Your Directors have pleasure in presenting this Annual Report
of Delton Cables Limited (“the Company”) along with the
Company’s Audited Financial Statement for the financial year
ended on March 31,2025.

FINANCIAL RESULTS

(Rs. in Lakhs)

PERFORMANCE REVIEW

During the year under review, the Company achieved Revenue
from operations of Rs. 70,926.41 lakhs as compared to Rs.
40,085.97 lakhs in the previous financial year. Further, the
Company has earned net profit of Rs. 2,051.00 lakhs in the
current financial year as against Rs. 1465.65 lakhs in the
previous financial year.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to
general reserves by the Company.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs.
2.00 (20%) per equity share of Rs. 10 each, which if approved
at the Annual General Meeting (“AGM”), the above dividend will
be paid to all those Equity Shareholders whose names shall
appear in the Register of Members as on record date i.e. Friday,
September 19, 2025.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31,2025 was Rs.
8,64,00,000/-. During the year under review, the Company has
not altered its share capital.

DEPOSITS

During the year under review, your Company has not accepted
any deposits within the meaning of Sections 73 to 76 of the
Companies Act, 2013 (“the Act”) and the Companies (Acceptance
of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the
nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes affecting the financial position of
the Company subsequent to the closure of Financial Year 2024¬
25 till the date of this report.

AUDITORS

1. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act, read
with the Companies (Audit and Auditors) Rules, 2014, and
other applicable provisions, if any (including any statutory
modification(s) or re-enactment (s) thereof for the time
being in force) the Members of the Company at their 57th
AGM, approved the re- appointment of M/s. Bansal & Co,
LLP, Chartered Accountants, New Delhi (Firm Reg. No.
001113N), as the Statutory Auditors of the Company from
the conclusion of 57th AGM till the conclusion of 62nd AGM
of the Company.

The Audit report issued by M/s. Bansal & Co, LLP, on the
Company’s financial statements for the financial year ended
on March 31, 2025 is forming part of the Annual Report.
There has been no qualification, reservation or adverse
remark in their Report.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”), the Board of Directors of the
Company had appointed Ms. Malavika Bansal, Practicing
Company Secretary (COP: 9159) as the Secretarial Auditor
to conduct the Secretarial Audit of the Company for the
Financial Year ended on March 31, 2025. The Secretarial
Audit Report is annexed as Annexure-A. There are no
qualifications, reservations or adverse remarks made by
Secretarial Auditors in their Report.

Further, pursuant to SEBI Circular dated December 12, 2024
read with Regulation 24A of the Listing Regulations and
applicable provisions of the Act and Rules made thereunder,
the Board of Directors, upon the recommendation of the
Audit Committee, have approved and recommended the

appointment of Ms. Malavika Bansal, Company Secretaries
(COP: 9159), having a Peer Review Certificate (5419/2024
valid upto February 28, 2029) as Secretarial Auditors of the
Company for a period of 5 years beginning from Financial
Year 2025-26, for approval of the Members at ensuing AGM
of the Company.

3. Cost Auditors:

The Company is maintaining cost records as prescribed
under the provisions of Section 148(1) of the Act. The Board
appointed M/s. MM & Associates (FRN: 000454), as Cost
Auditors for FY 2024-25 and they have been re-appointed
as Cost Auditors of the Company for FY 2025-26. Approval
of the Members is being sought for ratification of their
remuneration at the ensuing AGM.

REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE

No significant material orders have been passed by the
Regulators or Courts or Tribunals which would impact the going
concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the financial year 2024-25 your Company has not made
any loan, guarantee and investment u/s 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the financial year all Related Party Transactions were on
an arm’s length basis and were in compliance with the applicable
provisions of the Act and Listing Regulations.

There were no transactions during the year which would require
to be reported in Form AOC.2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Vivek Gupta (DIN: 00035916),
Director of the Company, retire by rotation at the ensuing AGM
and being eligible, offer himself for re-appointment. The Members
at the AGM held on September 25, 2024, had appointed Mr. Amit
Ramani (DIN: 00549918) and Mr. Gagan Sinha (DIN: 00298362)
as Independent Directors of the Company for a term for 5 years.

Further, the tenures of Mr. Atul Aggarwal (DIN: 00125825),
Independent Director is going to end on August 13, 2025
i.e. completing his first term, Mr. Vijendra Kumar Gupta (DIN:
00036210), Chairman & Whole-Time Director is going to end

on August 12, 2025 and Mr. Vivek Gupta (DIN:00035916),
Managing Director & CEO is going to end on August 1, 2025
and. The Board of Directors, on recommendation of Nomination,
and Remuneration Committee (“NRC”), in their meeting held on
May 30, 2025 had recommended the re-appointment of Mr. Atul
Aggarwal, Mr. Vijendra Kumar Gupta and Mr. Vivek Gupta, for
a period of 5 years subject to the approval of Members of the
Company at the ensuing AGM.

