The Board of Directors of your Company (“Board") is pleased to present the 34^th Annual Report, together with the Audited Standalone
and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

Financial Highlights:

The financial performance of the Company for the year ended March 31, 2026, is presented below:

Financial Performance/State of Affairs and
Change in nature of business:

During the financial year 2025-26, your Company successfully
commissioned its 7^th MV/EHV Power Cable Production Line at
its state-of-the-art manufacturing facility in Vadodara, Gujarat.
The new production line, established with a capital investment of
approximately '55 Crore, has an installed manufacturing capacity
of 150 kilometres per month. This capacity expansion is expected
to enhance the Company's manufacturing capabilities, strengthen
its ability to meet the growing demand for MV/EHV power cables,
and support its long-term growth strategy.

CONSOLIDATED

On a consolidated basis, the Company's Revenue from Operations
for the financial year 2025-26 stood at '1,91,010.22 Lakhs
as against '1,11,539.25 Lakhs in the previous financial year,
registering a significant growth of approximately 71.25%. The

Profit Before Tax (PBT) for the year stood at '16,193.74 Lakhs
as compared to '3,441.20 Lakhs in the previous year, registering
a significant growth of 370.58% and the Profit After Tax (PAT)
increased to '15,816.93 Lakhs from '3,449.77 Lakhs in the
previous year, registering a significant growth of 358.49% which
is reflecting a robust improvement in the Company's overall
financial performance. The significant growth in revenue and
profitability was driven by higher operational revenues, improved
operational efficiencies and better business performance during
the year under review.

STANDALONE

On a standalone basis, the Company's Revenue from Operations
for the financial year 2025-26 stood at '1,94,446.68 Lakhs
as against '1,11,539.25 Lakhs in the previous financial year,
representing a growth of approximately 74.3%. The Profit Before
Tax (PBT) for the year stood at '14,727.70 Lakhs as compared

to '3,464.94 Lakhs in the previous year, registering a significant
growth of 325.05%. The Profit After Tax (PAT) increased to
'14,757.36 Lakhs from '3,473.51 Lakhs in the previous year,
registering a significant growth of 324.85%, which is reflecting
the Company's improved operational performance, enhanced
capacity utilisation and stronger market presence during the
financial year.

The Company is engaged in the business of manufacturing power
transmission and distribution (T&D) equipment, with an integrated
product portfolio comprising conductors and LV, HV and EHV
power cables. There was no change in the nature of the Company's
business during the financial year under review. A detailed review
of the Company's business operations, performance and outlook
is provided in the Management Discussion and Analysis Report,
which forms an integral part of this Annual Report.

Financial Performance of DICABS Nextgen:

DICABS Nextgen Special Alloys Private Limited ("DICABS
Nextgen"), a wholly owned subsidiary of the Company, was
incorporated to support the Company's backward integration
strategy through the manufacture of aluminium wire rods,
conductors, cables and allied products. During the financial
year under review, DICABS Nextgen successfully expanded its
manufacturing capabilities by commissioning its first Rod Mill on
March 4, 2025, with an installed capacity of 2,400 MT per month,
followed by the commissioning of its second fully integrated Rod
Mill on September 29, 2025, having an installed capacity of 2,500
MT per month. Both facilities manufacture next-generation AL-59
aluminium alloy wire rods, which are advanced high-efficiency
conductors designed for the power transmission sector.

During the financial year 2025-26, DICABS Nextgen recorded
Revenue from Operations of '95,337.82 lakhs and Total Income
of '95,508.67 lakhs. The Company reported a Profit Before
Tax of '1,466.02 lakhs and a Profit After Tax of '1,059.55
lakhs, after accounting for total expenses of '94,042.65 lakhs.
The subsidiary's strong financial performance reflects the
successful stabilization of operations, increased production
volumes, improved capacity utilisation and enhanced operational
efficiencies during its first full year of commercial operations. The
performance of DICABS Nextgen marks a significant milestone
in the Company's backward integration strategy and is expected
to further strengthen the availability of critical raw materials,
improve operational synergies and enhance long-term value
creation for the Group.

Qualified Institutions Placement (QIP)

During the financial year 2025-26, the Members of the Company
approved the raising of funds through a Qualified Institutions
Placement ("QIP") in accordance with the applicable provisions of
the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and other applicable laws.

Initially, the Members approved the raising of funds up to '1,000
crore through Postal Ballot, the results of which were declared
on December 17, 2025. Subsequently, the Members approved
an enhancement in the fundraising limit to '2,000 crore through
Postal Ballot, the results of which were declared on July 20, 2026.

Pursuant to the aforesaid approvals, subsequent to the close of
the financial year 2025-26, the Company successfully completed
its Qualified Institutions Placement and raised an aggregate
amount of '1,613.97 crore through the allotment of equity shares
to eligible Qualified Institutional Buyers. The net proceeds of
the QIP are proposed to be utilised towards (i) repayment/pre-
payment, in full or in part, of certain outstanding borrowings of the
Company extended by the Promoter and Promoter Group Entities;
(ii) funding the incremental working capital requirements of the
Company; (iii) funding capital expenditure, including expansion
and development of the Company's manufacturing facilities; and
(iv) general corporate purposes, in accordance with the objects
of the issue set out in the Placement Document. The Company
has appointed CARE Ratings Limited as the Monitoring Agency
for monitoring the utilisation of the QIP proceeds in accordance
with the applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Payments made under the Resolution Plan:

During the financial year 2025-26, the Company continued to
implement the approved Resolution Plan in a timely manner. In
accordance with the Resolution Plan approved by the National
Company Law Tribunal vide its order dated June 20, 2022, the
Company made an aggregate payment of '11,682.00 Lakhs to its
Secured Financial Creditors. The payment comprised '6,000.00
Lakhs towards the instalment due on September 16, 2025, and
'5,682.00 Lakhs towards the instalment due on September 16,
2026. By making the latter payment ahead of its scheduled due
date, the Company availed an NPV discount of '668.00 Lakhs,
thereby reducing its overall financial obligations under the
approved Resolution Plan.

