DCG Cables & Wires Ltd Directors Report

To,

The Members,

DCG CABLES & WIRES LIMITED

(FORMERLY KNOWN AS DCG CABLES & WIRES PRIVATE LIMITED)

The Board of Directors are pleased to present its Eighth Annual Report on the operations of DCG CABLES & WIRES LIMITED ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2025 is as under:

(Rs. in Lakhs)

PARTICULARS		STANDALONE -	STANDALONE -
		FINANCIAL	FINANCIAL
		STATEMENTS-YEAR	STATEMENTS-YEAR
		ENDED	ENDED
		MARCH 31, 2025	MARCH 31, 2024
Revenue from Operations		12756.13	10,110.29
Other Income		111.61	7.32
Total Income		12867.73	10117.61
Expenses:
-	Cost of Material Consumed	11889.98	8618.24
-	Purchase of Stock-in Trade	-	-
-	Other Operating & Manufacturing Cost	80.52	50.71
-	Changes in Inventories	(1282.56)	(377.01)
-	Employee benefits Expenses	328.74	120.24
-	Finance Costs	309.76	292.07
-	Depreciation and Amortization Expenses	267.32	103.72
-	Other Expenses	135.30	87.10
Total Expenses		11729.08	8895.04
Profit / (Loss) before exceptional and extra-		1138.66	1,222.57
ordinary Items and tax
Prior Period Items		-	3.51
Profit / (Loss) after Extra Ordinary Items and		1138.66	1,219.06
before tax
Tax Expense:		328.25	333.89
A)	Current Income Tax	315.15	337.58
B)	Deferred Tax (Assets)/Liabilities	13.10	(3.70)
Profit / (Loss) After Tax		810.40	885.17

STATE OF COMPANYS AFFAIRS AND OPERATIONS:

Your Company was originally incorporated as ‘DCG Copper Industries Private Limited as Private Limited Company under the provisions of Companies Act, 2013 vide Certificate of Incorporation dated September 29, 2017 bearing Corporate Identification Number U36999GJ2017PTC099290 issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, Govt. of India. Subsequently, the name of our company has changed from ‘DCG Copper Industries Private Limited to ‘DCG Cables & Wires Private Limited" vide Fresh Certificate of Incorporation dated August 10, 2023 bearing Corporate Identification Number U36999GJ2017PTC099290. Further, our Company was converted in to a public limited Company pursuant to a special resolution passed by our shareholders at the EGM held on August 11, 2023 and consequently the name of our Company was changed to ‘DCG Cables & Wires Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Ahmedabad dated August 24, 2023. The CIN of the Company is L36999GJ2017PLC099290.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2024-25.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company as part of the Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on "State of Companys Affairs and Operations" and the Company continues to be in the same line of business as stated in main objects of the existing Memorandum of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year 2023-24, the Company made an Initial Public Offer (IPO) for 49,99,200 Equity shares of Rs. 10/- each at an issue price of Rs. 100/- having an issue size of Rs. 4999.20 lakh. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on April 16, 2024.

During the year under review, no changes have been taken place in the Paid-up Share Capital of your Company.

At the end of financial year 2024-25, paid-up share capital was Rs. 18,14,96,000 comprised of 1,81,49,600 equity shares ofRs. 10/ - each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBIC ISSUE:

In the Financial Year 2024-25, your Company got listed on NSE Emerge, and till date of Boards Report Company has utilized funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the public.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of: a) Mr. Devangbhai Patel, Managing Director b) Mr. Harshadbhai Patel, Non-Executive & Non-Independent Director c) Ms. Ushaben Patel, Non-Executive & Non-Independent Director d) Mr. Utkarsh Shah, Non-Executive & Independent Director e) Ms. Dhruvi Patel, Non-Executive & Independent Director f) Mr. Viraj Shah, Non-Executive & Independent Director g) Mr. Akshay Jain, Chief Financial Officer h) Ms. Shwetal Maliwal, Company Secretary and Compliance Officer

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2024-25, following changes took place in the board composition as under:

Name of	Date of event	Reasons for changes in the Board
Director
Ayush Shah	March 19, 2025	Resigned as Independent and Non-Executive
		Director
Viraj Shah	March 19, 2025	Appointed as Independent and Non-Executive
		Director

• Retirement by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof Mr. Devangbhai Patel, Managing Director, retires by rotation at the ensuing and being eligible, offers himself for re-appointment.The Board recommends the aforesaid re-appointment.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct ofthe Company. Further, a certificate of non -disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & Associates Practicing Company Secretary, Ahmedabad is annexed along with the Form MR-3 at "Annexure E".

