Cybele Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors hereby present the Thirty Second Annual Report together with the Audited Accounts for the year ended 31st March, 2025.

FINANCIAL RESULTS	(Rs.in Lakhs)
	2024-2025	2023-2024
Profit / (Loss)before Interest	-1331.84	173.85
and Depreciation and Tax
(Less:) Finance Cost	129.85	121.87
Depreciation	46.93	79.08
Current Tax	0.90	0.00
Deferred Tax	24.72	-19.83
MAT Credit	0.00	12.14
Profit After Tax	-1180.68	4.86

OPERATIONS

During the year under review, the Company has taken steps to improve the operations of the Company. The Company has achieved revenue of Rs.2150.81 lakhs and net loss of Rs.1180.68 lakhs. The Directors are taking all the steps to improve the performance of the Company in the years to come.

DIVIDEND

The Board of Directors could not recommend any dividend due to Losses of the Company.

SHARE CAPITAL

The paid-up Equity Share Capital of the company was Rs.1069.58 Lakhs as on March 31,2025. During the year under review, the company has not issued any shares and there is no outstanding instrument pending conversion as on March 31, 2025.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments occurred, affecting the financial position of the Company, between the end of the financial year and the date of this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIESThe Company has three wholly owned Subsidiaries1. Cybele Electra Private Limited in Feb 2024 and2. Cybele Electronics Private Limited in Feb 2024 and3. Cybele Properties Pvt. Ltd. incorporated in April 2024, which was converted into Public Ltd. Company on 13.03.2025

The details of subsidiary companies are annexed to this report in Form AOC-1.

CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance guidelines as stipulated in the Listing Agreement/Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). A separate report on Corporate Governance along with Auditors’ certificate on compliance of the Corporate Governance norms with reference to SEBI Listing Regulations and Management Discussion & Analysis forming part of this report are provided in this Annual Report.

COMPOSITION AND NUMBER OF MEETING OF THE BOARD

The Board of Directors of the Company comprises of well qualified and experienced persons having expertise in their respective areas. It has appropriate combination of Executive and Independent Directors.

During the financial year 2024-25, the Directors met four times i.e., on 29.05.2024, 13.08.2024, 14.11.2024 and 14.02.2025. DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mrs.Franklin Christopher Jean franklin (DIN: 08519247) has been re-appointed as an Independent Director of the Company for a term of 5 years from 27th July 2024 was approved by shareholders’ at the 31st Annual General Meeting held on 27.09.2024.

The director being re-appointed have given required declaration under Companies Act, 2013 and Listing Regulations.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

The terms and conditions of the appointment of the Independent Directors and Directors familiarization programme are placed on the website of the Company.

Mr. B.Gnana Praghasam as appointed ‘Company Secretary & Compliance Officer’ as KMP of the Company on 14.02.2025 due to vacancy arose for the resignation of Mr. P. Raja Sekaran, CFO & Company Secretary of the Company.

Mrs. M.Anandham, as appointed ‘Chief Financial Officer’ of the Company on 21.04.2025.DECLARATION BY INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director of the company 149(7) of the Companies Act, 2013 and Regulation 16 of the SEBI (LODR) Regulations, 2015 that the Independent Directors of the company meet the criteria of their independence laid down in Section 149(6) of the Companies Act, 2013 and the Board confirms that they are independent of the management.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure to the Boards’ report.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of the Board, its Committees and of individual directors as prescribed by the Nomination and Remuneration Committee of the Company.

The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that:

a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

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

irregularities.

d) they have prepared the annual accounts on a going concern basis

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

REMUNERATION POLICY

The remuneration policy of the Company has been so structured in order to match the market trends of the industry. The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to directors from time to time. Remuneration / Commission payable to Directors is determined by the contributions made by the respective directors for the growth of the Company

RISK MANAGEMENT

The Board of Directors reviewed the risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

INTERNAL CONTROL SYSTEM AND THEIR AQEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined by the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year, your Company entered into related party transactions which were on arm’s length basis and in the ordinary course of business. There are no material transactions with any related party as defined under Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015. The related party transactions have been approved by the Audit Committee and Board of your Company, as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. The details of the related party transactions are annexed to this report in Form AOC-2.

AUDITORS

Karpagam Krishnan & Natarajan., Chartered Accountants, Chennai, Firm Registration No. 001748S as the Statutory Auditors of the Company, to hold office from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company to be held in the year 2027.

