Finolex Cables Ltd. - AGM Information 2025

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FCL:SEC:SE:25:64

4[th] September, 2025

Corporate Relations Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort Mumbai – 400 001	The Manager Listing Department National Stock Exchange of India Ltd `Exchange Plaza’, C-1, Block G, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051
ScripCode: 500144	ScripCode: FINCABLES

Subject: Notice of the 57[th] Annual General Meeting (AGM) of the Company for Financial Year 2024-25.

Ref: Regulation 30 and 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

In terms of above referred regulations, we enclose herewith a copy of Notice of the 57[th] AGM for the Financial Year 2024-25 which is being sent to the Members, who have registered their e-mail addresses with the Company/ Depositories, through electronic mode. This is for your information and records.

A copy of the Notice of the 57[th] AGM of the Company is also available on the website of the Company at https://www.finolex.com/UploadedDocs/Notice.pdf.

You are requested to kindly take the same on your record.

Thanking you,

Yours truly,

For FINOLEX CABLES LIMITED

Digitally signed by Gayatri Gayatri Bhagyesh Bhagyesh Kulkarni Kulkarni Date: 2025.09.04 19:37:35 +05'30' Gayatri Kulkarni Assistant Company Secretary & Compliance Officer

Encl: As Above

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Registered Office: 26-27, Mumbai-Pune Road, Pimpri, Pune – 411018. Tel: 020 27506200. Visit us at: www.finolex.com | Email: [email protected] | CIN: L31300MH1967PL016531

Annual Report 2024-25

Notice

NOTICE is hereby given that the 57[th] Annual General Meeting (“AGM”) of Members of Finolex Cables Limited will be held on Monday, 29[th] September, 2025 at 11.30 am through Video Conference (“VC”)/Other Audio Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt :

(a) the Audited Financial Statements of the Company for the Financial Year ended on 31[st] March, 2025 and the reports of the Board of Directors’ and Auditors’ thereon; and
(b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended on 31[st] March, 2025 and the report of Auditors thereon.

2. To declare a dividend on equity shares for the Financial Year ended on 31[st] March, 2025.

3. To appoint Mr. Nikhil Naik [DIN: 00202779], who �� himself for re-appointment.

SPECIAL BUSINESS

4. To appoint M/s. Jog Limaye & Associates, Company �� P2016MH058300 as the Secretarial Auditors of the Company.

��
resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), the relevant circulars issued by the SEBI and the provisions of Section 204(1) of the Companies Act, 2013 (‘the Act’) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable laws, if any, [including any �� the time being in force] and as per the recommendation of the Audit Committee and the Board of Directors of the Company, consent of the Members be and is hereby accorded for appointment of M/s. Jog Limaye & Associates, Company Secretary (ies) bearing Unique �� Auditors of the Company for a term of 5 (Five) from ��

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and ��

out of pocket, travelling and other expenses etc. if any, as may be mutually agreed upon and do all such acts, deeds and things and take all steps and actions as may be incidental, necessary, proper or expedient to give ��

5. To ratify the remuneration payable to the Cost Auditors for t he Financial Year ending 31[st] March, 2025 (Financial Year 2024-25).

�� resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to the provisions of �� the Companies Act, 2013 (the “Act”), the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, and subject to the provisions of the Articles of Association of the Company, and pursuant to the recommendation of the Audit Committee and the approval of the Board of Directors of the Company (the “Board”) and subject to the applicable guidelines and approval of the Central Government as may be applicable in this regard, the Members of the Company hereby ratify the appointment of M/s. Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 00240) at a consolidated remuneration of `�� out of pocket expenses, if any, chargeable extra on actual basis, to conduct cost audit of the cost records of the Company for the Financial Year ending 31[st] March, ��

RESOLVED FURTHER THAT the Board be and is hereby authorised to do or to authorise any person to do all such acts, deeds, matters and things as may be considered necessary, relevant, usual, customary, �� resolution and for matters connected therewith or incidental thereto.”

