Directors Report of Marco Cables & Conductors Ltd.

Mar 31, 2025

The Board of Directors of the Company have great pleasure in presenting the 36^th Board''s Report of the
Company together with Audited Financial Results for the year ended March 31, 2025. This report states
compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is
summarized as follows:

(Amount in lakhs)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	11,140.65	7164.97
Other Income	26.12	42.53
Total Income	11,166.77	7207.51
Direct & other related expenses	9017.35	5733.44
Employee Benefit Expenses	236.86	97.53
Financial Cost	632.65	596.69
Depreciation and amortisation expenses	51.46	46.93
Other Expenses	521.17	302.45
Total Expenses	10,459.97	6777.04
Profit/(Loss) before Tax	706.80	430.47
Add: Exceptional items	-	-
Profit/(Loss) before Tax	706.80	430.47
Provision for Taxation (Net)	(187.25)	(126.82)
Profit/(Loss) after tax	519.54	303.65
Other Comprehensive income for the financial year	-	-
Total Comprehensive income/(loss) for the financial year	519.54	303.65
Earnings per Equity Share (t) - Face value of 10/- each	2.78	1.74

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

Our Company is engaged in the business of manufacturing and selling of wires, cables wires and
conductors in India, with an operating history of over 35 years in power cable industry in India. We
commenced our operations with manufacturing of wires (with aluminium / copper conductor), XLPE
/PVC cables, Aerial Bunched Cables, subsequently we included AAAC (All Aluminium Alloy Conductor)
and ACSR (Aluminium Conductor Steel Reinforced) Conductors and had made our presence in the
industry. We have been manufacturing XLPE, PVC & Aerial Bunched Cables for last 3 decades. Recently,
we have started ACSR - Aluminium Conductor Steel Reinforced, AAAC - All Aluminium Alloy Conductor,
ABC - (Aerial Bunched Cable) for distribution & transmission power lines.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 11,166.77 Lakhs for the
year ended March 31, 2025 as against Rs. 7207.51 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 706.80 Lakhs for the year ended March 31, 2025 as
compared to Rs. 430.47 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 519.54 Lakhs as
compared to Rs. 303.65 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

During the year, your directors do not recommend any Dividend for the year ended March 31, 2025 to
conserve resources and profit for future growth prospective of Company.

In Financial year 2024-25 the reserve maintained with the Company is Rs. 1,347.88 lakhs while in the
year 2023-24 reserve was Rs. 828.34 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

There is no change in the status of the Company during the year under review.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS
REPORT:

There have no material changes and commitments affecting the financial position of the Company which
have occurred between the date of the Balance Sheet and the date of this Report.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from
time to time, during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31,
2025.

8. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

There is no Change in the Authorized Share Capital of the company during the year under review.

The Authorized Share Capital of the Company as on March 31, 2025 is Rs 25,00,00,000/- divided into
2,50,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

There is no Change in the paid-up capital of the company during the year under review.

As on March 31, 2025, the paid-up capital was Rs 18,69,90,000/- divided into 1,86,99,000 shares of Rs
10/- each.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

As on March 31, 2025 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company’s shares are listed on NSE EMERGE platform with ISIN INE0QP001012 & NSE Symbol:
MARCO.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on
March 31, 2025 were as follows:

Sr. No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
1.	Sumit Sugnomal Kukreja	Chairman and Managing Director	No Change	11/07/2023
2.	Sugnomal Mangandas Kukreja	Whole-Time Director	No Change	11/07/2023
3.	Komal Sumit Kukreja	Non-Executive, Director	No Change	25/04/2023
4.	Ajay Vijay Singh	Non-Executive, Independent Director	No Change	11/07/2023
5.	Giriraj Bhutra	Non-Executive, Independent Director	No Change	11/07/2023
6.	Rohit Ranjeet Bafna	Additional Non¬ Executive, Independent Director	Appointment	12/03/2025