Dividend and Dividend Distribution Policy

In view of the Company's working capital requirements and to
conserve financial resources for its business operations and
future growth, the Board of Directors has not recommended any
dividend for the financial year 2025-26.

In compliance with Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended,
the Company has in place a Dividend Distribution Policy approved
by the Board of Directors. The Policy is available on the Company's
website at:Dividend Distribution Policy.

Transfer to Reserves

The Board of Directors has not proposed any transfer of profits to
the General Reserve for the financial year ended March 31, 2026.

Deposits

During the financial year 2025-26, the Company has neither
accepted nor renewed any deposits from the public within the
meaning of Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

Share Capital

During the financial year 2025-26, there was no change in the
Authorised, Issued, Subscribed and Paid-up Share Capital of
the Company.

As on March 31, 2026, the Authorised Share Capital of the
Company stood at '450,00,00,000 (Rupees Four Hundred Fifty
Crore only), comprising 385,85,85,000 Equity Shares of ' 1/-
each and 6,41,41,500 Preference Shares of '10/- each. The
Issued, Subscribed and Paid-up Equity Share Capital stood at
'52,69,71,060 (Rupees Fifty-Two Crore Sixty-Nine Lakh Seventy-
One Thousand Sixty only), comprising 52,69,71,060 Equity Shares
of ' 1/- each.

Subsequent to the close of the financial year, the Company
successfully completed a Qualified Institutions Placement ("QIP")
and, on July 28, 2026, allotted 7,11,00,000 Equity Shares of ' 1/-
each to eligible Qualified Institutional Buyers. Consequently,
the Issued, Subscribed and Paid-up Equity Share Capital of the
Company increased from '52,69,71,060 to '59,80,71,060,
comprising 59,80,71,060 Equity Shares of ' 1/- each.

Minimum Public Shareholding

During the financial year 2025-26, the Promoters of the Company
successfully completed an Offer for Sale ("OFS") of 3,15,00,000
equity shares, representing 5.98% of the paid-up equity share
capital of the Company, towards compliance with the minimum
public shareholding requirements prescribed under Rule 19A of
the Securities Contracts (Regulation) Rules, 1957 and Regulation
38 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Consequently, the Promoters' shareholding
reduced from 90.00% to 84.02%, while the public shareholding
increased from 10.00% to 15.98%.

Subsequent to the close of the financial year 2025-26, the
Company successfully completed a Qualified Institutions
Placement ("QIP") and raised an aggregate amount of '1,613.97
crore through the allotment of equity shares to eligible Qualified

Institutional Buyers. Consequent upon the allotment of the equity
shares under QIP, the Promoters' shareholding further reduced
to 74.03%, while the public shareholding increased to 25.97%,
thereby enabling the Company to achieve compliance with the
minimum public shareholding requirement prescribed under Rule
19A of the Securities Contracts (Regulation) Rules, 1957 read
with Regulation 38 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Internal Financial Control Systems:

The Financial Statements of the Company comply with the Ind AS
specified under Section 133 of the Act. The Company has put in
place adequate internal controls with reference to accuracy and
completeness of the accounting records and timely preparation
of reliable financial information, commensurate with the size,
scale and complexity of operations and ensures compliance with
various policies and statutes in keeping with the organization's
pace of growth, increasing complexity of operations, prevention
and detection of frauds and errors. The design and effectiveness
of key controls were tested and no material weaknesses were
observed. The Audit Committee reviews and evaluates the
adequacy of internal financial control and risk management
systems, periodically. The internal financial control system of the
Company is supplemented with internal audits, regular reviews
by the management. During the year under review, no material
or serious observation has been highlighted for inefficiency or
inadequacy of such controls.

Compliance Management

The Company has implemented a robust digital compliance
management system to ensure compliance with all applicable
laws, regulations and internal policies. A comprehensive
compliance checklist, prepared by an independent agency,
has been incorporated into the system to identify and track all
applicable statutory and regulatory compliances. Each compliance
is mapped to a designated compliance owner who is responsible
for ensuring timely adherence. The system generates automated
reminders to the respective compliance owners and their reporting
managers to facilitate compliance within the prescribed timelines.

The functional heads certify the compliances pertaining to their
respective areas, which are thereafter consolidated and placed
before the Board on a periodic basis along with updates on
significant legal and regulatory developments. To strengthen
the effectiveness of the compliance framework, the compliance
management system is periodically reviewed by the Internal
Auditors, and appropriate corrective actions are implemented
wherever necessary to ensure continuous compliance.

Subsidiaries, Joint Ventures and Associate Company:

As on March 31, 2026, the Company had one wholly owned
subsidiary, DICABS Nextgen Special Alloys Private Limited. The
Company did not have any joint venture or associate company
during the financial year under review.

