The Board of Directors of your Company (“Board") are pleased to present the 33^rd Annual Report together with the Annual Audited
Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

Financial Highlights:

The financial performance of the Company for the year ended March 31, 2025 is summarised below:

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

CONSOLIDATED

The revenue from operations of the Company stood at
' 1,11,539.25 Lakhs for the financial year ended March 31,
2025. The Company reported a Consolidated Profit after Tax of
' 3449.77 Lakhs for the financial year ended March 31, 2025.

DICABS Nextgen Special Alloys Private Limited, a wholly owned
subsidiary of the Company, was incorporated on June 26, 2024.
Accordingly, there is no significant impact on the consolidated
financial statements for the financial year 2023-24 and 2024¬
25.

STANDALONE

The revenue from operations of the Company stood at
' 1,11,539.25 Lakhs for the financial year ended March 31, 2025

as against ' 34,337.10 Lakhs in the previous year. The Company
reported a Profit after Tax of ' 3,473.51 Lakhs for the financial
year ended March 31, 2025 as compared to Profit after Tax of
' 1,702.50 Lakhs in the previous year.

Your Company is engaged in the business of manufacturer of
conductor, cables and transmission towers. There has been no
change in the nature of business during financial year.

The detailed information on the affairs of the Company has been
covered under the Management Discussion & Analysis, forming
part of this Annual Report.

Payments made under the Resolution Plan:

During the year under review, the company has paid the 2 (Two)
Instalment of ' 59.80 Crore/- (Rupees Fifty Nine Crores and Eighty
Lakhs only) to Secured Financial Creditors on 16^th September,
2024 & 14^th March, 2025, in terms of the approved Resolution

plan read with National Company Law Tribunal, Ahmedabad
Bench order dated 20^th June, 2022.

Dividend

Due to the working capital requirements of the Company, the
Board of Directors does not recommend any dividend for the
financial year 2024-25.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 (“SEBI Listing
Regulations"), the Board of the Company had formulated a
Dividend Distribution Policy. The said policy is available on the
website of the Company at https:*/dicabs.com/investor/policies-
code-of-conductpractices/

Transfer to Reserves

The Board of Directors ('Board') of the Company did not propose
to transfer any amount to the General Reserves, for the year
ended 31^st March 2025.

Deposits

The Company has neither accepted nor renewed any deposits
from the public within the meaning of Section 73 of the Companies
Act, 2013 (“the Act") read with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year 2024-25.

Share Capital
Sub-division/Stock Split

The Board of Directors of the Company in its meeting held on
October 18, 2024 has approved the sub-division/Stock Split of
existing equity shares of Diamond Power Infrastructure Limited,
such that every existing 1(One) equity share of the Company
having face value of ' 10/- (Rupees Ten only) each fully paid up
be sub-divided/stock split into 10 (Ten) equity shares of face value
of ' 1/- (Rupee One only) each fully paid up and the members
of the Company in Extra Ordinary General Meeting held on
Friday, 15^th November, 2024 has also approved the same. The
Board of Directors of the Company fixed Tuesday, 3^rd December,
2024 as Record date for determining entitlement of Equity
Shareholders for issuing equity shares upon sub-division/split
as per following ratio:

“10 (Ten) Equity shares of ' 1/- each of Diamond Power
Infrastructure Limited for 1 (one) Equity share of ' 10/- each of
Diamond Power Infrastructure Limited."

As on March 31, 2025, the Authorised Share Capital of the
Company is ' 450,00,00,000 (Rupees Four Hundred Fifty Crores
Only) divided into 385,85,85,000 (Three Hundred and Eighty Five

Crores Eighty Five Lacs Eighty Five Thousand Only) Equity Shares
of '1/- (Rupee One) each and 6,41,41,500 (Six Crores Forty One
Lacs Forty One Thousand Five Hundred Only) Preference Shares
of ' 10 (Rupees Ten) each.

