Directors Report of Diamond Power Infrastructure Ltd.

Mar 31, 2025

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:

	Consolidated*		Standalone
Particulars	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 2024¬
25.

STANDALONE

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

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

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

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

Payments made under the Resolution Plan:

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

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

Dividend

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

Dividend Distribution Policy

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

Transfer to Reserves

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

Deposits

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

Share Capital
Sub-division/Stock Split

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

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

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

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

Minimum Public Shareholding

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

With the aforementioned sale of Equity Shares, the shareholding
of the Promoters in the Company has reduced from 90.00%
to 84.02% of the issued and paid-up Equity Share capital of
the Company. The Company will achieve the minimum public
shareholding requirements i.e. 25%, as mandated under Rules
19A(5) of the Securities Contracts (Regulation) Rules, 1957, read
with Regulation 38 of the SEBI Listing Regulations, 2015.

Internal Financial Control Systems:

The Financial Statements of the Company comply with the
Ind AS specified under Section 133 of the Act. The Company
has put in place adequate internal controls with reference to
accuracy and completeness of the accounting records and timely
preparation of reliable financial information, commensurate
with the size, scale and complexity of operations and ensures
compliance with various policies and statutes in keeping with
the organization''s pace of growth, increasing complexity of
operations, prevention and detection of frauds and errors.
The design and effectiveness of key controls were tested and
no material weaknesses were observed. The Audit Committee
reviews and evaluates the adequacy of internal financial control
and risk management systems, periodically. Efficacy of Internal
control systems are tested periodically by Internal Auditors with

and Internal Control over financial reporting is tested and certified
by Statutory Auditors. The internal financial control system of the
Company is supplemented with internal audits, regular reviews
by the management. During the year under review, no material
or serious observation has been highlighted for inefficiency or
inadequacy of such controls.

Compliance Management

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

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

Subsidiaries, Joint Ventures and Associate
Company:

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

Directors and Key Managerial Personnel
Re-appointment of Director

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

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

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

Changes in Directors/Key Managerial Personnel

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

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

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

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

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

Cessation of Director/Key Managerial Personnel

During the year under review, the following cessations occurred:

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

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

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

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

Director Confirmations and Relationships

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

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

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

As of the date of this Report, Mr. Samir Naik, Chief Financial
Officer & Whole-time Director, and Ms. Diksha Sharma, Company
Secretary, are the Key Managerial Personnel of the Company, as
per the provisions of Section 2(51) read with Section 203 of the
Companies Act, 2013.

Declaration of Independent Directors

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

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

(b) they are not aware of any circumstance or situation which
exists or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an

objective of independent judgement and without any
external influence; and

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

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

Opinion of the Board regarding Independent
Directors appointed during the year

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

Board Meetings

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

Constitution of various Committees

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

Details of each of the Committees stating their respective
composition is uploaded on our website at www.dicabs.com and
detailed in the Corporate Governance Report attached to and
forming part of this Report.

Nomination and Remuneration Policy

The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in accordance
with Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force). Further,
the Company has in place the orderly succession plan for the
appointments at the Board and senior management level. The

Company''s policy on directors'' appointment and remuneration
and other matters as provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which forms
part of this Report. The relevant Policy(ies) have been uploaded on
the website of the Company and can be accessed through the link
https:*/dicabs.com/investor/policies-code-of-conduct-practices/

Annual Evaluation of Board, its committees, and
Individual Directors

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

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

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

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

Familiarization Programme of Independent
Directors:

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

Director Responsibility Statement:

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

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

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

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

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

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

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

Auditors:

a) Internal Auditors:

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

b) Statutory Auditors:

i n terms of Section 139 of the Act, M/s Naresh & Co.,
Chartered Accountants, Vadodara (FRN 106928W), were
appointed as statutory auditors of the Company for a period
of five years from the conclusion of the 31^st Annual General
Meeting until the conclusion of the 36^th Annual General
Meeting of the Company to be held in the financial year
2027-28.

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

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

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

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

c) Secretarial Auditor:

Pursuant to Section 204 of the Act read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, the Company had appointed Mr. Ashish
Shah, Practicing Company Secretary and Proprietor of M/s
Ashish Shah & Associates, Ahmedabad (Membership No.:
5974 and COP No.: 4178), for conducting Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report
for the Financial Year ended March 31, 2025 is appended
to this Report as Annexure-B. There are no qualifications,
reservations, adverse remarks or disclaimers made by the
Secretarial Auditors, in their Audit Report for the Financial
Year 2024-25 except for those detailed in the attached
Auditors'' report included in the Annual Report.

Based on the recommendation of the Audit Committee, the
Board of Directors, at its Meeting held on August 8, 2025,
subject to the approval of the Members of the Company,
approved the appointment of M/s Ashish Shah & Associates,
Ahmedabad (Membership No.: 5974, COP No.: 4178 and
Peer Review Certificate No. PRC: S2001GJ041700), as the
Secretarial Auditors of the Company, for a first term of five
consecutive years to hold office of the Secretarial Auditor from
the financial year 2025-26 to the financial year 2029-30.

The proposal for appointment of M/s Ashish Shah &
Associates as the Secretarial Auditors of the Company is
included in the notice of the ensuing AGM for the approval
of the Members.

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

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations,
the Secretarial Compliance Report issued by the Secretarial
Auditor of the Company for the financial year ended March
31, 2025, has been submitted to the Stock Exchanges.
Further, in this regard, please note that the Company does
not have any material unlisted Indian subsidiary during
financial year 2024-25.

d) Cost Auditors:

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

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

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

e) Reporting of Fraud by Auditors:

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

Compliance with Secretarial Standards

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

Corporate Social Responsibility:

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

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

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

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

Risk Management:

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

Particular of Employees and related information:

A statement of disclosure on remuneration under Section 197
of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (“Rules"),

is attached to this Report as Annexure-C. As per the second

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

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

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

The details of contracts and arrangements with Related Parties
of the Company for the financial year ended 31^st March 2025, are
given in Notes to the Standalone Financial Statements, forming
part of this Annual Report.

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

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

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

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the particulars of every

contract or arrangements entered into by the Company with
related parties including transactions entered on arm''s length
basis are disclosed in the prescribed Form AOC-2 annexed as
Annexure-D.

Annual Return

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

Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the financial
year ended March 31, 2025, as stipulated under Regulation
34(2)(e) of Listing Regulations is presented in a separate section
forming part of the Annual Report.

Report on Corporate Governance

Your Company practices a culture that is built on core values
and ethical governance practices. Your Company is committed
to transparency in all its dealings and places high emphasis on
business ethics. In terms of Regulation 34 of the SEBI Listing
Regulations, the Report on Corporate Governance for the Financial
Year ended March 31, 2025 along with the certificate from the
Secretarial Auditors of the Company confirming the compliance
with regulations of corporate governance under the SEBI Listing
Regulations is annexed to the Report on Corporate Governance
and forms part of this Report.

Business Responsibility and Sustainability Report

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

Whistle Blower Policy

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

Maternity Benefit Compliance:

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

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

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

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

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

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

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

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

Material Changes and Commitments affecting the
financial position of the Company

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

Significant and Material Orders passed by the
Regulators or Courts:

During the Financial Year 2024-25, there were no significant and
material orders passed by the Regulators or Courts or Tribunals

impacting the going concern status and the Company''s operations
in future.

Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited and
National Stock Exchange of India Limited. The Company has paid
the annual listing fees for the financial year 2025-26 to both the
Stock Exchanges.

Managing Director (MD) and Chief Financial Officer
(CFO) Certificate

In terms of the SEBI Listing Regulations, the certificate, as
prescribed in Part B of Schedule II of the said Regulations, has
been obtained from Mr. Samir Naik, Whole-time Director (DIN:
11208141) and Chief Financial Officer, for the Financial Year
2024-25 with regard to the Financial Statements and other
matters. The said Certificate is attached herewith as Annexure-F
and forms part of this Report.

General Disclosure

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

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

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

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

d. Issue of employee stock options scheme.

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

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

g. There was no application made or proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year. However, the Company was admitted in
Corporate Insolvency Resolution Process (CIRP) on 24^th
August, 2018. The Hon''ble NCLT, Ahmedabad bench, vide
its order dated 20^th June, 2022 approved the Resolution Plan
submitted by the Successful Resolution Applicant;

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

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

Acknowledgement

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

For and behalf of the Board of Directors

Maheswar Sahu (Retd IAS)

D_at_e: A_ug_ust 8, 2025 Chairman & Independent Director

Place: Ahmedabad ^{DIN: 00034051}

---

Mar 31, 2024

The Directors of the Company are pleased to present their 32 ^nd Annual Report together with the Annual Audited Financial Statements for the Financial Year ended March 31,2024.

Financial Highlights:

The financial performance of the Company for the year ended March 31,2024 is summarised below:

Particulars	For the year ended on 31.03.2024	For the year ended on 31.03.2023
Revenue from Operations	34,337.10	1,545.64
Other Income	74.9	26.29
Total Revenue	34,412.00	1,571.93
Total Expenditure	32,691.39	5,859.79
Profit Before Depreciation, Finance Costs, Exceptional Items and Tax Expense	4,348.10	(2,339.01)
Less: Depreciation/Amortization /Impairment	1,956.27	1,883.69
Less: Finance Cost	671.22	65.16
Profit before Exceptional items and Tax Expense	1,720.61	(4,287.86)
Profit before Tax Expense	1,690.37	(4,287.86)
Less: Tax Expense (Current and Deferred)	(12.13)	-
Profit after Tax for the year	1,702.50	(4,287.86)
Total Comprehensive Income/Loss	1,702.50	(4,287.86)
Net Profit for the year	1,702.50	(4,287.86)
Earnings per share (EPS) of ^ 10/- each	3.23	(8.14)

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

The revenue from operations of the Company stood at ? 34,337.10 Lakhs for the financial year ended March 31, 2024 as against ^1,545.64 Lakhs in the previous year. The Company reported a Profit after Tax of ^1,702.50 Lakhs for the financial year ended March 31,2024 as compared to Loss after Tax of ^4,287.86 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 period under review, the company has paid the 4th Instalment of ^ 29.87 Crore/- (Rupees Twenty-Nine Crore Eighty-Seven Lakhs only) to Secured Financial Creditors on March 16, 2024, in terms of the approved Resolution plan read with National Company Law Tribunal, Ahmedabad Bench order dated 20^th June, 2022.

Dividend

Due to the working capital requirements of the Company, the Board of Directors does not recommend any dividend for the financial year 2023-24

Dividend Distribution Policy

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

Transfer to Reserves

During the year under review, the Company does not propose to transfer any amount to reserves.

Deposits

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-24.

Share Capital

NCLT Order dated June 20, 2022

In terms of the NCLT order dated 20 ^thJune, 2022 and approved resolution plan, the Board of Directors of the Company in its meeting held on September 17, 2022 has approved the reduction of share capital to the extent of 99% of the existing paid-up share capital and issue and allotment of 5,00,00,000 Equity Shares of f 10/- each at par, aggregating to f 50 Crores, to GSEC & its affiliates.

Reduction of Share Capital

Further, there is a reduction of existing share capital of the Company as per the approved resolution plan, to the extent of 99% of the existing Paid-up Share Capital of the Company w.e.f. September 17, 2022. After reduction, the reduced share Capital Stands to 26,97,106 Equity Shares of f 10/- each. The Company received the trading approvals from BSE Limited and National Stock Exchange of India Limited on September 13, 2023.

Preferential Allotment

Thereafter, the Company has made listing application to both the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited with respect to Preferential allotment of 5,00,00,000 Equity Shares of f10/- each of the Company. The Preferential allotment was made to GSEC & its affiliates on September 17, 2022. The Company received the trading approvals from BSE Limited and National Stock Exchange of India Limited on December 8, 2023.

