Your Directors have pleasure in presenting this Annual Report of Delton Cables Limited (“the Company”) along with the Company’s Audited Financial Statement for the financial year ended on March 31,2026.
FINANCIAL RESULTS
(Rs. in Lakhs)
|
Particulars
|
2025-26
|
2024-25
|
|
Revenue from operation
|
98,637.99
|
70,926.41
|
|
Other Income
|
240.56
|
165.54
|
|
Total Income
|
98,878.54
|
71,092.05
|
|
Total Expenditure
|
96,891.47
|
69,257.36
|
|
Profit / (Loss) Before Exceptional Item and Tax
|
1,987.07
|
1,834.69
|
|
Add : Exceptional Item
|
22.62
|
1,026.85
|
|
Profit/ (Loss) Before Tax
|
2,009.69
|
2,861.54
|
|
Less :Income Tax
|
36.05
|
208.62
|
|
Add :Deferred Tax
|
513.08
|
584.93
|
|
Less Adjustment of taxes for earlier years
|
(11.49)
|
16.99
|
|
Net Profit / (Loss)
|
1,472.04
|
2,051.00
|
PERFORMANCE REVIEW
During the year under review, the Company achieved Revenue from operations of Rs. 98,637.99 lakhs as compared to Rs. 70,926.41 lakhs in the previous financial year. Further, the Company has earned net profit of Rs. 1,472.04 lakhs in the current financial year as against Rs. 2,051.00 lakhs in the previous financial year.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to general reserves by the Company.
DIVIDEND
Your Directors are pleased to recommend a final dividend at the rate of Rs. 2/- (Rupees Two Only) per equity share i.e. 20% on the face value of Rs. 10/- (Rupees Ten Only) each fully paid-up equity share of the Company, which if approved at the Annual General Meeting (“AGM”), the above dividend will be paid to all those Equity Shareholders whose names shall appear in the Register of Members as on record date i.e. Tuesday, September 22, 2026.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2026 is Rs. 8,64,00,000/-. During the year under review, the Company has not altered its share capital.
DEPOSITS
During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 (“the Act”) and the Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes affecting the financial position of the Company subsequent to the closure of Financial Year 2025¬ 26 till the date of this report.
AUDITORS1. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, if any (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) the Members of the Company at their 57th AGM, approved the re- appointment of M/s. Bansal & Co, LLP, Chartered Accountants, New Delhi (Firm Reg. No. 001113N), as the Statutory Auditors of the Company from the conclusion of 57th AGM till the conclusion of 62nd AGM of the Company.
The Audit report issued by M/s. Bansal & Co, LLP, on the Company’s financial statements for the financial year ended on March 31, 2026 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.
2. Secretarial Auditors:
In accordance with the provisions of the Section 204 of the Act and Regulation 24A of Listing Regulations, the shareholders of the Company at the 60th AGM held on September 26, 2025 had appointed Ms. Malavika Bansal (COP: 9159), Practicing Company Secretary as Secretarial Auditors of the Company for a period of 5 consecutive years commencing from FY 2025-26 till FY 2029-30.
The Secretarial Audit Report issued by the Secretarial Auditor in Form MR-3 is annexed as Annexure-A and forms part of the Director’s Report. There is no qualification or remarks made by the Secretarial Auditor in their Report.
3. Cost Auditors:
The Company is maintaining cost records as prescribed under the provisions of Section 148(1) of the Act. The Board appointed M/s. MM & Associates (FRN: 000454), as Cost Auditors for FY 2025-26 and they have been re-appointed
as Cost Auditors of the Company for FY 2026-27. Approval of the Members is being sought for ratification of their remuneration at the ensuing AGM.
REPORTING OF FRAUDS BY AUDITORS
There were no instances of fraud reported by the Auditors.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the financial year 2025-26, your Company has not made any loan, guarantee and investment u/s 186 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year all Related Party Transactions were on an arm’s length basis and were in compliance with the applicable provisions of the Act and Listing Regulations.