By Order of the Board of Directors For Finolex Cables Limited

Siddhesh Mandke Company Secretary ��[th] May, 2025 & General Manager (Legal) Place: Pune ACS-20101

��

�� Email: ��

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NOTES:

The Statement of Material Facts pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts concerning the special business under item nos. 4 & 5 of the Notice is annexed hereto and forms a part of this Notice.
�� 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated 13[th] January 2021, 22/2020 dated �� 39/2020 dated December 31, 2020, 10/2021 dated �� 2022, 9/2023 dated September 25, 2023 and 9/2024 �� on holding of Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)” (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) �� CIR/P/2021/11 dated January 15, 2021 and SEBI/ �� [rd] October, 2024 (collectively referred to as “SEBI Circulars”) has permitted the holding of the Annual General Meeting �� physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the 57[th] AGM of the members of the Company is being �� Company shall be the deemed venue for the AGM.
�� facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Accordingly, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
The Members can join the AGM in the VC/OAVM mode at 11.00 am IST i.e. 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be �� served basis. This will not include big Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key

Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without ��

The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
�� Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General �� SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued �� September 25, 2023 and September 19, 2024 the �� Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting �� voting on the date of the AGM will be provided by NSDL.
In line with the MCA Circular No. 17/2020 dated April 13, 2020, Circular No. 2/2022 dated May 05, 2022, Circular �� September 25, 2023 and 9/2024 dated September 19, �� & Disclosure Requirements) Regulations 2015 and Securities and Exchange Board of India (“SEBI”) vide �� dated 03[rd] October, 2024, the Notice calling AGM and �� electronic mode to those members whose email addresses are registered with the Company’s Registrar and Transfer Agents i.e. KFin Technologies Limited/ the Depositories Participants unless any member has requested physical copy of the same. The Notice calling �� on the website of the Company at www.��. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National

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Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL �� www.evoting.nsdl.com.

�� 29[th] August, 2025, should treat this Notice of AGM for information purpose only.

Record date for the purpose of entitlement of Dividend shall be 12[th] September, 2025.

The Board of Directors have recommended Dividend on equity shares @ 400% i.e. ���� fully paid up for the Financial Year ended at 31[st] March, ��[th] October, 2025, subject to the approval of shareholders.

Note: In case an investor has bought any shares of the Company, such investors must ensure that the relevant shares are credited/ transferred to his/ their demat account before the record date. Investors should note that the dividend on shares lying in the clearing members (i.e. Brokers) account cannot be made available to the members directly by the Company.

Further in order to receive dividend in a timely manner, Members who have not updated their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to register their Electronic Bank Mandate to receive dividends by following the process as set out below:

Members holding shares in Physical mode may intimate and get updated the Bank details with:

KFin Technologies Limited (Unit: Finolex Cables Limited) Karvy Selenium, Tower B �[th] Floor, Plot Nos. 31 & 32 Financial District, Nanakramguda ��

��

A signed request letter stating the Member’s name ��

(a) Name and Branch of Bank and Bank Account Type;
(b) Bank account Number allotted by your Bank after implementing Core Banking Solutions;
(c) 11 digit IFSC Code;
(d) 9 digit MICR Code Number;
��
��

Note : For queries related to updation of email ID and bank account details, members may contact at �� / einward.ri��.

Members holding shares in Demat form are requested to update their Electronic Bank Mandate through their Depository Participants.
Pursuant to the provisions of the Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to Members at prescribed rates. For the prescribed rates for various categories the Members are requested to refer to the Finance Act, 2020 and amendments thereto. �� payable to a resident individual shareholder, if the total �� does not exceed `��

�� holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

Further, relevant FAQs published by SEBI on its website can be viewed at the following link https://www.sebi.gov. � �� /17��

A resident individual shareholder with PAN who is not liable to pay Income Tax is requested to submit �� i.e. KFin Technologies Limited (Unit: Finolex Cables ��[th] Floor, Plot Nos. ��

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address) so as to reach latest by September 12[th] , 2025. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%, as applicable.