As on March 31, 2024, the Authorized Share Capital stood at f 4,50,00,00,000/- (Rupees Four Hundred Fifty Crores only) divided into 38,58,58,500 (Thirty-Eight Crores Fifty-Eight Lakhs Fifty-Eight Thousand Five Hundred only) Equity Shares of f10/-(Rupees Ten) each and 6,41,41,500 (Six Crores Forty-One Lakh Forty-One Thousand Five hundred only) Preference Shares of f 10/- (Rupees Ten) each and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at f 52,69,71,060/- divided into f 5,26,97,106 Equity Shares of f 10/- each). During the Financial Year 2023-24, the Company has not issued any Equity Shares.

Minimum Public Shareholding

The Company has received Notices issued by the Promoters of the Company, GSEC Limited and Monarch Infraparks Private Limited on May 27, 2024 with respect to Offer for sale of 25,72,605 Equity Shares of the Company, (representing 4.88% of the total issued and paid-up Equity Share capital of the Company) to the Retail and Non-retail Investors. The said Offer for Sale was executed on May 28, 2024 and May 29, 2024. The total Offer size i.e. 25,72,605 Equity Shares 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.

Internal Financial Control Systems:

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organization''s pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control and risk management systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Subsidiaries, Joint Ventures and Associate Company:

As on March 31,2024, your Company has no Subsidiaries, Joint Venture or Associates.

However, to discover the strategic benefit, expansion of market and enhance the operational and financial efficiency, the Board of Directors in its meeting held on May 27, 2024 has approved the Incorporation of the wholly-owned subsidiary Company. The Company has received a Name approval letter dated May 7, 2024 approving a name ''DICABS Nextgen Special Alloys Private Limited." DICABS Nextgen Special Alloys Private Limited was incorporated as a wholly-owned subsidiary of the Company on June 26, 2024 for manufacturing of wire-rod, Cables and Conductors. The same was intimated to stock exchanges on June 26, 2024.

Directors and Key Managerial Personnel

Appointment/Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Rakesh Ramanlal Shah (DIN: 00421920), Non- Executive Director and Mr. Himanshu Jayantilal Shah (DIN: 00572684), Non-executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer themself for re-appointment. Your Board of Directors recommend the said appointment.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and based on recommendation of the Nomination and Remuneration Committee, Ms. Varsha Biswajit Adhikari (DIN: 08345677) was appointed as an Additional Independent Director with effect from October 1, 2023 and Mr. Aditya Nayak , Chief Financial Officer of the Company was given additional charge of Additional Director and redesignated as a Whole-time Director (DIN: 09572942) of the Company with effect from October 5, 2023 , respectively subject to approval of Shareholders in the ensuing General Meeting. Thereafter, pursuant to Section 110 of the Companies Act, 2013 read with Rules, as amended and Regulation 17(1 C) of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, the Notice of postal ballot was issued on November 10, 2023 to the members of the Company for regularizing the appointment of Ms. Varsha Biswajit Adhikari as an Additional Independent Director (DIN : 08345677) and confirming her appointment for a first term of 5 years and Mr. Aditya Nayak as Whole-time Director (DIN : 09572942) of the Company for the term of 1 year.

During the year under review, pursuant to the provisions of Section 161 and 196 of the Companies Act, 2013 and based on recommendation of the Nomination and Remuneration Committee, Mr. Pawan Lohiya (DIN: 03379216) was appointed as an Additional Director and redesignated as Whole-time Director with effect from July 1, 2024. Mr. Pawan Lohiya, Additional Director and redesignated as Whole-time Director was also given an additional charge as Chief Financial Officer of the Company with effect from July 1, 2024. The same was intimated to the stock exchanges on June 20, 2024. The Board of Directors acknowledge and confirm with regard to integrity, expertise and experience of Mr. Pawan Lohiya (DIN: 03379216) being eligible for discharging his functions and providing requisite contribution to the Board as an Additional Director and designated as Whole-time Director & Chief Financial Officer of the Company. The Board has also sought an approval from members regularizing his appointment as Director and Whole-time Director of the Company at the ensuing Annual General Meeting.

During the year under review, based on recommendation of the Nomination and Remuneration Committee, Ms. Diksha Sharma was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 1,2024. The same was intimated to the stock exchanges on July 25, 2024.

The brief details of all Directors proposed to be appointed / reappointed in ensuing Annual General Meeting as required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

Cessation of Director/KMP

During the year under review, Mr. Om Prakash Tiwari, Whole-time Director (DIN: 09729519) and Ms. Urvashi D. Shah, Independent Director (DIN: 080345677) of the Company has resigned from the Company with effect from September 30, 2023 and October 1, 2023, respectively. The same was intimated to the stock exchanges on September 30, 2023. Ms. Urvashi D. Shah (DIN: 080345677), Non-Executive Independent Director of the Company has resigned as Director w.e.f. October 1, 2023 for personal reasons and other commitments and also confirmed that there were no other material reasons other than those provided.

Further, Mr. Aditya Nayak, Chief Financial Officer (in charge) and Whole-time Director (DIN: 09572942) of the Company has submitted his resignation vide letter dated May 27, 2024 for better prospects and shifting to his hometown with effect from June 30, 2024. The same was intimated to the stock exchanges on April 01, 2024. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Mr. Aditya Nayak. Mr. Tushar Lakhmapurkar has also resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. July 30, 2024. The same was intimated to the stock exchanges on July 15, 2024.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

There is no pecuniary or business relationship between the Non-executive Directors and the Company, except for the sitting fees and commission payable to the Non-executive Directors, in accordance with the applicable laws and approval of the shareholders of the Company.

As at March 31,2024, the Company has three Independent Directors including one Woman Independent Director.

As on the date of this Report, Mr. Pawan Lohiya, Additional Director and designated as Whole-time Director & Chief Financial Officer and Ms. Diksha Sharma, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

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 have registered their names in the Independent Directors Databank.

Opinion of the Board regarding Independent Directors appointed during the year

Ms. Varsha Biswajit Adhikari (DIN: 08345677) was appointed as Woman Independent Director of the Company with effect from October 1, 2023. The Board of Directors acknowledge and confirm with regard to integrity, expertise and experience of Ms. Varsha Adhikari being eligible for discharging her functions and providing requisite contribution to the Board as an Independent Director of the Company.

Board Meetings

During the year, 7 (Seven) 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 (w.e.f. May 27, 2024)

Details of each of the Committees stating their respective composition is uploaded on our website at www.dicabs.com in 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 reenactments) thereof for the time being in force). Further, the Company has in place the orderly succession plan for the appointments at the Board and senior management level. The Company''s policy on directors'' appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report. The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed through the link https://dicabs.com/investor/policies-code-of-conduct-practices/

Annual Evaluation of Board, its committees, and Individual Directors

The Company has devised a Policy for performance evaluation of the Board, its committees, and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

Familiarization Programme of Independent Directors:

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

Director Responsibility Statement:

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

a) 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 of the Company for that period;

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

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

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

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

Auditors:

a) Internal Auditors:

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on February 11, 2023 appointed M/s. PricewaterhouseCoopers Services, LLP, Chartered Accountants, Mumbai as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st April, 2023 to 31^st March, 2024. 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:

In terms of Section 139 of the Act, M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN 106928 W), 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 2023-24 except for those detailed in the attached Auditors report included in the Annual Report.

he Statutory Auditors of the Company has provided the following qualifications in its Audit Report. Please find below the reply to the said qualifications:

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; this year preparation and updating of Fixed Assets Registers will be done.

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. Tarun Sukhwani, Practicing Company Secretary, for conducting Secretarial Audit. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is appended to this Report as Annexure-A. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors, in their Audit Report for the Financial Year 2023-24 except for those detailed in the attached Auditors'' report included in the Annual Report.

d) Reporting of Fraud by Auditors:

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

Compliance with Secretarial Standards

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

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the Company is not required to undertake any CSR activities for the financial year 2023-24 and accordingly information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility are currently not applicable to the Company.

Risk Management:

Our Company covered under the list of top 1000 Listed Companies on both the stock exchange(s) as on March 31, 2024 based on market capitalization. In view of Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors of the Company has formed a Risk Management Committee to frame, implement, review and monitor the risk management plan for the Company. The Company has a risk management framework and the Committee on timely basis informs the Board Members about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The details of the functioning of the Risk Management Committee and its frequency of meetings are provided in Report on Corporate Governance forming part of this Annual Report. The Company follows a proactive risk management policy, aimed at protecting its assets and employees while at the same time ensuring growth and continuity of its business. Regular updates on the development in the business environment and the risk mitigation initiatives are provided to Board at its meeting.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis report, which forms part of this Report.

Particular of Employees and related information:

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: 1:1

b. The percentage increase / decrease in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager if any, in the financial year: Not applicable

c. The percentage increase in the median remuneration of employees in the financial year: 10%

d. There are 106 Permanent Employees on the rolls of the Company.

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 8%

f. Affirmation that the remuneration is as per the remuneration policy of the company- Affirmed

The Information required under section 197 of the Act read with as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

g. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2023-24 : The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds Rs. 1.02 Cr. Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for any part of that year exceeding Rs. 8.50 Lakhs per month The statement containing the names of top ten employees will be made available on request sent to the Company on [e-mail].

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

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://dicabs.com/investor/policies-code-of-conduct-practices/. This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm''s length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note of Standalone Financial Statements.

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-B.

Annual Return

Pursuant to provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company as on 31st March, 2024 is available on the website of the Company and the same can be accessed on the Company''s website at https://dicabs.com/investor/general-meeting-records/

Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the financial year under review, 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, 2024 along with the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this Report.

Business Responsibility and Sustainability Report

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

Whistle Blower Policy

The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy ("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy is applicable to all Directors and Employees of the Company. As per the Policy, a whistle blower can make protected disclosures to the Chairman of the Audit Committee. During the Financial Year 2023-24, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy. The said policy can be accessed on the website of the Company at weblink: https://dicabs.com/investor/policies-code-of-conduct-practices/

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 C 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 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 2023-24, 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 2023-24 to both the Stock Exchanges.

Cost Auditors and Records:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company during the financial year 2023-24.

However, the appointment of Cost Auditors became applicable to the Company in this financial year 2024-25. For that, the Company has appointed M/s Dalwadi & Associates, Cost Accountants, (FRN: 000338) as the Cost Auditors of the Company to conduct the audit for the financial year 2024-25. The resolution for ratification of remuneration is provided in the Notice convening Annual General Meeting of the Company.

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. Pawan Lohiya, Whole-time Director (DIN: 03379216) and Chief Financial Officer, for the Financial Year 2023-24 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure-D 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 24th August, 2018. The Hon’ble NCLT, Ahmedabad bench, vide its order dated 20 ^thJune, 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;

Acknowledgement

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

For and behalf of the Board of Directors Maheswar Sahu (Retd IAS)

Date: 25.07.2024 Chairman

Place: Ahmedabad DIN: 00034051

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Mar 31, 2023

The Board of Directors presents to the Members the 31^st Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2023.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (IBC Code), the Corporate Insolvency Resolution Process (CIRP) of the Company was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiated the CIRP was admitted by the National Company Law Tribunal (NCLT) on 24^th August, 2018 (Insolvency Commencement Date).

Of the various resolution plans submitted, the COC approved the resolution plan submitted by M/s GSEC Ltd in consortium with Mr. Rakeshbhai R. Shah and affiliate groups (GSEC & AFFILIATES) at its meeting held on 6^th January, 2022. The NCLT approved the resolution plan submitted by M/s GSEC Ltd in consortium with Mr. Rakeshbhai R. Shah and affiliate groups vide its order dated 20^th June, 2022. A new Board (existing Board) was constituted on 17^th September, 2022 and a new management was put in place.