Sr. No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
7.	Madan Gurmukhdas Mulchandani	Chief Financial Officer	No Change	19/06/2023
8.	Priyanka Vinod Patil	Company Secretary & Compliance Officer	No Change	12/06/2023

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company
has received individual declarations from all the Independent Directors confirming that they fulfil the
criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who
are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform
the test within time limit stipulated under the act. The Company has received declarations from all
Independent Directors of the Company confirming that they continue to meet the criteria of
Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 8 times during the financial year ended March 31, 2025 in accordance with
the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between
two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per
Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the
Company actively participated in the meetings and contributed valuable inputs on the matters brought
before the Board of Directors from time to time.

14. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions of
applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Ajay Vijay Singh	Chairman
2.	Rohit Ranjeet Bafna	Member
3.	Sumit Sugnomal Kukreja	Member

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by
the Board.

Further the Committee members met 5 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of
section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Komal Sumit Kukreja	Chairman
2.	Ajay Vijay Singh	Member
3.	Rohit Ranjeet Bafna	Member

Further the Committee members met 1 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section
177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Ajay Vijay Singh	Chairman
2.	Rohit Ranjeet Bafna	Member
3.	Sugnomal Mangandas Kukreja	Member

Further the Committee members met 1 time during the year for conducting the Meeting.
Shareholders Meeting:

Sr. No.	Particulars of agenda	Type of Meeting	Meeting Date
1	a) Adoption of Audited Standalone Financial Statements b) Appointment of Komal Sumit Kukreja (DIN: 10118579) As Non-Executive Director, liable to retire by rotation. c) Appointment of Statutory Auditor. d) Approval of Charges for service of documents on the shareholders	AGM	25-09-2024

15. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications,
professional experience and knowledge of the Board members necessary for achieving sustainable and

balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee
shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on
the Board of Directors of the Company and persons in the Senior Management of the Company, their
remuneration including determination of qualifications, positive attributes, independence of directors
and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory
modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad
guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual
directors including the chairperson and the Independent Directors. The aforesaid Nomination and
Remuneration Policy has been uploaded on the website of your Company www.marcocables.com.

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of NSE., the provisions of Corporate Governance are
not applicable on the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies
to enable them to familiarize with the Company’s procedures and practices, the website link is
www.marcocables.com.

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the performance of Board, its Committees and Individual
Director including Independent Directors. The questionnaires were prepared after taking into
consideration the various facets related to working of Board, its committee and roles and
responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors including Independent Directors on the basis of the criteria and
framework adopted by the Board. Further, the performance of Board as a whole and committees were
evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The
Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of
Independent Directors, the performance of Non-Independent Directors, performance of Board as a
whole and performance of the Chairman was evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or unacceptable business
practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also
used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind of unfair treatment or victimization. The
Whistle Blower Policy is disclosed on the website of the Company at www.marcocables.com.

20. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for
the Company. The Audit Committee has additional oversight in the area of financial risk and controls.

Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on continuing basis.

21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013
are given in the Note to the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm’s
length basis and in the ordinary course of business. No materially significant related party transactions
which required the approval of members, were entered into by the Company during the Period under
review. Further, all related party transactions entered by the Company are placed before the Audit
Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as
referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the
Form No. AOC-2 are annexed and marked as Annexure - A.

24. AUDITORS:

STATUTORY AUDITORS

M/s Jay Gupta & Associates, Chartered Accountants, (Firm Registration No. 329001E)) were appointed
as the statutory auditors of the Company at the 35^th Annual General Meeting of the Company for a term
of five consecutive years i.e. from F.Y. 2024- 25 to 2028-29, who shall hold office till the conclusion of
the 40^th Annual General Meeting to be held in the year 2029, in terms of provisions of section 139 of the
Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial
year ended March 31, 2025, which forms part of this Report. Also, there is no qualifications,
reservations or adverse remarks made by M/s Jay Gupta & Associates Statutory Auditor of Company in
their Audit Report for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip
Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the
year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to
this report marked as Annexure B and forms part of this report.