�� under tax treaty between India and their country of residence subject to providing necessary documents �� Form 10F, any other document which may be required �� RTA i.e. KFin Technologies Limited (Unit: Finolex Cables Limited), at RTA address. The said declarations need to be submitted in advance so as to reach latest by September 12[th] , 2025.

�� Company/ RTA (if shareholding in physical mode), respective DPs (if shareholding is in Demat mode), immediately of change in their residential status on return to India for permanent settlement.

Incomplete and/or unsigned forms and declarations will not be considered by the Company. All communications/ queries in this respect should be addressed to the RTA i.e. KFin Technologies Limited (Unit: Finolex Cables Limited), at RTA address mentioned above and Exemption Forms are required to be forwarded in original only.

The Company has appointed KFin Technologies �� [th] Floor, Plot Nos. 31 & 32, Financial District, �� for its share registry work (Physical and Electronic).
As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to �� Member desires to cancel the earlier nomination and record fresh nomination, he/she may submit the same �� downloaded from the Company’s website at https:// www.��. Members are requested to submit the said form to their DP in case the shares are held by them in electronic form and to the RTA at �� in case the shares are held in physical form, quoting your folio number.
Further the Members are requested to:
i) intimate to their DP, changes if any, in their names, registered addresses, email address, telephone/mobile numbers, and/or changes in their bank account details, if the shares are held in dematerialized form.
ii) intimate to the RTA of the Company, changes if any, in their names, registered addresses, email address, telephone/mobile numbers, and/or changes in their bank account details, if the shares are held in physical form.
iii) consolidate their holdings into one folio in case they hold shares under multiple folios in the identical order of names.
iv) dematerialize their Physical Shares to Electronic Form (Demat), since in terms of Regulation 40 of SEBI Listing Regulations, 2015, securities of listed companies can be transferred only in ��
�� mandatory for all companies to use the bank account details furnished by the Depositories for payment of dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available.

The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of/change in such bank account details and all such requests should be directly addressed well before the Record date period (which commences on 12[th] September, 2025), to their respective Depository Participant where their shares are held in dematerialized form.

The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form who have not done so are requested to submit the PAN to their Depository Participant with whom they are maintaining their demat account/s. Members holding shares in physical form must submit their PAN details to the RTA of the Company.
�� `�� been transferred to Investor Education and Protection Fund (IEPF), pursuant to the applicable provisions of Section 124 of the Act. Members are requested to refer the website of the Company for the details made

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available by the Company pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 for information in connection with the unpaid/ unclaimed dividend along with underlying shares thereto liable to be transferred to IEPF administered by the Central Government.

�� as amended from time to time, all the shares in respect of which dividend has remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF Account. In case the dividends are not claimed by the respective shareholders, necessary steps will be initiated by the Company to transfer the relevant shares held by the Members to IEPF along with dividend remaining unpaid/unclaimed thereon.

Members may please note that once the unclaimed dividend and relevant shares is/are transferred to the IEPF, no claim shall lie against the Company in respect of the relevant shares and/or the individual dividend amounts which were unclaimed and unpaid for a period �� due for payment and no payment shall be made by the Company in respect of any such claims.

Members may please note that even in the event of transfer of such shares and the unclaimed dividend to IEPF, they are entitled to claim the same from IEPF authorities by submitting online application in �� www.iepf.gov.in and sending the original documents ��

Pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:

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Type and year of Date of declaration % of dividend Unclaimed dividend amount Due for transfer
dividend declared/paid of dividend to face value as on 31 [st] March, 2025 to IEPF
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Type and year of dividend declared/paid Date of declaration of dividend % of dividend to face value Unclaimed dividend amount as on 31st March, 2025	Due for transfer to IEPF
�� 25th�� 200% 44,99,440.00	31stOctober,2025
�� ��thSeptember, 2019 225% ��	24th��
�� 29thSeptember, 2020 275% 37,97,723.00	5thNovember,2027
�� 29thSeptember, 2021 275% ��	3rd��
�� ��thSeptember, 2022 300% ��	2ndNovember,2029
�� 29thSeptember, 2023 350% ��	3rdNovember,2030
�� 29thSeptember, 2024 400% ��	3rdNovember,2031

According to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. �� were unclaimed for seven consecutive years as per the requirements of the IEPF Rules.