Pursuant to the NCLT order and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at PAR were issued and allotted to GSEC & its affiliates on 17^th September, 2022. Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. The Company has carried out the necessary Corporate Actions with the Depository Participants and listing applications of the Stock Exchanges.

The Members may kindly note that, During the period under review, the Directors of the Reconstituted Board (Directors) were not in office for the period to which this report primarily pertains. During the CIRP period (i.e. between 24^th August, 2018 to 20^th June, 2022) the Resolution Professional was entrusted with the management of the Company. Prior to the Insolvency Commencement date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company. The newly constituted Board is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The newly constituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company till 17^th September, 2022, i.e. performance of the management for the period prior to the Acquisition of the affairs of the Company.

The Members are requested to read this report in light of the fact that the Reconstituted Board and the new management is currently implementing the resolution plan.

Financial Highlights

(Amount in Rs. In Lacs)
Particulars	For the year ended on 31.03.2023	For the year ended on 31.03.2022
Revenue From Operations	1410.76	-
Other Income	20.93	5.00
Total Revenue	1431.69	5.00
Total Expenditure	2793.93	25.45
Profit Before Tax (PBT)	(1362.25)	(25.40)
Less: Current Tax		-
Profit After Tax (PAT)	(1362.25)	(25.40)

Financial Performance and State of Affairs

During the year under review, the revenue from operations stood at Rs. 1410.76 Lacs for previous year as well. The profit before and after-tax stands at Rs. (1362.25) Lacs as compared to Rs. (25.40) Lacs during the previous year.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 (IBC Code), the Corporate Insolvency Resolution Process (CIRP) of the Company was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiated the CIRP was admitted by the National Company Law Tribunal (NCLT) on 24th August, 2018 (Insolvency Commencement Date). Pursuant to the NCLT order and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at

PAR, aggregating to Rs. 50 Crores were issued and allotted to GSEC & its affiliates on 17^th September, 2022. Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. The Reconstituted Board (Directors) were not in office for the period to which this report primarily pertains. During the CIRP period (i.e., between 24^th August, 2018 to 20^th June, 2022) the Resolution Professional was entrusted with the management of the Company. Prior to the Insolvency Commencement date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company.

Dividend

In view of the net loss incurred during the financial year ended 31^st March, 2023, the Reconstituted Board does not recommend any dividend to the Shareholder of the Company.

Transfer to Reserves

In view of the net loss incurred during the financial year ended 31^st March, 2023, no amount has been transferred to reserve. Subsidiaries, Joint Ventures and Associate Company:

As on 31^st March, 2023, your Company does not have any Subsidiaries. In compliance with the NCLT orders, company has provided for the various investments made by old management amounting to Rs. 11.67 crores. However, said amount was written off by giving necessary entries in books of accounts. Accordingly, there is no investment in shares of any company. Hence, company has no subsidiary and/ or associates as on end of the year 2023. A statement containing the salient features of the financial statement of Subsidiaries in Form AOC-1 as per Section 129(3) of the Companies Act, 2013 and rules made there under are not applicable.

Payments made under the Resolution Plan:

During the period under review, the company has paid the 1st Instalment of Rs. 30 Cr. to Secured Financial Creditors on 17th March, 2023, in terms of the approved Resolution plan read with National Company Law Tribunal, Ahmedabad Bench order dated 20th June, 2022.

Material developments during and post closure of financial year:

As stated above, your company was acquired by M/s GSEC Ltd in consortium with Mr. Rakeshbhai R. Shah and affiliate groups, through the Corporate Insolvency Resolution Process (CIRP) under the Insolvency & Bankruptcy Code (IBC) 2016. Pursuant to the NCLT Order and in accordance with the provisions of the Approved Resolution Plan, the following key events took place in the Company during the Financial Year 2022-23;

1. The New management with effect from 17^th September, 2022 has taken control of the operations of the company.

2. Pursuant to the NCLT order and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at PAR were issued and allotted to GSEC & its affiliates on 17^th September, 2022. Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. The Company has carried out the necessary Corporate Actions with the Depository Participants and listing applications of the Stock Exchanges.

3. Mr. Omprakash Tiwari, Executive Director of the Company has submitted his resignation vide letter dated 22^nd June, 2023 on the ground of his health issue and other personal reasons. The same was intimated to the stock exchanges. However, in the best interest of the Company, he has withdrawn his resignation vide letter dated 27^th July, 2023 and same was intimated to the Stock Exchanges.

Corporate Governance

The Corporate Governance Report for Financial Year 2022 - 23 as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') forms part of the Annual Report. The certificate from a practicing Company Secretary on compliance(s) with the corporate governance norms forms part of the Corporate Governance Report is attached as Annexure - A

Meetings during the year

During the period under review (17^th September, 2022 to 31^st March, 2023), Six (06) Board Meetings and Four (04) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings held was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, the composition and terms of reference of Audit Committee and other Committees are given in the Corporate Governance Report. During the year under review, all recommendations of Audit Committee were accepted by the Board.

Deposits

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

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

During the year under review, the Company has granted advances and made an investment under the provisions of section 186 of the Companies Act, 2013. The Company has not given any loan. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

Annual Return

The Annual Return of the Company as on 31^st March, 2023 is available on the website of the Company i.e.www.dicabs.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.

Directors and Key Managerial PersonnelAppointment:

At the ensuing Annual General Meeting of the Company, Mr. Rakeshbhai R. Shah (DIN 0421920) and Mr. Himanshu Jayantilal Shah (DIN 0572684), Directors of the Company are liable to retire by rotation.

Mr. Omprakash Tiwari, Executive Director of the Company has submitted his resignation vide letter dated 22nd June, 2023 on the ground of his health issue and other personal reasons. The same was intimated to the stock exchanges. The Board places on record its sincere appreciations and pays rich tributes for the valuable services rendered and contributions made by Mr. Omprakash Tiwari. However, in the best interest of the Company, he has withdrawn his resignation vide letter dated 27^th July, 2023 and same was intimated to the Stock Exchange.

The following are the Whole-time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Omprakash Tiwari Executive Director (with effect from 17^th September, 2022)

b) Mr. Aditya Nayak Chief Financial Officer (In-charge) (with effect from 13^th February, 2023)

c) Mr. Tushar J. Lakhmapurkar Company Secretary (with effect from 17^th September, 2022)

Board Evaluation

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board carried out an annual performance evaluation of the Board, its Committees, Individual Directors, Executive Director and Chairman. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination-cum-Remuneration Committee, formulated a Nomination & Remuneration-cum-Board Diversity Policy for selection, appointment of Directors and Senior Management and their remuneration. Information about the Policy is provided in the Corporate Governance Report and the said Policy may be accessed on the Company''s Website at the weblink: https://www.dicabs.com/pdf/policies-cod/Nomination-and-Remuneration-Policy.pdf.

Change in the nature of business:

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.

Share Capital

In terms of the NCLT order dated 20^th June, 2022 and approved resolution plan, 5,00,00,000 Equity Shares of Rs. 10/- each at PAR, aggregating to Rs. 50 Crores, were issued and allotted to GSEC & its affiliates on 17^th September, 2022.

Further, there is a reduction of existing share capital of the company as per the approved resolution plan, to the extent of 99% of the existing listed Share Capital of the Company w.e.f. 17^th September, 2022. After reduction, the earlier share Capital Stands to 2697106 Equity Shares of Rs. 10 each. The Company has already received the In-principal approval of listing from National Stock Exchange Limited and BSE Limited vide their letters dated 16^th March, 2023 and 2^nd June, 2023, respectively. The Company has already commenced the process of Corporate Actions for 99% extinguishment and 1% credit of equity shares in the demat account of Shareholders.

There has been no change in the Authorized Share Capital but the existing Issued and Paid-up Share Capital (after new issue of shares to promoters and reduction of existing listed Share Capital) is 52697106 (five crore twenty-six lakhs ninety-seven thousand one hundred and six) equity shares of Rs 10/- (Rupees ten) each aggregating to Rs 52,69,71,060/- (Rupees fifty-two crores sixty-nine lakhs seventy-one thousand and sixty).

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 financial year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees. Significant and Material Orders passed by the Regulators or Courts:

During the period under the review, the Honorable Supreme Court vide its order dated 17^th July, 2023, has dismissed the petition filed by the company against Regional Provident Fund Commissioner Vadodara against demand of Rs. 2.42 crore vide order dated 17^th July, 2023.

Management Discussion & Analysis Report:

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

Internal Financial Control Systems:

Pursuant to taking over of the operations of the Company by the new management, the Company is putting in place a framework for Internal Financial Controls, commensurate with the size, scale and complexity of the Company'' operations.

Risk Management:

Post acquisition, the Company is putting in place an enterprise risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Board to the best of its knowledge states that, there are at present no such risks that threaten the existence of the Company. Implementation of Various Policies / Code of Conduct:

The newly Reconstituted Board has approved and implemented the various policies / Code of Conduct in terms of requirement of SEBI (LODR) Regulations, 2015 including other SEBI Regulations, amendments/ circulars and the Companies Act, 2013 read with applicable rules. The same are available on the website of the Company at weblink (https://www.dicabs.com/policies-code-of-conduct-and-practices.aspx)

Particular of Employees:

During the year under review, not a single employee is falling within the criteria of requisite disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and hence not required to be furnished.

Director Responsibility Statement:

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP (i.e., between 24^th August, 2018 to 17^th September, 2022), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company. The Reconstituted Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations and the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period under review and also prior to the acquisition.

The Reconstituted Board of Directors have been in the office since September 17, 2022. Consequently, the Reconstituted Board has only a limited/ part of year overview of the effectiveness of the internal financial and other controls of the Company for the financial year 2022-23. Accordingly, pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the knowledge/ information gained by them, about the affairs of the Company, in a limited period of time and based on understanding of the then existing processes of the Company and to the best of their knowledge state that:

A. in the preparation of the annual accounts for the year 2022-23, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

B. such 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 ended March 31, 2022 under review and of the loss of the Company for that period.

C. the annual accounts of the Company have been prepared on a going concern basis;

Sexual Harassment Policy:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has already formed a committee for the same.

Auditors:Internal Auditors:

As per the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on 11^th February, 2022 appointed M/s. PricewaterhouseCoopers Services, LLP, Chartered Accountants, Mumbai as Internal Auditors for conducting Internal Audit of the Company for the period from 1^st April, 2022 to 31^st March, 2023. 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:

M/s. A Yadav & Associates LLP, Chartered Accountants (FRN: 129725W/100686) were appointed as Statutory Auditors of the Company of for a period of second term from 1^st April, 2022 to 30^th September, 2023. The necessary form was also filed with the Registrar of Companies, Gujarat.

Now, the Audit Committee of the Company has proposed for the appointment of Ms. Naresh & Co., Chartered Accountants, Vadodara (FRN 106928 W) from whom the company has received consent letter dated 25^th July, 2023 expressing their willingness to be appointed for a period of five years from the date of this Annual General Meeting till the conclusion of the AGM of year 2028, FY 2023-28 and to the effect that their appointment, if made is within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in the Notice of Annual General Meeting.

The Statutory Auditors of the Company has in general provided the following qualifications in its Audit Report, which are not specifically numbered the same. However, we are providing herewith the reply to the said qualifications.

The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report.

Qualification :1.

The Company did not produce us the Statutory Registers and records as required to be maintained and kept by it under the provisions of the Companies Act, 2013.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Hon''ble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. So, the said remark is for the period from 1^st April, 2022 to 17^th September, 2022. After that the company has regularly maintaining all Statutory registers and records as per the legal requirements.

Qualification :2

The Company has not filed any forms or returns with the Registrar of Companies or Regional Director, Central Government, the Tribunal, Court or other statutory authorities like PF, ESI, labour law etc. during the year under review.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Hon''ble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. So the said remark is for the period from 1^st April, 2022 to 17^th September, 2022. After that the company has regularly filed the necessary forms, documents, etc. with the necessary Government authorities.