AUDIT COMMITTEE RECOMMENDATION

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

LISTING ARRANGEMENTS

The company’s shares are listed in the BSE Ltd. and the annual listing fee has been paid to the stock exchange. The Company has complied with the mandatory requirement as stipulated by the regulations under SEBI (LODR) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a whistle blower policy and also established a mechanism for directors and employees to report their concerns. The detail of the same is explained in the Corporate Governance Report.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

There are no last three years average profits for spending on CSR activities. Hence, the company could not spend the amount on CSR during the financial year 2024-25. Further, the details of composition of the CSR Committee and other details are provided in the Corporate Governance Report that forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has put in place an anti-sexual harassment mechanism in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint of sexual harassment during the year 2024-25.

PUBLIC DEPOSITS

The Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

Your Company engaged the services of HPN & Associates (COP No.17698), Company Secretary in Practice, Chennai, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025 in Form MR - 3 is attached to this report. The Secretarial Audit report does not contain any qualification, reservation or adverse report.

The Board has recommended to appoint Mrs. Parimala Natarajan as ‘Secretarial Auditor’ of the Company for the period of 5 years from the FY 2025-26 to FY 2029-30 subject to the approval ensuing this 32nd AGM.

The Board confirms the compliance of the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Under Section 186 of the Companies Act, 2013 the Company has neither given any Loan, guarantee nor provided any Security in connection with a loan, directly or indirectly, to any person or other body corporate. The company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange inflow or outflow during the financial year ended March 31, 2025 are disclosed in the Annexure. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is furnished in the Annexure.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 will be available on the website of the Company and can be accessed on the Company’s website at the link www.cybele.in ”

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

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Mar 31, 2024

Your Directors hereby present the Thirty Fire! Annual Report together wnh me Audited Accounts tor the year ended 31 st March. 2024

FINANCIAL RESULTS

2623-2024 2022-2023 (Re in Lakhs!
PtdTK before interest and	t73.85	216.56
Depreciation and Tax
Less Finance Cos!	121 37	94 05
Depreciation	75 Qfl	78 64
Current Tan	0.00	11 16
Deterred Tax	-IB S3	-0 21
MAT Credit	12 14	0.00
Profit After Tax	4.36	31 96

OPERATIONS

During the year under revievi ltre -Company has taken steps, to itn prove tne operations of the Company. The Company has achieved revenue o! Rs 3543 34 lakhs and net profit of Fts 4 36 laViht Tne Directors are taking all me slaps Lo improve Ihe performance of the Company in the ytata, to oamr;

DIVIDEND

The Board nl Directors could not recommend ,iny dividend duo lo tutor* expansion activities of the Company

SHARE CAPITAL

The paid-up Equity Share Capital of I he company was Rs. 106D..53 Lakhs us on Match 31 2024. During the year under review, me company has not issued any shares tinn there ig no outstanding Instrument pending ton version as on March 31 2024

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THECOMPANY

There are ns material changes and commitments occurred afliectms the financial posh ion of the Company, between the end of me financial year and the date of mis report

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has stalled two wholly owned Subsidiaries I Cybele Etoctra Private Limited and2.Cybele Electronics Private Limited in Fob 2024 and net yel commence its business

CORPORATE GOVERNANCE

Your Company has been comply jpg with trie provisions of Corporate Governance guidelines as stipulated in the Listing AgreemenVSecuritieri Ejtchrttrge Board of India i Listing Obligations and Disclosure Requirement si Regulations. 2015 (SEBt Listing Regulations) A separate report _on Corporate Governance along with Auditors'' certificate on Compliance d

the Corporate Governance norms vutii re Terence to SEBI Listing Regulations and Management Discussion £ Analysis forming part d1 this report are provided Ifi this Annual Repot!

COMPOSITION and NUMBER OF MEETING OF THE BOARD

The Boato of Dire dors of the Company comprises of Won qualified and experienced persons having expertise In their respective areas it has appropriate comtntiaUon of Executive and Independent Directors

Duimg the financial year 2D23-24. the Directors met five times l.e., on 26 05 2023. 11 Oa 2023 14.11.2023 14.02.2024 and 24.02 2024

DIRECTORS r KEY MANAGERIAL PERSONNEL:

Mrs.Franklin Christopher Jaan franklin ''DIM 06519247. has teen re-appointed as an Independent Dire dor of Ihe Company tar 3 term of 5 yeats from 27" July 2024 subject to shareholders approval at the en-j_U mg Annual General Meeting

Brief resume of the Mrs Frankim Christopher Jean trank lm tremg re-appointed as to rm part of Ihe Nolice on he ensuing Annual General Meeting.

