The Directors present their 09th Annual Report along with the Audited Financial Statement of Accounts for theFinancial Year 2024-25.
The key aspects of Financial Results of the Company for the Financial ended on March 31, 2025, are as under:
Standalone
Consolidated
Particulars
Year Ended on
March 31, 2025
March 31, 2024
(Rs. In Lakhs)
Revenue From Operation
10,314.70 /-
4,152.89/-
10,510.81 /-
4,263.64/-
Other Income
12.00 /-
20.92/-
11.40 /-
21.65/-
Total Revenue
10,326.70 /-
4,173.81/-
10,522.21 /-
4,285.29/-
Expenditure
10,087.79 /-
4,032.23/-
10,273.67 /-
4,140.09/-
Profit (loss) before Tax (PBT)
238.91 /-
141.58/-
248.54 /-
145.20/-
Tax Expenses :Current Tax
64.61 /-
41.24/-
67.25 /-
42.09/-
Deferred Tax (Credit)
(1.25) /-
(1.14)/-
(1.55) /-
(1.30)/-
Prior Period Taxes
0.46 /-
-
0.65 /-
Net Profit/loss After Tax (PAT)
175.08 /-
101.48/-
182.18 /-
104.42/-
Earning per Equity Share:Basic
2.49
1.44
2.59
1.48
Diluted
1.94
1.13
2.02
1.16
The overall performance of your Company during the year has been significantly improved. On a consolidatedbasis, the total revenue for the financial year 2024-25 stood at Rs. 10,522.21 lakhs. The Profit After Tax (PAT)attributable to shareholders was Rs. 182.18 lakhs, representing a 74.47% increase compared to Rs. 104.42 lakhsreported in the previous financial year 2023-24.
On a standalone basis, Jigar Cables Limited achieved a total revenue of Rs. 10,326.70 lakhs and a PAT of Rs. 175.08lakhs for the financial year 2024-25, representing an increase of 72.53% compared to Rs. 101.48 lakhs in thefinancial year 2023-24.
These results reflect the Company's continued focus on efficiency, growth, and value creation for its stakeholders.The Board remains confident in the Company's ability to sustain this momentum in the coming years, supported bya solid business model, strategic initiatives, and an experienced leadership team.
During the year under review, there is no change in nature of business of the Company.
According to Section 134 sub-section (3) (a), the extract of Annual Return of the company is available on company'swebsite and can be accessed at the following link https://www.sigmacab.com/annual-return.html.
During the year under review, there is no change in Board of Directors of the Company.
During the year under review i.e. Financial Year 2024-25, 09 (Nine) Board meetings were held.
The dates on which the Board meetings were held are April 08, 2024, May 16, 2024, May 23, 2024, June 13, 2024,July 12, 2024, July 18, 2024, August 31, 2024, November 11, 2024 and March 05, 2025. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act").
Name of the Director
Nature of Directorship
Number of BoardMeeting attendedduring the year
Whetherattended lastAGM
Mrs. Sangitaben Niteshkumar Vaghasiya,(DIN:06910845)
Managing Director
4
Yes
Mr. Parshottambhai Laljibhai Vaghasiya,(DIN: 07662195)
Director
9
Mr. Ramnik Pershotambhai Vaghasiya,(DIN:06965718)
Whole Time Director
Mrs. Shardaben Nanjibhai Bhalala,(DIN:08467162)
1 nd e p endent Director
Mr. Kantilal Gordhandas Lakhani,(DIN:08682980)
1 nd e pendent Director
Mr. Shailesh Bhikhubhai Khatara,(DIN:08980436)
Mr. Parshottambhai Laljibhai Vaghasiya (DIN: 07662195) as a Director who is liable to retire by rotation at theensuing AGM. Being eligible, he offers himself for reappointment in the ensuing AGM.
During the year under review there is no change in the Independent Directors of the Company.
