year under review

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) & ENVIRONMENT, SOCIAL
AND GOVERNANCE (ESG)

During the reporting period under review, the provisions of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Amendment Rules. 2021. were not applicable to Clenon Enterprises Limited as the Company
did not cross the prescribed threshold limits of net worth ofRs. 500 crore or more, or turnover of Rs.
1.000 crore or more, or net profit of Rs 5 crore or more during the immediately preceding financial
year.

Similarly, the mandatory ESG disclosure requirements under the Securities and Exchange Board of
India (SEB1) Business Responsibility and Sustainability Reporting (BRSR) framework were not
applicable to the Company during the reporting period as the Company did not fall within the top
1.000 listed companies by market capitalization threshold.

Not with standing the non-applicability of mandatory CSR and F,S(i requirements, Clenon Enterprises
Limited remains committed to conducting its business operations in a responsible and sustainable
manner, integrating environmental, social, and governance considerations into it s business practices
as part of its commitment to stakeholder value creation and sustainable development.

20. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy. The policy is available on the website of
the Company at:

CEL- Risk Management Policy -

https//clenon in/wp-conlcnt/uploads/2025/08/Risk manatiemenl ix)lic\ CEL pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEB1 (Listing Obligations and
Disclosure Requirements)Regulations, 2015. the Company has a Board approved Nomination and
Remuneration Policy. The policy establishes criteria for appointment, remuneration and evaluation
of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and
Remuneration Committee oversees the implementation of this policy and ensures transparent and
fair processes in nomination and remuneration matters. The policy is available on the website of
the Company at:

CEL - NRC Policy

https://clenon inAvp-content/uploads/2023/03/6.NOMINATE)N-AND-RI^:.MIJN1''.RATIQN-
POLICY, pdf

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act. 2013 and Regulation 22 of the SEB1
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established
a Board approved Vigil Mechanism or Whistle Blower Policy. The policy provides a framework for
employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected
fraud, or violation of the Company''s code of conduct or ethics policy.

The Audit Committee oversees the implementation of this policy and ensures adequate safeguards
against victimization of persons who use the vigil mechanism. The policy is available on the website
of the Company at:

CEL- Whistle Blower Policy:

https//clenon ni/wp-contenl/uploads/2023/i)3/l VIGIL-MECHAN1SM-OR-WHISTLE-BLOWER-
POLICY pdf

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

In respect of conservation of energy, technology absorption and foreign exchange earnings and
outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules. 2014 are given as under

(i) Conservation of energy - The Company''s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible through efficient utilization of
resources and adoption of energy-saving practices in day-to-day operations.

(ii) Technology absorption - The Company employs appropriate technology platforms in its
operations and continuously evaluates technological advancements to enhance operational
efficiency and maintain competitiveness in the market.

(iii) Foreign exchange earnings and outgo - During the financial year ended March 31. 2025. the
Company had no foreign exchange earnings and outgo as the Company did not have any foreign
exchange transactions during the reporting period

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best standards of Corporate Governance and has
always tried to build the maximum trust with shareholders, employees, customers, suppliers, and
other stakeholders. A Report on Corporate Governance along with a Certificate from the
Secretarial Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SF.BI LODR Regulations forms part of the
Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. the Business Responsibility and Sustainability Report (BRSR) is applicable to
the lop 1,000 listed entities by market capitalization. Since Clenon Enterprises Limited is not among
the top 1.000 listed companies during the reporting period, the BRSR requirement is not mandat only
applicable to the Company.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act. 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended from time to time, the
Annual Return of the Company has been placed on the website of the Company and can be
accessed at:

https://clcnon .in/wp-conlcnt/ui>loads/2023/05/Fonn MGT 7-G-R-CABI.ES-FY-2023-
24 signed pdf

27. DIRECTOR S RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a. the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there arc no material deviations from the same.

b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as of March 31.2025. and of the profit of the Company
for year ended on that date.

o. they 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. they have prepared the annual accounts on a going concern basis.

c. they have 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 have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

During the year under review, no significant/material orders were passed by the regulators or
the Courts or the Tribunals impacting the going concern status and the Company’s operations in
future.

29. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE. The Company has paid the Annual Listing Fees applicable to both
these Exchanges.

30. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

As at March 31, 2025, the Company does not have any unclaimed dividend amounts lying in the
Unpaid Dividend Accounts as the Company''s entire shareholding is held in demineralized form

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which
remained unpaid or unclaimed for a period of seven years which is to be transferred by the
Company, from time to time on due dates, to the Investor Education and Protection Fund

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women
at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. to prevent sexual harassment of its employees
Internal Complaints Committee has been set up to redress complaints received on sexual
harassment.

The Policy has been communicated internally to all employees and is made available on the
Company’s Intranet Portal.

During the year under review, no complaints were received under the said Policy.

The details of Sexual Harassment Complaints received and their treatment during the year are as
follows:

i. Number of Complaints of sexual harassment received in the year Nil

ii. Number of complaints disposed during the year N.A

iii. No. of cases pending for more than ninety days: N.A

iv. No. of workshops or awareness programme against sexual harassment carried out: None

v. Nature of action taken by the employer or District officer: N.A

32. EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Plan (ESOP) scheme for its employees
Accordingly, no options have been granted, vested, or exercised during the reporting period The
Company has not implemented any share-based employee benefit schemes under the SEBI (Share
Based Employee Benefits) Regulations. 2014 or SEBI (Share Based Employee Benefits)
Regulations, 2021 Hence, the disclosure of the same is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 is
enclosed as an Annexure to this Report.