�� warrant(s) pertaining to the dividend for the Financial �� claims in this regard with the RTA immediately. It may be noted that the unclaimed Dividend for the Financial �� or before 31[st] October, 2025, else the same will be transferred to IEPF as required.

Members holding shares in demat mode, who have not registered their email addresses are requested to urgently register their email addresses with their respective depository participants and Members holding shares in physical mode are requested to

update their email addresses with the RTA by emailing to �� immediately to receive copies of Annual Report in electronic mode.

Shareholders may send their questions in advance from their registered email addresses mentioning name, demat account number/folio number, email id, mobile number at �� latest by Saturday, 20[th] September, 2025. Questions received by the Company by the said date only will be considered for suitable reply by the Company.

21. Voting through electronic means:

��
the Companies Act, 2013 Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015, Regulation 44 of SEBI Listing Regulations, 2015, and relevant MCA Circulars, the Company is pleased to provide members the facility to exercise their right to vote during the AGM by electronic means and the business may be

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�� National Securities Depository Limited (“NSDL”).

�� [th] September, 2025 at 9:00 A.M. and ends on Sunday, ��[th] �� module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of �� i.e. Monday, 22[nd] September, 2025, may cast their vote electronically, once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

The voting rights of the shareholders shall be in �� 22[nd] September, 2025.

A member may participate in the AGM even after �� shall not be allowed to vote again at the AGM.

A person, whose name is recorded in the register �� date only shall be entitled to avail the facility of �� electronic means. A person who is not a member �� information purposes only.

Any person who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of 3[rd] September, 2025, may obtain the login id and password by sending a request to [email protected]�� he/she can use his/her existing User ID and password for casting the vote.

Mr. Mandar Shrikrishna Jog, Partner, M/s. Jog Limaye �� been appointed as the Scrutinizer to scrutinize the ��

The Scrutinizer shall after the conclusion of voting �� votes cast during the meeting and thereafter unblock �� of at least two witnesses not in the employment of the Company and shall make, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same. The Results of �� Scrutinizer, within two working days of the conclusion of the AGM and shall be placed on the website of the Company www.�� and on the website of NSDL https://www.evoting.nsdl.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. Simultaneously the results shall also be forwarded to BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

How do I vote electronically using NSDL e-Voting system?

�� consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on �� facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access ��oting facility.

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Type of shareholders Login Method
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Individual Shareholders	��https://eservices.nsdl.com/SecureWeb/
holding securities in demat	evoting/evotinglogin.jsp��
mode with NSDL.	��
	on registered email id/mobile number and click on login. After successful
	authentication, you will be redirected to NSDL Depository site wherein you
	��
	��
	��
	during the meeting.
	��https://
	eservices.nsdl.comeither on a Personal Computer or on a mobile. On the
	��
	is available under ‘IDeAS’ section , this will prompt you to enter your existing
	User ID and Password. After successful authentication, you will be able to see
	��
	��
	��
	��
	period or joining virtual meeting & voting during the meeting.

�� https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
�� URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a �� “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat �� shown on the screen. After successful authentication, you will be redirected �� period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Finolex Cables Limited

Type of shareholders

Individual Shareholders holding securities in demat mode with CDSL

Login Method

Users who have opted for CDSL Easi / Easiest facility, can login through their �� page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
�� option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user �� during the meeting. Additionally, there is also links provided to access the �� service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
�� www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful �� Providers.

Individual Shareholders You can also login using the login credentials of your demat account through (holding securities in demat �� mode) login through their �� depository participants will be redirected to NSDL/CDSL Depository site after successful authentication, �� voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Individual Shareholders holding securities in demat mode with NSDL Members facing any sending a request at	technical issue in login can contact NSDL helpdesk by [email protected]��
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free ��

B) Login Method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
��
�� https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

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�� ‘Shareholder/Member’ section.
�� shown on the screen.