INTERNAL AUDITORS

During the year under review, M/s Kukreja & Associates, Chartered Accountants, (FRN - 133492W) had
been appointment as Internal Auditor of the Company for F.Y. 2024-25.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of
fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies
Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call
for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in the Secretarial Auditor'' report.

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March 2025 is
available on the Company’s website www.marcocables.com.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as
Annexure - C.

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

(A) CONSERVATION OF ENERGY: The Company has been continuously making efforts to reduce
energy consumption. The management is striving to achieve cost reduction by economical usage of
energy.

(i) The steps taken or impact on conservation of energy: The Company has been continuously making
efforts to reduce energy consumption and the management is striving to achieve cost reduction by
economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy: As the Company needs
only minimum level of energy, it has not looked into an alternative source of energy.

(iii) The capital investment on energy conservation equipment: The company have installed 217 KW
capacity solar power system at our factory.

(B) TECHNOLOGY ABSORPTION: The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO: The company has not earned any foreign
exchange, however due to foreign purchases of the company, foreign outgo is $14,17,515.46 and
1,183.30 (^ in lakhs).

28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in this Report as Annexure D which forms part of this Report.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits
of the society, by contributing to the social, economic and environmental development of the society at
large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of latest Audited financial
Result as on 31st March, 2025, Hence the Company is required to adopt the CSR Policy or constitute CSR
Committee in the financial year 2025-26.

Accordingly, the Board of Directors in their meeting held on Tuesday, September 02, 2025, has
constituted the Corporate Social Responsibility Committee of the Company as per the above provisions
of the Companies Act, 2013. The composition of Committee is as follow:

Sr. No.	Name	Designation
1.	Sumit Sugnomal Kukreja	Chairman
2.	Sugnomal Mangandas Kukreja	Member
3.	Ajay Vijay Singh	Member

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act
(as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
www.marcocables.com.

Since the Provisions of Section 135 of Companies Act, 2013 is applicable on the basis of latest Audited
financial Result as on 31^st March, 2025, the Company will comply with all the compliances and spent the
required amount in CSR activities from F.Y. 2025-26. Further the Annual Report on CSR activities
forming part of this Report is attached as Annexure - E.

30. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The
Directors of your Company wish to place on record their appreciation for the excellent team spirit and
dedication displayed by the employees of the Company.

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

The Company is committed to provide a safe and conducive work environment to its employees. There
exist at the group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is
strongly opposed to sexual harassment and employees are made aware about the consequences of such
acts and about the constitution of ICC. During the year under review, no complaints were filed with the
Committee under the provisions of the said Act in relation to the workplace/s of the Company.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

33. MAINTENANCE OF COST RECORD:

Pursuant to MSME classification limit as approved in the union budget 2025 and the exemption
provided under the Micro, Small and Medium Enterprises Development Act, 2006 read with the rules
mentioned thereunder, any company classifying as medium enterprise having investment in plant and
machinery or equipment not exceeding 125 crore and annual turnover not exceeding 500 crores are not
required to maintain the cost records. Hence, the company falls under the exemption and company is
not required to comply the same.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements.
During the year under review, such controls were tested and no reportable material weakness in the
design or operation was observed.

35. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website at www.marcocables.com.

36. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and
Bankruptcy Code 2016.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (''the Act’), with respect to Directors Responsibility
Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025
and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a
going concern basis following applicable accounting standards and that no material departures
have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related
to these financial statements have been made on a prudent and reasonable basis, so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2025, and, of the profits
and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that
such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board
Marco Cables & Conductors Limited

Sd/- Sd/-

Sumit Sugnomal Kukreja Sugnomal Mangandas Kukreja

Managing Director Whole-Time Director

DIN:00254625 DIN:00254773

Date: 02-09-2025
Place: Thane

---

Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 35^th Board''s Report of the Company together with Audited Financial Results for the year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2024 is summarized as follows:

		Amount in lakhs)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	7164.97	5676.79
Other Income	42.53	16.94
Total Income	7207.51	5693.72
Direct & other related expenses	5733.44	4395.16
Employee Benefit Expenses	97.53	83.92
Financial Cost	596.69	531.52
Depreciation and amortisation expenses	46.93	47.97
Other Expenses	302.45	304.05
Total Expenses	6777.04	5362.62
Profit/(Loss) before Tax	430.47	331.10
Add: Exceptional items	-	63.82
Profit/(Loss) before Tax	430.47	394.92
Provision for Taxation (Net)	(126.82)	(86.66)
Profit/(Loss) after tax	303.65	308.26
Other Comprehensive income for the financial year	-	-
Total Comprehensive income/(loss) for the financial year	-	-
Earnings per Equity Share (?) - Face value of 10/- each	1.74	1.95

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:BUSINESS OVERVIEW

Our Company is engaged in the business of manufacturing and selling of wires, cables wires and conductors in India, with an operating history of over 34 years in power cable industry in India. We commenced our operations with manufacturing of wires (with aluminium / copper conductor), XLPE /PVC cables, Aerial Bunched Cables, subsequently we included AAAC (All Aluminium Alloy Conductor) and ACSR (Aluminium Conductor Steel Reinforced) Conductors and had made our presence in the industry. We have been manufacturing XLPE, PVC & Aerial Bunched Cables for last 3 decades. Recently, we have started ACSR -Aluminium Conductor Steel Reinforced, AAAC - All Aluminium Alloy Conductor, ABC - (Aerial Bunched Cable) for distribution & transmission power lines.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 7207.51 Lakhs for the year ended March 31, 2024 as against Rs. 5693.72 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 430.47 Lakhs for the year ended March 31, 2024 as compared to Rs. 394.92 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 303.65 Lakhs as compared to Rs. 308.26 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

During the year, your directors do not recommend any Dividend for the year ended March 31, 2024 to conserve resources and profit for future growth prospective of Company.

In Financial year 2023-24 the reserve maintained with the Company is Rs. 828.34 lakhs while in the year 202223 reserve was Rs. 1474.66 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2024 to Reserves and Surplus.

4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

Pursuant to Special Resolution passed at Extra-Ordinary General Meeting held on May 25, 2023. Our Company changed the status of the Company from Private Limited Company to Public Limited Company.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

There have no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

6. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2024.

8. CAPITAL STRUCTURE:INITIAL PUBLIC OFFER

During the year under review, the Company had successfully come out with its maiden SME - IPO (Initial Public Offering). The Public issue consisted of 52,02,000 Equity Shares at price of Rs. 36/- (including a premium of Rs. 26/- Equity Shares) aggregating to Rs. 1,872.72 Lakhs comprising of fresh offer of 26,01,000 equity shares aggregating to ? 936.36 lakhs and an offer for sale of 26,01,000 equity shares by Mr. Sumit Sugnomal Kukreja aggregating to ? 936.36 lakhs which was opened for subscription on September 21, 2023 and closed on September 25, 2023 for all the applicants. The Company received the overwhelming response for the said IPO issue and said shares got listed on the NSE - EMERGE platform on September 28, 2023. Subsequent to completion of IPO, the paid-up share capital of the Company increased to Rs. 18,69,90,000/-

The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have reposed in your Company.

AUTHORIZED SHARE CAPITAL

During the year under review, the authorized share capital was further increased from ? 300.00 Lakhs divided into 30,00,000 Equity Shares of ?10/- each to ?2,500.00 Lakhs divided into 2,50,00,000 Equity Shares of ?10/-each vide shareholders'' resolution dated February 10, 2023.

