The Shareholders,

The Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company together with the Audited financial statements for the financial year ended on 31^st March, 2018.

1. Financial Performance & Highlights

(In Rupees)

2. Brief description of the Company’s working during the year/State of Company’s affair

The Company is engaged in the business of Manufacturing LT/HT Cables and wires. There has been no change in the business of the Company during the financial year ended March 31, 2018. Your Company recorded a satisfactory performance during the year. In the distribution segment, your Company achieved consistent, competitive, profitable and responsible growth along with significant margin improvement.

Gross revenues increased to Rs.3,603,617,324.85, against Rs. 3,046,639,174.36 in the previous year due to more supply order placed by the customers. The net profit of the company for the year under review is Rs.74,293,877.89. The business landscape in your Company’s operating segments was rendered challenging during the year due to fluctuations in the raw material cost during the period which entails the overall expense cost. Despite the challenging business environment as aforestated, Gross Revenue for the year grew by 25.61% approximately representing a marginal improvement from financial year 2016-17.

With the increase in production due to expansion of the company with commencement of one more unit at Reengus, it is anticipated that it will enhance the financials of the company for the coming years. The performance of wires & cables exporting economies is likely to be volatile, while there will be robust growth in economies, the demand for the products of the company will progressively inflate in future. These are fundamentally positive dynamics for the company. The overall performance of the company was satisfactory during the period.

3. Dividend

The Company has recommended a final dividend of Rs. 0.25/- (2.5%) per equity share for the financial year 2017-2018.The dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The total dividend pay-out works out to 0.25% of the net profit for the financial results.

The Register of Members and Share Transfer Books will remain closed from 24^th September, 2018 to 30^th September, 2018(both days inclusive) for the purpose of payment of the dividend for the Financial Year ended 31 March, 2018.

4. Transfer to Reserves & Surplus

Your Directors do not propose to transfer any amount to the Reserves for the Financial Year ended on 31^st March, 2018.

5. Share Capital

During the year under review, your Company’s Authorised Share Capital has increased from Rs. 110,000,000 (Rupees Eleven Crores Only) to Rs. 230,000,000 (Rupees Twenty Three Crores Only).

Further, the Company has issued and allotted 53,90,000 (Fifty Three lakhs Ninety thousand) bonus shares to the equity shareholders in the ratio of 0.5:1 (i.e. 0.5 fully paid up equity share of 10/-(Rupees ten only) each for one fully paid equity share held by members)to all the members registered in the Register of Members of the company as on 21.08.2017.

The company has also issued and allotted 58,44,000 (Fifty Eight lakh and Forty Four thousand)equity shares of Rs. 10/-(Rupees Ten only) each during the year under review in the Initial Public Offer of the company in December, 2017.

On 31^st March, 2018 the paid up share capital of the company was Rs. 22,01,40,000 (Rupees Twenty two crores one lakh forty thousand only) During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

6. Director’s & Key Managerial Personnel

During the year under review, there are several changes in the Board of Directors &Key Managerial Personnel (KMPs) of the Company which are as follow:

1. Change in Board of Directors:

- Mr. Om Pal Sharma was appointed as Professional Director of the company by the members of the company in the Extra - Ordinary General Meeting held on 15.05.2017

- During the year, Mr. Ashish Mangal was re-designated from director to Managing Director, Mr. Rahul Mangal was re-designated from Director to Chairman and Non- executive director in the Extra - Ordinary General Meeting of the company held on 16.08.2017.

- Mr. Om Pal Sharma ceased from the position of Director of the company in the Extra - Ordinary General Meeting held on 16.08.2017.

- Mrs. Shalu Mangal appointed as Whole time director of the company in the Extra - Ordinary General Meeting held on 16.08.2017

- Mr. Rahul Mangal, Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re- appointment for the consideration of Members of the Company at the ensuing Annual General Meeting. The details of Directors being recommended for reappointment as required under the Securities and Exchange board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice for convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

- Mr. Ashok Kumar Bhargava and Mr. Arvind Kalia appointed as Independent Director of the company Director with effect from 04.11.2017. Mr. Arvind Kalia ceased from the position of Independent Director w.e.f 05.04.2018. Mr. Saurav Gupta appointed as Additional Director (Independent) w.e.f 11.06.2018..All Independent Directors have given declarations that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Change in Key Managerial Personnel:

- Mr. Murari Lal Poddar was appointed as a Chief Financial Officer by the Board in its meeting held on28.08.2017

- Mr. Suresh Kumar Dalmia has resigned from the position of Company Secretary with effect from 01.09.2017

- Mr. Honey Chordia was appointed as a Company Secretary and compliance officer with effect from 01.09.2017.