The Board recommence re-appointment cf Mis Franklin Christopher Jean trank im item No. 2 seeking your approval js included in Ihe Notice convening the Annuel General Meeting

The director being re-appointed have given required declaration under Companies Act, 2013 and Listing Regulations

The Company has received declarations from all She independent Director of use Company con!nthing that usey meet !he criteria or in impendence as presented doth under me Act and 5E0I Listing Regulations and mere has been no change in the circumstances which may atfed then status os independeni Directors during the year

The terms and condrtrors oT the appointment ot the Independent Directors *nd Directors familSMtzation programme are placed on the we&Srte cf the Company

DECLARATION BY INDEPENDENT DIRECTORS

The company Mas received necessary declaration from each Independent Director oT the company 14&i7) of the Companies Ait. 2013 and Ragulartion tSuttnc SEBi (LCOR) Reguiaticri* 2015 that the inuapendoni Directors o! Ihe company meet the criteria u! their independence laid down in Section 149(6) of the Companies Act, 2013 and the Board confirms that they are intle pendent of the management

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars in terms of Section 197( 12) oT the Companies Act. 2013 read wrlit rule 5( I) of Ihe Companies^ Appointment and Remuneration o! Managerial Personnel! Rules 2014 forms pari oi ihis report and is appended herewith as An flexure to the Boards'' report.

The statement containing particulars in terms, of Sechon 197(12) of the Companies Ad 2013 read with rule 5(2) ami

5(3] of the Companies [Appolnlmem and Re mu ms ration or ManagEnal Personnel) Rules, 2014 forms part otthrs report Considering the firsi proviso la Section 136(1) at tne Companies Act. 20U. lhs Anneal Report encludrng the aforesaid Infbnastlflfi, js rising sent Lo the members of ilia Company and others entitled meieto The said informal ion is available for Inspeciioh aMhe regrstered office of the Company during business hours on working daya of the Company npio the date of the ensuing Annual General Meeting Any share holder interested In obtaining a copy thereof may volte Lo the Company Secratary in this regard

BOARD EVALUATION

Pursuant lo the provisions nl the Companies Act. 21113 and SEEJ (Liefmg Obligations and Disclosure Retirements) Regulations. 2015 the Board has tarned duI ihe Annual Pu rf orma nee Eva I DiUon a MI m 3 oaid Its Committee®'' a nd ol Individual directors as prescribed by the Nomination and Remuneralion Committee of Ihe Company

Trie performance evalualicm at Ihe Dneotors {without participation or the relevant Director) was caided oui by Ihe entire Board. The Director® expressed their sarrsfaction with the evaluation process

DIRECTORS'' RESPONSIBILITY STATEMENT

PufBuam to the pTwiSKms of Section 134(5) of ihe Companies Act 2D1S the Directors ol your Company confirm that

ai m the preparation of the Annual Accounts, the appkaote acton nhhg standards Jiad been to no we a along with proper explanation relating Id material departures

b] they have selecred such racco anting po liues and appfig d ihein consistently and made Judgments and ealienates 1PD1 aie reachable and piudent so as lo give a Hue and fair view of me State of atfans of Ihe company al ihe end Df me financial year and of me profit or loss of the company for that period.

fi) they have laKen proper and sufficient care for the maintenance of adequate accounting records in accordance with me provisions of this Act rcr safeguarding the assets of Ihe company and fur preventing and delecting fraud and other irregularities

d) may have prepared me annual accounts on a going concern basts

e) they have laid down internal financial conlrols Is be followed by ihe Company anu met such internal financial ccnirot® are adequate and operating property, and

I) they have devised proper systems to ensure compliance with Ihe provisions ol ail applicable laws and that suen systems were adequate and operating effectively

REMUNERATION POLICY

The Temuneianori policy of the Company nas been so structured in order hj ryiaich Ihe maiket (rends tsf the industry

The Board in tonsultahan wrih ihe Nomination and Remuneration Comm Idee decides the remuneration policy Tor director®. The Company has mods adequate disclosures lo rhe member® on the remuneration paid to directors from lime to time R emu here ti on I Commission payable la DrratSars is determined by tne CDnlntmbonu made by the respective di rectors tot the growth of the Company