Pursuant Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations"), the Separate meeting of the Independent Directors of the Company was held on March27, 2025, at registered office of the Company:
- To review the performance of non-independent directors and the Board as whole;
- To review the performance of the Chairperson and taking into account the views executive and non-executivedirectors.
- To assess the quality, quantity and timeliness of the flow of information between the company managementand the Board that is necessary for the Board to perform their duties.
During the year under review, there are following changes in key managerial personnel:
- Ms. Priyanka Kirtikumar Marvania resigned from the post of Company Secretary and Compliance Officerw.e.f. May 25, 2024.
- CS Monika Tyagi (ACS 67951) appointed as Company Secretary & Compliance Officer w.e.f. June 13, 2024.Further she resigned on May 31, 2025.
- Post March 31, 2025, Mr. Nishant Giri Vinod Giri Goswami (Membership No. 70480) was appointed asCompany Secretary and Compliance Officer with effect from June 01, 2025, pursuant to the provision ofSection 203 of the Act and SEBI Listing Regulations.
Except these there were no changes in the Key Managerial Personnel of the company.
All Independent Directors have given declarations to the effect that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI Listing Regulations. In theopinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under andListing Regulations.
During the year, the Board carried out an Annual Evaluation of its own performance and the performance ofindividual Directors, as well as evaluation of the Committees of the Board under the provisions of Section 134 (3)(p)of the Act, relevant Rules, as prescribed. They were satisfied with the overall performance of the Directorsindividually and that the Directors generally met their expectations of performance.
During the year under review, there was no change in the share capital of the Company. The Paid-up Share Capitalof the Company as on March 31, 2025, is 7,03,20,000/- divided into 70,32,000 Equity Shares of 10/- each fully paidup.
During the year under review, the Company has not provided any loan or financial assistance to any person forpurchase or subscription of shares in the Company u/s 67. Hence, no disclosure was required to be provided.
No Equity shares with Differential rights, sweat equities or share under employee stock option scheme were issuedduring the year.
However, on March 09, 2024, the Company allotted 19,80,000 (Nineteen Lakh Eighty Thousand) Fully ConvertibleWarrants ("Warrants"), each convertible into equal number of fully paid-up equity share of the Company having aface value of ^10/- (Rupees Ten Only) at a price of ^50.35/- (Rupees Fifty and Thirty-Five Paise Only) per warrant("Warrant Issue Price"), including a premium of ^40.35/- (Rupees Forty and Thirty-Five Paise Only). These warrantswere allotted to both promoter and non-promoter categories.
As on March 31, 2025, Mrs. Sangitaben N. Vaghasiya, Managing Director and Mr. Ramnik P. Vaghasiya, Director(Promoter Group Member) of the Company, holds 5,00,000 (Five Lakh) and 7,00,000 (Seven Lakh) warrantsconvertible into equity shares of the Company, respectively. Further, the Company has allotted equal number ofthe Equity Shares on August 29, 2025, upon conversion of aforesaid warrants.
Except for the above, none of the Directors of the Company hold any investments convertible into equity shares ofthe Company as on March 31, 2025.
The Company has not provided any loan and guarantee during the year.
The Company has made investment in securities in Wholly-Owned Subsidiary Company. Disclosure is required asper section 134(3)(g) of the Act provided as under.
Sr. No.
Particular
Information
01
Investment in Wholly-Owned SubsidiaryCompany (Jigar Polymers Limited)
50,000 equity share of Rs. 10 each[As on March 10, 2017]
10,00,000 equity share of Rs. 10 each [Right Issue][As on December 10, 2018]
In year under review, the Company has not transferred any amount to Reserves and Surplus account.
During the year under review, no dividend has been recommended by the Board of Directors of the Company attheir meeting.