Since the Company does not have any employee drawing remuneration exceeding the limits
specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014. the disclosure of top ten employees in terms of remuneration
drawn is not applicable to the Company

34. SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with applicable Secretarial Standards issued by
the Institute of the Company Secretaries of India.

35. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no significant or material changes and commitments affecting
the financial position of the Company which occurred between the end of the financial year of the
Company i.e., March 31,2025. and as on the date of this Board''s Report.

36. DEPOSITS

No disclosure is required in respect of the details relating to the deposits under Chapter V of the
Companies Act. 2013. as the Company has not accepted any deposits.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were
initiated by / against the company under Insolvency and Bankruptcy Code, 2016

38. 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:

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the
banks or financial institutions during the year

39. DOWNSTREAM INVESTMENT

The Company has not made any downstream investment during the reporting period. Accordingly,
the provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and RBI
circular no RBI/2013-14/117 A.P. (DIR Series) Circular No.01 dated July 04, 2013 are not
applicable to the Company for the current financial year.

40. OTHER DISCLOSURES

• The company is only required to prepare Standalone Financial Statements as the company does not
have any subsidiary companies for which Consolidated Financial Statements would be required.

• The Company is not required to maintain cost records as specified by the Central Government
under subsection (1) of section 148 of the Companies Act. 2013

41. ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Bankers. Registrar and Transfer Agent, and other
valued customers for their continued business relationship and look forward to their ongoing
support

Your Directors acknowledge the guidance and support received from the Ministry of Corporate
Affairs and Securities and Exchange Board of India during the year and anticipate their continued
cooperation in the future. Your Directors also extend their appreciation to the shareholders. Stock
Exchanges and Depositories for their unwavering support and cooperation.

Your Directors place on record their sincere appreciation for the dedicated efforts of all employees
who have extended their full support in implementing various growth initiatives for the Company.

On behalf of the Board of Directors

Sd/- Sd/-

Nitin Kumar Mathur Srinivas Pagadala
Whole-time director Director

DIN: 06451862 DIN: 02669528

Place: Hyderabad
Date: September 04. 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd (Thirty Third) Annual Report, together with the
audited financial statements of the Company for the year ended March 31,2024.

1. FINANCIAL SUMMARY & HIGHLIGHTS:

In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as “the
Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as the “Listing Regulations”), the Company have prepared its
Standalone Financial Statements as per Indian Accounting Standards (“IND AS”) for the
Financial Year 2023-24 and the financial highlights are as summarized below:

Rs. In Lakhs

Particulars		2023-24	2022-23
I. Revenue from operations		0.00	0.00
II.	Other Income	3.43	0.00
III.	Total Income (I II)	3.43	0.00
IV.	Expenses
Employee Benefit Expenses		0.90	0.00
Finance Cost		18.29	0.00
Other Operating Expenses		20.18	23.29
Depreciation and Amortisation Expenses		23.70	0.00
Total Expenses (IV)		63.07	23.29
V.	Profit/(Loss) Before Exceptional Items and Tax (III-IV)	-59.65	-23.29
VI.	Exceptional Items	0.00	0.00
VII.	Profit/(Loss) Before Tax (V-VI)	-59.65	-23.29
VIII.	Tax Expenses	0.00	0.00
IX.	Profit/(Loss) for the period/year after tax (VII - VIII)	-59.65	-23.29
X.	Total Other Comprehensive Income	0.00	0.00
XI.	Total Comprehensive Income for the year (IX-X)	-59.65	-23.29
XII.	Earnings Per Equity Share of Rs.10/- each (Basic):	-0.24	-0.08

2. FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:

During the year under review, the Company came out IBC and there were no operations of the
Company, and has incurred loss of Rs.59.65 Lakhs against loss of Rs. 23.29 lakhs during the
previous Financial Year 2022-23.

The company has successfully emerged from the Corporate Insolvency Resolution Process
(CIRP) with the resolution applicants taking over its management. Currently, efforts are
underway to revoke the suspension of the company''s shares on the Bombay Stock Exchange
(BSE). The newly appointed management team is actively exploring opportunities to launch
new business ventures and attract additional funding through strategic investors. These
initiatives aim to revitalize the company''s operations and ensure its long-term growth and
stability.

3. PERFORMANCE AND FUTURE OUTLOOK:

Following its emergence from the Corporate Insolvency Resolution Process (CIRP) and the
successful takeover by the resolution applicants, the company has shown promising signs of
recovery. The revocation of its suspension on the Bombay Stock Exchange (BSE) is underway,
signalling a positive shift in market confidence. The newly appointed management has been
proactive in exploring new business opportunities and securing additional funds through
strategic investors. These efforts are expected to bolster the company''s performance,
ensuring steady operations and growth. Looking ahead, the company''s future outlook appears
optimistic as it leverages fresh capital and strategic partnerships to navigate new business
landscapes, aiming for sustained profitability and market expansion.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the
nature of Business.

5. RESERVES

During the year your Company has not transferred any amount to General Reserve Account
on account of losses.

6. DIVIDEND

The Directors have decided not to recommend dividend for the year.

7. UNPAID / UNCLAIMED DIVIDEND

There is no amount of dividend lying the unpaid or unclaimed dividend account of the
Company.