The Consolidated Financial Statements of the Company have
been prepared in accordance with the provisions of Section 129(3)
of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and
form part of this Annual Report. Pursuant to Section 129(3) of the
Companies Act, 2013, a statement containing the salient features
of the financial statements of the subsidiary in the prescribed
Form AOC-1 is annexed to this Report as Annexure A.

The Consolidated Financial Statements presented in this Annual
Report include the financial performance and financial position of
the subsidiary. The Policy for Determining Material Subsidiaries,
as approved by the Board of Directors, is available on the
Company's website athttps:*/dicabs.com/investor/policies-code-
of-conduct-practices/.

Board of Directors and Key Managerial Personnel
Re-appointment of Director

In accordance with the provisions of Section 152 of the
Companies Act, 2013, read with the Companies (Management
and Administration) Rules, 2014 and the Articles of Association
of the Company, Mr. Rakesh Ramanlal Shah (DIN: 00421920),
Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting and, being eligible, has offered himself
for re-appointment. Based on the recommendation of the
Nomination and Remuneration Committee, the Board of Directors
recommends his re-appointment for approval of the Members.
The requisite details of Mr. Rakesh Ramanlal Shah, as required
pursuant to Secretarial Standard-2 on General Meetings issued
by the Institute of Company Secretaries of India and Regulation
36 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are provided in the Notice convening the
ensuing Annual General Meeting.

During the financial year 2025-26, based on the recommendation
of the Nomination and Remuneration Committee and considering
their performance evaluation, expertise, experience, industry
knowledge and valuable contribution to the Company, the
Members of the Company, at the 33^rd Annual General Meeting
held on September 26, 2025, approved the re-appointment of
Mr. Maheswar Sahu (DIN: 00034051) and Mr. Rabindra Nath
Nayak (DIN: 02658070) as Independent Directors of the Company
for a second term of three consecutive years commencing from
September 17, 2025 and ending on September 16, 2028 (both
days inclusive).

Appointment of Director/Key Managerial Personnel

During the financial year 2025-26, based on the recommendation
of the Nomination and Remuneration Committee and the Audit
Committee of the Company, the Board of Directors appointed
Mr. Samir Naik as the Chief Financial Officer of the Company with
effect from May 28, 2025, pursuant to the provisions of Section
203 of the Companies Act, 2013.

Subsequently, pursuant to the provisions of Sections 161 and
196 of the Companies Act, 2013, the Board appointed Mr. Samir
Naik (DIN: 11208141) as an Additional Director and Whole¬
time Director of the Company with effect from August 8, 2025,
subject to the approval of the Members. The Members, at the 33^rd
Annual General Meeting held on September 26, 2025, approved
his appointment as Whole-time Director for a period of one year
commencing from August 8, 2025 and ending on August 7, 2026.

The Board was of the opinion that Mr. Samir Naik possessed
the requisite integrity, expertise and experience to effectively
discharge his responsibilities as Whole-time Director and Chief
Financial Officer of the Company.

Changes subsequent to the close of the financial year

Subsequent to the close of the financial year 2025-26, the Board
of Directors, based on the recommendation of the Nomination
and Remuneration Committee, appointed Mr. Umeshkumar
Chhaya (DIN: 11881011) as an Additional Director and Whole¬
time Director of the Company with effect from August 13, 2026,
subject to the approval of the Members at the ensuing Annual
General Meeting, in accordance with the provisions of Sections
196, 197, 198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013.

Further, subsequent to the close of the financial year 2025¬
26, based on the recommendation of the Nomination and
Remuneration Committee and the Audit Committee, the Board
of Directors appointed Mr. Pawan Lohiya as the Chief Financial
Officer of the Company with effect from May 26, 2026 and
Mr. Jayesh Patel as the Company Secretary and Compliance
Officer of the Company with effect from June 7, 2026, pursuant
to the provisions of Section 203 of the Companies Act, 2013.

The proposal for appointment of Mr. Umeshkumar Chhaya as
Whole-time Director is included in the Notice convening the
ensuing Annual General Meeting for approval of the Members.
The requisite details of Mr. Rakesh Ramanlal Shah and
Mr. Umeshkumar Chhaya, being the Directors proposed to be
appointed/re-appointed at the ensuing Annual General Meeting,
as required pursuant to Secretarial Standard-2 on General
Meetings issued by the Institute of Company Secretaries of India
and Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are provided in the Notice
convening the ensuing Annual General Meeting.

Cessation of Director/Key Managerial Personnel

During the financial year 2025-26, Mr. Vinod Jain (DIN: 08204721)
resigned from the positions of Whole-time Director and Chief
Financial Officer of the Company with effect from May 27, 2025.

Subsequent to the close of the financial year 2025-26, Mr. Samir
Naik (DIN: 11208141) resigned from the positions of Whole-time
Director and Chief Financial Officer of the Company with effect
from May 25, 2026. Further, Ms. Diksha Sharma ceased to be
the Company Secretary of the Company with effect from close of
business hours on June 6, 2026.

The Board places on record its appreciation for the valuable
services and contribution made by the outgoing Directors and
Key Managerial Personnel during their tenure with the Company.

Director Confirmations and Relationships

All the Directors of the Company have confirmed that they are
not disqualified from being appointed or continuing as Directors
in terms of the provisions of Section 164 of the Companies Act,
2013.The Non-Executive Directors of the Company have no
pecuniary relationship or transactions with the Company, other
than the sitting fees and commission, if any, paid or payable to
them in accordance with the provisions of the Companies Act,
2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the approvals of the Members of
the Company.