Qualification :3

The company has not complied with Ind AS - 19, with respect to employee benefits. Actuarial valuation certificate has not been obtained for gratuity and other post-employment benefits.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Hon''ble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. As per approved resolution plan, the Company has provided payment of Old employees dues and all unclaimed statutory payments unpaid up to trigger date were written off in compliance with approved resolution plan. Therefore, no employees'' dues are payable as on date of reporting period. We are in the process of getting the Actuarial Valuation of Gratuity and Leave Encashment for current financial year.

Qualification :4

Internal Audit Report were not available for the full year of operations, so we are not able to give our comments on internal control in the company.

Reply:

The Company has been admitted to undergo Corporate Insolvency Resolution Process (CIRP) vide the order of the Hon''ble NCLT, Ahmedabad bench w. e. f. 24^th August, 2018. The affairs of the Company are administered by the Resolution Professional, since the powers of the Board of Directors of the Company are suspended. The new management of the Company/ Audit Committee has appointed M/s. Pricewaterhouse Coopers Services LLP (''PwC'') as the Internal Auditors of the Company with effect from 11^th February, 2023 for undertaking the Internal audit work of FY 2022-23 and the first Internal Auditor report was presented by them before the Audit Committee at its meeting held on 29^th July, 2023.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Anish B. Shah, A. Shah & Associates, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the year ended 31 March 2023.

The Secretarial Audit Report (MR-3) for the Financial Year ended 31 March 2023, is set out in Annexure- B to this report. The Qualifications stated in the Secretarial Audit Report are Self-explanatory.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Tarun Sukhwani, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company for the year 2023-24.

Cost Auditors and Cost Audit Records:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

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

The Audit Committee of Directors at its Meeting held on 11^th February, 2023 has accorded omnibus approval to execute transactions with related parties up to the value of Rs. 140.20 Crore. (Including the transaction values of Rs. 100 cr. as per the approved resolution plan of NCLT) During the Financial Year, the transactions entered into by the Company with Related Parties were in the ordinary course of business at arm''s length price and/or within the omnibus approval granted by the Audit Committee. The Company has not entered into contracts / arrangements / transactions with Related Parties which could be considered material in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party Transactions. Since, all the contracts / arrangements / transactions with Related Parties during the year were in the ordinary course of business and/or the same were at arm''s length as well as under the special omnibus approval route and not being material transaction as defined under the Act / Rules, disclosure in Form AOC-2 under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

In lines with amendments in the Listing Regulations, the Policy on Related Party Transactions and Material Subsidiaries Policy was amended and approved by the Board of Directors during the Financial Year. The said Policies may be accessed on the Company''s Website at the weblink: https://www.dicabs.com/pdf/policies-cod/Related-Party-Transactions-Policy.pdf

Your directors draw attention of the Members to Note No. 33 to the Financial Statements which sets out Related Party disclosures

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 - C to this report.

Code of Conduct and business Ethics:

The Company has adopted a code of conduct for prevention of Insider Trading and Business Ethics for Directors and Senior Management Personnel of the Company, as per Regulation 17 of SEBI (LODR) Regulations, 2015.

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 2022-23, no unethical and/or improper practice or any other wrongful conduct in the Company by any person was reported under the said Policy.

The said policy can be accessed on the website of the Company at weblink: https://www.dicabs.com/pdf/policies-cod/Policy-on-Vigil-Mechanism-Whistle-Blower.pdf

Familiarization Programme of Independent Directors:

In compliance with the requirement of SEBI (LODR) Requirements 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 is available on the website of the company.

Declaration of Independent Directors:

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

All the Independent Directors of the company are registered with the Indian Institute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company and weblink of the same is https://www.dicabs.com/pdf/policies-cod/terms-conditions-of-appointment-of-independent-directors.pdf

Website of your company:

Your Company maintains a website www.dicabs.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 has been provided.

Insurance:

The Company''s plant, property, equipment and stocks are adequately insured against major risks. The Company has also taken Directors'' and Officers'' Liability Insurance Policy to provide coverage against liability arising on them.

Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and National Stock Exchange of India Limited and the Company has paid the annual listing fees for the financial year 2023 - 24 to both the Stock Exchange.

Audit Committee:

The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read with the rules framed thereunder and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of composition of Audit Committee and other details relating to the same are given in the Report of Corporate Governance forming part of this Report. During the Financial Year 2022-23, there has been no instance where the Board has not accepted the recommendations of the Audit Committee. There was no instance of fraud during the year under review.

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the Company is not required to undertake any CSR activities for the financial year 2022-23 and accordingly information required to be provided under Section 134 (3) (o) of the Companies Act, 2013 read with the Rule 9 of the Companies (Accounts) Rules, 2014 in relation to disclosure about Corporate Social Responsibility are currently not applicable to the Company.

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.

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

d. Issue of employee stock options scheme.

e. 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 24th August, 2018. The Hon''ble NCLT, Ahmedabad bench, vide its order dated 20th June, 2022 approved the Resolution Plan submitted by the Successful Resolution Applicant.

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions Acknowledgement:

Your directors wish to thank the Company''s customers, vendors, suppliers and investors for their continuous support. The Directors also thank the Banks, Financial Institutions, shareholders, Stock Exchanges and concerned Government departments and agencies for their continued support.

Your directors wish to place on record their deep sense of appreciation and gratitude to the Company''s employees for their hard work, co-operation and support.

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Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty Second Annual Report together with the Audited accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS

Rs. in Lacs

2013-14 2012-13

Income 268088.01 213274.84

Expenditure 241202.01 190741.24

Gross Profit / (Loss) before Interest, Depreciation & Tax 26886.00 22533.60

Interest 11179.79 8560.43

Depreciation 3509.34 3265.41

Profit before Tax 12196.87 10707.76

Provision for taxation / Deferred Tax 1800.00 1500.00

Profit after tax 10396.87 9207.76

Share Capital 5814.20 3720.64

Reserves & Surplus 87547.35 65647.17

EPS 23.29 24.75

IMPORTANT PERFORMANCE PARAMETERS

Rs. in Lacs

2013-14 2012-13

Gross Profit Margin (%) 10.02 10.56

Asset Turnover (times) 1.03 1.10

Interest Coverage (times) 2.40 2.63

Earning per Shares (diluted) (Rs.) 23.29 24.75

DIVIDEND

Looking into the long term interest of the Company, your Directors have not recommended any dividend for the financial year ended on 31st March, 2014, although the Company has earned profit in the year under review.

CURRENT ACTIVITIES OF THE COMPANIES

At present your Company is generating revenues from Cables, Conductors, Transformers, Transmission and EPC Contracts. Company provides to its customers, numerous ranges of products in terms of best quality and ensures them optimum satisfaction level. We are glad to give you a brief look on the wide array of product range offered by our Company:

CABLES

Our power cables transmit a reassuring quality that can be counted on at all times. Our range includes the highly reliable LV/HV cables from 1.1KV to 132KV and the EHV cables from 220KV to 550KV. In order to deliver world-class power transmission products, we leverage our CCV method of manufacturing, coupled with German technology. What''s more, we also offer a 10-year warranty on our products against manufacturing defects - a first of its kind assurance that helps build the client''s confidence and trust in our products.

Power and Control Cables include

LV(1.1KV) grade aluminium/copper, armoured/unarmoured,

PVC/FRLS/XLPE cables up to 1000 sq mm in single core and 630 sq mm in multi core that conform to IS1554-I, IS 7098-I and other international standards Copper control cables up to 61 core with PVC/XLPE/FRLS that conform to international standards and specifications 4 HV cables up to 132KV as per international specifications and standards EHV cables from 220KV to 550KV Aerial Bunch Cables (ABC), both in LV & HV grade that conform to various standards Specialty cables which include control & instrumentation cables PVC / XLPE insulated ACSR & AAA conductors for special purposes Flexible cables with single core and multi core that conform to international standards and BS specifications.

Production Capacities

Our key equipment suppliers include global leaders such as Scholz, Nokia-Maillefer and Supermac among others. Amongst the top five power cable manufacturers in India, Diamond Power has also established India''s first ''vertical lead extrusion facility as well as the ''aluminium extrusion facility'' for cables, ranging from 66KV and more. Our cable capacities include:

LV cables (1.1KV) : 34300 KMPA HV cables (up to 132KV) : 5600 KMPA

EHV cables (220KV & above) : 2000 KMPA

Approvals, Certifications and Testing

ISO 9001-2008 Certified Products type-tested at ERDA and CPRI 4~ BIS certification for all LV / HV cables, conductors Products approved and accepted by leading electrical consultants, EPC contractors and corporate houses Products approved by most of the power utilities viz.

Powergrid, NTPC, NHPC and State Electricity Boards In addition to the above wider range of Cables, your Company took toddler steps to enter into the market of flexible wires, multi core cables, and special instrumentation and automation cables for domestic and industrial purpose with the brand name of "DIATRON". DIATRON Flame Retardant Cables are made of Electrolytic grade, bright plain annealed copper conductor, as per IS: 8130- 1984. These cables are suitable for all Industrial & Domestic wiring applications. The cables have high oxygen and temperature index and insulation of Flame Retardant- FR PVC compound, giving it additional safety. The cables have twin coating giving it superior insulation. Further the wires have uniform diameter and are available in standard lengths.

DIATRON flexible wires are made of bright, plain multi-stranded annealed copper conductor, as per Class 5 of IS 8130: 1984 with PVC insulation. These wires are used for all industrial wiring applications and are available in single and multi cores in standard lengths.

CONDUCTORS

Proficient Range of Conductors

Our range of conductors has been designed for superior efficiency and performance. Conductor manufacturing has been Diamond Power''s core competency since inception; it has today evolved into the country''s second largest player with a market share of over 25% and an installed capacity of over 50,500 MT. The product range comprises of 7 strand to 91 strand from 11KV HVDC lines. Diamond Power has supplied more than 1 million KMs of conductors.

Our Transmission and Distribution Conductors include 4 Aluminium Alloy Conductor Steel Reinforced (AACSR)

All Aluminium Conductors (AAC)

All Aluminium Alloy Conductors (AAAC)

Aluminium Conductor Steel Reinforced (ACSR)

Aluminium Conductor Alloy Reinforced (ACAR)

High Conductivity Alloy Conductors AL-59 etc Production Capacities Installed capacity of over 50,500 MTPA 4 Annual capacity of over 80,000 KMPA Approvals, Certifications and Testing ISO 9001-2008 certified

Products are type-tested at ERDA, NETFA, TAG and CPRI India''s first plant with in-house alloy manufacturing capabilities with type- testing facilities for rods Products approved with Powergrid, NTPC, NHPC and SEB''s

First in India to develop and manufacture alloy conductors and proto-test HSHC (High Strength and High Conductivity) conductors

First BIS mark holder for alloy conductors in India having ISI licenses for all types of conductors Product Awards

Winner of the International Gold Star Award & Quality Award from BID Spain transformers

Power and Distribution Transformers

Diamond Power''s Transformer division has been formed with the takeover of Western Transformers. This merger brings in over decades of manufacturing and technical excellence. To further fuel growth in the division, fresh investments in technology, capabilities and capacities have been made. Our transformer range comprises of state-of-the-art power, distribution and dry-type transformers.

It includes 11KV to 220KV, all the way up to 315MVA. Each of our transformers undergoes stringent type-testing, ensuring higher efficiency as well as reliability. We have successfully manufactured and type-tested transformers with ratings starting from 10 KV to 315 MVA, up to 220 KV class.