There were no transactions during the year which would require to be reported in Form AOC-2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of Association of the Company, Mrs. Shalini Gupta (DIN: 00035938), Director of the Company, will retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment.
During the year under review, Mr. Atul Aggarwal (DIN: 00125825), Independent Director was re-appointed for his second term of 5 (five) consecutive years starting from August 14, 2025. Mr. Vijendra Kumar Gupta (DIN: 00036210), Chairman & Whole¬ Time Director has been re-appointed for a period of 5 (five) years with effect from August 13, 2025 and Mr. Vivek Gupta (DIN: 00035916), Managing Director & CEO has been re-appointed for a period of 5 (five) years with effect from August 2, 2025. Mr. Shashi Kumar Sharma (DIN: 08485614) ceased to be the Whole-Time Director of the Company with effect from August 5, 2025. Mr. Ankit Arora (DIN: 10529555) was appointed as the Whole-Time Director of the Company for a term for 5 years with effect from August 6, 2025.
The tenure of Mr. Abhishek Poddar (DIN: 00031175), Independent Director of the Company will be completed on September 1,2027. The Board of Directors, on recommendation of Nomination, and Remuneration Committee (“NRC”), in their meeting held on May
27, 2026 had recommend the re-appointment of Mr. Abhishek Poddar, for a further period of 5 consecutive years with effect from September 2, 2027, subject to the approval of Members of the Company at the ensuing AGM.
Mrs. Sangeeta Tondon ceased to be Chief Financial Officer of the Company with effect from May 30, 2025 and Mr. Rameshwar Jaiswal has been appointed as a Chief Financial Officer of the Company with effect from May 31,2025.
The Company has received declarations from all Independent Directors of the Company that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.
Annual performance evaluation of the Board, its committees, individual directors (including independent directors) and Chairman of the Company pursuant to the provisions of the Act and the Corporate Governance requirements under Listing Regulations have been carried out in accordance with the Policy. The process, and result of performance evaluation given in Corporate Governance Report, was followed by the Board for evaluation of its own performance and its committees and individual directors including independent directors and Chairman of the Company.
The brief resumes, rationales and justifications wherever applicable and other details relating to the director who are proposed to be appointed/ re-appointed, as required to be disclosed as per the provisions of the Listing Regulations/ Secretarial Standard are given in the Annexure-I to the Notice of the 61st AGM.
VIGIL MECHANISM
In terms of provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, 2015, the Company has in place a Whistle Blower Policy, details of which are provided in Corporate Governance Report. The Whistle Blower Policy is available on the website of the Company at www.deltoncables.com.
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. Pursuant to the Section 178 of the Act read with the applicable rules made thereunder and Listing Regulations, the policy has been formulated by the Nomination and Remuneration Committee and approved by the Board. The Policy is given in the Annexure-B.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-C and forms part of this Report.
CREDIT RATING
During the financial year 2025-26, the credit rating of the Company was assigned by Infomerics Valuation and Rating Pvt. Ltd (Credit Rating Agency) as IVR BBB/ Stable (IVR Triple B with Stable outlook) for long term bank facilities and IVR A3 (IVR A Three Plus) for short term bank facilities.
ANNUAL RETURN
The Annual Return for FY 2025-26 is available on the website of the Company at www.deltoncables.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to this report as Annexure-D.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company is not having any Subsidiary, Joint Venture or Associate Company.
INTERNAL CONTROL SYSTEM
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls including with reference to financial statement and for ensuring the orderly & efficient conduct of its business.
During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
CORPORATE GOVERNANCE REPORT
Corporate Governance is guided by the principles of transparency, fairness, disclosure and accountability. Corporate Governance
is, therefore, a necessary tool for achieving all-round business excellence reflected in enhanced shareholder value, without compromising on the need and interest of other stakeholders. We believe that strong governance is essential not only for enhancing shareholder value but also for maintaining the trust of customers, employees, regulators, and society at large. The Company endeavours to conduct its business and to strengthen the relationship in a manner that is dignified, distinctive and responsible.
Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report along with a Certificate regarding compliance of conditions of Corporate Governance from Company Secretary in Practice are enclosed as Annexure-G and forms an integral part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Schedule V (C) of Listing Regulations, is enclosed as Annexure-F and forms an integral part of this report.
PREVENTION OF SEXUAL HARASSMENT
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 (‘POSH Policy’) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder (‘POSH Act’) for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc.
The Company has also complied with provisions relating to the constitution of Internal Complaints Committee as per the POSH Act.
No case was filed or disposed off during the year under review and accordingly no case is pending for more than 90 days, pursuant to POSH Act
MATERNITY BENEFIT
During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961 and no compliant has been received in this regard from any employee.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance enclosed as Annexure-G to this Report.
AUDIT COMMITTEE
For constitution and other details of the Audit Committee, please refer Report on Corporate Governance enclosed as Annexure-G to this Report.
All the recommendations made by the Audit Committee were accepted by the Board.
CSR COMMITTEE
For constitution and other details of the CSR Committee, please refer Report on Corporate Governance enclosed as Annexure-G to this Report.
COMPLIANCE WITH THE SECRETRIAL STANDARDS
During the year under review, the Company has complied with all applicable provisions of Secretarial Standards.
COMPLIANCE BY LARGE CORPORATE
Your Company does not fall under the category of large corporate, as defined by SEBI vide its circular no. SEBI/HO/DDHS/P/ CIR/2021/613 dated August 10, 2021 read with updated circular dated April 13, 2022 and Circular No. SEBI/HO/DDHS/DDHS- RACPODI/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this regard.
CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
For constitution and other details of the CSR Committee, please refer Report on Corporate Governance enclosed as Annexure-G to this Report. The CSR Policy of the Company is available on the website of the Company at www.deltoncables.com.
The Annual Report on CSR activities, which include the salient features of the CSR Policy and change therein, if any, is enclosed as Annexure-E and forms an integral part of this Report.
RISK MANAGEMENT
The Company believes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has developed and implemented a comprehensive Risk Management Policy to ensure sustainable business growth with stability and to promote a proactive approach in identifying, assessing and mitigating risks associated with the business. The detailed analysis of various internal and external risks is provided in the Management Discussion and Analysis Report which forms part of the annual report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended March 31, 2026 and of the profit and loss of the company for the year ended on that date;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year, no application has been made and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTOR’S REPORT SHALL INCLUDE THE REASON THEREOF
Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no instance of one-time settlement with any bank or financial institutions.
HUMAN RESOURCES
Our employees are our most important assets. We are committed to hiring and retaining the best talent being among the industry’s leading employers. For this, we focus on promoting a collaborative, transparent and participative organisation culture, and rewarding merit and sustain high performance.
REGISTRAR AND SHARE TRANSFER AGENT
The share transfer and related activities are being carried out by M/s. Beetal Financial & Computer Services (P) Limited, Registrar and Share Transfer Agent from the following address:
Beetal Financial & Computer Services (P) Limited
Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping
Centre, Near Dada Harsukhdas Mandir, New Delhi - 110 062
ACKNOWLEDGEMENT
The Board of Directors would like to place on record their sincere appreciation to all stakeholders for their unwavering support throughout the year. The continued trust and confidence of
our valued customers, vendors, dealers, suppliers, investors, business associates, bankers, and Government Authorities have been instrumental in driving our success.
The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers, employees of the Company resulting in the successful performance of the Company during the FY
The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For & on behalf of the Board of DirectorsSd/-
Place : Faridabad Vijendra Kumar Gupta
Date : August 11, 2026 Chairman
DIN: 00036210
|