Mr. Vikas Rawat, Company Secretary & Compliance Officer of
the Company has resigned w.e.f. September 25, 2024, due to
some personal reasons and in his place Mr. Jitender Kumar has
been appointed as a Company Secretary & Compliance Officer
of the Company w.e.f. December 2, 2024.

Mrs. Sangeeta Tondon, Chief Financial Officer of the Company
some personal reasons. w.e.f. May 30, 2025 and in her place
Mr. Rameshwar Jaiswal has been appointed as a Chief Financial
Officer of the Company w.e.f. May 31,2025.

Further, Mr. Shashi Kumar Sharma, Whole-Time Director of
the Company has resigned w.e.f. August 5, 2025. The Board of
Directors, on recommendation of NRC, in their meeting held on
August 5, 2025 has appointed Mr. Ankit Arora (DIN: 10529555),
as an Additional Director of the Company with effect from August
6, 2025 to hold office till the date of AGM and at the same
meeting, Mr. Ankit Arora was appointed as Whole-Time Director
of the Company, for a period of 5 years with effect from August
6, 2025, liable to retire by rotation, subject to the approval of the
Members at the ensuing AGM.

The Company has received declarations from all Independent
Directors of the Company that they meet the criteria of
independence as prescribed under sub-section (6) of Section
149 of the Act and under Regulations 16 and 25 of Listing
Regulations and there has been no change in the circumstances
affecting their status as independent directors of the Company.
In the opinion of the Board, the Independent Directors of the
Company are the persons of integrity, expertise and fulfil the
conditions as per the applicable laws and are independent of the
management of the Company.

Annual performance evaluation of the Board, its committees,
individual directors (including independent directors) and
Chairman of the Company pursuant to the provisions of the
Act and the Corporate Governance requirements under Listing
Regulations have been carried out in accordance with the
Policy. The process, and result of performance evaluation
given in Corporate Governance Report, was followed by the
Board for evaluation of its own performance and its committees
and individual directors including independent directors and
Chairman of the Company.

The brief resumes, rationales and justifications wherever
applicable and other details relating to the director who are
proposed to be appointed/ re-appointed, as required to be

disclosed as per the provisions of the Listing Regulations/
Secretarial Standard are given in the Annexure to the Notice of
the 60th AGM.

VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Regulation
22 of the Listing Regulations, 2015, the Company has in place a
Whistle Blower Policy, details of which are provided in Corporate
Governance Report. The Whistle Blower Policy is available on
the website of the Company at www.deltoncables.com.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors,
Key Managerial Personnel and Senior Management Employees.
Pursuant to the Section 178 of the Act read with the applicable
rules made thereunder and Listing Regulations, the policy
has been formulated by the Nomination and Remuneration
Committee and approved by the Board. The Policy is given in
the Annexure-B.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The information required under Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure-C and forms
part of this Report.

CREDIT RATING

During the financial year 2024-25, the credit rating of the
Company was assigned by Infomerics Valuation and Rating Pvt.
Ltd (Credit Rating Agency) as IVR BBB/ Stable (IVR Triple B with
Stable outlook) for long term bank facilities and IVR A3 (IVR A
Three Plus) for short term bank facilities.

ANNUAL RETURN

The Annual Return for FY 2024-25 is available on the website of
the Company at www.deltoncables.com.

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

As required under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules 2014, the information on
Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo are annexed to this report as
Annexure-D.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

During the year under review your Company had no Subsidiaries,
Joint Venture or Associates.

INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence
to Company’s policies, the safeguarding of its assets, the
prevention and detection of fraud, error reporting mechanisms,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
The Company has in place adequate internal financial controls
including with reference to financial statement and for ensuring
the orderly & efficient conduct of its business.

During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.

CORPORATE GOVERNANCE REPORT

The Company upholds the highest standards of Corporate
Governance as a critical component of its business philosophy.
We believe that strong governance is essential not only for
enhancing shareholder value but also for maintaining the trust
of customers, employees, regulators, and society at large. Our
governance practices are driven by a commitment to ethical
conduct, compliance with laws, and a transparent decision¬
making process.

Pursuant to Regulation 34(3) of the Listing Regulations,
Corporate Governance Report along with a Certificate regarding
compliance of conditions of Corporate Governance from
Company Secretary in Practice are enclosed as Annexure-G
and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(2)(e) read
with Schedule V (C) of Listing Regulations, is enclosed as
Annexure-F and forms an integral part of this Report.