��https://eservices.nsdl.com/ ��

Your User ID details are given below :
Manner of holding shares i.e. Your User ID is: Demat (NSDL or CDSL) or Physical a) For Members who hold shares in �� demat account with NSDL. ��
b) For Members who hold shares in �� demat account with CDSL. ��
c) For Members holding shares in EVEN Number followed by Folio Number registered with the Physical Form. company ��
Password details for shareholders other than Individual shareholders are given below:
�� then you can use your existing password to login and cast your vote.
�� retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
��
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the �� client ID for CDSL account or folio

number for shares held in physical �� ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered** .

�� received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/ Password? ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com
b) “ Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. com mentioning your demat account

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number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the ��
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
��
��

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to �� and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
�� Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click ��
�� successfully” will be displayed.
�� by you by clicking on the print option on the ��
�� will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than �� not barred or restrained from voting are required
to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to �� mandar@ msjcs.com with a copy marked to the Company at �� and to evoting@nsdl. com. Institutional shareholders (i.e. other than �� Board Resolution / Power of Attorney / Authority �� “Upload Board Resolution / Authority Letter” �� “e-Voting” ��
It is strongly recommended not to share your password with any other person and take utmost �� unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “��” or “��” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and �� at the download section of www.evoting.nsdl. com� �� to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected] or [email protected]
Regulation 40 of the SEBI Listing Regulations, 2015 as amended, mandates that transfer, transmission and transposition of securities of listed companies �� demat mode. Further, SEBI, vide its circular no. �� companies, shall issue the securities only in demat mode while processing investor service requests pertaining to issuance of duplicate shares, exchange of shares, endorsement, subdivision/ �� of this, Members holding shares in physical form �� for the above mentioned service requests along �� may be applicable, in the format available on the website of RTA. Further, to eliminate all risks associated with physical shares and for ease of portfolio management and improved liquidity, Members holding equity shares in physical form

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are requested to consider converting their holdings to demat mode.

In terms of the SEBI Listing Regulations, 2015, securities of listed companies can only be transferred in dematerialized form. Further, SEBI vide its Circular dated January 25, 2022, has mandated that listed companies shall issue the securities in dematerialized form only, while processing service requests such as issue �� transposition etc. Accordingly, Members are advised to dematerialize shares held by them in physical form.
�� was mandatory to link PAN with Aadhar number by June 30, 2023 or any other date as may be �� RTAs shall accept only valid PANs and the ones which are linked to the Aadhar number. The folios ��

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned �� email to investo��.
In case shares are held in demat mode, please �� or copy of Consolidated Account statement, �� Card) to ��. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
Alternatively shareholder/members may send a request to [email protected] for procuring user
�� mentioned documents.
In terms of SEBI circular dated December 9, 2020 �� Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to ��

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

�� is same as the instructions mentioned above for ��
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions �� barred from doing so, shall be eligible to vote ��
�� will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for ��

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the �� following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who �� or have forgotten the User ID and Password may retrieve the same by following the remote �� avoid last minute rush.

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Finolex Cables Limited

Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop �� Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended �� any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance latest by 20[th] September, 2025 mentioning their name, demat account number/folio number, email id, mobile number at �� com. Due to paucity of time, Members will be allowed a time of 3 minutes to ask the questions. Members are requested to keep their question in brief. The same will be replied by the Company suitably. Members, who would like to ask questions �� statements or any other matter to be placed at the AGM, need to register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company’s email address investors@ �� by 20[th] September, 2025 by 11:00 a.m. IST. Those Members who have registered themselves as speakers only shall be allowed to ��
�� number of questions and number of speakers as appropriate, for smooth conduct of AGM.
All documents referred to in the accompanying Notice and Statement of material facts are open for inspection by Members at the Registered �� a.m. on any working day of the Company till ��[th] September, 2025 or thereafter through video conference facility of NSDL.
During the AGM, Members with prior intimation of �� of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested, �� https:// www.evoting.nsdl.com.

�� REGULATIONS, 2015 AND SECRETARIAL STANDARDS ��

Item No. 3.

