Diamond Power Infrastructure Ltd Directors Report

Dear Members,

Diamond Power Infrastructure Limited

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:

( in Lakh)

Particulars	Consolidated*			Standalone
	For the year ended on 31.03.2025	For the year ended on 31.03.2024	For the year ended on 31.03.2025		For the year ended on 31.03.2024
Revenue From Operations	1,11,539.25	34,337.10	1,11,539.25		34,337.10
Other Income	55.57	74.90	68.06		74.90
Total Revenue	1,11,594.82	34,412.00	1,11,607.31		34,412.00
Total Expenditure	1,08,153.62	32,691.39	1,08,142.37		32,691.39
Profit Before Depreciation, Finance Costs, Exceptional Items and Tax Expense	6,733.36	4,348.10	6,757.07		4,348.10
Less: Depreciation/Amortization /Impairment	2,027.73	1,956.27	2,027.73		1,956.27
Less: Finance Cost	1,264.43	671.22	1,264.40		671.22
Profit before Exceptional items and Tax Expense	3,441.20	1,720.61	3,464.94		1,720.61
Profit before Tax Expense	3,441.20	1,690.37	3,464.94		1,690.37
Less: Tax Expense (Current and Deferred)	(8.57)	(12.13)	(8.57)		(12.13)
Profit after Tax for the year	3449.77	1,702.50	3,473.51		1,702.50
Total Comprehensive Income/Loss	3451.39	1,702.50	3,475.13		1,702.50
Net Profit for the year	3451.39	1,702.50	3,475.13		1,702.50
Earnings per share (EPS) of 1/- each (Basic and Diluted)	0.65	0.32	0.66		0.32

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 202425.

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

45

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

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 organizations 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 Companys 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 Nonexecutive Directors and the Company, other than the sitting fees and commission payable to them in accordance with applicable laws and the approval of the Companys 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:

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

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

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;

they have registered their names in the Independent Directors Databank.

Opinion of the Board regarding Independent Directors appointed during the year

Our Companys 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 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 Companys 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

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, Nonexecutive 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 Nonexecutive 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

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:

in preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure;

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;

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;

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

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

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:

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.

Statutory Auditors:

In 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.

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.

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.

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 Companys long-term commitment to social responsibility which is available on the website of the company at

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 Companys website at . 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 Companys 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 arms 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 Companys website at . 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

51

contract or arrangements entered into by the Company with related parties including transactions entered on arms 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 Companys website at

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 Companys website at

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:

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 Companys 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:

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

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

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

Issue of employee stock options scheme.

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

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

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 Honble NCLT, Ahmedabad bench, vide its order dated 20 th June, 2022 approved the Resolution Plan submitted by the Successful Resolution Applicant;

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

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 Companys 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 Companys 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)

Date: August 8, 2025 Chairman & Independent Director

Place: Ahmedabad DIN: 00034051