Dear Members,

Diamond Power Infrastructure Limited

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

Financial Highlights:

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

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

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

CONSOLIDATED

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

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

STANDALONE

On a standalone basis, the Company's Revenue from Operations for the financial year 2025-26 stood at '1,94,446.68 Lakhs as against '1,11,539.25 Lakhs in the previous financial year, representing a growth of approximately 74.3%. The Profit Before Tax (PBT) for the year stood at '14,727.70 Lakhs as compared to '3,464.94 Lakhs in the previous year, registering a significant growth of 325.05%. The Profit After Tax (PAT) increased to '14,757.36 Lakhs from '3,473.51 Lakhs in the previous year, registering a significant growth of 324.85%, which is reflecting the Company's improved operational performance, enhanced capacity utilisation and stronger market presence during the financial year.

The Company is engaged in the business of manufacturing power transmission and distribution (T&D) equipment, with an integrated product portfolio comprising conductors and LV, HV and EHV power cables.

There was no change in the nature of the Company's business during the financial year under review.

A detailed review of the Company's business operations, performance and outlook is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

Financial Performance of DICABS Nextgen:

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

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

Qualified Institutions Placement (QIP)

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

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

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

Payments made under the Resolution Plan:

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

Dividend and Dividend Distribution Policy

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

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

Transfer to Reserves

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

Deposits

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

Share Capital

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

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

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

Minimum Public Shareholding

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

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

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

Internal Financial Control Systems:

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization's pace of growth, increasing complexity of operations, prevention and detection of frauds and errors.

The design and effectiveness of key controls were tested and no material weaknesses were observed.

The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Compliance Management

The Company has implemented a robust digital compliance management system to ensure compliance with all applicable laws, regulations and internal policies.

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

The functional heads certify the compliances pertaining to their respective areas, which are thereafter consolidated and placed before the Board on a periodic basis along with updates on significant legal and regulatory developments.

To strengthen the effectiveness of the compliance framework, the compliance management system is periodically reviewed by the Internal Auditors, and appropriate corrective actions are implemented wherever necessary to ensure continuous compliance.

Subsidiaries, Joint Ventures and Associate Company:

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

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

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

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

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

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

Appointment of Director/Key Managerial Personnel

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

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

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

Changes subsequent to the close of the financial year

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

Further, subsequent to the close of the financial year 202526, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Pawan Lohiya as the Chief Financial Officer of the Company with effect from May 26, 2026 and Mr. Jayesh Patel as the Company Secretary and Compliance Officer of the Company with effect from June 7, 2026, pursuant to the provisions of Section 203 of the Companies Act, 2013.

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

Cessation of Director/Key Managerial Personnel

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

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

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

Director Confirmations and Relationships

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

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

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

Declaration of Independent Directors

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

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

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

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

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

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

Board Meetings

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

Constitution of various Committees

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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

Nomination and Remuneration Policy

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

Separate Meeting of Independent Directors

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

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

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

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

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

Annual Evaluation of Board, its committees, and Individual Directors

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

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

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

Familiarization Programme of Independent Directors:

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

Director Responsibility Statement:

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

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

b) they had selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company at the end of the financial year;

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

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

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

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

a) Internal Auditors:

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on Tuesday, November 12, 2024 appointed M/s Ernst and Young LLP, Ahmedabad as Internal Auditors for conducting Internal Audit of the Company for the financial year 2024-25 and 2025-26. The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Directors periodically reviews the reports of the Internal Auditors and the corrective actions if any, are taken by the Management.

b) Statutory Auditors and Auditor's Report:

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

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

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

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

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

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

c) Secretarial Auditor:

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

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

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

Management response: During the financial year 202526, the Promoters of the Company successfully completed an Offer for Sale ("OFS") of 3,15,00,000 equity shares (representing 5.98% of the paid-up equity share capital), reducing the Promoters' holding from 90.00% to 84.02% and increasing public shareholding from 10.00% to 15.98%.

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

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

Annual Secretarial Compliance Report

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

d) Cost Auditors:

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

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

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

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

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

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

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

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

e) Reporting of Fraud by Auditors:

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

Compliance with Secretarial Standards

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

Corporate Social Responsibility:

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

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

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

Risk Management:

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

Particular of Employees and related information:

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

Related Party Transactions (RPT):

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

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

During the financial year 2025-26,

1. The Audit Committee and the Board of Directors, at their respective meetings held on August 8, 2025, approved and recommended for Members' approval the material modifications to the material Related Party Transactions with (i) GSEC Limited, a Promoter Group Company, for an aggregate value not exceeding '300 Crores, and (ii) Monarch Infraparks Private Limited, a Promoter Group Company, for an aggregate value not exceeding '300 Crores during the financial year 2025-26. The Members of the Company subsequently approved the said material modifications at the 33^rd Annual General Meeting held on September 26, 2025.

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

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

Insurance

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

Research and Development

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

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

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

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

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

Annual Return

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

Management Discussion & Analysis Report:

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

Report on Corporate Governance

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

Business Responsibility and Sustainability Report

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

Vigil Mechanism/Whistle Blower Policy

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

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

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

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

Maternity Benefit Compliance:

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

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

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

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

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

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

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

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

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

Significant and Material Orders passed by the Regulators or Courts:

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

Listing with Stock Exchanges:

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

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

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

General Disclosure:

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

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

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

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

d. Issue of employee stock options scheme.

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

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

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

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

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

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

Acknowledgement

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

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

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

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