Power & Distribution Transformers include:

Power Transformers up to 220KV, 315 MVA Distribution Transformers up to 33KV, 2500 KVA Single phase track side transformers up to 145KV, 10 MVA Single phase track side transformers up to 145KV, 31 MVA Cast resin transformers up to 36KV, 3150KVA Current transformers up to 245KV Voltage transformers up to 72.5KV Vacuum circuit breakers up to 36KV, 2500 A, 40KA Dry type transformers Production facilities and Approvals:

Three fully-integrated facilities in Gujarat with in-house facilities for products such as core laminations, wire drawing, strip mill, winding as well as an in-house transformer oil refinery

A world class dry-type transformer facility

Over 50,000 installed transformers worldwide and an annual production capacity of 5000 transformers approvals, certifications and testing:

Our type-testing facilities of up to 1000 KV have been installed with a view to cover anticipated increased needs in the future Over 500 type-tests of several sizes done in laboratories all over the world

Our R&D facilities have been certified by DSIR, Govt. of India and ISO 9001-2008

TRANSMISSION TOWERS

A Tough Range of Transmission Towers

Our Transmission Towers have been designed to withstand the roughest of weathers. Sturdily built and technically superior in quality, these towers can perform in the most demanding of conditions. Not surprisingly, Diamond Power''s Transmission Towers are empowering every corner of the country by delivering power efficiently and reliably. Diamond Power, India''s most diversified power T&D Company has commenced production at its transmission tower facility.

Product Facilities

Our state-of-the-art facility is located at Phase II, Village: Vadadala, Taluka: Savli, Dist.: Vadodara. It has been designed to manufacture a wide range of transmission towers with a capacity of 48,000 MTPA.

TURNKEY PROJECTS

Our turnkey services in the power T&D sector are the key to our growth. We not only conceptualize the project, but also take charge of various stages of the project including planning, design and development, procurement, right up to the erection and commissioning. This has made us the country''s largest integrated power solutions provider. With our vast product range, we have an in-house control over 80% of the average EPC project cost.

Overhead Transmission Lines

One of our core focus areas is high voltage and extra high voltage transmission line projects. Our technical capabilities, financial viability and superior execution skills ensure a cutting-edge project development and implementation.

Rural & urban distribution Projects

Our solutions also encompass rural and urban electrification and distribution projects; wherein we offer end-to-end services - right from project design to commissioning.

Substation Projects

Diamond Power also undertakes MV, HV and EHV substation projects. Here again, our technical, financial and managerial process allows us to configure a project that fulfils client demands.

FINANCIAL STATEMENTS

The financial statements of your Company for the year ended on 31st March, 2014 have been prepared in accordance with the provisions of laws accordingly, and the previous year''s figures have been reclassified / regrouped to confirm to this year''s classification.

Your Directors have attached the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

SUBSIDIARY COMPANIES

M/s. Diamond Power Transformers Limited and M/s. Diamond Power Global Holdings Limited are wholly owned subsidiaries of our company.

Diamond Power Transformers Limited

Diamond Power Transformers Limited has performed well and has achieved tremendous growth in turnover. The Company is one of the core suppliers of transformers to the clients like BHEL, Noida Power, and Electricity Boards etc. The Company expects to achieve higher growth with addition of varied size and rating of transformers.

The Accounts of M/s. Diamond Power Transformers Ltd, Wholly Owned Subsidiary Company, together with the reports of the Directors and the auditors, are attached with this Annual Report.

Diamond Power Global Holdings Limited

Diamond Power Global Holdings Limited was incorporated on 3rd November, 2011 as a 100% subsidiary of Diamond Power Infrastructure Limited in Jebel Ali Free Zone (JAFZA), Dubai, U.A.E. to promote exports of the Company in the Middle East.

Financial numbers for Diamond Power Global Holding Limited are already included in the annual accounts of the Company.

DIRECTORS

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Articles of Association of the Company, your Board of Directors are seeking the re-appointment of Shri Ashok Kumar Gautam, Shri Ashok Kumar Singh and Shri Bhavin Shah who are retiring at the ensuing Annual General Meeting.

Profile of all the Directors has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Further during the year following Directors were retired and appointed:

Smt. Dr. vasantha Bharucha

Smt. Dr. Vasantha Bharucha joined our Company on 28th September, 2010 as a Non-Executive Director. Due to her pre-occupation she opted for retirement from the Board of Directors and conveys her resignation on 22nd May, 2013. Dr. Bharucha served as a Chairman of the Investors'' Grievances Committee and Member of Audit Committee and Remuneration Committee. The Company has been able to nail down many opportunities that have come its way with the help of her suggestions and guidance. The Management would like to extend its gratitude to her regarding her valuable suggestions to the Company.

Shri Aswini Kumar Sahoo

Shri Aswini Kumar Sahoo joined our Company as on 22nd May, 2013 as a Non-Executive Director (additional) by the Board of Directors of the Company and subsequently his appointment was further confirmed by Shareholders in their 21st Annual General Meeting held on 30th September, 2013 as regular Independent Director of the Company who is liable to retire by rotation.

Shir Ashok Kumar Gautam

Shri Ashok Kumar Gautam was appointed by the Board of Directors of the Company as an Additional Independent Director w.e.f. 9th August, 2014.

Shri Ashok Kumar Singh

Shri Ashok Kumar Singh was appointed by the Board of Directors of the Company as an Additional Independent Director w.e.f. 3rd September, 2014.

STATUTORY AUDITORS

M/s. Vijay N. Tewar & Co., Chartered Accountants, bearing ICAI Membership No. 040676 and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Vijay N. Tewar, of such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification.

COST AUDITOR

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, our Board has re-appointed M/s .S.

S. Puranik & Associates, as the Cost Auditor of our Company for the financial year 2013-14 to conduct the audit of the cost records of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of the Companies Act, 2013, your Company has appointed M/s. Devesh Vimal & Co., as Secretarial Auditor.

DUE DILIGENCE REPORT

M/s. Swati Bhatt & Co. Practicing Company Secretary conducted due diligence audit and has submitted the report confirming compliance with the applicable provisions of Companies Act and other rules regulations issued by various regulatory authorities.

SHARE CAPITAL DURING THE YEAR UNDER REVIEW

Your Company in the financial year 2013-14 has increased its Authorised Share Capital from existing Rs.50,00,00,000 (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of Rs.10/- (Rupees Ten) each to 5,58,58,500 (Five Crores Fifty Eight Lacs Fifty Eight Thousand Five Hundred Only) Equity Shares of Rs.10/- (Rupees Ten) each and 41,41,500 (Forty One Lacs Forty One Thousand Five Hundred Only) Preference Shares of Rs. 10/- (Rupees Ten) Each Rs. 10/- (Rupees Ten) Each

Further, Company has issued 43,92,000 Share Warrants during the year under review which were converted on 20th March, 2014 in to the Equity Shares ranking parri passu with existing Equity Shares of the Company.

In addition to above Company has also issued 41,41,500 Redeemable Cumulative Preference Shares to the promoters'' group companies.

DEBENTURES

In financial year 2011-12, the Company has issued Non-Convertible Debentures amounting to Rs.32 Crores in aggregating of Rs. 100 Crores (Debentures of Rs. 68 Crores were issued in financial year ended on 31st March, 2011) Rs. 1 Lacs Each at the rate of 12%, 12.25%, 12.35%, 12.50% and 12.75% to the respective Debenture Holders.

M/s. Unit Trust of India Investment Advisory Services Limited was appointed as Debenture Trustee of the Company.

Any member interested in obtaining any information regarding Debentures or Debenture holders may write to the Company Secretary at the Corporate Office of the Company.

GOVERNANCE POLICY

a) The Code of Conduct

At Diamond Group of Companies Code of Conduct is a periodically reviewed document that takes into account business practices in different parts of the globe. It is meant to be a guiding principle and is shared with all stakeholders - including employees, partners, vendors, suppliers, contractors, etc. - as it governs all aspects of fair practice.

We emphasis on major code of conducts like

- Ethics, Transparency and Accountability

- Maximising the sustainability of goods and services throughout their lifecycle

- Enriching the quality of life of employees and maximising their potential

- Inclusive growth through stakeholder engagement

- Businesses should respect and promote human rights

- Protecting the Environment

- Inclusive growth and equitable development

- Value to customers

b) Management of Business Ethics

The business ethos of the Code of Conduct is deployed through aspecially formulated structure called the Management of Business Ethics (MBE). It is based on the four pillars of:

- Leadership

- Communication and Awareness

- Compliance Structure

- Evaluation of Effectiveness

c) Committees

Several focused Committees have been constituted by the Board who meet periodically to review their respective terms of reference. These include:

- Audit Committee

- Stakeholders'' Grievances & Relationship Committee (Formerly known as Investors'' Grievances Committee)

- Nomination and Remuneration Committee (Formerly termed as Remuneration Committee)

- Share Transfer Committee

- Debenture Issue Committee

- Corporate Social Responsibility (CSR) Committee

d) Policies

A number of policies have been put into place to ensure that governance standards are met. They are based on zero tolerance towards corruption and unethical behaviour. These include:

- Whistle Blower Policy / Vigil Mechanism

- Vendors and Suppliers Whistler Blower Policy

- Sexual Harassment Prevention and Redressal Policy.

- Policy against unethical behaviour.

INSURANCE

All the insurable interests of our Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

PERSONNEL

The Board of Directors wishes to express their appreciations to all the employees for their outstanding contribution to the operations of the Company during the year. Any member interested in obtaining a copy of the Statement of Particulars of employees referred to in Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary at the Corporate Office of the Company.

LITIGATION

We have a core and competent team of legal department who instantaneously looks after all the material litigations. However, during the year 2013-14 under review there were no material litigations against our company as reported by legal department.

QUALITY CONTROL

It is the quality of our work which will please our Customers and not the quantity. The Company is committed to establish, sustain and strengthen the quality management system in each sphere of its operation, aiming at total customers'' satisfaction.

To achieve this, it will be an endeavour of the Company to strive towards producing impeccable products, ensuring timely delivery and providing quality services to our valued customers.

In terms of quality, the Company is certified by ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007.

ENVIRONMENTS SAFETY

The Company has given high priorities to Environment and Safety. A number of initiatives have been taken to embed a culture of safety and safe working practices in the organisation. A detailed corporate safety action plan has been prepared, including the activities that will be guided and supervised by the Management.

The Company is pro-actively complying with the Statutory, legal and other requirements related to environment, safety and occupational health as pertinent to various processes, to ensure lowest pollution levels and safe working environment throughout the organization.

We are striving to prevent accidents and injuries, lower the incidences of occupational and ill health issues across the Company by identification and documentation of all environmental aspects as well as hazard risks.

The Company is certified by ISO 14001:2004 - for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety Management Systems.

RISK MANAGEMENT

As part of the Risk Management Process, during the year, the Company reviewed the various risks and finalized mitigation plans. These were reviewed periodically by the Management and closely monitored and reviewed the risk plans periodically.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange of India Limited and National Stock Exchange of India Limited, a detailed report on Corporate Governance is set out in this report. The Statutory Auditors of the Company have examined the Company''s Compliance in this regard and have certified the same. As required under the SEBI Guidelines, such certificate is reproduced in the Report. A separate Management Discussion and Analysis Report on the company''s performance are attached to this report.

The declaration given by the Managing Director and Joint Managing Director with regard to compliance of Company''s code of conduct by the Board members and senior management is furnished to this report.

CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES

In accordance with Section 135 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 30th May, 2014 framed CSR Committee.

DIRECTORS'' RESPONSIBILITY STATEMENT

Under Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of Annual Accounts, the Company has followed the applicable Accounting Standards issued by the Institute of Chartered Accountants of India along with proper explanation relating to material departures;

b) Such accounting policies have been selected and consistently applied and judgments and estimates made thus are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2014 and of the Profit /Loss for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual Accounts have been prepared on a going concern basis.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required by Companies Act, are mentioned in this Report.