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, Ten Board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are as under:

Name of Directors	Designation	No. of Board meeting	No. of Board
		(eligible to attend during	meeting attended
		the tenure)
Mr. Devangbhai Patel	Managing Director	10	10
Mr. Harshadbhai Patel	Non-Executive Director	10	10
Ms. Ushaben Patel	Non-Executive Director	10	10
Mr. Utkarsh Shah	Non-Executive Independent	10	10
	Director
Ms. Dhruvi Patel	Non-Executive Independent	10	10
	Director
Mr. Viraj Shah$	Non-Executive Independent	1	1
	Director
Mr. Aayush Shah*	Non-Executive Independent	9	9
	Director

$ appointed as Non -Executive Independent Director on March 19, 2025

* resigned as Non-Executive Independent Director on w.e.f. closing business hours of March 19, 2025

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in committees are not applicable.

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act, 2013, except Mr. Harshad Bhai Patel is the Husband of Mrs. Ushaben Patel and Father of Mr. Devang Patel.

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises following members.

SN	Name of Members	Category	Designation
1.	Utkarsh Shah	Independent Director	Chairman
2.	Dhruvi Patel	Independent Director	Member
3.	Viraj Shah	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:

(i) Terms of reference of the Audit Committee is, as under:

The scope of audit committee shall include, but shall not be restricted to, the following:

1. Oversight of the listed entitys 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 auditors report thereon before submission to the board for approval, with particular reference to: I. matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; II. changes, if any, in accounting policies and practices and reasons for the same;

III. major accounting entries involving estimates based on the exercise of judgment by management; IV. significant adjustments made in the financial statements arising out of audit findings;

V. compliance with listing and other legal requirements relating to financial statements; VI. disclosure of any related party transactions;

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

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

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 auditors 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, 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. 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; 16. 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; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20. Carrying out any other function as is mentioned in the terms of reference of the audit committee. 21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

(ii) Meetings:

During the year 2024-25, Four meetings of the Committee were held.

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Nomination and Remuneration Committee comprises the following members:

SN.	Name of Members	Category	Designation
1.	Utkarsh Shah	Independent Director	Chairman
2.	Dhruvi Patel	Independent Director	Member
3.	Viraj Shah	Independent Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

(i) Terms of reference of the Nomination and Remuneration Committee is as under:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors; 4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. 6. 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. 7. recommend to the board, all remuneration, in whatever form, payable to senior management.

(ii) Meetings:

During the year 2024-25, Twomeetings of the Committee were held.

(iii) Nomination and remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration

Committee, framed and adopted a Nomination and Remuneration Policy. The said policy is available on the website of the Company at https://dcgcableswiresltd.com/policies/

Salient features of the policy dealing with nomination and remuneration are as under:

Nomination Criteria

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee based on the performance, experience and expertise and will be recommended to the Board for its approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole -time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made there under.

3. Increments to the existing remuneration / compensation structure, based on the performance may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole -time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).

The constituted Stakeholders Relationship Committee comprises the following members:

SN		Name of Members		Category	Designation
1.		Utkarsh Shah		Independent Director	Chairman
2.	Dhruvi Patel		Independent Director		Member
3.	Viraj Shah		Independent Director		Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

(i) Terms of reference of the Stakeholders Relationship Committee is as under:

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

(ii) Meetings:

During the year 2024-25, One meeting of the Committee were held.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting. A separate meeting of the Independent Directors was held on March 19, 2025 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporategovernance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviorand judgement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as "Annexure A".

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as "Annexure B" to this report.

During the year under review, there was no employee whose remuneration was in excess of the limits prescribed under Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company had Mangalam Envago Products Private Limited as its subsidiary. A statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) is attached as "Annexure C" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the FY2024-25, the Company had a CSR obligation of Rs. 10.07 lakh to be spent towards CSR activities approved from time to time.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as "Annexure D" and forms an integral part of this Report.