RISK MANAGEMENT

The Board ol Directors reviewed the risk management framework and overseeing that all the risks that the organization races such as strategic, financial credit) mai kel liquidity regulator end other risks have been identified end assessed und I fieri? is an adequate nsK management

Infrastructure'' In place capable ot addressing those risks

INTERNAL FINANCIAL CONTROLS

Tne Compa ny hq s m pla co adiiq uale 11 ite rms i financial contro Is ¦with reference to financial statements. During Ihe year, such conlrois Weft 1 sated and no re porta Lie material weaknesses in the assign or operation were observed

IN TE RN AL C 0 NTR OL S Y£ IE M AN D TH EIR AQEQU AC Y

Your Company has ah internal Control System commensurate with the size scale and complexity of ils operation® The scope and authority of the mieioal Audit (IA) lunr.iion is defined by tne Audit Ccunmiitee. The internal Audil Department monitors and evaluales tn? elficacy and adequacy ol Internal control system in the Company, its compliance wilfi operating systems, accounting procedures and policies al alt locations of the Company

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During Ihe flnandal yeai your Company eniarea into related parry transaciions which were on arm''s length basis snd m the ordmoiy course of business There are no material transactions wrth Any related party as defined under Section 168 cl the Act road wuh Companies (Meetings of Board and It® Powers! Rules. 2014 and 5EDI iListing Obligations and Disclosures SequueoierH) ReQutations,2016. Tha misted pony Ira nsec turn* ha vs been approved by the Audi! Committee and Board of your Company, as required under ihe Companies Act 2013 end SEBI

AUDITORS

Kyi pa gam Krieftiur & Natarejjn Chartered Accountants Chennai Frrm Registration No 001746S as the Statutory Auditors Df the Company :o hold Aides from the conclusion oM he 29tti Amiral Central wise ting until 1 ho conclusion oT lhs 34¹" Annua'' General Meeting of the Company to be held in the year 2027

AUDIT COMMITTEE RECOMMENDATION

During the year ait me recommendations of the Audit Committee ware accepted by Ihe Board The Composition pf Ihe Audit

Committee 15 as dt&cMtefl In ihe Co i pen ate Governance

Report

LISTING ARRANGEMENTS

''ii= company s shares are listed in Hie 0SE LKt and me annual haling lee has (wen paid to the aloe I eiehar^g The Gem pony has comped with the mandaloiy requirement as stipulated try the regulations under BE BI rLOOR) Regulations.

VIGIL MECHANISMfWHISTLE BLOWER POLICY

The Company nas established a vihiaUe blower policy and also established 3 mechanism for director and employees to report their concerns. The detail of the same is explained in the Corporate Governance Report

Y(uji nom party herehy affinus that no Director ¦ Employee have been denied access to the Chairman ol the Audit Committee and that no complaints were received during itie year.

CORPORATE SOCIAL RESPONSiBILITY |CSR>

There are no last three years average profits for spending on GSR activities. Hence (tie company could not spend Ilia amount on CSR timing Ilia financial year 2023-24 Funner the details til composition of the CSR Committee and other details arc provided in the Corporate Governance- Report that forma part of this loport.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE IPREVENTION, PROHIBITION AND REDRESSAL> ACT, 2011

The company has put rn place an anli-sen ual harassment mechanism in line With the requirements or the Sexual Harassment of W omen at the ''Aforii place [Prevention. Prohibition £ Redresssti Act 2013 internal Complaints Cummrtlee has been a el up 10 redress complaints received regarding sexual harassment AN employees (permanent, contractual, temporary, trainees} aTe covered under IhiS polity The Company Mas not received any complaint sexual harassment during (tie year 2323-24

PUBLIC DEPOSITS

The Company did not accept any deposits wlhio the meaning of provisions of C ha pie: V - Accep tones Df Deposits by Companies ol the Companies Act 2013 mad with the Companies iAcceptance of Depots} Rutes. 2014

SECRETARIAL AUDITOR

Puisuant to me pi u visions ert Section 204 of the Com pan its Act. 20t3, feotj wnn Rule 9 of the Companies (Appointment and Remuneration ol Managerial Personnel} Rules. 2014