7. Number of Meetings of the Board

The Board of the Company has met Seventeen (17) times i.e. on 11 April 2017, 29 May 2017, 22 July 2017, 14 August 2017, 22 August 2017, 28 August 2017, 30 August 2017, 01 September 2017, 21 September 2017, 26 October 2017, 07 November 2017, 24 November 2017, 02 December 2017, 07 December 2017, 12 December 2017, 27 December 2017, 28 March 2018. The intervening gap between the Meetings was within the time as prescribed under the Companies Act, 2013 and Secretarial Standards issued by The Institute of Company Secretaries of India (“Secretarial Standards”).

Pursuant to the requirements of Schedule IV to the Companies Act, 2013, a separate Meeting of the Independent Directors of the Company was also held on 20^thDecember, 2017, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

8. Committees of the Board

The Board of Directors has the following committees:

a. Audit Committee

Audit committee of the Board has been constituted in terms of section 177 of the Companies Act, 2013. The role of Audit Committee is to provide direction and oversee internal audit and risk management function, review financial results and annual statements, interact with statutory auditors and such other matters as required under Companies Act, 2013. The terms of reference of audit committee of the company are as follows:

1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

a. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. disclosure of any related party transactions;

f. modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

21. To review the functioning of the whistle blower/Vigil mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

_g) Composition of Audit Committee:_

Notes: The committee was reconstituted by the Board of directors through circular resolution dated 11^th June, 2018.

* Mr. Arvind Kalia, ceased to be the member of committee w.e.f 06^th April, 2018

**Mr. Ashish Mangal, ceased to be the member of committee w.e.f 11^th June, 2018

***Mr. Saurav Gupta, Independent Director was appointed as the member of the committee w.e.f 11^thJune, 2018

**** Mr. Rahul Mangal, Non-executive Director was appointed as the member of the committee w.e.f 11^th June, 2018

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee pursuant to the provisions of section 178 of the Companies Act, 2013. The terms of reference are as follows:

- Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

- Formulate the criteria for determining the qualifications, positive attitude and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

- Formulation of criteria for evaluation of performance of independent directors and the board of directors;

- Devising a policy on diversity of board of directors;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

- Determine our Company’s policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

- Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

- Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

- Decide the amount of Commission payable to the Whole time Directors.

- Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

- To formulate and administer the Employee Stock Option Scheme.

c. Stakeholders’ Relationship Committee

The Company has formed Stakeholders’ / Investor Grievance committee pursuant to the provisions of section 178 of the Companies Act, 2013.

The committee is required to the redressal of shareholders’ and investors’ complaints. The terms of reference are as follows:

- Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

- Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and

- Review the process and mechanism of Redressal of Shareholders /Investors grievance and suggest measures of improving the system of Redressal of Shareholders /Investors grievances.

- non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

- Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

- Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time.

- Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

d. Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee under section 135 of the Companies Act, 2013 is provided in the Annexure “A”

9. Subsidiary Companies/Joint Venture/ Associates Company

The Company does not have any Subsidiary/Joint Venture/Associates Company as on March 31, 2018.

10. Auditor

(A) Statutory Auditor:

Due to some unavoidable reasons the statutory auditor of the Company M/s H.C. Bothra & Associates (FRN- 008950C) Chartered Accountants, resigned w.e.f 18.05.2018, therefore creating casual vacancy. Thereafter, the company has appointed M/s. Madhukar Garg& Company, Chartered Accountants, (FRN- 000866C) as statutory auditors of the company to conduct the statutory audit for the financial year 2017-18 and to hold office until the conclusion of the ensuing Annual General Meeting of the Company. The board of directors in their meeting held on September 5, 2018 recommended the appointment of M/s Madhukar Garg& Co. (FRN: 000566C) for a period of 5 years from the conclusion of the ensuing Annual General Meeting, till the conclusion of 16^th Annual General Meeting to be held in the calendar year 2023.