AUDITORS:

Statutory Auditors:

M/s. Patel & Panchal, Chartered Accountants are the Statutory Auditors of the Company for a period of five years from the financial year 2023-24 to financial year 2027-28 i.e. till the conclusion of the annual general meeting of the Company to be held in the year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s B.S. Vyas & Associates Practicing Company Secretary, Ahmedabad to conduct a Secretarial Audit for the year 2024 - 25. The Secretarial Audit Report for the year ended March 31, 2025 is annexed herewith as "Annexure E" to this Boards Report. The secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

COST AUDITOR:

M/s. Kiran J. Mehta & Co., Practicing Cost Accountants – Ahmedabad, Gujarat, (Firm Registration Number: 000025) have been appointed by the Board to conduct the audit of the cost records of the Companys manufacturing division under the Companies (Cost Records and Audit) Rules, 2014.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and companys operations in future.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE Emerge Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015are not applicable to the Company

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March31 , 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states: a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit /loss of the Company for that period; 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 irregularities; d) the Directors had prepared the Annual Accounts on a going concern basis; e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

CONFIRMATIONS

a. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi. b. The Company is in compliance with the Maternity Benefits Act, 1961

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at arms length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)of the Companies Act, 2013 form part of this report as "Annexure F".

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https://dcgcableswiresltd.com/investor-information/#

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as "Annexure G".

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://dcgcableswiresltd.com/policies/

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Companyand express appreciation tothe Workers, Executive Staff and Team Members at all levels.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(Pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014)

A. CONSERVATION OF ENERGY:

i) The steps taken or impact on conservation of energy:

Your company is committed to adopt energy efficient practices at its offices and other premises to reduce the consumption of power by analyzing power factor, maximum demand, working hours, load factor, specific energy consumption and monthly consumption.

ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has endeavored to reduce energy consumption by installation of LED bulbs in place of regular bulbs.

iii) The capital investment on energy conservation equipment:

During the year under review, Company has not incurred any capital investment on energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The effort made towards technology absorption:

The Company has not imported any technology and hence there is nothing to be reported here.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution:

None

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. The details of technology imported: Nil b. The year of import: Not Applicable c. Whether the technology has been fully absorbed: Not Applicable d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv) The expenditure incurred on Research and Development:

During the year under review, it has not incurred any Expenditure on Research and Development

C. FOREIGN EXCHANGE EARNING AND OUTGO:

a) Details of Foreign Exchange Earnings

SN	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign Exchange Earned	-	0.065

b) Details of Foreign Exchange Expenditure:

SN	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign Exchange Expenditure	0.31	0.24

"Annexure B"

PARTICULARS OF EMPLOYEES

Disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under:

Sr.	Name of	Designation	Nature of	Ratio of	% increase/
No.	Director/		payment	Remuneration of	(decrease) In
	KMPs			each Director	Remuneration for
				to median	Financial Year
				remuneration of	2024-25
				employees
1	Mr. Devang	Managing Director	Remuneration	51.26:1	NA@
	bhai Patel
2	Mr. Harshad	Non-Executive	Sitting Fees	0.00	Nil
	bhai Patel	Director
3	Ms. Ushaben	Non-Executive	Sitting Fees	0.00	Nil
	Patel	Director
4	Mr. Utkarsh	Non-Executive	Sitting Fees	0.70:1	NA^
	Shah	Independent
		Director
5	Ms. Dhruvi	Non-Executive	Sitting Fees	0.70:1	NA^
	Patel	Independent
		Director
6	Mr. Aayush	Non-Executive	Sitting Fees	0.34:1	NA^
	Shah*	Independent
		Director
7	Mr. Viraj Shah	Non-Executive	Sitting Fees	0.04:1	NA
	**	Independent
		Director
8	Mr. Akshay Jain	Chief Financial	Remuneration	16.50:1	Increase by 160.29%
		Officer
9	Ms. Shwetal	Company Secretary	Remuneration	1.68:1	Increase by 20%
	Ritesh Maliwal	& Compliance Officer