ACKNOWLEDGEMENT

Our Directors would like to express their grateful appreciation for the assistance and co-operation, received from the Banks, Financial Institutions, various government authorities, customers, vendors and shareholders during the year. Our Directors also wish to place on records the deep sense of gratitude for the committed services of the executives, staff members and workers.

For and On Behalf of the Board of Directors

(S. N. Bhatnagar)

Chairman

Date: 9th August, 2014 Place: Vadodara

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Mar 31, 2013

To the Members,

The Directors are pleased to present the Twenty First Annual Report together with the audited accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS

Rs. in Lacs Particulars 2012-13 2011-12

Income 2,13,274.84 1,74,358.26

Expenditure 1,90,741.24 1,54,738.95

Gross Profit / (Loss) before Interest, Depreciation & Tax 22,533.60 19,619.31

Interest 8,560.43 4,850.90

Depreciation 3,265.41 2,429.26

Net Profit / (Loss) before Tax 10,707.76 12,339.15

Provision for Taxation / Deferred Tax 1,500.00 1,500.00

Profit / (Loss) after Tax 9,207.76 10,838.85

Share Capital 3,720.64 3,720.64

Reserves & Surplus 65,647.17 57,015.96

EPS 24.75 29.13

IMPORTANT PERFORMANCE PARAMETERS

Rs. in Lacs Particulars 2012-13 2011-12

Gross Profit Margin (%) 10.00 9.47

Asset Turnover (times) 1.10 1.11

Interest Coverage (times) 2.54 3.96

Earning per Shares (diluted) (Rs.) 24.75 29.13





DIVIDEND

In view of substantial growth, good financial performance and Bonus Shares to the Existing Shareholders during the year, the Board has recommended dividend of Rs. 1 per share (i.e. 10%), out of the profit of the financial year ended on 31st March, 2013 on 37,206,371 (Excluding Bonus Share i.e 12,402,124) equity shares of Rs. 10.00 each fully paid up aggregating to Rs. 372,063,710.

This is clarify that as per resolution passed by the shareholders of the company at their Extra Ordinary held on 17th August, 2013 pertaining to 12,402,124 bonus equity shares which have been allotted on 29th August, 2013 i.e. in the financial year 2013-14. Accordingly, these bonus equity shares shall be entitled to the full dividend declare in respect of the financial year 2013-14 irrespective of the date of allotment.

In other words, bonus equity shares shall be entitled to full dividend and will not be pro-rated on the basis of date of allotment. Thus, entitlement of bonus equity shares on dividend, if declared, would commence from the financial year 2013-14 and thereafter but not before that.

The dividend on Ordinary Share is subject to the approval of the shareholders at the Annual General Meeting.

GLOBAL ECONOMY COMPARED WITH INDIAN ECONOMY

The world Gross Domestic Product (GDP), as reported by the International Monetary Fund, witnessed a moderate growth of 3.2% in 2012 as compared to a growth of 4.0% in 2011.While the growth in the advanced economies was 1.2% in 2012 in contrast to 1.6% in 2011, growth in the emerging and developing economies fell to 5.1% in 2012 compared to 6.4% in 2011. There was a noticeable slowdown in the emerging market and developing economies during 2012, a reflection of the sharp deceleration in demand from key advanced economies. Global prospects have improved but the road to recovery in the advanced economies is still uncertainand volatile.

As per the report of World Bank, it scaled down India''s growth forecast to 6.1% for the current fiscal from 7% projected six months ago. The decline in the growth forecast is largely due to the decline in agriculture sector which is expected to grow at 2% during the current year against the previous estimate of 2.7% despite normal monsoon projection. However, the multi-lateral funding agency said that India is regaining economic momentum and growth is expected to recover gradually to its high long-term potential.

This estimate by CSO is drastically lower than what has been projected thus far by the government and RBI. India''s economic growth rate this fiscal is estimated to be sharply lower at 5%, lowest in a decade, on account of poor performance of manufacturing, agriculture and services sector.

This estimate by CSO is drastically lower than what has been projected thus far by the government and RBI.

"The growth in GDP (Gross Domestic Product) during 2012-13 is estimated at 5% as compared to a growth rate of 6.2% in 2011- 12," according to the Advanced Estimates released today by the Central Statistical Organisation (CSO).

In 2002-03, the GDP had grown at 4%. Since then the Indian economy has been expanding at over 6%, the highest rate being 9.6% in 2006-07.CSO''s advance estimate lowered the growth in agriculture and allied activities to 1.8% in 2012-13, compared to 3.6% 2011-12.

Manufacturing growth is also expected to drop to 1.9% in this fiscal, from 2.7% last year.

The CSO''s GDP growth projection is a lower than the 5.5% forecast made by the Reserve Bank in its quarterly monetary policy. In its mid-year Economic Review, the government had also estimated growth ranging from 5.7-5.9%. The current estimate is a sharply lower than the 7.6% growth projection for 2012-13 made by government in Budget.

The latest estimate of 5% for the entire fiscal means that the pace of economic expansion has slowed sharply in the second half of 2012-13, given that GDP growth in the April-September period stood at 5.4%.

According to the advance estimates, the services sector including finance, insurance, real estate and business services sectors are likely to grow by 8.6% this fiscal, against 11.7% last fiscal.

However the growth in the mining and quarrying is likely be slightly better at 0.4%, compared to contraction of growth of 0.6% a year ago.

Growth in construction is also likely to be 5.9% in 2012-13, against 5.6% last year.

According to the CSO''s advance estimates, growth in electricity, gas and water production is likely to decline to 4.9% in 2012-13, from 6.5% in 2011-12.

During the current fiscal, the trade, hotel, transport and communication sectors are projected to grow by 5.2%, as against 7% last fiscal.

Community social and personal services growth however would be slightly better at 6.8%, compared to 6% in previous fiscal.

Overall, the 5% growth in the advanced estimates is lower than what experts have been forecasting.

Yesterday, the International Monetary Fund (IMF) had said that the Indian economy would grow by 5.4% in 2012-13, but should pick up to 6% in next fiscal.

The Indian economy had expanded by 8.4% in both 2010-11 and 2009-10, while growth in 2008-09 was 6.7%.

The advance GDP estimates are released by the CSO before the end of a financial year to enable the government to formulate various estimates for inclusion in the Budget.

GLOBAL ELECTRICAL EQUIPMENT INDUSTRY

According to International Energy Agency''s World Energy Outlook 2009 report. The demand for electricity worldwide is projected to grow at an annual rate of 2.7% for the period 2007–2015, slowing down to 2.4% per year during the period 2015–2030 as economiesmature, and the generation and supply of electricity becomes more efficient. Over 80% of the growth between 2007 and 2030 is expected to be in non-OECD countries. The demand in these countries is expected to grow by 5% per year up to 2015, slowing down to 3.3% per year in 2015–2030.

The world''s installed power generation capacity is projected to rise from 4,509 GW in 2007 to about 10,000 GW in 2030. Total gross capacity addition is expected to amount to 4,800 GW over the period, with 30% of this addition planned for installation by 2015. On an average, capacity additions are projected to amount to 190 GW per year during 2008–2015, rising to almost 220 GW per year during 2016–2030. The largest capacity additions are forecasted in China and would comprise nearly 30% of total global capacity addition. The cumulative investment during 2008–2030 is expected to amount to US $13.7 trillion, with US $7.2 trillion needed in generation, US $2 trillion in transmission and US $4.5 trillion in distribution.

The global electrical equipment industry consists of the following two segments:

a. Global heavy electrical equipment market — power generating equipment, including windturbines, and other heavy electrical equipments such as power turbines, heavy electrical machinery intended for fixed-use and large electrical systems.

b. Global electrical components and equipment market — electric power cables, Transformers and electrical switchgear, Transmission Line Towers, etc.

The global EE market is expected to increase from more than US $3 trillion (2008-15) to US $6.8 trillion (2016-30). This translates into 2% CAGR over the long term.

Asia-Pacific and Europe together account for more than 70% of the global market, with Asia-Pacific''s share being 45%. This region is expected to see the strongest demand in future due to the region''s strong expected economic growth rates.

Globally, growth rates have been less-than-impressive in recent years in the electrical equipment market, but there is scope for expansion in certain geographical areas, such as the emerging markets in the Asia-Pacific region. Robust economic growth in emerging countries such as China and India, combined with rapid urbanization and strong growth in fixed investment spending in these countries, is expected to boost the demand for electrical equipment in these countries.

INDIAN POWER SECTOR

Power is a necessary fuel for a growing economy. Indian economy is on a high growth path targeting GDP growth rate of 8-8.5%. To achieve this growth it is imperative that the power infrastructure is in place.

India has the fifth-largest generation capacity in the world with an installed capacity of over180 GW, as on 31st July 2011. The country is also the sixth-largest energy consumer, accounting for 3.4% of total global energy consumption. As the sixth largest energy consumer in the world, the total consumption in 2008-09 was estimated at 725 bn kWh. This is expected to increase to 975 bn kWh by 2011-12.

The industrial sector, due to increasing capacity additions, has the highest demand for electricity, as compared to others sectors (domestic, commercial and agriculture). Going forward its share is expected to remain high due to increasing industrial activity in the country. The domestic and commercial sectors are likely to experience a steady demand for electricity, but the share of agriculture is expected to see a decline in the coming years.

Transmission segment plays a key role in transmitting power to various distribution entities across India. However, the investment in transmission infrastructure has been half of that on generation, leading to major inadequacies in the transmission system. As on March 2009, inter-regional capacity stood at 20,750 MW and is estimated to be 37,150 by March 2012. During the Twelfth Plan, total transmission substation capacity addition is expected to be 3,01,000 MVA, while 120,000 ckt of transmission lines are expected to be added.

India''s electrical equipment industry is highly diverse and manufactures a wide range of high and low technology products. The industry size is estimated at 1,10,000 Crore (US$ 25bn)in 2010-11. The industry directly employs around five lakh persons and provides indirect employment to another ten lakh people. Most sub-sectors of the industry also make a large number of products in varied price and quality ranges. Some subsectors comprise a sizeable un organized segment as well. The industry can be broadly classified into two sectors –generation equipment and T&D equipment. Generation equipment segment consists of boilers, turbines and generators while the T&D equipment segment consists of transformers, cables, transmission lines, switchgear, capacitor, etc.

India''s electrical equipment industry has witnessed significant growth in the last few years. The major electrical equipments have grown at a CAGR of 23% from a small base of 7,415Crore in 2000–01 to 60,105 Crore in 2010-1120. The major electrical equipment manufactured include capacitors, energy meters, rotating machines, transformers, cables, switchgears, transmission line towers and conductors. Other Electrical Equipment includes instrument transformers, surge arrestors, stamping & lamination, insulators, insulating material, industrial electronics, indicating instruments, winding wires, etc. Growth in the industry has been led by the rise in demand from power grids, independent power producers (IPPs) and utilities for high voltage (HV) and extra high voltage (EHV) equipment.

The growth of the cable and wire industry is faster than the GDP growth of the country, The cable industry came out of recession by 2011-12 but it has had negative growth in Q1 of 2012-13.The industrial growth in India is 8% overall and it is much higher in the cable industry, as indicated by IEEMA. According to it, the cable industry is the only sector in the electrical equipment industry that showed a growth of 16.9% in 2011.Uncertainty in investment plan due to slowdown in industrial capex activities and off-take by users due to credit squeeze, high interest costs, etc, have caused. It is hoped the industry will be back on track.

Despite the global and local macro-economic depression, Indian economy and consequently the domestic demand of wire and cable industry continued to rise during the post-depression years of 2008 & 2009.The growth was less still more than the overall GDP of India.

The years, 2009-2010, proved to be good with cables production rising to 865,000 tonnes. As the Indian government is going ahead with reforms for the country''s infrastructure, the demand for cable should result in stronger demand, which may take the market to 120,000 tonnes by year 2014.The rise in GDP growth for cables will be 13-14 % per year on compounded basis.