8. SHARE CAPITAL

Authorized Share Capital: During the year under review, there was no change in authorized
share capital of the Company. Authorized share capital of the company as on March 31,2024
was Rs.34,00,00,000, comprising of 3,40,00,000 equity shares of Rs.10 each.

Paid-up Share Capital: As per the Corporate Insolvency Resolution Process (CIRP) scheme,
the company''s paid-up share capital underwent significant restructuring. The promoters''
entire stake and 97.5% of the public''s holdings were reduced, resulting in a remaining 615,316
equity shares held by the public. In alignment with the scheme, the company issued 8 million
new equity shares during this period. This strategic move not only restructured the equity base
but also aimed to stabilize the company''s financial foundation and pave the way for future
growth and investment opportunities. Paid up share capital of the company as on March 31,
2024 was Rs.86,153,160 comprising of 8,615,316 equity shares of Rs.10/- each.

Sweat Equity shares: The Company has not issued any sweat equity shares during the
financial year under review.

Buy back of Shares: During the year under review, the Company has not made any offer to
buy back its shares.

9. ISSUE OF SHARES

As per the Corporate Insolvency Resolution Process (CIRP) scheme, the successful resolution
applicants infused the required amount into the company, adhering to the stipulated plan.
Following the capital reduction, these applicants were allotted 8 million equity shares during
the year. This infusion of funds and the subsequent issuance of new shares played a crucial
role in revitalizing the company''s financial structure, enabling it to stabilize operations and
embark on a path of renewed growth and development.

10. DEPOSITS:

The Company has not accepted any deposits during the year which come under the purview
of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or
interest was outstanding as on the date of Balance Sheet.

11. SUBSIDIARY, MATERIAL SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

During the year under review no Company has become or ceased to become its subsidiaries,
joint ventures or associate Company.

12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL:

The Board consists of the following Directors as on date of this report:

#	Name of the Director	Nature of Directorship
1.	Nitin Kumar Mathur	Whole-time Director
2.	Srinivas Pagadala	Non-Executive Director
3.	Lakshmi Sree Kadumuri	Non-Executive Independent Director
4.	Srinivas Gangula Reddy	Non-Executive Independent Director

In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of
the Company as on the date of this report:

#	Name of the KMP	Designation
1.	Lingala Venkatram	Chief Financial Officer

In terms of Regulation 16(1)(d) of the SEBI (LODR) Regulation, 2015, the following are the
Senior Management Personnel (SMPs) of the Company as on date of this report:

#	Name of the SMP	Designation
1.	Lingala Venkatram	Chief Financial Officer

Meetings of the Board & their attendance:

During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times during the year
on August 14, 2023, November 14, 2023, December 07, 2023, January 06, 2024, January 22,
2024, February 14, 2024 and February 22, 2024, the details of which are given in the Corporate
Governance Report attached to this Annual Report in respect of which meetings proper
notices were given and the proceedings were properly recorded. The intervening gap between
any two meetings of the Board of Directors was within the period prescribed under the
Companies Act, 2013.

Policy on Director’s appointment and remuneration and other details:

The Company’s policy on Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided in Section 178(3) and Section 134(3)(e) of the Act.

Board Evaluation:

The Board of Directors conducted an annual evaluation of its own performance, as well as
that of its committees and individual directors, in accordance with the provisions of the
Companies Act and SEBI Listing Regulations. A structured questionnaire, based on the
guidance note on Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017, was developed. This questionnaire took into account various aspects of the

Board’s functioning, including its composition, culture, execution, performance of specific
duties, obligations, and governance. The evaluation process aimed to ensure the
effectiveness of the Board in fulfilling its responsibilities.

In a separate meeting of Independent Directors, the performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was assessed,
incorporating feedback from both Executive and Non-Executive Directors. The Nomination
and Remuneration Committee also reviewed the performance of individual directors based
on criteria such as their contribution to board and committee meetings, preparedness, and
constructive input. In the subsequent Board meeting, the performance of the Board, its
committees, and individual directors was further discussed. The entire Board, excluding the
Independent Director being evaluated, participated in the performance evaluation of
Independent Directors, ensuring a comprehensive and balanced assessment process.

13. DETAILS OF COMMITTEES:

Audit Committee - Meetings of Committee & Attendance of Members:

The Audit Committee was constituted by the Board in their meeting held on August 14, 2023.
The Committee’s composition meets with requirements of Section 177 of the Companies Act,
2013 and Regulation 18 of the Listing Regulations, 2015.

Members of the Audit Committee possess financial / accounting expertise / exposure. The
purpose of this Committee is to ensure the objectivity, credibility and correctness of the
Company’s financial reporting and disclosures process, internal controls, risk management
policies and processes, tax policies, compliance and legal requirements and associated
matters. The Audit Committee consists of the following members as on date of this report.

#	Name of the Director	Nature of Directorship	Designation
1.	Lakshmi Sree Kadumuri	Non-Executive Independent Director	Chairperson
2.	Srinivas Pagadala	Non-Executive Director	Member
3.	Srinivas Gangula Reddy	Non-Executive Independent Director	Member

All the recommendations made by the Audit Committee during the year had been accepted
by the Board.

During the year 5 (Five) Audit Committee Meetings were conducted on August 14, 2023,
November 14, 2023, January 06, 2024, January 22, 2024 and February 14, 2024 in respect of
which proper notices were given and the proceedings were properly recorded. The terms of
reference of the Audit Committee and details of their meetings are provided in the Corporate
Governance Report forming part of this report.