Your Company engaged the services of HPN 3 Associates (COP No I7i5$flj, Company Secretary in Practice, Chennai, to conduct 1 ho secretarial Audit or (he company tor the (manciei year ended March 31 2524 me Secretarial Audit Report for th# financial yea: ended March 3i. 2024 in Form MR - 3 is

attached io itns report The Secretarial Audit report doe6 not contain Ary qualification. reservation or adverse report

me Board confirms the compliance of the Secretarial Standards notified by the institute Company Secretaries of India. New Delhi.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Under Section ifiij of the Companies Ad. 2013 the Company has neither given any Loan. Guarantee nor provided any Security in connect Ian with h loan, directly or indirectly, to any person oj other body corporate The company tujr, also not made any investments by way of subsenptlon purchase nr otherwise. in the securities of any other body corporate during the financial year ended 31 et March. 2024

transfer of unclaimed DIVIDEND to investor

EDUCATION AND PROTECTION FUND

Since thorn was no linpaidi''ijnclsjmeci Dividend dec-ared and paid last year. ih.s provisions or Section 123 ot the Companies Act 2013 do not apply

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and male rial orders passed hy the Regulators or Cowls or Tribuna In 1 hat would impact the going concern status ot the Company

FOREIGN EXCHANGE EARNINGS AND OUTGO

The loreign exchange inflow dr outflow during the financial year ended March 31 2024 art disclosed in the Annexure

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE information pursuant to Section 134(3)(mlof the Companies Act, 2013 lead with Rule B of the Companies (Accounts) Rules. 2014 relalmg 1c Conservation ot Energy. Technology Adsorption. Foreign Exchange Earnings and Outgo rB furnished In the Annexe re.

The Annual Return of the Company as on March 31 2024, In Form MGT-7 in accordance wuh Section 02(3) or the Com pan feu Act 2013 is available on Ihe website of ihe Company and can be accessed on the Company''s website at The imft "https n www.cyBeie.co.ir''

ACKNOWLEDGEMENT

The Directors wish to place on record ihsnr appreciation of the dedication and excellent con intuition made by ail me concerned The Directors would like 1o thank the Suppliers and above all Ihe Shareholders ana valued Customers for then continued support and panxmege

(By Order of the Board} for CYBELE INDUSTRIES LIMITED

Place : Chennai Thomas P, Joy

Date i 25,05,2024 Managing Director

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Mar 31, 2014

Dear Members,

The Directors hereby present the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS 2013-2014 2012-2013 (Rs.in Lakhs)

Profit before Interest and Depreciation 244.07 470.49

Less : Interest 19.14 20.12

Profit before Depreciation 224.93 450.37

Less : Depreciation 61.59 58.97 163.34 391.40

Less : Preliminary exp. written off 10.00 10.00

Net Profit carried to B/S 153.34 381.40

DIVIDEND

The Board of Directors could not recommend any dividend due to future expansion activities of the Company.

OPERATIONS

During the year under review, the Company has taken steps to improve the operations of the Company. The Company achieved a revenue of Rs.12.63 Crores and net profit of Rs.1.53 crores. The Directors are taking all the steps to improve the performance of the Company in the years to come.

PERSONNEL

No employee was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act,1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in the Annexure..

DIRECTORS

Mr. Thomas P Joy retires at the ensuing Annual General Meeting and offers himself being reappointed as Director.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed that :

(i) in preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

Corporate Social Responsibility Committee

Your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. N. Karuppiah as the Chairman & Mr. Sunny Kutty George and Mr. P.A. Joykutty as members. The said committee as been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activity.

AUDITORS

M/s. Karpagam & Co., the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditor''s Certificate on compliance of conditions of Corporate Governance with Auditor''s Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

(By order of the Board) for CYBELE INDUSTRIES LIMITED

Place : Chennai P.A.JOYKUTTY Date : 30.05.2014 Chairman & Managing Director

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Mar 31, 2012

The Directors hereby present the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS

2011-2012 2010-2011 (Rs. in Lakhs)

Profit before Interest and

Depreciation 710.41 840.73

Less : Interest 92.94 44.22

Profit before Depreciation 617.47 796.51

Less : Depreciation 52.62 36.36

564.85 760.15

Less : Preliminary exp.

written off 10.00 10.00

Net Profit carried to B/S 554.85 750.15

DIVIDEND

The Board of Directors could not recommend any dividend due to future expansion activities of the Company.