Minimum Public Shareholding

Further, the Company has received Notices issued by the
Promoters of the Company, GSEC Limited and Monarch Infraparks
Private Limited on June 4, 2025 with respect to Offer for sale of
2,10,00,000 Equity Shares of the Company (representing 3.99% of
the total issued and paid up Equity Share capital of the Company)
to the Retail and Non-retail Investors and for Non-Retail
Investors who choose to carry forward their un-allotted bids
from T day) with an option to additionally sell up to 1,05,00,000
Equity Shares (representing 1.99% of the total issued and paid
up Equity Share capital of the Company). Further, the Company
has received Notices issued by the Promoters of the Company,
GSEC Limited and Monarch Infraparks Private Limited on June
5, 2025 to exercise oversubscription option to additionally sell
up to 1,05,00,000 Equity Shares (representing 1.99% of the total
issued and paid-up equity share capital) of the Company. The said
Offer for Sale was executed on June 5, 2025 and June 6, 2025.
The total Offer size i.e. 3,15,00,000 Equity Shares of ' 1/- each
(representing 5.98% of the total issued and paid-up Equity Share
capital of the Company was considered towards compliance of
minimum public shareholding of the Company, in terms of Rules
19(2)(b) and 19A of the Securities Contracts (Regulation) Rules,
1957, as amended.

With the aforementioned sale of Equity Shares, the shareholding
of the Promoters in the Company has reduced from 90.00%
to 84.02% of the issued and paid-up Equity Share capital of
the Company. The Company will achieve the minimum public
shareholding requirements i.e. 25%, as mandated under Rules
19A(5) of the Securities Contracts (Regulation) Rules, 1957, read
with Regulation 38 of the SEBI Listing 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. Efficacy of Internal
control systems are tested periodically by Internal Auditors with

and Internal Control over financial reporting is tested and certified
by Statutory Auditors. 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

To ensure compliance with all the applicable laws, we have rolled
out a strong and robust digital compliance software ''Complinity".
A comprehensive compliance checklist prepared by Complinity
Team, independent agency, has been developed to outline all
applicable requirements. Each item is mapped to a designated
compliance owner responsible for confirming adherence to
ensure that the compliances are completed within the defined
timelines, automated email reminders are sent to the individual
owners and managers to comply with the requirements within
stipulated timelines.

The respective heads of departments are required to certify the
compliance mapped to their function for onwards submission to
the Board in a summarized form along with legal and regulatory
update. To ensure comprehensiveness, periodic audits of the
compliance tool are conducted by the management and corrective
actions are taken to ensure strict adherence.

Subsidiaries, Joint Ventures and Associate
Company:

As on March 31, 2025, your Company has 1 wholly-owned
Subsidiary named DICABS Nextgen Special Alloys Private
Limited which was incorporated on June 26, 2024. The details
of performance of said subsidiary is mentioned in Form AOC-1
which is annexed as Annexure-A.

Directors and Key Managerial Personnel
Re-appointment of Director

In accordance with Section 152 of the Companies Act, 2013,
read with the Companies (Management & Administration) Rules,
2014, and the Company's Articles of Association, Mr. Himanshu
Jayantilal Shah (DIN: 00572684), a Non-executive Director, is due
to retire by rotation at the forthcoming Annual General Meeting.
Being eligible, Mr. Shah has offered himself for re-appointment.
The Board of Directors recommends his re-appointment. Further
details regarding Mr. Himanshu Jayantilal Shah, as required by
Secretarial Standard 2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI Listing
Regulations, are provided in the Notice convening the Annual
General Meeting.

Mr. Maheswar Sahu (DIN: 00034051) and Mr. Rabindra Nath
Nayak (DIN: 02658070) were appointed as Non-Executive

Independent Directors w.e.f. September 17, 2022, for a term
of three years. Their appointment were approved by the
shareholders in the Annual General Meeting held on December
14, 2022. Their terms will expire on September 16, 2025. On
the recommendation of the Nomination and Remuneration
Committee, the Board reappointed Mr. Maheswar Sahu (DIN:
00034051) and Mr. Rabindra Nath Nayak (DIN: 02658070) for
a period of three years effective from September 17, 2025 to
September 16, 2028, subject to approval of the members at the
ensuing Annual General Meeting. A special resolution seeking
shareholders' approval for their reappointment forms a part of
the Notice.

Changes in Directors/Key Managerial Personnel

During the financial year under review, the Board of Directors
made the following appointments:

• Mr. Pawan Lohiya was appointed as Chief Financial Officer
and Whole-time Director (DIN: 03379216) with effect from
July 1, 2024. His appointment as Whole-time Director was
subsequently approved by the Members of the Company at
the Annual General Meeting held on September 27, 2024.

• Based on the recommendation of the Nomination and
Remuneration Committee, the Board has approved the
appointment of Ms. Diksha Sharma as the Company
Secretary and Compliance Officer of the Company with
effect from August 1, 2024.