The market for power conductors is set to boom in the XII Plan period thanks to a much higher power transmission outlay. With private sector companies lending a supporting hand in mega transmission lines, demand for power conductors is expected to soar. It is not just a case of volumes growth; power conductors in the coming years will be even more technologically advanced.

The power conductor industry is very likely to see impressive growth, thanks to a much higher outlay for the power transmission sector. According to estimates, the power transmission sector is expected to see investment of Rs. 2,40,000 crore during the XII Plan period, which would be over 70 per cent higher than the comparable Rs. 1,40,000 crore in the ongoing XI Plan period. Power generation, which has been the focus in the X and XI Plan periods, is seen making way for power transmission & distribution in the XII Plan. Needless to say, the power conductor industry stands to gain tremendously.

According to industry experts, 25 per cent of the total cost of a typical power transmission project is towards conductors. Going by this, the business opportunity size for power conductors in the XII Plan would be Rs.60,000crore. The total opportunity arena could be much higher than this considering that conductors also find minor application in power distribution (sub-transmission) projects. Given that the total investment outlay on power distribution in the XII Plan is Rs. 4,00,060 crore, even if one considers a small fraction of this outlay, the total opportunity size for power conductors in the XII Plan could even be in the region of Rs.70,000 crore.

The transformers market in India has been in a healthy state for quite some years now. The market is further expected to witness healthy growth rates and stimulating demand for the coming years. The initiatives undertaken by the Government of India along with the need of replacement of transfers installed in the earlier years is expected to drive growth in the Indian transformers market.

The Indian transformer industry is more than five decades old, hence mature. Domestic manufacturers have developed capabilities to manufacture all types of equipment to meet the country''s demand for transformers up to 800kV and going up to 1,200kV. The industry enjoys a good reputation in terms of quality, price, and delivery in the domestic as well as overseas markets.

The transformer market in India can be pegged at more than Rs.13,000 crore. Power transformers contribute 45 per cent of the total market and distribution transformers 55 per cent. Over the last two years the market has grown at a very moderate rate at less than 4 per cent, due to the slowdown of power generation capacity addition and T&D infrastructure expansion.

Anticipating the huge domestic (due to a power deficit scenario, requirement of power sector expansion) and overseas demand, the transformer industry in India has more than doubled its manufacturing capacity over the last five years. Transformer manufacturing capacity in India stands at 370 GVA with capacity utilization rates hovering around 60-70 per cent on an average over the last five years. Transformer over-capacity in the Indian market has led to immense pricing pressure scenario severely impacting the profitability of the market players

CURRENT ACTIVITIES OF THE COMPANIES

At present our Company is generating revenues from Cables, Conductors, Transformers, Transmission and EPC Contracts. Company provides to its customers, numerous ranges of products in terms of best quality and ensures them optimum satisfaction level. We are glad to give you a brief look on the wide array of product range offered by our Company:

CABLES

Our power cables transmit a reassuring quality that can be counted on at all times. Our range includes the highly reliable LV/ HV cables from 1.1KV to 132KV and the EHV cables from 220KV to 550KV. In order to deliver world-class power transmission products, we leverage our CCV method of manufacturing, coupled with German technology. What''s more, we also offer a 10-year warranty on our products against manufacturing defects - a first of its kind assurance that helps build the client''s confidence and trust in our products.

Power and Control Cables include

T LV (1.1KV) grade aluminum/copper, armoured/ unarmoured, PVC/FRLS/XLPE cables up to 1000 sq.mm in single core and 630 sq mm in multi core that conform to IS1554-I, IS 7098-I and other international standards

T Copper control cables up to 61 core with PVC/XLPE/FRLS that conform to international standards and specifications

T HV cables up to 132KV as per international specifications and standards

T EHV cables from 220KV to 550KV

T Aerial Bunch Cables (ABC), both in LV & HV grade that conform to various standards

T Specialty cables which include control & instrumentation cables

T PVC / XLPE insulated ACSR & AAA conductors for special purposes

T Flexible cables with single core and multi core that conform to international standards and BS specifications.

PRODUCTION CAPACITIES

Our key equipment suppliers include global leaders such as Scholz, Nokia-Maillefer and Supermac among others. Amongst the top five power cable manufacturers in India, Diamond Power has also established India''s first ''vertical lead extrusion facility'' as well as the ''aluminum extrusion facility'' for cables, ranging from 66KV and more. Our cable capacities include:

T LV cables (1.1KV): 34300 KMPA

T HV cables (up to 132KV): 5800 KMPA

T EHV cables (220KV & above): 2500 KMPA

Approvals, Certifications and Testing

T ISO 9001-2008 Certified

T Products type-tested at ERDA and CPRI

T BIS certification for all LV / HV cables, conductors

Products approved and accepted by leading electrical consultants, EPC contractors and corporate houses

T Products approved by most of the power utilities viz. Powergrid, NTPC, NHPC and State Electricity Boards

In addition to the above wider range of Cables, your Company took toddler steps to enter into the market of flexible wires, multi core cables, and special instrumentation and automation cables for domestic and industrial purpose with the brand name of DIATRON.

DIATRON Flame Retardant Cables are made of Electrolytic grade, bright plain annealed copper conductor, as per IS: 8130- 1984. These cables are suitable for all Industrial & Domestic wiring applications.

The cables have high oxygen and temperature index and insulation of Flame Retardant- FR PVC compound, giving it additional safety. The cables have twin coating giving it superior insulation. Further the wires have uniform diameter and are available in standard lengths.

DIATRON flexible wires are made of bright, plain multi-stranded annealed copper conductor, as per Class 5 of IS 8130: 1984 with PVC insulation. These wires are used for all industrial wiring applications and are available in single and multi cores in standard lengths.

CONDUCTORS

Proficient Range of Conductors

Our range of conductors has been designed for superior efficiency and performance. Conductor manufacturing has been Diamond Power''s core competency since inception; it has today evolved into the country''s second largest player with a market share of over 25% and an installed capacity of over 50,500 MT. The product range comprises of 7 strand to 91 strand from 11KV HVDC lines. Diamond Power has supplied more than 1 million KM of conductors.

Our Transmission and Distribution Conductors include

T Aluminum Alloy Conductor Steel Reinforced (AACSR)

T All Aluminum Conductors (AAC)

T All Aluminum Alloy Conductors (AAAC)

T Aluminum Conductor Steel Reinforced (ACSR)

T Aluminum Conductor Alloy Reinforced (ACAR)

T High Conductivity Alloy Conductors AL-59 etc

Production Capacities

T Installed capacity of over 50,500 MT

T Annual capacity of over 80,000 KMPA

Approvals, Certifications and Testing

T ISO 9001-2008 certified

T Products are type-tested at ERDA, NETFA, TAG and CPRI

T India''s first plant with in-house alloy manufacturing capabilities with type- testing facilities for rods

T Products approved with Powergrid, NTPC, NHPC and SEB''s

T First in India to develop and manufacture alloy conductors and proto-test HSHC (High Strength and High Conductivity) conductors

T First BIS mark holder for alloy conductors in India having ISI licenses for all types of conductors

Product Awards

T Winner of the International Gold Star Award & Quality Award from BID Spain

TRANSFORMERS

Power and Distribution Transformers

Diamond Powers transformer division has been formed with the takeover of Western Transformers and Apex Transformers. This merger brings in over 4 decades of manufacturing and technical excellence. To further fuel growth in the division, fresh investments in technology, capabilities and capacities have been made. Our transformer range comprises of state-of-the-art power, distribution and dry-type transformers. It includes 11KV to 220KV, all the way up to 315MVA. Each of our transformers undergoes stringent type-testing, ensuring higher efficiency as well as reliability. We have successfully manufactured and type-tested transformers with ratings starting from 10 KV to 315 MVA, up to 220 KV class.

Power & Distribution Transformers include:

T Power transformers up to 220KV, 315 MVA

T Distribution transformers up to 33KV, 2500 KVA

T Single phase track side transformers up to 145KV, 10 MVA

T Single phase track side transformers up to 145KV, 31 MVA

T Cast resin transformers up to 36KV, 3150KVA

T Current transformers up to 245KV

T Voltage transformers up to 72.5KV

T Vacuum circuit breakers up to 36KV, 2500 A, 40KA

T Dry type transformers

Production facilities and Approvals:

T Three fully-integrated facilities in Gujarat with in-house facilities for products such as core laminations, wire drawing, strip mill, winding as well as an in-house transformer oil refinery

T A world class dry-type transformer facility

T Over 50,000 installed transformers worldwide and an annual production capacity of 5000 transformers

Approvals, Certifications and Testing:

T Our type-testing facilities of up to 1000 KV have been installed with a view to cover anticipated increased needs in the future

T Over 500 type-tests of several sizes done in laboratories all over the world

T Our R&D facilities have been certified by DSIR, Govt. of India and ISO 9001-2008

TRANSMISSION towers

A Tough Range of Transmission Towers

Our transmission towers have been designed to withstand the roughest of weathers. Sturdily built and technically superior in quality, these towers can perform in the most demanding of conditions. Not surprisingly, Diamond Power''s transmission towers are empowering every corner of the country by delivering power efficiently and reliably.

Diamond Power, India''s most diversified power T&D Company has commenced production at its transmission tower facility.

Product Facilities

Our state-of-the-art facility is located at Phase II Village: Vadadala, Taluka: Savli, Dist.: Vadodara. It has been designed to manufacture a wide range of transmission towers with a capacity of 48,000 MTPA.

TURNKEY PROJECTS

Our turnkey services in the power T&D sector are the key to our growth. We not only conceptualize the project, but also take charge of various stages of the project including planning, design and development, procurement, right up to the erection and commissioning. This has made us the country''s largest integrated power solutions provider. With our vast product range, we have an in-house control over 80% of the average EPC project cost.

Overhead Transmission Lines

One of our core focus areas is high voltage and extra high voltage transmission line projects. Our technical capabilities, financial viability and superior execution skills ensure a cutting-edge project development and implementation.

Rural & Urban Distribution Projects

Our solutions also encompass rural and urban electrification and distribution projects; wherein we offer end-to-end services – right from project design to commissioning.

Substation Projects

Diamond Power also undertakes MV, HV and EHV substation projects. Here again, our technical, financial and managerial prowess allows us to configure a project that fulfills client demands.

DEVELOPMENTS & EXPANSION PLANS

Success seems to be connected with Action, We at a Diamond Power continuously working for the creation of wealth for our stakeholders, Your dream to see the company reaching new heights is our goal and validating the same we are very proud to inform you that the company is growing very potentially in the field of power infrastructure. Globally, the company is working on the new and related activities, which aims to achieve the Company''s goal of making Diamond Group as the real Power Infrastructure Company which adds value to its stake holders. Our company has already commenced its commercial operation of HT Project in addition to this, the Company having commissioned India''s First Extra High Voltage Cables Plant to manufacture 500 KV Cables. The Company is also working to expand its business in foreign nations with collaboration of other foreign organizations.

Our Company expands its horizons by setting new heights, by adding to its current manufacturing setup new projects for producing conductors and medium voltage cables at Vadadala, Vadodara to cater to the growing demand from its existing markets.

In case of Conductors, the Company aims to take advantage of the current market scenario and become a key supplier of conductors. It also plans to expand its conductors manufacturing capacity to 1,50,500 MT p.a. from the current capacity of 50,500 MT p.a. Along with the proposed expansion, the Company also proposes to increase its rod manufacturing facility to 1,22,000 MT p.a. from the present 32,000 MT p.a.

In case of Medium Voltage Cables, the Company proposes to put up additional 3 lines, each with an installed capacity of 2,500 kms totaling to7,500 kms which will augment the current capacity of 5,600 kms to 12,700 kms.