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 25,00,00,000/- divided into 2,50,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

Share Capital: During the year under review, the Company has increased Paid-up Share capital of Company as per details mentioned below:

Sr.	Date of Allotment	Nature	of	No. of Equity Shares	Cumulative No. of Equity
No.		allotment		allotted	Shares
1.	April 19, 2023	Bonus Issue		1,28,78,400	1,60,98,000
2.	September 26, 2023	IPO		26,01,000	1,86,99,000

As on March 31, 2024, the paid-up capital was Rs 18,69,90,000/- divided into 1,86,99,000 shares of Rs 10/-each.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on March 31, 2024 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

10. LISTING OF SHARES:

The Company''s shares are listed on NSE EMERGE platform with ISIN INE0QP001012 & NSE Symbol: MARCO.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2024 were as follows:

Sr. No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
1.	Sumit Sugnomal Kukreja	Chairman and	Change in	11/07/2023

Sr. No	Name of Director	Designation	Appointment/ Resignation	Date of Appointment/ Cessation/ Change in Designation
		Managing Director	designation
2.	Sugnomal Mangandas Kukreja	Whole-Time Director	Change in designation	11/07/2023
3.	Komal Sumit Kukreja	Non-Executive, Director	Appointment	25/04/2023
4.	Ajay Vijay Singh	Non-Executive, Independent Director	Appointment	11/07/2023
5.	Giriraj Bhutra	Non-Executive, Independent Director	Appointment	11/07/2023
6.	Madan Gurmukhdas Mulchandani	Chief Financial Officer	Appointment	19/06/2023
7.	Priyanka Vinod Patil	Company Secretary & Compliance Officer	Appointment	12/06/2023

12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

13. BOARD AND COMMITTEE MEETING:Number of Board Meetings

The Board of Directors met 14 times during the financial year ended March 31, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

14. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Giriraj Bhutra	Chairman
2.	Ajay Vijay Singh	Member
3.	Sumit Sugnomal Kukreja	Member

All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.

Further the Committee members met 6 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:
Sr. No.	Name	Designation
1.	Komal Sumit Kukreja	Chairman
2.	Ajay Vijay Singh	Member
3.	Giriraj Bhutra	Member
Further the Committee members met 1 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:
Sr. No.	Name	Designation
1.	Ajay Vijay Singh	Chairman
2.	Giriraj Bhutra	Member
3.	Sugnomal Mangandas Kukreja	Member
Further the Committee members met 1 time during the year for conducting the Meeting.

Shareholders Meeting:
Sr. No.	Particulars of agenda	Type Meeting	of	Meeting Date
1	a) Alteration of Object Clause of MOA b) Amendment of Object Clause of MOA and Adoption of MOA as per Companies Act,2013	EGM		17-04-2023

2	a) Appointment of Komal Sumit Kukreja as NonExecutive Non-Independent Director b) Approval for Name Change of the Company c) Alteration in Memorandum and Articles of Association of the Company due to Change in Name	EGM	25-04-2023
3	a) Conversion of the Company from private limited company into public limited company b) Alteration in Memorandum and Articles of Association of the company consequent to conversion of'' company from ''private limited'' to'' public limited'' c) Adoption of new set of articles of association of the company consequent to conversion of'' company from ''private limited'' to'' public limited''	EGM	25-05-2023
4	a) Appointment of Ajay Vijay Singh as non-executive independent director b) Appointment of Giriraj Bhutra as non-executive independent director c) Change in designation of Sumit Sugnomal Kukreja from director to Chairman and Managing Director and Sugnomal Mangandas Kukreja from Director to WholeTime Director d) Appointment of Statutory auditor to fill casual vacancy e) To Authorise for Section 180(1)(a) f) To Authorise for Section 180(1)(c) g) To Authorise for Section 186 h) Approval Of IPO and Offer for Sale	EGM	11-07-2023
5	a) Appointment of Auditor in case of Casual Vacancy from 01-04-2022 To 31-03-2023	EGM	18-07-2023
6	a) Adoption of Annual Accounts of Company for F.Y. 2022-23 b) Appointment of statutory Auditor of Company	AGM	04-08-2023
7	a) Appointment of Auditor in case of Casual Vacancy from 01-04-2023 to 31-03-2024	Postal Ballot	02-02-2024

15. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration

including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.marcocables.com

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on EMERGE platform of NSE., the provisions of Corporate Governance are not applicable on the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is www.marcocables.com

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.marcocables.com

20. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT:

All related party transactions that were entered into during the Period under review, were on arm''s length basis and in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure - A.