• Pursuant to the provisions of Section 161 and 196 of the
Companies Act, 2013, and based on the recommendation
of the Nomination and Remuneration Committee, the
Board approved the appointment of Mr. Vinod Jain as Chief
Financial Officer of the Company with effect from September
6, 2024. Subsequently, the Board approved his appointment
as an Additional Director and Whole-time Director (DIN:
08204721) with effect from October 19, 2024. The Board
of Directors confirms that Mr. Vinod Jain possesses the
requisite integrity, expertise, and experience to discharge his
functions and contribute effectively as Whole-time Director
and Chief Financial Officer of the Company. His appointment
as Whole-time Director was approved by the Members of
the Company at the Extra-Ordinary General Meeting held on
November 15, 2024.

• Mr. Samir Naik was appointed as Chief Financial Officer of the
Company with effect from May 28, 2025 and appointed as
Additional Director (Whole-time Director) (DIN: 11208141)
with effect from August 8, 2025 after closure of financial
year, subject to approval of shareholders in the ensuing 33^rd
Annual General Meeting of the Company. The resolutions for
approving the said appointment form part of the Notice of
33^rd Annual General Meeting (“AGM").

Cessation of Director/Key Managerial Personnel

During the year under review, the following cessations occurred:

• Mr. Aditya Nayak, Chief Financial Officer (in charge) and
Whole-time Director (DIN: 09572942), submitted his
resignation with effect from June 30, 2024, citing better
prospects and relocation to his hometown. The Board
wishes to place on record its sincere appreciation for his
valuable services and contributions to the Company.

• Mr. Tushar Lakhmapurkar resigned from the position of
Company Secretary & Compliance Officer of the Company
with effect from July 30, 2024.

• Mr. Pawan Lohiya resigned from the position of Chief
Financial Officer with effect from September 3, 2024, and
from the position of Whole-time Director (DIN: 03379216)
with effect from October 11, 2024.

• Mr. Vinod Jain resigned from the positions of Chief Financial
Officer and Whole-time Director (DIN: 08204721) with
effect from May 27, 2025 i.e. after closure of financial year.

Director Confirmations and Relationships

All Directors of the Company have affirmed that they are not
disqualified from acting as Directors in terms of Section 164 of
the Companies Act, 2013.

There is no pecuniary or business relationship between the Non¬
executive Directors and the Company, other than the sitting fees
and commission payable to them in accordance with applicable
laws and the approval of the Company's shareholders.

As of March 31, 2025, the Company had three Independent
Directors, including one Woman Independent Director.

As of the date of this Report, Mr. Samir Naik, Chief Financial
Officer & Whole-time Director, and Ms. Diksha Sharma, Company
Secretary, are the Key Managerial Personnel of the Company, as
per 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) 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) t hey have registered their names in the Independent
Directors Databank.

Opinion of the Board regarding Independent
Directors appointed during the year

Our Company's Board is of the opinion that the Independent
Directors possess requisite qualifications, experience and
expertise in Corporate Governance, Legal & Compliance,
Financial Literacy, General Management, Human Resource
Development, Industry Knowledge, Technology, digitisation &
innovation, Marketing, Risk Management, Strategic Expertise
and Sustainability and they hold highest standards of integrity.

Board Meetings

During the year, 9 (Nine) meetings of the Board of Directors were
held. Details about the Board Meetings and Committee Meetings
are given in report on Corporate Governance which forms part of
this Report.

Constitution of various Committees

The Board of Directors of the Company has constituted various
Committees including the following:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

Details of each of the Committees stating their respective
composition is uploaded on our website at www.dicabs.com and
detailed in the Corporate Governance Report attached to and
forming part of this 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 relevant Policy(ies) have been uploaded on
the website of the Company and can be accessed through the link
https:*/dicabs.com/investor/policies-code-of-conduct-practices/

Annual Evaluation of Board, its committees, and
Individual Directors

Pursuant to the provisions of the Act and SEBI Listing Regulations,
2015, the Board has carried out an annual evaluation of its own
performance, its Committees, Independent Directors, Non¬
executive Directors, Executive Director and the Chairman of
the Board.

The NRC of the Board has laid down the manner in which formal
annual evaluation of the performance of the Board, its Committees
and Individual Directors has to be made. It includes circulation of
evaluation forms separately for evaluation of the Board and its
Committees, Independent Directors / Non-executive Directors /
Executive Director and the Chairman of the Company.