Nomination and Remuneration Committee - Meetings of Committee & Attendance of
Members:

The Nomination & Remuneration Committee was constituted by the Board w.e.f August 14,
2023. The Nomination and remuneration Committee consists of the following members as on
date of this Report:

#	Name of the Director	Nature of Directorship	Designation
1.	Lakshmi Sree Kadumuri	Non-Executive Independent Director	Chairperson
2.	Srinivas Pagadala	Non-Executive Director	Member
3.	Srinivas Gangula Reddy	Non-Executive Independent Director	Member

The performance evaluation criteria for independent directors & KMP’s are determined by the
Nomination and Remuneration Committee. An indicative list of factors on which evaluation
was carried out includes participation and contribution by a Director, commitment, effective
deployment of knowledge and expertise, integrity and maintenance of confidentiality and
independence of behaviour and judgment.

The Remuneration policy of the Company on Directors appointment and remuneration,
including the criteria for determining qualifications as per the policy of the Company.

During the year 2 (Two) meeting were conducted on August 14, 2023 and February 22, 2024 in
respect of which proper notice was given and the proceedings were properly recorded. The
terms of reference of the Nomination & Remuneration Committee and details of their
meetings are provided in the Corporate Governance Report forming part of this report.

Stakeholder Relationship Committee - Meetings of Committee & Attendance of
Members:

The Stakeholder Relationship Committee was constituted by the Board w.e.f August 14, 2023.
The Stakeholder Relationship Committee consists of the following members as on date of this
Report:

#	Name of the Director	Nature of Directorship	Designation
1.	Lakshmi Sree Kadumuri	Non-Executive Independent Director	Chairperson
2.	Srinivas Pagadala	Non-Executive Director	Member
3.	Srinivas Gangula Reddy	Non-Executive Independent Director	Member

During the year 2 (Two) meeting were conducted on January 06, 2024 and January 22, 2024 in
respect of which proper notice was given and the proceedings were properly recorded. The
terms of reference of the Nomination & Remuneration Committee and details of their
meetings are provided in the Corporate Governance Report forming part of this report.

14. ANNUAL RETURN:

The draft annual return as provided under sub-section (3) of Section 92 as at 31st March, 2024
is required to place on the Company’s website. Due to the upgradation of company website
the copy will be placed before the members at the AGM.

15. CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the
CSR to a Company i.e. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover
of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore
or more. As the Company does not fall under any of the threshold limits given above, the
provisions of section 135 are not applicable to the Company.

16. REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT:

The Board of Directors of the Company has not revised the Financial Statements and Board’s
report of the financial year under review.

17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:

The Company has not given loans, Guarantees or made any investments during the year which
attracts the provisions of Section 186 of the Companies Act, 2013.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into contracts with related parties during the year under review,
which falls under the purview of Section 188 of the Companies Act, 2013 and the details of
these transactions with related parties in form AOC-2 is attached as Annexure-1.

19. 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:

There is no material changes occurred in the Company after the end of the Financial Year and
as on date of the Board Report, which will affect the financial position of the Company.

20. PARTICULARS OF EMPLOYEES:

With reference to Section 136(1) this annual report is circulated without the statement
pertaining to disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining
such information may right to the Company or email at [email protected].

The information required under Section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way
of Annexure 2 to this Report.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information in accordance with the provisions of Section 134 of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

During the year under review, there were no operations and hence, requirement of disclosure
of particulars with respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo doesn’t arise.

Rs. In Lakhs

Particulars	Current Year (2023-24)	Previous Year (2022-23)
Foreign Exchange Earnings	0.00	0.00
Foreign Exchange Outgo	0.00	0.00

22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount
which remained unpaid or unclaimed for a period of seven years which is to be transferred by
the Company, from time to time on due dates, to the Investor Education and Protection Fund.

23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A separate section on Corporate Governance practices followed by the Company, together
with a certificate from a Practising Company Secretary confirming its compliance, is annexed
as Annexure 3, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of
the Listing Regulations, a Management Discussion and Analysis Report forms part of this
Annual Report.

24. SEGMENT REPORTING:

The company was undergoing the Corporate Insolvency Resolution Process (CIRP) and did
not have any operational activities. As a result, there was no segment reporting for this period.
The absence of active business operations during the insolvency process rendered segment
reporting unnecessary for the year.

25. STATUTORY AUDITORS:

Appointment:

M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S) were appointed
as the Statutory Auditors of the Company at the 32^nd Annual General Meeting held on
December 30, 2023 to hold office for a period of 5 years till the conclusion of 37^th Annual
General Meeting of the Company to be held in Year 2028. There are no explanations and
comments required to be given by the Board as the auditor’s report given by auditors of the
Company doesn’t contain any qualification, reservation or adverse remarks.

Report:

During the year under review, the statutory auditors has not reported to the Board, under sub¬
section (12) of section 143 of the Companies Act, 2013 any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be
mentioned in the Board’s report.

26. SECRETARIAL AUDITOR’S REPORT:

Ms. Arpita Pareek, of Arpita & Associates, Practicing Company Secretary was appointed as
the Secretarial Auditor of the Company for the Financial Year 2023-24, who had conducted
the Secretarial Audit of the Company for the year ended March 31,2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 under the Act, as
“Annexure 4”.