24. AUDITORS:STATUTORY AUDITORS

The Shareholders of the Company had appointed M/s Jay Gupta & Associates, Chartered Accountants, (Firm Registration No. 329001E) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/S S.U. Radhakrishnani & Co, Chartered Accountants, (Membership No 031760) to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2024.

Accordingly, as per recommendation of Audit Committee, the Board of Directors in their meeting held on 02^nd September, 2024 has appointed M/ s Jay Gupta & Associates, Chartered Accountants, (Firm Registration No. 329001E) as Statutory Auditor of Company for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29 subject to approval of Shareholders in the Annual General Meeting of Company.

Further Company has received written confirmation to the effect that they are not disqualified from acting as the Statutory Auditors of the Company in the terms of provisions of Section 139 and 141 of the Act and rules framed there under.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure B and forms part of this report.

INTERNAL AUDITORS

During the year under review, M/ s Kukreja & Associates, Chartered Accountants, (FRN - 133492W) had been appointment as Internal Auditor of the Company for F.Y. 2023-24.

AUDITOR''S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditor''s report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors'' Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditor''s Report: There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in the Secretarial Auditor'' report.

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March 2024 is available on the Company''s website www.marcocables.com

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - C.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the Company during the year under review.

28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure D which forms part of this Report.

29. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

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

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaint Committee (''ICC'') constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2024 and accordingly such accounts and records were not required to be maintained.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company''s website www.marcocables.com.

35. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

37. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year

under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2023

The directors are pleased to present their 34th Annual Report and Audited Accounts for the year ended 31st March, 2023.

FINANCIAL RESULTS HIGHLIGHTS:

Your Management is hereby announcing the current results which has been achieved

Particulars	Year Ended 31.03.2023 (Amt in Rs.)	Year Ended 31.03.2022 (Amt in Rs.)
Turnover	66,98,60,904	66,56,37,613
Less : - GST	10,21,82,171	10,15,37,939
Revenue From Operations	56,76,78,732	56,40,99,664
Cost of Material Consumed	39,60,26,453	42,69,96,213
Gross Margin	17,16,52,279	13,71,03,451
Operational Overheads (excluding Int., Dep. & Tax)	8,66,83,578	8,29,19,649
Operational Income (one off)	2,70,381	43,921
Non Operational Overheads (one off)		0
Profit Before Interest, Depreciation and Tax	8,52,3,083	5,42,27,723
Less: Depreciation	47,97,482	41,76,127
Profit Before Interest and Tax	8,04,41,601	5,00,51,596
Less: Interest	4,71,97,923	4,48,02,039
Profit Before Tax and Non Operational Income	3,32,43,678	52,49,557
Add,: Non Operational Income	63,82,045	0
Profit Before Tax	3,96,25,722	52,49,557
Less: Provision for Current Year	-88,00,000	-12,00,000
Add/less : Deferred Tax	0	2,18,631
Profit /Loss for the year	3,08,25,722^	42,68,188

Analysis & Highlights for Financial Year 2022	-23
Particulars	Year Ended 31.03.2023 (Amt In Rs.)
Sales	66,98,60,904
Gross Margin	17,16,52,279
Profit before exceptional items (Pre-Tax)	3,32,43,677
Net Profit (Pre Tax and Interest]	8,68,23,645
Net Profit (Pre Tax )	3,96,25,722

MANAGEMENT DISCUSSION & ANALYSIS /PERFORMACE OF THE COMPANY

The Management is pleased to announce in achieving the similar turnover as of last financial year but was successful in cutting down the cost of goods which resulted in increase in gross margin.