The performance of Non-independent Directors, the Board, as a
whole, and the Committees of the Board has been evaluated by
Independent Directors in a separate meeting held on February
10, 2025. At the same meeting, the Independent Directors also
evaluated the performance of the Chairman of the Company, after
taking into account the views of Executive Director and Non¬
executive Directors. Evaluation done by the Independent Directors
was submitted to the NRC and subsequently to the Board.

Thereafter, the Board at its meeting discussed the performance
of the Board, as a whole, its Committees and Individual Directors.
The Board expressed satisfaction on the overall functioning of the
Board and its Committees. The Board was also satisfied with the
contribution of the Directors, in their respective capacities, which
reflected the overall engagement of the Individual Directors.

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 at https:/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 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:

a) Internal Auditors:

As per the recommendation of the Audit Committee, the
Board of Directors of the Company at its Meeting held on
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:

i n terms of Section 139 of the Act, 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.

There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors, in their Audit Report for
the Financial Year 2024-25 except for those detailed in the
attached Auditors' report included in the Annual Report.

The Statutory Auditors of the Company has provided the
following qualification in its Audit Report for financial year
2024-25:

Qualification: Non maintenance of Fixed Assets registers,
non-impairment of fixed assets and depreciation
provided thereon.

Management response: The Company has been taken
over on 17-09-2022 by new management on approval of
resolution plan by NCLT dated 20-06-2022. Fixed Asset
Register is still under preparation due to voluminous nature
and limited availability of data. The same is expected to be
completed in the next fiscal year.

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, the Company had appointed Mr. Ashish
Shah, Practicing Company Secretary and Proprietor of M/s
Ashish Shah & Associates, Ahmedabad (Membership No.:
5974 and COP No.: 4178), for conducting Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report
for the Financial Year ended March 31, 2025 is appended
to this Report as Annexure-B. There are no qualifications,
reservations, adverse remarks or disclaimers made by the
Secretarial Auditors, in their Audit Report for the Financial
Year 2024-25 except for those detailed in the attached
Auditors' report included in the Annual Report.

Based on the recommendation of the Audit Committee, the
Board of Directors, at its Meeting held on August 8, 2025,
subject to the approval of the Members of the Company,
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 proposal for appointment of M/s Ashish Shah &
Associates as the Secretarial Auditors of the Company is
included in the notice of the ensuing AGM for the approval
of the Members.

M/s Ashish Shah & Associates had submitted a consent
letter stating that it is eligible for appointment as
Secretarial Auditor as per the provisions of Section 204 of
the Companies Act, 2013, and Regulation 24A of the SEBI
Listing Regulations, and circulars issued thereunder.

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, 2025, 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 2024-25.

d) Cost Auditors:

Our Company is required to prepare and maintain the cost
accounts and cost records pursuant to Section 148(1)
of the Act read with rules made thereunder. Based on
the recommendation of the Audit Committee, the Board
appointed M/s Dalwadi & Associates, Cost Accountants,
(FRN: 000338), as the Cost Auditors to conduct the cost
audit of the Company for FY 2025-26 at a remuneration of
' 2,00,000 (Rupees Two Lakhs only) plus taxes and out of
pocket expenses, if any on actual basis.

The Company has received consent from M/s Dalwadi &
Associates, Cost Accountants, (FRN: 000338), to act as the
Cost Auditor of your Company for FY 2025-26, along with
the certificate confirming their eligibility.

In accordance with the provisions of Section 148(1) of the
Act and Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor
is required to be ratified by the Members of the Company.
Accordingly, an Ordinary Resolution, for ratification of
remuneration payable to the Cost Auditor for FY 2025-26,
forms part of the Notice of the ensuing AGM.

e) Reporting of Fraud by Auditors:

During the year under review, 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 year under review, the Company has complied with
all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.

Corporate Social Responsibility:

Pursuant to Section 135 of the Companies Act, 2013, during the
previous financial year 2023-24, the Company recorded a net
profit of '17,02,49,842.21. Accordingly, provisions of Corporate
Social Responsibility (CSR) were applicable to the Company during

the financial year 2024-25 and Company was required to spend
2% of the average net profits of the Company made during the
three immediately preceding financial years which came negative
amounts of (' 39,31,287.49).

The Board took note that, as per applicable provisions and above
net loss, there is no mandatory requirement to spend on CSR
activities in the financial year 2024-25, and the constitution of
a CSR Committee.