As on March 31, 2026, the Board comprised three Independent
Directors, including one Woman Independent Director.

As on the date of this Report, Mr. Umeshkumar Chhaya, Whole¬
time Director, Mr. Pawan Lohiya, Chief Financial Officer and
Mr. Jayesh Patel, Company Secretary and Compliance Officer,
are the Key Managerial Personnel of the Company pursuant
to the provisions of Section 2(51) read with Section 203 of the
Companies Act, 2013.

Declaration of Independent Directors

Your Company has received declarations from all the Independent
Directors of your Company, confirming that:

(a) they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations;

(b) they are not aware of any circumstance or situation which
exists or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an
objective of independent judgement and without any
external influence; and

(c) they continue to comply with the Code of Conduct of the
Company as applicable to the Board and Senior Managerial
Personnel, and Code of Conduct laid down under Schedule
IV of the Act;

(d) they have registered their names in the Independent
Directors Databank.

Based on the declarations received and the outcome of the
performance evaluation, the Board is of the opinion that all the
Independent Directors possess the requisite integrity, expertise
and experience, and fulfil the conditions specified under the Act
and the SEBI Listing Regulations.

Board Meetings

During the financial year 2025-26, the Board met five times on
May 27, 2025, May 30, 2025, August 8, 2025, November 10,
2025, and February 14, 2026. The gap between two meetings
did not exceed one hundred and twenty days. The composition
of the Board and its attendance have been given in the Report on
Corporate Governance which forms part of this Annual Report.

Constitution of various Committees

The Board of Directors has constituted the following Committees
in compliance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details of the composition, meetings, attendance and terms
of reference of the aforesaid Committees are set out in the Report
on Corporate Governance, which forms part of this Annual Report.

Nomination and Remuneration Policy

The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in accordance
with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force). Further,
the Company has in place the orderly succession plan for the
appointments at the Board and senior management level. The
Company's policy on directors' appointment and remuneration
and other matters as provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which forms
part of this Report. The said policy has been uploaded on the

website of the Company and can be accessed through the link
https:*/dicabs.com/investor/policies-code-of-conduct-practices/

Separate Meeting of Independent Directors

During the financial year 2025-26, the Independent Directors
met on Friday, March 20, 2026, without the presence of Non¬
independent Directors and the management, inter alia, to discuss:

a. Evaluation of the performance of Non-Independent
Directors and the Board as a whole;

b. Evaluation of the performance of the Chairman of the
Company, taking into account the views of the Executive
and Non-executive Directors;

c. Evaluation of the quality, quantity and timelines of flow of
information between the Management and the Board, that
is necessary for the Board to effectively and reasonably
perform its duties.

The Independent Directors expressed satisfaction on the overall
performance of the Directors and the Board as a whole. The
Independent Directors had expressed suggestions on the matters
arising out of the agenda of the Board and Board committees,
Company's performance, operations and other critical matters on
the good performance of the Company and distinct improvement
in quality and timeliness of flow of information. Independent
Directors expressed their serious concern on appointment of
Chief Executive Officer (CEO), compliance with Minimum Public
Shareholding and working capital constraints affecting growth of
the Company. The Suggestions made by the Independent Directors
were discussed at the Board meeting and will be implemented.

Annual Evaluation of Board, its committees, and
Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations,
the Nomination and Remuneration Committee, at its meeting
held on Saturday, February 14, 2026, approved the annual
performance evaluation framework covering its own performance,
the individual performance of directors, and the functioning of the
Audit Committee, Nomination and Remuneration Committee, and
other Committees of the Board.

The performance evaluation process is conducted through an
independent third-party agency and encompasses various
parameters of the Board's functioning, including the adequacy of
the Board's and its Committees' composition, the strengths and
contributions of members, and the execution and performance
of specific duties, obligations, and governance practices. Detailed
disclosures regarding the performance evaluation are provided in
the Corporate Governance Report.

The Nomination and Remuneration Committee and the Board
reviewed the implementation and compliance of the evaluation
conducted by the third-party agency.

Familiarization Programme of Independent
Directors:

In compliance with the requirement of SEBI Listing Regulations,
2015, the Company has put in place a familiarization program for
Independent Directors to familiarize them with their roles, rights
and responsibilities as Directors, the operations of the Company,
business overview etc. The details of the familiarization program
are available on the website of the company and the same can
be accessed throughhttps:/dicabs.com/investor/policies-code-
of-conduct-practices/.

Director Responsibility Statement:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act,
the Board of Directors, to the best of its knowledge and ability,
confirm that:

a) i n preparation of the annual accounts, the applicable
accounting standards had been followed and there is no
material departure;

b) they had selected appropriate 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 and loss of the
Company at the end of the financial year;

c) they had taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the
provisions of Act for safeguarding the assets of the
Company and for preventing and detecting frauds and
other irregularities;

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

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

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

Auditors and Auditor's Report:

a) Internal Auditors:

As per the recommendation of the Audit Committee, the
Board of Directors of the Company at its Meeting held on
Tuesday, November 12, 2024 appointed M/s Ernst and
Young LLP, Ahmedabad as Internal Auditors for conducting

Internal Audit of the Company for the financial year 2024-25
and 2025-26. The Internal Auditors independently evaluate
the internal controls, adherence to and compliance with
the procedures, guidelines and statutory requirements.
The Audit Committee of Directors periodically reviews the
reports of the Internal Auditors and the corrective actions if
any, are taken by the Management.

b) Statutory Auditors and Auditor's Report:

I n terms of Section 139 of the Act and rules framed
thereunder, M/s Naresh & Co., Chartered Accountants,
Vadodara (FRN 106928W), were appointed as statutory
auditors of the Company for a period of five years from
the conclusion of the 31^st Annual General Meeting until
the conclusion of the 36^th Annual General Meeting of the
Company to be held in the financial year 2027-28. The
Statutory Auditors have confirmed that they continue
to remain eligible to act as the Statutory Auditors of
the Company.

