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

FINANCIAL RESULTS

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 Ýwith 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 <L Idling Obligations ano Disclosure Requirement! Regulations 2015

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 Ý 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