DIRECTORS REPORT

During the year undci consideration, your company has succeeded in increasing the profit margin by reducing cost of goods sold and availing the benefit of price fluctuation of raw material.

We are manufacturer of Cables & Conductors and for that main raw material is Aluminium, which we are purchasing from open market. The prices of Aluminium changed heavily as compare to last year, the average price stand at $2769.50 per MTT (metric tonnes) in 2021-22 and went down to $ 2489.29 per MTT in 2022-23, thereby reporting correction of around 10-11% .

During the year under consideration, your company increased raw material suppliers base & as a result got access to Aluminium which is manufactured by small units who are having their own aluminium rolling mills. Their prices are lower than the prices of primary producers by 7-9%.

Also your Company started buying Aluminium on the basis of MCX pricing method by booking Aluminium at instant price whenever company felt MCX pricing is lower than the pricing of Primary Producers at that particular time, so company got benefit of

-iliac___

So buying Aluminium from these new suppliers & also through MCX Pricing method made your company more competitive and in turn increased profitability of Company.

Your company grab this advantage of reduction in price of raw material & buying raw material (aluminium] from new suppliers thereby successful in reducing the cost by 4-5%.This resulted in increase of Net profit as compared to last financial year.

Your Company had also increase its authorized share capital for 2,20,00,000 shares for the expansion of business , split the face value from Rs.l00/-per share to Rs.10/- per share and issued 325500 equity shares of face value of Rs.10/- each to existing shareholders at premium of Rs, 101/- per share.

for Current financial year Company has taken below steps for growth and expansion of the business of the Company:

1] Converted from Private to Public Limited Company

2] Company has changed its name to Marco Cables & Conductors Limited

3] Company on 19^th April 2023, Issued Bonus shares to existing shareholders by 1:4 thereby increasing Paid up Capital to Rs. 16,09,80,000/-.

4] Also your company is expected to have tremendous growth in sales in Current Financial Year as your Company is having Orders in Hand in excess of Rs. 200 Crores. Majority of these orders are of RDSS projects which are funded by Central Government of India to improve Power Infrastructure of the Country.

CHANGE IN NATURE OF BUSINESS?

There was no change in nature of business of the Company during the financial year 2022-23.

NUMBER OF BOARD MEETINGS:

The Board of Directors has duly complied with the provisions of Section 173 (1) of the Companies Act, 2013 and accordingly, the Board of Directors met Nine (9) times in the financial year 2022-23, details of which arc tabled below:

	SR. NO.	DATE OF MEETING	Board Strength	No. of Directors Present
	1.	April 15, 2022	2	2
	2.	July 08, 2022	2	2

3.	September 21, 2022	2	2
4.	September 22, 2022	2	2
5.	November 10, 2022	2	2
6.	January 18, 2023	2	2
7.	February 25, 2023	2	2
8.	March 02, 2023	2	2
9.	March 21, 2023	2	2

DIVIDEND

The directors are of the opinion & recommended that no dividend should be declare in view of requirement of additional working capital need and decided to plough back the profit into business. This would enable the Company to strengthen its working position with the help of which it can perform as per expectations.

FIXED DEPOSITS

Your company had not accepted any deposits during the years under review.

SHARE CAPITAL STRUCTURE OF THE COMPANY:A) Authorized Capital:

Now total Authorized capital of the company is Rs. 25,00,00,000/- [Rs. Twenty-five Crores) divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

B) Issued Capital:

Rs. 3,21,96,000/- [Rs. Three Crores Twenty-One Lakhs Ninety-Six Thousand) divided into 3219600 Equity Shares of Rs. 10/- each.