The Statutory Auditors of the Company have made
the following qualification in their Audit Report for the
Financial Year 2025-26, as detailed in the Auditors' Report
forming part of the Annual Report. Except for the aforesaid
qualification, there are no other qualifications, reservations
or adverse remarks made by the Statutory Auditors in their
Audit Report for the Financial Year 2025-26:

Qualification: Non-maintenance of the Fixed Assets
Register, non-assessment of impairment of fixed assets
and pending completion of the exercise relating to physical
verification, reconciliation and updation of the Property,
Plant & Equipment (“PPE") and Capital Work-in-Progress
(“CWIP") Register, including determination of value-in-use,
estimated useful lives and consequential depreciation/
impairment. Pending completion of the exercise, the
correctness of PPE and CWIP balances, capitalisation of
certain costs and depreciation provided thereon could not be
fully verified. Accordingly, the Net Profit and other financial
information for the year ended March 31, 2026, are subject
to the effect of this matter.

Management response: The Company was taken over by
the new management on September 17, 2022, pursuant
to the Resolution Plan approved by the Hon'ble NCLT on
June 20, 2022. Due to the voluminous nature of the PPE
and limited availability of historical records at the time of
takeover, reconstruction and updation of the Fixed Assets
Register required extensive verification and reconciliation.

The Company appointed an independent agency to undertake
physical verification and reconciliation of PPE, reconstruction

and updation of the PPE Register, reconciliation with books
of account, assessment of useful lives and determination
of consequential depreciation. The exercise has since been
completed and the consequential depreciation adjustments
have been appropriately accounted for in accordance with
Ind AS 8, including restatement of comparative financial
information, wherever applicable.

Accordingly, the Company's PPE records and depreciation
position have been fully regularised. The Limited Review of
the Standalone Financial Results for the quarter ended June
30, 2026, has been completed by the Statutory Auditors,
and their review conclusion is no longer modified on account
of this matter.

c) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations and based on the recommendation of the
Audit Committee and the Board of Directors, the Members
of the Company in its 33^rd Annual General Meeting held on
Friday, September 26, 2025 has approved the appointment
of M/s Ashish Shah & Associates, Ahmedabad (Membership
No.: 5974, COP No.: 4178 and Peer Review Certificate No.
PRC: S2001GJ041700), as the Secretarial Auditors of the
Company, for a first term of five consecutive years to hold
office of the Secretarial Auditor from the financial year
2025-26 to the financial year 2029-30.

The Secretarial Audit Report for the Financial Year ended
March 31, 2026, is appended to this Report as Annexure-B.
The Secretarial Auditors of the Company have made the
following qualification in their Secretarial Audit Report for
the Financial Year 2025-26:

Qualification: The Company has not achieved the Minimum
Public Shareholding ("MPS") requirement within the
prescribed period of three years, i.e., by 16 September
2025, from the date of implementation of the Resolution
Plan, as required under Regulation 38 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations")
read with Rules 19(2) and 19A of the Securities Contracts
(Regulation) Rules, 1957. Consequently, BSE Limited and
the National Stock Exchange of India Limited levied fines
for non-compliance for a period of 196 days, commencing
from 17 September 2025, in accordance with the applicable
regulatory framework. Accordingly, the Company was not
in compliance with the Minimum Public Shareholding
requirements prescribed under the aforesaid provisions
during the said period.

Management response: During the financial year 2025¬
26, the Promoters of the Company successfully completed
an Offer for Sale ("OFS") of 3,15,00,000 equity shares
(representing 5.98% of the paid-up equity share capital),
reducing the Promoters' holding from 90.00% to 84.02% and
increasing public shareholding from 10.00% to 15.98%.

Subsequently, post the close of FY 2025-26, the Company
successfully completed a Qualified Institutions Placement
("QIP"), raising '1,613.97 crore through the allotment of
equity shares to eligible Qualified Institutional Buyers.
Consequent to the QIP allotment, the Promoters'
shareholding further reduced to 74.03%, while public
shareholding increased to 25.97%, thereby achieving full
compliance with Rule 19A of the Securities Contracts
(Regulation) Rules, 1957, read with Regulation 38 of the
SEBI LODR Regulations. Further, the SOP fines levied by
BSE Limited and National Stock Exchange of India Limited
for the said non-compliance have been fully paid. As on date,
the Company stands in full compliance with all applicable
MPS requirements.