M/s. Madhukar Garg& Company has provided their consent and eligibility certificate to the effect that their appointment, if made at the ensuing Annual General Meeting, shall be in accordance with the conditions specified in the Act. Accordingly, requisite resolution forms part of the Notice convening the Annual General Meeting.

(B) Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V.M. & Associates, Company Secretaries (FRN P1984RJ039200) to undertake the Secretarial Audit of the Company for the financial year 2017-18. Further, M/s V.M. & Associates, Company Secretaries (FRN P1984RJ039200) has been appointed as secretarial auditor of the company for the financial year 2018-19 in the meeting of the board of directors held on 5^th September, 2018 for F.Y 2018-19. As required under section 204 (1) of the Companies Act, 2013 The Secretarial Audit Report submitted by them in the form MR-3 is enclosed as Annexure-B and forms part of this report. The report doesn’t contain any reservation, qualification or adverse mark except the following comment: “During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except expense on CSR activities below the prescribed limit”.

Board’s Explanation for shortfall amount spent on CSR Activities: In terms of CSR Policy of the Company, during the financial year 2017-18 the company has spent Rs. 5.38 lakhs of the available funds in CSR Activities, utilized for long term projects or programmes. In addition to existing projects, the Company has identified long term project of Jaipur and in outer areas. Therefore, Company has earmarked funds in line with its Policy as well as prescribed CSR Expenditure. However, the implementation of such project will commence in FY 2018-19 as the Company is under process of formulating implementation plan and taking various approvals required in this regards. The Company has incurred CSR Expenditure during the year under review in line with CSR Policy of the Company. The Company has changed lives of many people across India with its various social initiatives since many years. It is the Company’s continuous endeavor to increase its CSR impact and spend over the coming years, supplemented by its continued focus towards sustainable development and responsible infrastructure.

(C) Cost Auditors:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company had appointed M/s Maharwal& Associates (FRN: 101556) as cost auditor for the financial year 2017-18 for conducting the Audit of cost records maintained by the company. The cost audit report for the financial year 201718 will be received by the cost auditor of the company and will be filed by the company within the prescribed time provided under Companies Act, 2013 and rules made thereunder. Further, M/s Maharwal& Associates (FRN: 101556) has been appointed as cost auditor of the company for the financial year 2017-18 in the meeting of the board of directors held on 5^th September, 2018 for F.Y 2018-19.

(D) Internal Auditor:

Pursuant to the provisions of Section 138 and rule 13 of Companies (Accounts) Rules, 2014 any other applicable provisions of the Companies Act, 2013 and the rules made there under, M/s Ritul Patwa & Company was appointed as the Internal Auditor of the company for the financial year 2017-18 and submitted their report on Internal Audit to the company on quarterly basis.

Further M/s Ritul Patwa & Company, Chartered Accountant (FRN 017878C) has been reappointed as an Internal Auditor of the Company in the meeting of the board of directors held on 21^st May, 2018 for F.Y 2018-19.

11. Management representation:

1. Assets shown under the head Capital W ork-in-Progress in the Balance sheet of the company as at March 31, 2018 were not used during the year.

2. Company has not given any Guarantee for loans taken by others from Banks/Financial Institutions during the Financial year 2017-18

3. Inventory of the Company, has been physically verified by us at reasonable intervals during the financial year 2017-18 and the procedure of physical verification of Stocks followed by us is reasonable and adequate in relation to the size and nature of business of the company

4. There are no undisputed amount payable for a period of more than six months from the date they become payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, P.F., E.S.I. and Investors Education and Protection Fund ,as may be applicable ,which are outstanding as at 31^st March 2018

5. Loans and advances and other Current Assets are realisable at value as stated in the Balance Sheet as at 31st March,2018 as on date.

6. During the financial year from 1^st April, 2017 to March 31, 2018 production of DYNAMIC CABLES LIMITED have been run with Single shift Basis for all units situated at Road No.13, Road No.6, Road No.13, and Reengus unit.