* Resigned with effect from March 19, 2025

** Appointed with effect from March 19, 2025 and hence not comparable

^ Since theindividuals were appointed / resigned during FY 2024-25, percentage increase/ (decrease) in remuneration is not applicable. @ The percentage increase in remuneration of Mr. Devang Patel is not comparable as he did not receive remuneration for FY 2023-24.

b) Percentage increase in the median remuneration of employees in the financial year:

In the financial year 2024-25, the percentage decrease in median remuneration of employees was 25.49%.

c) Number of permanent employees on the rolls of Company:

There are 102 permanent employees on the rolls of Company as on March 31, 2025.

d) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average annual increase in the salaries of the employees, other than managerial remuneration was 21.65% whereas increase / decrease in remuneration to the managerial personnel i.e. Managing Directors is not comparable as he did not receive remuneration for FY 2023-24.

e) The key parameters for any variable component of remuneration availed by the directors

Not Applicable

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

g) During the financial year, there was no employee employed throughout the financial year or part of the financial year who was in receipt of remuneration in the aggregate of not less than Rs. 8.50 Lacs per month or Rs. 1.02 Crore per financial year. The statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. The Annual Report is being sent to the members excluding the said separate annexure. Any member interested in obtaining a copy of the same may write to the Company Secretary.

"Annexure C" FORM NO. AOC.1 Statement containing salient features of the financial statement of Subsidiaries

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) (Rs in lakh)

Name of the subsidiary	Manglam Envago Products Private Limited
Reporting period for the subsidiary concerned, if	Not Applicable
different from the holding companys reporting
period
Reporting currency and Exchange rate as on the	Not Applicable
last date of the relevant financial year in the case of
foreign subsidiaries
Share capital	254.00
Reserves & surplus	(0.67)
Total assets	23.51
Total Liabilities	24.47
Investments	-
Turnover	-
Profit before taxation
Provision for taxation	-
Profit after taxation	(0.118)
Proposed Dividend	-
% of shareholding	100

1. Names of subsidiaries which are yet to commence operations: None

2. Names of subsidiaries which have been liquidated or sold during the year: None

"Annexure D"

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company:

The purpose of Corporate Social Responsibility (CSR) Policy of DCG Cables & Wires Limited is to devise an appropriate strategy and focus for its CSR initiatives and lay down the broad principles on the basis of which it will fulfill its CSR objectives.

During the F.Y. 2024-25, the Company had approved projects by aligning itself with its CSR Policy as approved by the Board of Directors.

2. Composition of CSR Committee:

Sl. Name of Designation No. Director / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
In accordance with MCA General Circular No. 14 /2021 dated August 25, 2021, since the amount required to be spent by the Company on CSR did not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee was not mandatory and the functions of the CSR Committee, were discharged by the Board of Directors of the Company.

3. Web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.

In accordance with MCA General Circular No. 14 /2021 dated August 25, 2021, since the amount required to be spent by the Company on CSR did not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee was not mandatory and the functions of the CSR Committee, were discharged by the Board of Directors of the company.

The web link to the CSR Policy is, as under: https://drive.google.com/file/d/1gMek7szObfYZ2k8bgXOiayVDQ2QFpxZj/view

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable

5. a) Average net profit of the company as per sub-section (5) of section 135: Rs. 503.27 lakhs

b) Two percent of average net profit of the company as per sub-section (5) of section 135: Rs. 10.07 lakh

c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Not Applicable

d) Amount required to be set-off for the financial year, if any: Not Applicable

e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 10.07 lakh 6. a) Amount spent on CSR Projects (Full amount spent on other than Ongoing Project): NIL b) Amount spent in Administrative Overheads: NIL c) Amount spent on Impact Assessment, if applicable: Not Applicable

d) Total amount spent for the Financial Year [(a)+(b)+(c)]: NIL

e) CSR amount spent or unspent for the Financial Year: Rs. 10,06,542 – The said CSR obligation amount will be contributed to Fund specified in Schedule VII of the Act within the prescribed timeline.