The Board of Directors wishes to clarify that while the
Minimum Public Shareholding ("MPS") requirement was to
be achieved within three years from the implementation of
the Resolution Plan, the compliance process was executed
in structured phases owing to market conditions and
procedural execution timelines.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Secretarial Compliance Report issued by the Secretarial
Auditor of the Company for the financial year ended March
31, 2026, has been submitted to the Stock Exchanges.
Further, in this regard, please note that the Company does
not have any material unlisted Indian subsidiary during
financial year 2025-26.

d) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment
Rules, 2014, the Cost records maintained by the Company in
respect of Electricals or Electronic machinery & Base metal
are required to be audited by a Qualified Cost Accountant and
accordingly, M/s Dalwadi & Associates, Cost Accountants,
(FRN: 000338) has been appointed as Cost Auditors by
the Board of Directors on the recommendation of Audit
Committee for audit of cost records for the year ended on
March 31, 2026, and their remuneration was ratified by
members at the 33^rd Annual

General meeting held on September 26, 2025. The Cost
Audit Report issued by the Cost Auditors for the FY 2024-

25 filed with the Central Government in accordance with
section 148(6) of Companies Act, 2013 read with rule 6(6)
of the Companies (cost records and audit) Rules, 2014.

The Cost Audit Report for the financial year ended March
31,2026 is issued by Cost Auditors of the Company subject
the following qualifications;

Qualification: The Cost Audit Report for the financial year
ended March 31, 2026, contains certain qualifications arising
from the qualifications made by the Statutory Auditors in
their Independent Auditors' Report dated May 26, 2026. The
Cost Auditor has stated that, as the Cost Audit Report is
based on the financial statements of the Company, the said
qualifications, to the extent they affect matters relevant to
the Cost Audit Report, also apply to the Cost Audit Report.

Management Response: The Management has taken note
of the observations and has taken appropriate steps to
address the underlying matters and strengthen the relevant
processes and controls. The Company has completed the
necessary reconciliation and updation of its Property,
Plant & Equipment (“PPE") records and determination
of the consequential depreciation for the quarter ended
June 30, 2026. The Limited Review of the Standalone
Financial Results for the quarter ended June 30, 2026,
has been completed by the Statutory Auditors, and their
review conclusion is not modified in respect of this matter.
Shareholders may refer to the Management Response to
the Statutory Auditors' Report forming part of this Directors'
Report for detailed information in this regard.

Your Directors have on the recommendation of the Audit
Committee, appointed M/s Dalwadi & Associates, existing
Cost Auditors of the Company (FRN: 000338) to audit the
Cost records of the Company for the Financial Year 2026-27.

A Resolution seeking ratification of remuneration payable
to M/s Dalwadi & Associates, existing Cost Auditors of the
Company (FRN: 000338) to audit the Cost records of the
Company for the Financial Year 2026-27, is included in the
Notice convening the Annual General Meeting.

e) Reporting of Fraud by Auditors:

During the financial year 2025-26, neither the Statutory
Auditors nor the Secretarial Auditor of the Company have
reported any instances of frauds committed in the Company
by its Officers or Employees to the Audit Committee under
Section 143(12) of the Act and therefore, no detail is required
to be disclosed under Section 134(3)(ca) of the Act.

Compliance with Secretarial Standards

During the financial year 2025-26, the Company has complied
with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

Corporate Social Responsibility:

Pursuant to the provisions of Section 135 of the Companies Act,
2013, the Company fulfilled the net profit threshold specified
under Section 135(1) of the Act during the previous financial
year 2024-25. Consequently, the provisions relating to Corporate
Social Responsibility ("CSR") were applicable to the Company
during the financial year 2025-26. Accordingly, the Company
was required to spend '6,05,538, being 2% of the average net
profits of the three immediately preceding financial years, on CSR
activities. In accordance with Section 135(9) of the Companies
Act, 2013, since the CSR obligation of the Company did not exceed
'50 lakh, the requirement for constitution of a Corporate Social
Responsibility Committee was not applicable. Accordingly, the
functions of the CSR Committee were discharged by the Board
of Directors.

During the financial year 2025-26, the Company spent '6,10,000
towards its Corporate Social Responsibility (CSR) activities in
compliance with the provisions of the Companies Act, 2013.
The said amount was contributed to Karma Foundation for
supporting street education initiatives for children residing in
slum and underprivileged areas under the brand name "Prayas
Street School".

The Annual Report on CSR activities, containing the brief outline of
the CSR Policy and the details of CSR initiatives undertaken during
the financial year 2025-26, as prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is annexed
to this Report as Annexure-C and forms an integral part hereof.

Risk Management:

Our Company continues to place significant emphasis on robust
risk management and sustainability practices to safeguard its
interests and ensure sustainable growth amidst an evolving
business landscape. The risk management framework
encompasses identification, assessment, mitigation, and
monitoring of various risks across the organisation. Our Company
has a Board level Risk Management Committee ('RMC'), which
is inter alia, mandated to frame policy, monitor implementation
and review risk management performance of the Company.
The Company has in place a Risk Management Policy, which
is available on the Company's website and can be accessed at
https:/dicabs.com/investor/policies-code-of-conduct-practices/.
The Company has diligently identified and assessed a spectrum of
risks inherent in its operations, encompassing external, strategic,
financial, operational, sustainability, knowledge, cyber security
and compliance domains. Through proactive measures, we strive
to anticipate potential risks and promptly address emerging
challenges to maintain operational resilience and protect
shareholder value. In response to identified risks, the Company
has implemented comprehensive mitigation strategies tailored
to each risk category. The Management Discussion & Analysis
Report sets out the key risks identified, and mitigation plans
thereof. During the fiscal year, the RMC met twice to review the
risk management performance covering various risks as stated
above. The Board remains vigilant in overseeing the effectiveness
of these risk management measures and is confident in the
Company's ability to navigate uncertainties and capitalise on
opportunities for sustainable value creation.