All contracts/arrangements/transactions entered by the Company during the Financial Year with related partieswere in the ordinary course of business and on an arm's length basis. During the year, the Company had enteredinto contract/arrangement/transaction with related parties which could be considered material in accordance withRule 15 of the Companies (Meeting of Board and Its Powers) Rules, 2014. Further the most of transaction is enteredwith its Subsidiary Company. Being a Material transaction it is required to provide the details of transaction in"AOC-2" and Justification of contract which are attached as "Annexure-A".
There have been no material changes and commitments for the likely impact affecting financial position betweenend of the Financial Year and the date of the report.
The Company has nothing to report in respect of Conservation of Energy and Technology Absorption in terms ofSection 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 sincethe Company is engaged in manufacturing related business.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(i)
The steps taken or impact on conservation of energy
Apart from regular practices andmeasures for energy conservation,no new initiatives were drivenacross the units.
(ii)
The steps taken by the Company for utilizing alternate sources ofenergy
Not Applicable
(iii)
The capital investment on energy conservation equipments
NIL
We continue to focus on the energy usage, water management, healthy, wealthy and safe environment and variousother recourse consumptions.
The efforts made towards technology absorption
No efforts have been made
The benefits derived like product improvement, cost reduction,product development or import substitution
In case of imported technology (imported during the last three
During the year there was no import
years reckoned from the beginning of the Financial Year)-
of any technology
(a) the details of technology imported
Not applicable
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not takenplace, and the reasons thereof; and
(iv)
The expenditure incurred on Research and Development
Capital & Revenue Expenditure - NIL
Company as not a separate Research and Development Department though we have implemented the advanceresearch and which results into the highest quality products. We have well equipped manufacturing unit with latestplant, machinery and laboratory with ultra-modern and sophisticated type testing equipments for complete testingof the cables.
During the year under review, there were no foreign exchange earnings and foreign exchange outgo.
The Company has framed a risk management framework to identify, business risk and challenges across theCompany. The Business risk is managed through across businesses. The Board takes responsibility for the overallprocess of risk management throughout the organisation.
Detailed information of subsidiary Company has been annexed under "Annexure-B" along with its performance.
During the year under review, Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutorymodification(s) or re-enactment(s) for the time being in force).
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impactthe going concern status and the Company's future operations.
According to section 131 (1) of the Companies Act, 2013, there is not required to revise the financial statement.
The details relating to the provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules, 2014, Rule 5(2) & (3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules, 2014 during the Financial Year 2021-22 are given in "Annexure-C".
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoptingthe highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has established arobust Vigil Mechanism in accordance with provisions of the Section 177 of the Companies Act, 2013. The Companyhas formulated a Whistle Blower Policy, as prescribed under Section 177(8) & Section 177(10) of the CompaniesAct, 2013 which is available at the website of the Company and can be accessed at the following linkhttps://www.sigmacab.com/pdf/vigil-mechanism.pdf.
The criteria specified under section 135 of the Companies Act, 2013 is not applicable to the Company. However theCompany has formulated a policy which is available at the website of the Company on www.sigmacab.com, whichis applicable to the Company as and when section applicable to the Company.
The Company's internal control systems are commensurate with the nature of its business, the size and complexityof its operations and such internal financial controls with reference to the Financial Statements are adequate.
During the year under review there is no case of resignation.
The details of Audit Committee in terms of Section 177(2) of the Companies Act, 2013 of the Company are asunder:
Name of Member
Designation
Designation in Committee
No. of MeetingAttended
1.
Shardaben N. Bhalala(DIN:08467162)
Independent Director
Chairperson
2.
Kantilal G. Lakhani(DIN:08682980)
Member
3.
Ramnik P. Vaghasiya(DIN:06965718)
Whole-Time Director
The details of Nomination and Remuneration Committee in terms of Section 178 (4) of the Companies Act, 2013 ofthe Company are as under:
2
5.