��

Mr. Nikhil Naik has done M.Sc in Shipping, Trade and Finance (Distinction) from Bayes Business School, London (formerly known as Cass Business School). During his work experience of 44 years, he has served in Leadership roles in Port Management, Shipping and Private Equity �� management of businesses, building lasting customer relationships and networking with External Agencies and Government.

282

Annual Report 2024-25

==> picture [494 x 15] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Nikhil Manohar Naik
----- End of picture text -----

��	00202779	00202779
Date of Birth / Age	15th��
	��
��	M.Sc in Shipping, Trade and Finance (Distinction)
��	��
Terms and Conditions of appointment	��
Remuneration last drawn & sought to be paid	�	��
		��
	•	Remuneration sought to be paid: Mr. Nikhil Naik will be entitled for
		sitting fees as may be decided by the Board from time to time and
		commission, if any, as may be approved by the Board.
��	30thSeptember, 2021
No. of shares held in the Company either by self	NIL
��
Relationship with other Directors / Manager /	Not related to any Director/Key Managerial Personnel of the Company.
Key Managerial Personnel
No. of board meetings attended during the year	��	��
	��	��
Directorship held in other Companies (excluding	Aakash Educational Services Limited
foreign companies)	Matix Fertilizers and Chemicals Limited
	Essar Bulk Terminals (Salaya) Limited
	Essar Ports Limited
	Salaya Bulk Terminals Limited
Membership/Chairpersonship of Committees	1.	Finolex Cables Limited-
across Companies (excluding Foreign		(a) Audit Committee
Companies)		(b) Nomination & Remuneration Committee
		(c) Corporate Social Responsibility Committee
		(d) Share Transfer & Stakeholders Relationship Committee
	2.	Salaya Bulk Terminals Limited-
		(a) Audit Committee
		(b) Nomination & Remuneration Committee
		(c) Corporate Social Responsibility Committee
		(d) Stakeholder Relationship Committee
	3.	Essar Ports Limited-
		(a) Audit Committee
		(b) Nomination & Remuneration Committee
		(c) Corporate Social Responsibility Committee
		(d) Stakeholder Relationship Committee
		(e) Safety & Sustainability Committee
	4.	Essar Bulk Terminal (Salaya) Limited-
		(a) Audit Committee
		(b) Nomination & Remuneration Committee
		(c) Corporate Social Responsibility Committee
		(d) Safety and Sustainability Committee

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Finolex Cables Limited

Name of the Director Mr. Nikhil Manohar Naik 5. Aakash Educational Services Limited (a) Audit Committee (b) Nomination and Remuneration Committee (c) Corporate Social Responsibility Committee Name of the listed/ unlisted entities from which AMNS Ports India Limited the person has resigned in the past three years �� AMNS Ports Paradip Limited AMNS Ports Vizag Limited AMNS Ports Shared Services Private Limited

Apart from Mr. Nikhil Naik, none of the Directors, Key Managerial Personnel and/or their relatives are deemed to �� or otherwise, in the proposed resolution.

�� comprehensive professional services, including:

Company Law
Foreign Exchange Management Act (FEMA)

�� Executive Director, liable to retire by rotation and passing of this resolution as an Ordinary Resolution.

STATEMENT OF MATERIAL FACTS IN RESPECT OF ITEM NOS. 4 TO 5 OF SPECIAL BUSINESS OF THE NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 4

Securities and Exchange Board of India (“SEBI”) vide �� (Listing Obligations and Disclosure Requirements) (Third �� December 31, 2024.

Pursuant to said amendment to the Regulation 24A, of SEBI Listing Regulations, 2015 on the basis of recommendation of board of directors, every listed entity is required to �� secretarial auditor with the approval of its shareholders in its �� as Secretarial Auditor shall not be more than two terms of ��

�� (ies) registered and empanelled with the Institute of Company Secretaries of India (ICSI). It was established in �� 525, 5[th] Floor, Siddharth Towers, Late G. A. Kulkarni Road,

Limited Liability Partnership Act
SEBI Regulations
Insolvency and Bankruptcy Code (IBC)
Arbitration & Conciliation Act

The Board is of the opinion that their expertise covers a diverse range of legal and regulatory areas, making us a valuable resource for businesses and individuals seeking professional guidance in these domains. M/s. Jog Limaye & Associates, Secretarial Auditor, Pune have been associated with the Company for a considerable period of years and have consistently provided satisfactory professional �� best interest of the Company.