The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March
31,2024 on the Compliances according to the provisions of Section 204 of the Companies Act
2013, and the comments of Board on observations in the Secretarial Audit Report are detailed
below:

#	Regulation	Non-Compliance	Comments
1.	Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements), 2015	The company doesn’t have a functional website.	The company has initiated with renovation of Website of the Company.
2.	BSE has suspended trading of equity shares of the Company vide its notice no. 20170807 dated 07th August 2017.	Suspended due to Procedural reasons	The Company has initiated the process of revocation of suspension of trading.

27. INTERNAL AUDITORS:

M/s SMG & Associates, Chartered Accountants, were appointed as Internal Auditors of the
Company for conducting the Internal Audit functions for the year ended March 31, 2024.
Further M/s SMG & Associates, Chartered Accountants were also re-appointed as Internal
Auditors of the Company for conducting the Internal Audit functions for the year ended March
31,2025 & 2026 in the Board meeting held on May 30, 2024.

28. COST AUDIT:

Section 148 of the Companies Act, 2013 read with the rules made there under, the provisions
of Cost Audit is not applicable on the Company during the year under review.

29. INTERNAL FINANCIAL CONTROLS:

Your Company has effective internal control and risk mitigation system, which are constantly
assessed and strengthened with new/revised standard operating procedures. The Company’s
internal control system is commensurate with its size, scale and complexities of its
operations. Our management assessed the effectiveness of the Company’s internal control
over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015) as of March 31,2024.

Based on the results of such assessments carried out by Management, no reportable material
weakness or significant deficiencies in the design or operation of internal financial controls
was observed. Nonetheless your Company recognizes that any internal control framework,
no matter how well designed, has inherent limitations and accordingly, regular audits and
review processes ensure that such systems are reinforced on an ongoing basis.

M/s. Gorantla & Co., Chartered Accountants the statutory auditor of the Company have
audited the financial statements included in this annual report and have issued an attestation
report on our internal control over financial reporting (as defined in section 143 of Companies
Act 2013).

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a
statement to the members of the Company in connection with maintenance of books,
records, preparation of Annual Accounts in conformity with the accepted accounting
standards and past practices followed by the Company. Pursuant to the foregoing, and on the
basis of representations received from the Operating Management, and after due enquiry, it
is confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently
and made judgements 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;

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

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
and

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

31. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

Independent Director of the Company has provided declarations under Section 149 (7) of the
Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the
criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and
Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company’s operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company are also made to the Directors.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director
about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2023-24 are also disclosed on the
Company’s website.

33. DISCLOSURE UNDER SECRETARIAL STANDARD-1 (SS-1):

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10)
of Section 118 of Companies Act, 2013.

As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is
in compliance of applicable Secretarial Standards.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The details of Sexual Harassment Complaints received and their treatment during the year are
as follows:

1. Number of Complaints of sexual harassment received in the year: Nil

2. Number of complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: N.A

4. No. of workshops or awareness programme against sexual harassment carried out: None

5. Nature of action taken by the employer or District officer: N.A

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

On December 04, 2023, the Honorable NCLT Hyderabad passed Order 1717/2023, marking
the successful implementation of the resolution plan. This significant and material order
formalized the company’s exit from the CIRP, allowing it to transition into a new phase of
operations and growth under the guidance of the newly appointed Board.

Except these, the Company has not received any significant order, demand or notice from any
Regulatory Authority, Courts or tribunals impacting the going concern status and operations
of the Company in future.

36. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit
Committee.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the
top 1000 listed entities based on market capitalization, shall include a Business
Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social and
Governance (ESG) disclosures along with assurance Business Responsibility and
Sustainability Report core for their value chain.

The Business Responsibility and Sustainability Report is not applicable for the Company
during the year.

38. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.

39. WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION/ POLICIES OF THE COMPANY:

The Company has formulated the following policies and these policies will be placed in
Company website once the website comes live. Website is under construction as per SEBI
(LODR) Regulations:

(a) Archival Policy;

(b) Code of Conduct for Board of Directors and Senior Management;

(c) Policy for determination of materiality of events/ information;

(d) Diversity of Board of Directors Policy;

(e) Policy on Fair Disclosure Code;

(f) Policy on Familiarisation Program for Independent Directors;

(g) Policy for determining Material Subsidiaries;

(h) Code for prohibition of Insider Trading;

(i) Code of practices and procedures for fair disclosure of unpublished price
sensitive information;

(j) Code of conduct to regulate, monitor and report trading by its designated persons
and their immediate relatives;

(k) Policy on materiality of related party transactions and on dealing with related
party transactions and guidelines;

(l) Vigil Mechanism / Whistle Blower Policy;

(m) Corporate Social Responsibility Policy;

(n) Anti- sexual Harassment Policy;

(o) Risk Management Policy;

(p) Nomination and Remuneration Policy;

(q) Policy for the Evaluation of the Performance of the Independent Directors and the
Board of Directors;

(r) Policy on Preservation of Documents;

(s) Policy on Succession Planning; and

(t) Dividend Distribution Policy.

40. SUSPENSION OF TRADING IN EQUITY SHARES:

The Company’s Equity Shares has been suspended for trading due to procedural reasons vide
its notice no. 20170807 dated August 07, 2017 and the Company is process of revoking the
suspension.