Shailesh B. Khatara(DIN:08980436)
The details of Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 of theCompany are as under:
1
M/s. Rushabh R. Shah And Co. (Firm Registration No. 156419W), Chartered Accountants was appointed as aStatutory Auditors of the Company in the 6th Annual General Meeting to hold the office till the conclusion of the11th Annual General Meeting. As required under the provisions of Section 139 of the Companies Act, 2013, theCompany has obtained written confirmation from M/s. Rushabh R. Shah And Co. at the time of appointment thattheir appointment would be in conformity with the limits specified in the said Section.
The Statutory Auditors' Report on the Accounts (Standalone and Consolidated both) of the Company for theFinancial Year ended on March 31, 2025, is attached to the financial statements. Further the Audit Report does notcontain any qualification, reservation, adverse remarks or disclaimer.
Further the Statutory Audit Report of the Wholly Owned Subsidiary Company i.e. Jigar Polymers Limited is also notcontained any qualification, reservation, adverse remarks or disclaimer. The same has not been annex separatelyherewith.
The Board re-appointed CS Piyush Jethva, Practicing Company Secretary, Rajkot as a Secretarial Auditor of theCompany in the meeting of the Board of Directors of the Company held on May 23, 2024 for financial year 2024-25.
The Report given by Auditor u/s 204 of the Companies Act, 2013 is annex with the Annual Report as "Annexure-D".
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for theFinancial Year ended on March 31, 2025.
Observations by Secretarial Auditor under report for FY 2024-25 are as under:
1) The MGT-14 (for borrowing resolutions and approval of Director report) and IEPF were pending for filing as on31.03.2025.
2) The corporate action for credit of warrant is pending on 31.03.2025 for the warrant allotted on 09.03.2024.Board's Response to the Remarks in the Secretarial Audit Report:
1. Pending Filings (MGT-14 and IEPF): The delay in filing was purely procedural and has no adverse impact on thefinancial position of the Company. Necessary steps are being taken to complete the filings.
2. Pending Corporate Action for Warrants: The corporate action for credit of warrants (allotted on 09.03.2024) waspending as on 31.03.2025. However, a declaration has since been filed with CDSL, and the matter has beenresolved.
The Board confirms that both observations are procedural in nature and do not affect the financial standing of theCompany. The Management remains committed to ensuring timely and full compliance with all applicableregulatory requirements.
During the year under consideration, there were no such instances.
According to section 197(14) of the Companies Act, 2013, no Director received a commission from the Companyand none of the Managing Director/Whole-time Director of the holding Company was disqualified from receipt ofany remuneration or commission form any Company.
None of the Directors of the Company are disqualified under Section 164 (2) of The Companies Act, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. TheCompany has not received any complaints during the year.
The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of CompanySecretaries of India, relating to Meetings of Board of Directors and General Meetings respectively have been dulycomplied with.
Management's Discussion and Analysis Report forms an integral part of the Report, as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), and provides details of the overall industry structure, developments, performance and stateof affairs of the Company's various businesses. The same is presented in "Annexure-E" herewith.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby declares that:
a. In the preparation of the annual accounts for the year ended on March 31, 2025, the applicable accountingstandards read with requirements set out under Schedule III to the Act, have been followed and there are nomaterial departures from the same;
b. The Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at March 31, 2025 and of the profit of the Company for the year ended on that date;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing anddetecting 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 internalfinancial controls are adequate and were operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
a. There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016during the year;
b. The requirement to disclose the details of difference between amount of the valuation done at the time ofonetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along withthe reasons thereof, is not applicable
The Directors wish to convey their appreciation to all of the Company's employees for their contribution towardsthe Company's performance. The Directors would also like to thank the customers, Shareholders, bankers, auditors,end users, business partners and other business constituents for their continuous support to the Company andtheir confidence in its management.
Sd/-
Plot No. 164/14 & 15, Jamwadi G.I.D.C,
Gondal - 360 311, Dist.: Rajkot, (Gujarat), India
Web: www.sigmacab.com
Tel.: 2825-221422
Email: info@sigmacab.com