Particular of Employees and related information:

A statement of disclosure on remuneration under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (“Rules"), is
attached to this Report as Annexure-D.

Related Party Transactions (RPT):

During the financial year 2025-26, all contracts / arrangements
/ transactions entered into by the Company with Related Parties
were on arm's length basis and in the ordinary course of business.
In line with the requirements of the Act and amendment to
the Listing Regulations, all Related Party Transactions have
been approved by the Audit Committee and reviewed by it on
a periodic basis. The Company has in place a Policy on Related
Party Transactions, the details of which are available on the
Company's website athttps:*/dicabs.com/investor/policies-code-
of-conduct-practices/. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all
transactions between the Company and Related Parties.

The details of contracts and arrangements with Related Parties
of the Company for the financial year ended 31^st March 2026, are
given in Notes to the Standalone Financial Statements, forming
part of this Annual Report.

During the financial year 2025-26,

1. The Audit Committee and the Board of Directors, at their
respective meetings held on August 8, 2025, approved
and recommended for Members' approval the material
modifications to the material Related Party Transactions
with (i) GSEC Limited, a Promoter Group Company, for an
aggregate value not exceeding '300 Crores, and (ii) Monarch
Infraparks Private Limited, a Promoter Group Company,
for an aggregate value not exceeding '300 Crores during
the financial year 2025-26. The Members of the Company
subsequently approved the said material modifications

at the 33^rd Annual General Meeting held on September
26, 2025.

2. The Audit Committee and the Board of Directors, at their
respective meetings held on February 14, 2026, approved
and recommended for Members' approval the material
Related Party Transactions with (i) GSEC Limited, a Promoter
Group Company, for an aggregate value not exceeding
'300 Crores, and (ii) Monarch Infraparks Private Limited,
a Promoter Group Company, for an aggregate value not
exceeding '300 Crores for the financial year 2026-27.
The said transactions were subsequently approved by the
Members of the Company through Postal Ballot on March
18, 2026.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the particulars of every
contract or arrangements entered into by the Company with
related parties including transactions entered on arm's length
basis are disclosed in the prescribed Form AOC-2 annexed as
Annexure-E.

Insurance

The Company has in place adequate insurance coverage
commensurate with the nature and scale of its operations.
The Company's plant and machinery, buildings, other property,
and inventories are adequately insured under an Industrial All
Risk Policy. In addition, the Company has obtained appropriate
insurance coverage for public liability and marine transit risks. The
Company has also maintained a Directors' and Officers' Liability
Insurance Policy (D&O Liability Insurance) to provide indemnity
to its Directors and Officers against liabilities arising from the
discharge of their duties, in accordance with applicable laws and
corporate governance practices.

Research and Development

Your Company continues to place strong emphasis on research,
innovation and technological advancement to enhance product
quality, operational excellence and customer satisfaction.
Innovation remains an integral part of the Company's business
strategy and is embedded across its product development,
manufacturing and quality assurance processes.

The Company is supported by a state-of-the-art, NABL-approved
High Voltage Research & Development Laboratory, which is
dedicated to research, product development and rigorous
testing of power transmission products. The advanced in¬
house testing infrastructure enables the Company to design,
develop and validate products that meet stringent national and
international quality standards while ensuring reliability, safety
and superior performance.

The Company's research and development capabilities are
supported by advanced testing facilities, including Digital
Partial Discharge Detection and Cable Termination Testing
Systems, Modular Type Series Resonance High Voltage and
Partial Discharge Test Systems, Digital Capacitance and Tan
Delta Equipment, Impulse Generator and Power Frequency High
Voltage Test Systems, Heating Cycle and advanced Mechanical
Testing Equipment, Optical Profile Projector, Water Absorption
Tester, Hot Set Test Apparatus and Optical Spectrometer.

During the financial year 2025-26, the Company continued to
focus on product innovation, process optimisation and technology
upgradation with an emphasis on improving product performance,
manufacturing efficiency and quality assurance. The Company
also strengthened its capabilities for the development and testing
of advanced power cables, conductors and allied products to
address the evolving requirements of the power transmission,
distribution, renewable energy and infrastructure sectors.

Your Company remains committed to continuous investment
in research and development, technology enhancement and
innovation to deliver world-class products, maintain high
standards of quality and reliability, and create long-term value
for its customers and stakeholders.

Annual Return

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013, the Annual Return of the
Company as at March 31, 2025 and the draft Annual Return as
at March 31, 2026 are available on the Company's website and
can be accessed athttps:/dicabs.com/investor/general-meeting-
records/

Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the financial
year ended March 31, 2026, as stipulated under Regulation
34(2)(e) of Listing Regulations is presented in a separate section
forming part of the Annual Report.

Report on Corporate Governance

Your Company practices a culture that is built on core values
and ethical governance practices. Your Company is committed
to transparency in all its dealings and places high emphasis on
business ethics. In terms of Regulation 34 of the SEBI Listing
Regulations, the Report on Corporate Governance for the Financial
Year ended March 31, 2026 along with the certificate from the
Secretarial Auditors of the Company confirming the compliance
with regulations of corporate governance under the SEBI Listing
Regulations is annexed to the Report on Corporate Governance
and forms part of this Report.