7. Sundry Debtors as on at 31st March, 2018 of Rs.98,26,54,204.83 (Rs. Ninety Eight Crores Twenty Six Lakhs Fifty Four Thousand Two Hundred Four and Eighty Three paise only)as per details here in below are considered as good.

8. All fixed assets have been physically verified by us with reasonable intervals during the year from 1^st April 2017 to March 31, 2018 and no material discrepancies have been noticed. Further no fixed assets have been revalued during the year ended on31.03.18

9. Company does not have any disposable By-products.

10. Inventory as at 31^st March, 2018 is as under:

11. Cash-on-hand is Rs.7, 10,091.00 (Rs. Seven Lacs Ten thousand Ninety One Only) as on 31.03.2018.

12. Company has no work in progress physical stock as at March 31, 2018.

13. Company has not made any payment in Excess of Rupees Ten Thousand in cash for the year ended as on 31st March 2018. All the payments were made according to I.T. Act u/s 40A (3).

14. Company have taken or accepted all loan and deposits and repaid the same as per rules U/s 269 SS/T i.e. through an account payee Cheque or an account payee bank draft during the financial year 2017-18.

15. Total Contingent liabilities are as follows

CONTINGENT LIABILITIES &COMMITMENTS

And also certify that we have booked all contingent liability and have no other contingent liabilities.

12. Vigil Mechanism / Whistle Blower Policy:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the reporting period no personnel was denied access to the audit committee and no complaints were receiving during the period. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.dynamiccables.co.in/vigil-mechanism.html

13. Risk Management:

In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013company has developed and implemented Risk management policy including identification of elements of risk. Your Company has identified the following risks:

- Commodity Price Risk

Risk of price fluctuation on basic raw materials used as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

- Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company’s dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

- Human Resource Risk

Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

- Competition Risk

Your Company is exposed to competition risk particularly from China. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

- Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

- Industrial Safety, Employee Health and Safety Risk

The Wires & Cables industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

14. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9, is included in this report as Annexure-G and forms an integral part of this report.

15. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

16. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. Particulars of Loans, Guarantees or Investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

18. Particulars of Contracts or Arrangements with Related Parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arm’s Length Basis. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and rules specified thereunder is provided at Annexure- “C”.

Further, related party transactions have been disclosed under the Note No. 24 of significant accounting policies and notes forming part of the financial statements in accordance with “Accounting Standard 18”. None of the transactions with related parties were in conflict with the interest of the Company.

19. Listing with Stock Exchanges

Your Company’s shares are listed on the Bombay Stock Exchange - SME Platform (BSE). Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given. Your company came up with an IPO and from approval of draft prospectus to Listing of company event took place in following manner:

1. Draft Prospectus has been approved by Board of Director in their Board Meeting held on 21.09.2017.

2. BSE In principle approvals has been received on 06.11.2016 and after that final prospectus have been filed with ROC, BSE, SEBI and other concerned authorities on 24.11.2017.

3. Approval of ROC have been received and after that our Public Issue was open from 04.12.2017 to 06.12.2017 and issue was approximate 69.8 times oversubscribed and allotment of the IPO was made to successful applicants on 12.12.2017.

4. Your company got listed on BSE SME on 14.12.2017.

20. Corporate Governance:

According to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company, being a SME Listed Company of BSE Ltd, is exempted from the compliance of corporate governance requirements as provided under regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C, D and E of Schedule V.)Further, the Management Discussion and Analysis Report is also presented in separate sections forming part of the Annual Report.

21. Environment and Safety

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources. Dynamic Cables Limited recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015. Continuous efforts to preserve the environment are pursued.

Employees’ well-being and safety is of paramount importance to us. Creating a safe and healthy work environment is the most material issue in our operations. The focus is to continuously improve our health and safety performance. Our operations are comparatively safe and do not use significant amount of hazardous materials. All our employees are provided with relevant personal protective equipment according to the nature of work handled. They are also imparted relevant training on safety and handling of hazardous materials.

22. Corporate Social Responsibility Initiatives

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is applicable on your company for the Financial Year 2017-2018.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at: http://www.dynamiccables.co.in/CSR-Policy.pdf

The key philosophy of CSR initiatives of the Company is guided by three core commitments:

1. Create meaningful and long lasting impact on the society at large with minimal resource for economic development.

2. Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Company‘s profits for social projects.

3. Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting of Scale, Impact and Sustainability.

The Company undertakes CSR initiatives in compliance with Schedule VII to the Act and Policy of the company.

The annual report on CSR activities is annexed herewith marked as Annexure “A” to this Report.

23. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c)

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and of the Profit 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 Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) The Director had laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

f) The Director has devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively

24. Transfer of Amounts to Investor Education and Protection Fund

Your company has not paid any divided in past years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. Management Discussion And Analysis Report

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, Management’s Discussion and Analysis of the financial condition and results of operations have been provided separately in Annexure “D” with this Annual Report.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in Annexure- “E” which forms an integral part of this report.

27. Internal Control Systems And Their Adequacy

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required under laws. The Audit Committee gives valuable suggestions from time to time for improvement of the company’s business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective

28. Nomination And Remuneration Policy of Directors, Key Managerial Personnel and Other Employees

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the company has approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy For Remuneration To Directors/ KMP/ Senior Management Personnel etc.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished on the website of the company at http://www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf

29. Formal Annual Evaluation

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Board’s performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

Performance Evaluation of the Board and Committees

In respect of the Financial Year ended 31st March, 2018, the Board conducted its self-evaluation, that of its Committees and all of its individual Members. Some of the parameters which were taken into account while conducting Board evaluation were: Leadership initiative, Initiative in terms of new ideas and planning for the Company, Professional skills, problem solving, and decision-making, Compliance with policies of the Company, ethics, code of conduct, etc. The evaluation of each of the Board Committees were done on parameters such as Committee meetings are conducted in a manner that encourages open communication, meaningful participation and timely resolution of issues etc.

Performance Evaluation of Non-Independent Directors

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as Attendance and participations in the Meetings, Raising of concerns to the Board, Safeguard of confidential information, Rendering independent, unbiased opinion and resolution of issues at meetings, Initiative in terms of new ideas and planning for the Company, Safeguarding interest of whistle-blowers under vigil mechanism etc.

Evaluation Outcome

It was assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions-effective in decision making, effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities, effective for identifying material risks and reporting material violations of policies and law etc.

The Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit additional oversight and guidance. Comprehensive agendas are sent to all the Board Members well in advance to help them prepare and keep the Meetings productive. The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day to day management of the business, in line with the strategy and long term objectives.

The Executive Directors and Non-executive Directors provided entrepreneurial leadership of the Company within a framework of prudent and effective controls, with a balanced focus on policy formulation and development of operational procedures. It was acknowledged that the management afforded sufficient insight to the Board in keeping it up-to-date with key business developments which was essential for each of the individual Directors to maintain and enhance their effectiveness. The policy on Board Performance Evaluation has been posted on the Company’s website at http://www.dynamiccables.co.in/performance-evaluation-policy.pdf

30. Sexual Harassment Policy

The company has a policy on prohibition, prevention and Redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013and the rules framed there under, the Company has formed an Anti-Sexual Harassment Policy.

The following is summary of sexual harassment complaints received and disposed off during the year 2017-18.

- Number of complaints pending at the beginning of the Financial Year: NIL

- Number of complaints received during the Financial Year: NIL

- Number of complaints disposed off during the Financial Year: NIL

- Number of complaints unsolved at the end of the Financial Year: NIL

31. Particulars of Employees

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 no employees drawing remuneration in excess of the limits set out in the said rules. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure-“F” which forms an integral part of this report.

32. Dematerialisation of Shares

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2018, 100% of the share capital stands dematerialized.

33. Internal Financial Control

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment and continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

34. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company’s website athttp://www.dynamiccables.co.in/code-of-conduct.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

35. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the designated employees have confirmed compliance with the Code.

36. Payment of Listing Fee

Your company has paid Annual listing fee of BSE for the F.Y. 2018-19

37. Cautionary Statement

Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

38. Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continuous support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thank the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

For and on Behalf of the Board

For Dynamic Cables Limited

Sd/-

Rahul Mangal Place: Jaipur

Chairman& Director Date: September 5, 2018

DIN: 01591411