However, the Board in its meeting held on February 10, 2025
has approved the Corporate Social Responsibility (CSR) Policy
of the Company, in alignment with the Company's long-term
commitment to social responsibility which is available on the
website of the company at https:*/dicabs.com/investor/policies-
code-of-conduct-practices/

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 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-C. As per the second

proviso to Section 136(1) of the Act and second proviso of Rule
5 of the Rules, the Report and Financial Statements are sent
to the Shareholders excluding the statement on particulars
of employees under Rule 5(2) of the Rules. Any Shareholder
interested in obtaining such details may write to the Company
Secretary of the Company at cs@dicabs.com and the same shall
be furnished on such request.

Particulars of contracts or arrangements with
related parties referred to in Sub-Section (1) of
Section 188 of the Companies Act, 2013:

During the year, 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. Our
Company has formulated a 'Policy on Related Party Transactions',
which is also available on the Company's website at https:/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 2025, are
given in Notes to the Standalone Financial Statements, forming
part of this Annual Report.

During the year under review, the Board at its meeting held on
25^th July, 2024 has approved entering into material Related Party
Transaction(s) with i) GSEC Limited, a Promoter Company for an
aggregate value of up to ' 250 crore; and ii) Monarch Infraparks
Private Limited, a Promoter Company for an aggregate value of
up to ' 125 crore and (iii) Premjayanti Enterprises Private Limited,
Subsidiary of Promoter Company for an aggregate value of up
to ' 125 crore for the financial year 2024-25 and 2025-26.
Thereafter, the members of the Company in its Annual General
Meeting held on September 24, 2024 has also approved the same.

The Board at its meeting held on Friday, August 8, 2025 has
proposed to approve the material modification in material Related
Party Transaction(s) with i) GSEC Limited, a Promoter Company for
an aggregate value of up to ' 300 crore; and ii) Monarch Infraparks
Private Limited, a Promoter Company for an aggregate value of
up to ' 300 crore for financial year 2025-26.

As per SEBI Listing Regulations, 2015, the resolutions for
approving the above-mentioned material Related Party
Transaction(s) form part of the Notice of ensuing AGM.

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-D.

Annual Return

Pursuant to provisions of Section 92 of the Companies Act,
2013 the Annual Return of the Company as on 31^st March, 2025
is available on the website of the Company and the same can
be accessed on the Company's website at https:*/dicabs.com/
investor/general-meeting-records/

Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the financial
year ended March 31, 2025, 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, 2025 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 at https:*/dicabs.com/investor/financial-reports/

Whistle Blower Policy

The Company has formulated a Vigil Mechanism-cum-Whistle
Blower Policy (“Policy") as per the requirements of Section 177
of the Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations. The Policy is applicable to all Directors and
Employees of the Company. As per the Policy, a whistle blower
can make protected disclosures to the Chairman of the Audit
Committee. During the Financial Year 2024-25, no unethical
and/or improper practice or any other wrongful conduct in the
Company by any person was reported under the said Policy. The
said policy can be accessed on the website of the Company at
weblink: https:*/dicabs.com/investor/policies-code-of-conduct-
practices/

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 entitlements are duly
provided and adhered to.

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 year under review, no complaints were received from
any of the employees.

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-E to this report.

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

During the year under review, 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.

Significant and Material Orders passed by the
Regulators or Courts:

During the Financial Year 2024-25, 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 2025-26 to both the
Stock Exchanges.

Managing Director (MD) 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. Samir Naik, Whole-time Director (DIN:
11208141) and Chief Financial Officer, for the Financial Year
2024-25 with regard to the Financial Statements and other
matters. The said Certificate is attached herewith as Annexure-F
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 24^th
August, 2018. The Hon'ble NCLT, Ahmedabad bench, vide
its order dated 20^th June, 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

Your Directors' acknowledge the support extended by the
Securities and Exchange Board of India, Ministry of Corporate
Affairs, Registrar of Companies and all other governmental and
regulatory authorities for the guidance and support received
from them including officials there at from time to time. Your
Directors' also place on record their sincere appreciation for the
continued support extended by the Company's stakeholders in
large including investors, customers, banks, financial institutions
and well-wishers for their continued support during the year. Your
Directors' place on records their appreciation of the contribution
made by the employees of your Company. Your Company's
consistent growth was made possible by their hard work,
solidarity, cooperation and support.

For and behalf of the Board of Directors

Maheswar Sahu (Retd IAS)

D_at_e: A_ug_ust 8, 2025 Chairman & Independent Director

Place: Ahmedabad ^{DIN: 00034051}