Business Responsibility and Sustainability Report

As per Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report is appended and forms
part of this Report and can also be accessed on the Company's
website athttps:*/dicabs.com/investor/financial-reports/

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act,
2013 and Regulation 22 of the SEBI Listing Regulations, the
Company has established a Vigil Mechanism through its Whistle
Blower Policy to provide a formal mechanism for Directors,
employees and other stakeholders, wherever applicable, to
report genuine concerns regarding unethical behaviour, actual
or suspected fraud, violation of the Company's Code of Conduct
or any other improper or unlawful conduct. The Policy provides
adequate safeguards against victimisation of persons who avail
the mechanism and ensures direct access to the Chairperson of
the Audit Committee in appropriate or exceptional cases. The
Company affirms that no person has been denied access to the
Chairperson of the Audit Committee. During the Financial Year
2025-26, no complaint was received under the Vigil Mechanism
/Whistle Blower Policy. The Whistle Blower Policy is available on
the Company's website athttps:*/dicabs.com/investor/policies-
code-of-conduct-practices/

Disclosure under Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Your Company has adopted zero tolerance for sexual harassment
at workplace and has formulated a Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at Work Place
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act") and the Rules framed thereunder for prevention and
redressal of complaints of sexual harassment at workplace. Your
Company has complied with provisions relating to the constitution
of Internal Committee under the POSH Act.

During the financial year 2025-26, no complaints were received
from any of the employees.

Maternity Benefit Compliance:

The Company complies with the provisions of the Maternity
Benefit Act, 1961, ensuring that maternity leave benefits,
workplace facilities, and other related equipment's are duly
provided and adhered to.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings & Outgo:

Information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the
Annexure-F to this report.

Particulars of Loans, Guarantees or investments
made under section 186 of the Companies Act, 2013:

During the financial year 2025-26, the Company has granted
loans, guarantees and made an investment under the provisions
of section 186 of the Companies Act, 2013. The details of Loans,
Guarantees and Investment made, if any are given in the Notes to
the Financial Statements, which forms part of this Report.

Material Changes and Commitments affecting the
financial position of the Company:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the Financial Year to which the
Financial Statements relate and the date of this Report, except
as stated below.

Subsequent to March 31, 2026, the Company successfully
completed a Qualified Institutions Placement (“QIP") of
7,11,00,000 Equity Shares of face value of '1/- each at an issue
price of '227/- per Equity Share, aggregating to '1,613.97 crore.
The QIP opened on July 24, 2026 and closed on July 28, 2026,
and the said Equity Shares were allotted to eligible Qualified
Institutional Buyers on July 28, 2026.

Consequent to the QIP, the net worth of the Company became
positive and stood at ' 679.33 crore, thereby strengthening the
financial position of the Company. The net proceeds of the QIP
will be utilised in accordance with the objects and terms set out
in the relevant placement documents.

Significant and Material Orders passed by the
Regulators or Courts:

During the Financial Year 2025-26, there were no significant and
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations
in future.

Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited and
National Stock Exchange of India Limited. The Company has paid
the annual listing fees for the financial year 2026-27 to both the
Stock Exchanges.

Whole-Time Director (WTD) and Chief Financial
Officer (CFO) Certificate:

In terms of the SEBI Listing Regulations, the certificate, as
prescribed in Part B of Schedule II of the said Regulations, has
been obtained from Mr. Umeshkumar Chhaya, Whole-time
Director (DIN: 11881011) and Mr. Pawan Lohiya, Chief Financial
Officer of the Company, for the Financial Year 2025-26 with
regard to the Financial Statements and other matters. The said
Certificate is attached herewith as Annexure-G and forms part
of this Report.

General Disclosure:

Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:

a. Provision of money by company for purchase of its
own shares by employees or by trustees for the benefit
of employees.

b. Issue of sweat equity shares to employees of your Company
under any Scheme

c. Issue of equity shares with differential rights as dividend,
voting or otherwise.

d. Issue of employee stock options scheme.

e. The Managing Director of the Company does not receive any
remuneration or commission from any of its subsidiary;

f. There were no revisions in the financial statement(s);

g. There was no application made or proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year. However, the Company was admitted in

Corporate Insolvency Resolution Process (CIRP) on August
24, 2018. The Hon'ble NCLT, Ahmedabad bench, vide its
order dated June 20, 2022, approved the Resolution Plan
submitted by the Successful Resolution Applicant;

h. There was no instance of one-time settlement with any
Bank or Financial Institution.

i. There was no failure to implement any corporate action.

Acknowledgement

The Board places on record its sincere appreciation for the
confidence and trust reposed by the Qualified Institutional Buyers
(QIBs) in the Company and its growth prospects, as reflected in
the successful completion of the QIP subsequent to the close of
FY 2025-26.

Your Directors acknowledge the support extended by the
Securities and Exchange Board of India, the Ministry of Corporate
Affairs, the Registrar of Companies and other governmental and
regulatory authorities, including the officials thereof, for their
guidance and support extended to the Company from time
to time.

Your Directors also place on record their sincere appreciation for
the continued support extended by the Company's stakeholders at
large, including investors, customers, banks, financial institutions
and well-wishers.

Your Directors place on record their appreciation for the
valuable contribution made by the employees of the Company.
The Company's consistent growth has been made possible by
their hard work, commitment, dedication, cooperation and
continued support.

For and behalf of the Board of Directors

Maheswar Sahu (Retd IAS)

Date: August 13, 2026 Chairman & Independent Director

Place: Ahmedabad DIN: 00034051