41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, Capital Reduction and additional shares issued corporate
actions are filed with the Exchange were done by the Company.

42. CEO/ CFO CERTIFICATION:

The Executive Director and CFO certification of the financial statements for the year 2023-24
is annexed in this Annual Report.

43. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support and co¬
operation of the shareholders, banks, various regulatory and government authorities and for
the valuable contributions made by the employees of the Company.

Date: 20.07.2024 By order of the Board of Directors for

Place: Hyderabad G.R. Cables Limited

Registered Office: Sd/- Sd/-

#301, Madhava Apartments, Hill Colony, Srinivas Pagadala Nitin Kumar Mathur

Khairatabad, Hyderabad - 500004, Director Whole-time Director

Telangana, India, DIN # 02669528 DIN # 06451862

---

Mar 31, 2015

The Directors are pleased to present the 24th Annual Report along with the audited accounts of your Company for the financial year ended March 31, 2015.

The financial highlight is depicted below: (Rs, In Lakhs)

Particulars 2014-15 2013-14

Gross Income 6.82 12.44

Profit Before Interest and Depreciation (19.43) (20.00) Finance Charges 0.00 0.01

Operating Profit/Loss before Depreciation (19.43) (20.01)

Depreciation 8.43 10.01

Profit/Loss for the year (27.86) (30.02)

Review of Operations

During the year under review, your company could not achieve any significant turnover as operations could not be carried due to lack of working capital facilities from the banks and could achieve a turnover of Rs, 06.82 Lakhs for the year ended 31.03.2015 as against Rs, 12.44 Lakhs for the previous year ended 31.03.2014. The company incurred an loss of Rs, 19.43 Lakhs as against an loss of Rs, 20.01 Lakhs in the previous year.

Future Outlook

The management is exploring various options to raise the required funds to make the company operational.

Change in the nature of business

During the year the company has not changed its Business.

Material Changes and Commitments

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the company as at March 31, 2015.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Dividend

In view of accumulated losses, your Directors have not recommended any dividend on Equity Shares for the year under review.

Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Share Capital:

Authorized Share Capital: During the year under review, there was no change in authorized share capital of the Company. Authorized share capital of the company as on March 31, 2015 was Rs, 34,00,00,000, comprising of 3,40,00,000 equity shares of Rs, 10 each.

Paid-up Share Capital: During the year under review, there was no change in paid up share capital of the Company. Paid up share capital of the company as on March 31, 2015 was Rs, 28,89,48,610, comprising of 2,88,94,861 equity shares of Rs, 10 each.

Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

Sonus Shares: The Company has not issued any bonus shares during the year under review.

Employees Stock Option: The Company has not provided any Stock Option Scheme to the employees.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Particulars of Loans, Guarantees or Investments

During the financial year 2014-15 the Company neither has, directly or indirectly, given any loan to its Directors nor extended any guarantee or provided any security in connection with any loan taken by them. Further, the Company has neither given any inter-corporate loan / advance nor made any investments in other companies.

Directors and Key Managerial Personnel

In accordance with the Companies Act, 2013 and the Articles of Association of the Company Mr. G.V.B.R. Reddy, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

Mr. G.V.B.R.Reddy was appointed as Whole-time Director in their Board Meeting held on August 14, 2015, and approval of members will be taken in the Annual general meeting held on 30.09.2015.

Mr. A.Ranganayakulu was appointed by the Board in its Meeting held on October 30, 2014. Dr. S.R.Govinda Rajan, Mr. P.Ramesh Babu and Mr. A.Ranganayakulu Non- Executive Independent Directors of the company are re-appointed as Independent Directors of the Company in the ensuing Annual General meeting in accordance with Section 149 of the Companies Act, 2013 and clause 49 of the listing agreement for a period of five years. The profiles of the reappointed directors are mentioned elsewhere in the report.

Mr. Ch.Renuuka Rao was appointed as Chief Financial Officer of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as per sub-section (6) of Section 149 of the Act.

Familiarization programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

Independent Directors' Meeting

The Independent Directors met on 14.02.2015, without the attendance of Non- independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Directors Responsibility Statement

The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, shall state that-

(i) In the preparation of the accounts for the period ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review.

(iii) 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 fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended 31st March 2015 on a "going concern" basis.

(v) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

Meetings of the Board

During the year 4 (Four) Board Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Remuneration Policy

In compliance to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Nomination and Remuneration Committee has recommended to the Board a Nomination and Remuneration policy with respect to appointment / nomination and remuneration payable for the Directors, Key Managerial Personnel and senior level employees of the Company. The details of policy provided in the Corporate Governance Report which forms part of this Report.

Management Discussion and Analysis

A report on Management Discussion & Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in a separate section forming part of this Annual Report and is enclosed as Annexure -1.

Extract of Annual Return

In accordance with the provisions of Section 134(3(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended as Annexure - II to the Board's Report.

Auditors & Auditors' Report:

M/s. Srinivas P & Associates, Chartered Accountants (Firm Registration No. 006987S), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received letter from M/s. Srinivas P & Associates, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Srinivas P & Associates, Chartered Accountants, as Statutory Auditors of the Company to hold office for a period of three (3) years i.e. from the conclusion of this Annual General Meeting (AGM) till the conclusion of 27th AGM of the Company to be held in the calendar year 2018.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3 & 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed M/s. B S S & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-2015 is annexed, which forms part of this report as Annexure - III.