PREVENTION OF SEXUAL HARASSMENT

As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and
Rules made thereunder, the Company has formed an Internal
Complaints Committee and adopted a policy on Prevention of
Sexual Harassment at workplace.

The Company is committed to providing and promoting a safe
and healthy work environment for all its employees.

a. Number of complaints of sexual harassment received in the
year - 0

b. Number of complaints disposed off during the year - 0

c. Number of cases pending for more than ninety days - 0

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is fully committed to upholding the rights and
welfare of its employees in accordance with the applicable
laws. In line with this commitment, the Company ensures strict
compliance with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time.

MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the
year. For further details, please refer Report on Corporate
Governance enclosed as Annexure-G to this Report.

AUDIT COMMITTEE

For constitution and other details of the Audit Committee, please
refer Report on Corporate Governance enclosed as Annexure-G
to this Report.

All the recommendations made by the Audit Committee were
accepted by the Board.

CSR COMMITTEE

For constitution and other details of the CSR Committee, please
refer Report on Corporate Governance enclosed as Annexure-G
to this Report.

COMPLIANCE WITH THE SECRETRIAL STANDARDS

During the year under review, the Company has complied with all
applicable provisions of Secretarial Standards.

COMPLIANCE BY LARGE CORPORATE

Your Company does not fall under the category of large corporate,
as defined by SEBI vide its circular no. SEBI/HO/DDHS/P/
CIR/2021/613 dated August 10, 2021 read with updated circular
dated April 13, 2022 and Circular No. SEBI/HO/DDHS/DDHS-
RACPODI/P/CIR/2023/172 dated October 19, 2023, as such no
disclosure is required in this regard.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The key philosophy of all CSR initiatives of the Company is to
make CSR a key business process for sustainable development
of the society. The initiatives aim at enhancing welfare measures
of the society based on the immediate and long term social
and environmental consequence of its activities. The Company
intends to undertake other need based initiatives in compliance
with Schedule VII of the Act.

The CSR Policy of the Company is available on the website of
the Company at www.deltoncables.com.

For constitution and other details of the CSR Committee, please
refer Report on Corporate Governance enclosed as Annexure-G
to this Report. The Annual Report on CSR activities, which
include the salient features of the CSR Policy and change
therein, if any, is enclosed as Annexure-E and forms an integral
part of this Report.

RISK MANAGEMENT

The Board of Directors of the Company have designed Risk
Management Policy and guidelines to avoid events, situations
or circumstances which may lead to negative consequences
on the Company’s businesses and define a structured
approach to manage uncertainty and to make use of these in
their decision-making pertaining to all business divisions and
corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013 with respect to Directors’ Responsibility
Statement, your Directors, to the best of their knowledge and
ability, hereby confirm that:

(a) in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation
relating to material departures;

(b) the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year ended March 31, 2025 and of
the profit and loss of the company for the year ended on that
date;

(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of the company and for preventing and detecting fraud and
other irregularities;

(d) the directors have prepared the annual accounts for the
financial year ended March 31, 2025 on a going concern
basis;

(e) the directors have laid down internal financial controls to be
followed by the Company and 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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no application has been made and no proceeding
is pending against the company under the Insolvency and
Bankruptcy Code, 2016 as at the end of financial year.

IN CASE THE SECURITIES ARE SUSPENDED FROM
TRADING, THE DIRECTOR’S REPORT SHALL INCLUDE THE
REASON THEREOF

Not Applicable

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

There is no instance of one-time settlement with any bank or
financial institutions.

HUMAN RESOURCES

Our employees are our most important assets. The Company’s
industrial relations continued to be harmonious during the period
under review.

REGISTRAR AND SHARE TRANSFER AGENT (RTA)

The share transfer and related activities are being carried out by
M/s. Beetal Financial & Computer Services (P) Limited, Registrar
and Share Transfer Agent from the following address:

Beetal Financial & Computer Services (P) Limited

Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping
Centre,

Near Dada Harsukhdas Mandir, New Delhi - 110 062
ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation
for unstinted commitment and significant contribution of all
employees of the Company.

The Directors are grateful to all valuable stakeholders of the
Company viz. Customers, Dealers, Vendors, Banks, Financial
Institutions Government Authorities and other Business
Associates for their excellent support rendered during the year.

The Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support received
from its valued shareholders.

For & on behalf of the Board of Directors

Sd/-

Place : Faridabad Vijendra Kumar Gupta

Dated: August 5, 2025 Chairman

DIN: 00036210