C) Subscribed and Paid-up Capital:

Rs. 3,21,96,000/- [Rs. Three Crores Twenty-One Lakhs Ninety-Six Thousand) divided into 3219600 Equity Shares of Rs. 10/- each.

TRANSFER TO RESERVES

For the financial year ended 31st March, 2023, the Company had not transferred any sum to Reserve Account.

ISSUE OF SHARES/BONDS SHARPS

During the year under review company has increases Authorized share Capital to Rs.

25,00,00,000/- and issued & allotted 325500 equity shares on right basis to the existing shareholders.

Your Company has issued and allotted 1,28,78,400 equity shares at face value of Rs. 10 each as Bonus Shares to the existing equity Shareholders of the Company on April 19, 2023. After bonus issue of shares, paid up share capital of the Company is Rs. 16,09,80,000/- divided into 16098000 equity shares of Rs. 10 each.

EMPLOYEES

Your company recognize the importance of motivated and skilled human resources. Your company endeavours to create a challenging and favourable work environment that encourages entrepreneurial behaviour, innovation and the drive towards business excellence. Industrial relations continue to be cordial during the year.

MATERIAL DISCLOSURES UNDER SECTION 134f3Hll OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position, have occurred between the end of the financial year of the Company and date of this report.

EXTRACT OF ANNUAL RETURN-

As required pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, requirement of the extract of Annual Return in Form MGT-9 is dispensed with.

As Company does not have any Official Website, hence the Copy of the annual return will be available at registered office of the company to the Members seeking information.

STATUTORY AUDITOR AND THEIR REPQRT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, S U Radhakrishnani, Chartered Accountants (Membership No. 031760), were appointed as statutory auditors of the Company.

The Auditors'' Report to the Shareholders for the year under review is annexed to this Report and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report read with notes to the accounts are self-explanatory.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the Statutory Auditor of t he Company under section 143 (12) of the Companies Act, 2013.

PART1CU1.ARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions made by the Company with the related parties at large during the financial year which were in conflict with the interest of the Company and approval of the Board of Directors & shareholders was obtained wherever required. Hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGFRIAI. PERSONNEL:

During the current financial year there been no changes have occurred in the constitution of directors of the company.

DIRECTORS'' RESPONSIBILITY STATEMENil

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

1) In the preparation of the Annual Accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) In preparation of Accounts, the directors had selected proper accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year.

3) In the Preparation of accounts, the directors have taken proper and sufficient care lor the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) In preparation of the accounts, the going concern concept has been followed.

5) 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.

0CTA1LS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE r.OIIMf, fONCERN STATUS AMD COMPANY''S OPERATIONS IN FUTURE:

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

SECRETARIAL STANDARDS OF 1CS1:

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

H 01 QING, SUBS1DAIR1ES. IOINT VENT URLS AND ASSOCIATE COMPANIES:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OIITr.O:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

The details of foreign exchange inflow or outflow during the year under review are as follows:

Expenditure in foreign currency:

During the year your company had not made any payment in foreign currency.

Earnings in foreign currency: Rs. Nil

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OP THE COMPANY:

The Company does not have any Risk Management Policy as the elements of the risk threatening the Company''s existence are very minimal.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 read with Rule 9 of Companies (Corporate Social Responsibility) policy Rules, 2014 are not applicable to the Company. Hence it is not required to make any disclosure upon this.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The following is a summary of sexual harassment complaint received or dispose of during the year 2022-23.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITIIIONS:

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

ACKNOWLEDGEMENT:

Your directors are grateful to the Central and State Government, Statutory Authorities, Local bodies Canara Bank and other Financial Institutions for their co-operation and support. Your directors warmly acknowledge the faith and confidence reported in the Company by its channel partners, dealers, customers, in supporting its business activity and growth. Your directors express their gratitude to the other business associates of the company for their unstinting support. Your directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the company. Last but not the least your directors are thankful to the Members for extending trust and for the confidence shown.