OPERATIONS

During the year under review, the Company has taken steps to improve the operations of the Company. The Company achieved a revenue of Rs.17.91 Crores and net profit of Rs.5.55 crores. The Directors are taking all the steps to improve the performance of the Company in the years to come.

PERSONNEL

No employee was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in theAnnexure.

DIRECTORS

Mr. George Baby George retires at the ensuing Annual General Meeting and offers himself being reappointed as Director.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed that :

(i) in preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the accounts for the financial year ended 31st March, 2012 on a ‘going concern' basis.

AUDITORS

M/s. Karpagam & Co., the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditor's Certificate on compliance of conditions of Corporate Governance with Auditor's Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

(By order of the Board) for CYBELE INDUSTRIES LIMITED

Place : Chennai P.A.JOYKUTTY

Date : 26.05.2012 Chairman

& Managing Director

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Mar 31, 2011

Dear Members,

The Directors hereby present the Eighteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

2010-2011 2009-2010 ( Rs. in Lakhs)

Profit before Interest and

Depreciation 840.73 906.15

Less : Interest 44.22 0.00

Profit before Depreciation 796.51 906.15

Less : Depreciation 36.36 22.39

760.15 883.76

Less : Preliminary exp. written off 10.00 3.50

Net Profit carried to B/S 750.15 880.26

DIVIDEND

The Board of Directors could not recommend any dividend due to future expansion activities of the Company.

OPERATIONS

During the year under review, the Company has taken steps to improve the operations of the Company. Now the Company has come out of the BIFR purview. Directors are taking all the steps to improve the performance of the Company in the years to come.

MERGER

As per the BIFR rehabilitation scheme, M/s. Asia Cables has merged with your Company. The partners of M/s. Asia Cables were allotted 56,75,500 equity shares of Rs.10 each. Consequently the issued capital of the Company has increased from Rs.5.02 crores to Rs.10.69 crores.

PERSONNEL

No employee was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act,1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in the Annexure.

DIRECTORS

Mrs. Annamma Joy is appointed as Joint Managing Director for a period of five years with effect from 30th April, 2011.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed that :

(i) in preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the accounts for the financial year ended 31st March, 2011 on a ‘going concern' basis.

AUDITORS

M/s. Karpagam & Co., the Auditors of the Company retire at the conclusion of the ensuing Annual

General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditor's Certificate on compliance of conditions of Corporate Governance with Auditor's Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

(By Order of the Board) for CYBELE INDUSTRIES LIMITED

P.A. JOYKUTTY Chairman & Managing Director

Place : Chennai Date : 30.07.2011

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Mar 31, 2010

The Directors hereby present the Seventeenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS

2009-2010 2008-2009

( Rs. in Lakhs)

Profit before Interest

and Depreciation 906.15 (18.19)

Less : Interest 0.00 0.00 Profit before Depreciation 906.15 (18.19)

Less : Depreciation 22.39 22.88

883.76 (41.07)

Less : Preliminary

exp. written off 3.50 3.50

Net Profit carried to B/S 880.26 (44.57)



DIVIDEND

In view of accumulated losses, the Board of Directors could not recommend any dividend.

OPERATIONS

During the year under review, the Company is taking steps to recommence the activities as per the rehabilitation scheme approved by BIFR. Directors are taking all the steps to improve the performance of the Company in the years to come.

The Company has allotted 5675500 equity shares of Rs.10/- each to the Partners of Asia Cables on 30th April, 2010 by taking over the assets and liabilities of Asia Cables as per the BIFR order.

PERSONNEL

No employee was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information pursuant to Section 217(1) (e) of the Companies Act,1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in the Annexure.

DIRECTORS

Mr. George P Joy has resigned from the Board of Directors of your Company with effect from 20th June, 2010. The Board wishes to place on record the services rendered by him during his tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that :

(i) in preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

M/s. Karpagam & Co., the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Report on Corporate Governance with Auditors Certificate on compliance of conditions of Corporate

Governance with Auditors Certificate on compliance of conditions of Corporate Governance and a Management Discussion & Analysis Report have been attached to form part of the Annual Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the dedication and excellent contribution made by all the concerned. The

Directors would like to thank the Suppliers and above all the Shareholders and valued Customers for their continued support and patronage.

(By order of the Board)

for CYBELE INDUSTRIES LIMITED

Place : Chennai P.A.JOYKUTTY

Date : 31.07.2010 Chairman &

Managing Director