The Board of Directors of the Company at its meeting ��[th] May, 2025 considering the experience and expertise & pursuant to the recommendation of the Audit Committee and subject to the shareholders approval has approved the appointment of M/s. Jog Limaye & Associates, �� `�� per annum plus applicable taxes and reimbursement of out of pocket and travailing expenses etc. actually incurred by them in performance of their duties as Secretarial Auditor of the Company with power to vary the terms including revision of the fees payable.

284

Annual Report 2024-25

Pursuant to Section 204 of the Companies Act, 2013 (the Act) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with any other Rules framed thereunder, the Company has received written consent from M/s. Jog Limaye & Associates �� Section 204 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. As required under the SEBI Listing Regulations, 2015, M/s. Jog Limaye & Associates, �� Peer Review Board of ICSI.

None of the Directors or other Key Managerial Personnel of the Company and/ or their relatives, a directly or indirectly, �� this Resolution.

The Board recommends the appointment of M/s. Jog Limaye & Associates as a Secretarial Auditor of the Company and passing of this resolution as an Ordinary Resolution.

Item No. 5

The Board of Directors of the Company on the recommendation of the Audit Committee has approved the appointment of M/s. Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No.00240), to conduct

audit of the cost records of the Company for the Financial �� remuneration of `��

�� Companies Act, 2013 (the “Act”) read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable �� consideration of the Members.

The Board is of the opinion that M/s. Joshi Apte & Associates, Cost Accountants, Pune, have been associated with the Company for a considerable period of years and have consistently provided satisfactory professional services. The remuneration proposed for approval is reasonable and as per industrial practices. Based on their performance and continued engagement, the Board recommends their remuneration for approval of the shareholders for the ��

None of the Directors or Key Managerial Personnel of the Company and/or their relatives are, directly or indirectly, �� resolution set out at Item No. 5 of the Notice.

The Board recommends Passing of this Resolution as an Ordinary Resolution.

By Order of the Board of Directors For Finolex Cables Limited

��[th] May, 2025 Place: Pune

Siddhesh Mandke Company Secretary & General Manager (Legal) ACS-20101

��

�� Email: ��

285

AI assistant

Finolex Cables Ltd. AGM Information 2025

60747_rns_2025-09-04_50547d86-8862-4931-af3a-3a1706463609.pdf

FCL:SEC:SE:25:64

Subject: Notice of the 57[th] Annual General Meeting (AGM) of the Company for Financial Year 2024-25.

Ref: Regulation 30 and 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

For FINOLEX CABLES LIMITED

Encl: As Above

Notice

ORDINARY BUSINESS

1. To consider and adopt :

SPECIAL BUSINESS

��

NOTES:

Pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Type of shareholders

Login Method

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

General Guidelines for shareholders

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Item No. 3.

Item No. 4

Item No. 5

��

AI assistant

Finolex Cables Ltd. — AGM Information 2025

60747_rns_2025-09-04_50547d86-8862-4931-af3a-3a1706463609.pdf

FCL:SEC:SE:25:64

Subject: Notice of the 57[th] Annual General Meeting (AGM) of the Company for Financial Year 2024-25.

Ref: Regulation 30 and 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

For FINOLEX CABLES LIMITED

Encl: As Above

Notice

ORDINARY BUSINESS

1. To consider and adopt :

SPECIAL BUSINESS

����������������

NOTES:

Pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:

How do I vote electronically using NSDL e-Voting system?

Step 1: Access to NSDL e-Voting system A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Type of shareholders

Login Method

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

General Guidelines for shareholders

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Item No. 3.

Item No. 4

Item No. 5

����������������

More from Finolex Cables Ltd.

Finolex Cables Ltd. AGM Information 2025

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