Total Amount Spent for the	Amount Unspent (in Rs.)
Financial Year. (in Rs.)	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub- section (5) of section 135.
	Amount.	Date of transfer.	Name of the Fund	Amount	Date of transfer.
NIL	Not Applicable		Fund specified in Schedule VII of the Act	10,06,542	Before the prescribed timeline

f) Excess amount for set-off, if any: Not Applicable

Sl. No. Particular	Amount (in Rs.)
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	Not Applicable
(ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the Financial Year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

1 2	3	4	5	6		7	8
Sl . N o. Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under	Balance Amount in Unspent CSR Account	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in	Deficiency, if any
	sub- section (6) of section 135 (in Rs.)	under sub- section (6) of section 135 (in Rs.)		Amount (in Rs)	Date of Transfer	succeeding Financial Years (in Rs)
1 NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: None

If Yes, enter the number of Capital assets created/ acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year

Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
(1) (2)	(3)	(4)	(5)	(6)
				CSR Registration Number, if applicable	Name	Registered address
		Not Applicable

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub- section (5) of section 135: The Company has represented that the said CSR obligation amount will be contributed to Fund specified in Schedule VII of the Act within the prescribed timeline.

"Annexure E"

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st March, 2025 [Pursuant to Section 204(1) of the Companies Act, 2013 and

Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

DCG Cables & Wires Limited CIN: L36999GJ2017PLC099290

12, Agrasen Industrial Estate, Chotalal ni Chali, Odhav Road, Ahmedabad – 382415, Gujarat, India

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DCG Cables & Wires Limited (CIN: L36999GJ2017PLC099290) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 (‘period under review) according to the provisions of:

(i) The Companies Act, 2013 (‘the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (not applicable during the period under review); (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) from 12th January, 2022 for having listed the equity shares of the Company on SME Platform of BSE Limited:

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period) e) The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit Period) f) The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit Period) g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period) and i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India wherein the Company is generally regular in complying with the standards; and (ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) and Listing Regulations.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable, subject to the following observations.

During the period under review, the Company was required to spend 10.07 lakhs towards Corporate Social

Responsibility (CSR) activities, in accordance with the provisions of Section 135 of the Companies Act, 2013.

However, it has been observed that the Company neither provided for the said expenditure in its accounts nor incurred the required CSR expenditure during the financial year under review. As per the management representation provided to us, the unspent CSR amount relating to non-ongoing projects will be transferred to a Fund specified in Schedule VII to the Companies Act, 2013, within a period of six months from the end of the financial year, in compliance with the second proviso to Section 135(5) of the said Act.

We further report that:

I. The Board of Directors of the Company is duly constituted with proper balance of Executive Director(s), Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. II. Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance except few Board Meetings and Committee Meetings which were held on shorter notice in compliance with the applicable laws and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. III. Majority decisions were carried through and there were no instances where any director expressing any dissenting views.

We further report that as informed to us, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further reportthat during the audit period, there was no event / action having a major bearing on the affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

Annexure - A

To,

The Members,

DCG CABLES & WIRES LIMITED

CIN: L36999GJ2017PLC099290

Our Report of even date is to be read along with this Letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion on secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards, is the responsibly of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members,

DCG CABLES & WIRES LIMITED

CIN: L36999GJ2017PLC099290

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of DCG CABLES & WIRES LIMITED (CIN: L36999GJ2017PLC099290) and having its registered office at 12, Agrasen Industrial Estate, Chotalal ni Chali, Odhav Road, Ahmedabad - 382415, Gujarat (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company, on 31st March, 2025 as stated below, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr.	Name of Director	DIN	Date of Appointment in Company
No.
1	HARSHADBHAI BHOGILAL PATEL	07628969	29th September, 2017
2	USHABEN HARSADBHAI PATEL	07628958	29th September, 2017
3	DEVANGBHAI HARSHADBHAI PATEL	07628987	29th September, 2017
4	UTKARSH PIYUSHKUMAR SHAH	10119378	26th October, 2023
5	DHRUVI RAMESHBHAI PATEL	10343920	26th October, 2023
6	VIRAJ SHAILESHKUMAR SHAH	10070984	19th March, 2025

Ensuring the eligibility of, for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2025, which were not at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of related party transactions exceeding ten percent of the annual standalone turnover of the Company for the preceding financial yearare mentioned in the financial statement.