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in their reports

The Secretarial Auditor's Report contains the qualifications, reservation or adverse remarks pertaining to non compliance of Section 203 of the Companies Act, 2013 in respect of appointment of Company Secretary as Key Managerial Person and delay in appointing Independent director/ pending of forms to be filed with Registrar of Companies and Stock Exchange. The Board has made utmost effort for appointment of the Company Secretary as Key Managerial Person but has not been able to appoint a Company secretary due to lack of suitability of the candidate to the profile of the Company in terms of Job profile and remuneration. Company is in the process of filing various e-forms/reports/documents with Registrar of Companies and stock exchange.

Internal Financial control system and their adequacy:

The Company has a well-established system of internal control in operations which complies with the relevant provisions of 'Internal Control' under the Company's Auditor's Report Order 2003 and as prescribed under revised Clause 49 of the Listing Agreement with Stock Exchanges. Internal Audit department put in place and adequate controls are continuously reviewed and risks of inaccurate financial reporting and fraud, if any, are dealt with immediately and eliminated. The status of implementation of recommended solutions are regularly reviewed and presented to the Audit Committee of the Board.

Risk Management

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Vigil Mechanism /Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board has adopted Whistle Blower Policy. This policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. The policy also provided adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

Your Company hereby affirms that during the year no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaints were received.

Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report since the company is not paying any remuneration to the Managing Directors, Whole time directors and other independent directors during the year.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) networth of the Company to be Rs, 500 crore or more; or (b) turnover of the company to be Rs, 1,000 crore or more; or (c) net profit of the company to be Rs, 5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.

Information on Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and outgo

Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 3 of Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is appended hereto as Annexure - V and forms part of the Board's Report.

Corporate Governance

A separate report on Corporate Governance Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Composition of Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

Particulars of Contracts & Arrangements with Related Parties

There were no materially significant transactions with Related Parties during the financial year 2014-15

Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" notified by the Government of India vide Gazette Notification dated 23rd April, 2013. There was no case of sexual harassment reported during the year under review.

Depository system

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE769B01010.

Human Resources

The company believes that the quality of its employees is the key to its success in the long run and is committed to provide necessary human resource development and training opportunity to equip them with skills, which would enable them to adapt contemporary technological advances.

Acknowledgements

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, Customers and bankers including vendors, suppliers, stake holders and the dedicated employees of the company for their continued cooperation, assistance and support to the company.

For and on behalf of the Board of Directors of

G.R.Cables Limited

Place: Hyderabad G.R. Reddy G.V.B.R.Reddy

Date : 14.08.2015 Managing Director Whole-time Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Statements of accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS (Rs. in Lakhs) For the Year For the Year ITEM Ended 31.03.13 Ended 31.03.12 (12 months) (12 months)

Sales & Other Income 8.64 9.71

Profit/Loss before interest & Depreciation (19.47) (19.63)

Interest 0.048 0.04

Operating Profit/Loss before Depreciation (19.52) (19.67)

Depreciation 145.37 145.60

Profit/Loss for the year (164.89) (165.27)

REVIEW OF OPERATIONS.

During the year under review, your company could not achieve any significant turnover as operations could not be carried due to lack of working capital facilities from the banks and could achieve a turnover of Rs. 8.64 Lakhs for the year ended 31.035013 as against Rs.9.71 Lakhs for the previous year ended 31.03.2012.The company incurred an loss of Rs.19.52 Lakhs as against an loss of Rs. 19.67 Lakhs in the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report

PUBLIC DEPOSITS

The company has not accepted any Deposit from pubiic within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under.

CONSOLIDATED FINACIAL STATAEMENTS

As prescribed by Accounting Standarrds-21 issued by the Institute of Charted Accountants of India the Audited Consolidated Financial Statements are annexed

DIRECTORS

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of he Articles of Association of the Company Sri G.V.B.R Reddy, Executive Director and Sri.P. Ramesh Babu, Director of the company retires by rotation at the ensuing Annual General Meeting and beingeftgible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the period ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review.

(iii) The Directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended31stMarch 2013 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signfied their wllingness to accept appointment and have further confirmed their eligibility under Section 224 (l-B)of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Reports Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules

acknoWLedgments

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, the Bharat Sanchar Nigam Limited, our main customer, mtnl, NPDCL, EPDGL, CPDCL, SPDC and Transco, Government of Andhra pport, guid Bank of the company for their continued cooperation, assistance and support to the company.



FOR AND BEHALF OF THE BOARD

For G.R.Cables Limited

Place:Hyderabadd G.R.REDDY)

Date: 12.07.2013 Chairman & Managing Director

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Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Statements of accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS (Rs.in Lakhs)

For the Year For the Period ITEM Ended 31.03.11 Ended 31.03.10 (12 months) (6 months)

Sales & Other Income 5.99 14.46

Profit/Loss before interest, (183.56) (34.86) Depreciation & Exceptional items

Interest 3.48 26.42

Operating Profit/(Loss) before

Depreciation & Exceptional items (187.04) (61.28)

Depreciation 148.64 67.70

Exceptional Items Cr / (Dr) 161.04 (3.93)

Profit/(Loss) for the year (174.64) (132.91)

REVIEW OF OPERATIONS

During the year under review, your company could not achieve significant turnover as operations could not be carried due to lack of working Capital facilities from the banks and could achieve a turnover of Rs 5.99 Lakhs for the year ended 31.03.2011 as against Rs. 14.46 Lakhs for previous year ended 31.03.2010. The Company incurred an operating loss of Rs.187.04 lacs against an operating loss of Rs.61.28 lacs for the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G V B R Reddy, Executive Director and Sri.P.Ramesh Babu Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year ended 31 st March 2011 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OF TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the large number of shareholders of the Company, the Government of India, the Bhart Snachar Nigam Limited, our maincustomer, MTNL,PDCL, EPDCL, CPDCL,SPDC and Transco, Government of Andhra Pradesh, Bank of Baroda, State Bank of Hyderabad, State Bank of Travancore for their support, guidance and help. It thanks the vendors, suppliers, stake holders and the dedicated employees of the company for their continued cooperation, assistance and support to the company.

FOR AND ON BEHALF OF THE BOARD For GR. Cables Limited

(GR.REDDY) hairman & Managing Director

Place: Hyderabad , Date : 05.09.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Statements of accounts of the Company for the period ended 31st March 2010

FINANCIAL RESULTS (Rs.in Lakhs)

For the Period For the Year ITEM Ended 31.03.10 Ended 30.09.09 (6 months) (12 months)

Sales & Other Income 14.46 15.72

Profit/Loss before interest, Depreciation & Exceptional items (13.59) (87.31)

Interest 26.42 61.27

Operating Profit/Loss before Depreciations Exceptional items (40.01) (148.58)

Depreciation & ammortisation 67.70 164.97

Exceptional Items 21.26 622.55

Profit/Loss for the year (128.98) (936.10)

REVIEW OF OPERATIONS

Your company closed annual accounts on 31.03.2010 for the year 2009-10 for six months period in order to maintain the uniformity with financial year closing.

During the period under review, your company could not achieve the significant turnover as operations could not carried due to lack of working Capital facilities from the banks and made a little turnover of Rs 14.46 Lakhs as against Rs. 15.72 Lakhs for the previous year ended 30.09.2009.lt made a Loss of Rs.128.98 Lakhs as against loss of Rs 936.10 Lakhs in the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act, 1956 and Rules made thereunder.

DIRECTORS

During the period under review, Mr. Y J Venkat Rao, resigned as s director of the Company w.e.f 12.03.2010

In accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G.R Reddy, Managing director and Dr.S R Govinda Rajan, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the period ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing fraud and other irregularities.

(iv) The Directors have prepared the accounts for the period ended 31 st March 2010 on a "going concern" basis.

AUDITORS

M/s. Srinivas P and Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARS OFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the shareholders of the Company, the Government of India, Customers, Bankers, Employees and other stake holders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD For G.R. Cables Limited

Place: Hyderabad (G.R.REDDY)

Date : 03.12.2010 Chairman & Managing Director

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Sep 30, 2009

The Directors have pleasure in presenting the Eighteenth Annual Report and Audited Statements of accounts crfihe Company for the year ended 30th September 2009

FINANCIAL RESULTS (Rs.in Lakhs) For the Year For the Period ITEM Ended 30.09.09 Ended 30.09.08 (12months) (12 months)

Sales & Other Income 15.72 221.65

Profit/Loss before Interest, Dep & Exceptional Items (87.31) (70.85)

Interest 61.27 67.38

Profit/Loss before Dep & Exceptional Items (148.58) (138.23)

Depreciation and ammortisations 164.97 188.52

Profit/Loss (313.55) (326.75)

Exceptional Items 622.55 376.26

Profit/Loss for the year (936.10) (703.01)



REVIEW OF OPERATIONS

During the year under review the Company could not achieve satisfactory operations due to paucity of working capital. The Company achieved a turnover of Rs. 15.72 lakhs as against Rs. 221.65 lakhs for the previous year and posted a net loss of Rs. 936.10 lakhs as against Rs. 703.01 lakhs for the previous year.

A detail analysis of future outlook and financial performance of the company is given in the management and analysis report which is elsewhere given in this report.

PUBLIC DEPOSITS

The company has not accepted any Deposit from public within the meaning of Section 58-A of the Companies Act 1956 and Rules made thereunder.

DIRECTORS

in accordance with the Section 256 of the Companies Act, 1956 read with the Article 102 of the Articles of Association of the Company Sri G.V.B.R Reddy, Executive director and Sri P.Ramesh babu, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offer him-self for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that

(i) In the preparation of the accounts for the year ended 30th September 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and Loss of the company for the year under review. *

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing fraud and other irregularities.

(iv) The Directors have prepared the accounts for the year ended 30th September 2009 on a "going concern" basis.

AUDITORS

M/s. Srinivas P & Associates, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. Who have signified their willingness to accept appointment and have further confirmed their eligibility under Section 224 (1 -B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to the Clause 49 of the Listing Agreement with Stock Exchange, the Management Discussion and Analysis Report, Report on Corporate Governance and Auditors Certificate regarding the Compliance of conditions of the Corporate Governance are made part of this Annual Report.

PARTICULARSOFTECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 217(i) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given by way of an Annexure-1 which forms part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to the furnished pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the relevant rules thereunder.

ACKNOWLEDGMENTS

Your Directors are grateful to the shareholders of the Company, the Government of India, Customers, Bankers, Employees and other stake holders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD For G.R. Cables Limited Place : Hyderabad (GLR.REDDY) Date : 04.12.2009 Chairman & Managing Director