The Company has added a new feather to its cap by setting up the first testing laboratory in India to test Extra High Voltage Cable up to 500 KV. This laboratory is a state of art and equipped with latest technology which will enable the Company to test EHV Cables up to 500 KV within the Company.

Taking steps forward to compete with our Competitors in today''s tech savvy world the Company is planning to shift from manual to automatic process which will ensure highest level of productivity and minimum level of handling and processing errors. This system will be time as well as cost effective. Further with respect to futuristic vision, the Company is planning for backward and forward integration for raw materials and packaging which will minimize the Company''s cost.

Further, Your Directors at their meeting held on 22nd May, 2013 have decided to transfer its two undertakings viz. Tower Division & EPC Division situated at phase II village: Vadadala, Taluka : Savli, Dist. Vadodara. This would enable the Company to have more liquidity as well as enable the Company to have exclusive attention and more focused approach on remaining undertaking viz. cable unit & conductor unit.

FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011.

The financial statements of our Company for the year ended on 31st March, 2013 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year''s figures have been reclassified/ regrouped to conform to this year''s classification.

Our Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

SUBSIDIARY COMPANIES

M/s. Diamond Power Transformers Limited and M/s. Diamond Power Global Holdings Limited are wholly owned subsidiaries of our company.

Diamond Power Transformers Limited

Diamond Power Transformers Limited has performed well and has achieved 100% growth in turnover. The Company is one of the core suppliers of transformers to the clients like BHEL, Noida Power, and Electricity Boards etc. The Company expects to achieve higher growth with addition of varied size and rating of transformers. We are pleased to inform to our shareholders about the acquisition of strategic stake by Diamond Power Transformers Limited in Maktel Control and Systems Private Limited and Maktel Power Limited (formerly known as Danke Control Private Limited) as a measure of expanding its current operations in July 2012.

The Accounts of M/s. Diamond Power Transformers Ltd, Wholly Owned Subsidiary Company, together with the reports of the Directors and the auditors, as required under Section 212 of the Companies Act, 1956, are attached with this annual report.

Diamond Power Global Holdings Limited

Diamond Power Global Holdings Limited was incorporated on 3rd November, 2011 as a 100% subsidiary of Diamond Power Infrastructure Limited in Jebel Ali Free Zone (JAFZA), Dubai, U.A.E. to promote exports of the Company in the Middle East. The company being a toddler is taking steps towards attaining its object successfully and in years to come is expected to achieve the desired results.

Financial numbers for Diamond Power Global Holding Limited are already included in the annual accounts of the Company.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company Shri Kirit Vyas and Shri Ranvir Singh Shekhawat are liable to retire by rotation at the Annual General

Meeting. However, they are eligible for re-appointment. Shri Aswini Kumar Sahoo who was appointed as a Non-Executive Director by the Board will retire at this Annual General Meeting and the Company has also received his candidature for re-appointment as a Non-Executive (Independent) Director of the Company.

Further during the year under review following Directors were retired and appointed:

Shri Rajagopalan Thirumalainallan Chakravarthy

Shri T N C Rajgopalan joined our Company on 18th October, 2007 as an Independent Director. Due to his pre occupation he opted for retirement from the Board of Directors and resigned on 23rd October, 2012. Shri Rajagopalan served as a Chairman of the Audit Committee. His suggestions and guidance have indeed proved to be very effective in the progress of the Company. The company will always be thankful to him to guide it like a lamp in the dark.

Smt. Dr. Vasantha Bharucha

Smt. Dr. Vasantha Bharucha joined our Company as on 28th September, 2010 as a Non-Executive Director. Due to her pre occupation she opted for retirement from the Board of Directors and conveys her resignation on 22nd May, 2013. Dr. Bharucha served as a Chairman of the Investors'' Grievances Committee and Member of Audit Committee and Remuneration Committee. The Company has been able to nail down many opportunities that have come its way with the help of her suggestions and guidance. The Management would like to extend its gratitude to her regarding her valuable suggestions to the Company.

Shri Aswini Kumar Sahoo

Shri Aswini Kumar Sahoo joined our Company as on 22nd May, 2013 as a Non-Executive Director.

STATUTORY AUDITORS

M/s. Vijay N. Tewar & Company, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming annual general meeting and are eligible for re-appointment. A certificate has been obtained from them to effect that, the appointment, if made, will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders does not contain any qualification.

COST AUDITOR

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, our Board has reappointed M/s. S. S. Puranik & Associates, as the Cost Auditor of our Company for the financial year 2012-13 to conduct the audit of the cost records of the Company.

DEBENTURES

In financial year 2011-12, the Company has issued Non- Convertible Debentures amounting to Rs.32 Crores in aggregating of Rs. 100 Crores (Debentures of Rs. 68 Crores were issued in financial year ended on 31st March, 2011) Rs. 1 Lacs Each at the rate of 12%, 12.25%, 12.35%, 12.50% and 12.75% to the respective Debenture Holders. M/s. Unit Trust of India Investment Advisory Services Limited was appointed as Debenture Trustee of the Company.

Any member interested in obtaining any information regarding Debentures or Debenture holders may write to the Company Secretary at the Corporate Office of the Company.

FIXED DEPOSITS

The company has not accepted any deposits from public during the year under review to which provisions of Section 58A of the Companies (Acceptance of Deposits) Rules, 1975 as amended is applicable.

GOVERNANCE POLICY

a) The Code of Conduct

At Diamond Group of Companies Code of Conduct is a periodically reviewed document that takes into account business practices in different parts of the globe. It is meant to be a guiding principle and is shared with all stakeholders – including employees, partners, vendors, suppliers, contractors, etc. – as it governs all aspects of fair practice.

We emphasise on major code of conducts like

T Ethics, Transparency and Accountability

T Maximising the sustainability of goodsand services throughout their life cycle T Enriching the quality of life of employees and maximising

their potential T Inclusive growth through stakeholder engagement T Businesses should respect andpromote human rights T Protecting the Environment T Inclusive growthand equitable development T Value to customers

b) Management of Business Ethics

The business ethos of the Diamond Code of Conduct is deployed through aspecially formulated structure called the Management of Business Ethics (MBE). It is based on the four pillars of

T Leadership

T Communication and Awareness

T Compliance Structure

T Evaluation of Effectiveness

c) Committees

Several focused Committees have been constituted by the Board who meet periodically to review their respective terms of reference. These include:

T Audit Committee

T Investors'' Grievances Committee

T Share Transfer Committee

T Debenture Issue Committee

T Remuneration Committee

d) Policies

A number of policies have been put into place to ensure that governance standards are met. They are based on zero tolerance towards corruption and unethical behaviour. These include:

T Whistler Blower Policy

T Vendors and Suppliers Whistler Blower Policy

T Sexual Harassment Prevention and Redressal Policy.

T Policy against unethical behaviour.

INSURANCE

All the insurable interests of our Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

PERSONNEL

The Board of Directors wishes to express their appreciations to all the employees for their outstanding contribution to the operations of the Company during the year. Any member interested in obtaining a copy of the Statement of Particulars of employees referred to in Section 217(2A) of the Companies Act 1956, may write to the Company Secretary at the Corporate Office of the Company.

LITIGATION

We have a core and competent team of legal department who instantaneously looks after all the material litigations. However, during the year 2012-13 under review there were no material litigations against our company.

QUALITY CONTROL

It is the quality of our work which will please our Customers and not the quantity. The Company is committed to establish, sustain and strengthen the quality management system in each sphere of its operation, aiming at total customers'' satisfaction.

To achieve this, it will be an endeavor of the Company to strive towards producing impeccable products, ensuring timely delivery and providing quality services to our valued customers.

In terms of quality, the Company is certified by ISO 9001-2008.

ENVIRONMENT & SAFETY

The Company has given high priorities to Environment and Safety. A number of initiatives have been taken to embed a culture of safety and safe working practices in the organisation. A detailed corporate safety action plan has been prepared, including the activities that will be guided and supervised by the Management.

The Company is dedicated to pro-actively comply with the Statutory, legal and other requirements related to environment, safety and occupational health as pertinent to various processes, to ensure lowest pollution levels and safe working environment throughout the organization.

We are striving to prevent accidents and injuries, lower the incidences of occupational and ill health issues across the Company by identification and documentation of all environmental aspects as well as hazard risks.

The Company is certified by ISO 14001:2004 - for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety Management Systems.

RISK MANAGEMENT

As part of the Risk Management Process, during the year, the Company reviewed the various risks and finalized mitigation plans. These were reviewed periodically by the Management and closely monitored and reviewed the risk plans periodically. Employees play a very vital role by contributing to the risk identification process.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a detailed report on Corporate

Governance is set out with this report to this report. The Statutory Auditors of the Company have examined the Company''s Compliance in this regard and have certified the same. As required under the SEBI Guidelines, such certificate is reproduced as to this Report. A separate Management Discussion and Analysis Report on the company''s performance is given with this report.

The declaration given by the Managing Director and Joint Managing Director with regard to compliance of Company''s code of conduct by the Board members and senior management is furnished with this report.

CORPORATE SOCIAL RESPONSIBILITY VOLUNTARYGUIDELINES

MCA had released a set of guidelines on Corporate Social Responsibility (CSR) in December 2009. The Company is substantially complying with the guidelines lay down. The activities carried out by the Company as a part of its CSR initiatives are briefly described in this Annual Report. The detailed CSR activity of the Company is also available on the Company''s website www.dicabs.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

Under Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of Annual Accounts, the Company has followed the applicable Accounting Standards issued by the Institute of Chartered Accounts of India along with proper explanation relating to material departures;

b) Such accounting policies have been selected and consistently applied and judgments and estimates made thus are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2013 and of the Profit /Loss for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual Accounts have been prepared on a going concern basis.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given this Annual Report.

ACKNOWLEDGEMENT

Our Directors would like to express their grateful appreciation for the assistance and co-operation, received from the Banks, Financial Institutions, various government authorities, customers, vendors and shareholders during the year. Our Directors also wish to place on records the deep sense of gratitude for the committed services of the executives, staff members and workers.

In rapidly changing business and technological environment, your Company regularly reviews its strategic direction; Operational efficiency and effectiveness; reliable reporting and compliances and such measures so as to meet various stakeholders'' expectations and long term sustainability.

Your Company continues to maintain its industry leadership, by pursuing excellence in everything it does including standards of business conduct.

By Order of the Board,

Nishant Javlekar

Company Secretary

Date: 24th July, 2013

Place : Vadadala

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Mar 31, 2012

The are pleased to present the Twentieth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Income 1,74,358.26 1,28,904.72

Expenditure 1,54,738.95 1,10,586.20

Gross Profit / (Loss) before Interest, Depreciation Tax & Amortization 19,619.31 16,318.52

Interest 4,850.90 2,487.77

Depreciation & Amortization 2,429.26 1,877.79

Net Profit / (Loss) after Depreciation & Interest 12,339.15 11,952.96

Share Capital 3,720.64 3,720.64

Reserves & Surplus 57,015.96 47,906.80

EPS 29.13 26.24

IMPORTANT PERFORMANCE PARAMETERS

Particulars 2011-12 2010-11

Gross Profit Margin (%) 9.47 12.06

Asset Turnover (times) 1.11 1.32

Interest Coverage (times) 3.96 6.41

Earning per Shares (Rs.) 29.13 26.24

DIVIDEND

In view of substantial growth and good financial performance during the year, the Board has recommended dividend of Rs. 4 per share (i.e. 40%), out of the profit of the financial year ended on 31st March, 2012 on 3,72,06,371 equity shares of Rs. 10.00 each fully paid up aggregating to Rs. 37,20,63,710.

CURRENT ACTIVITIES

At present our Company is generating revenues from Cables, Conductors, Transformers, Transmission and EPC Contracts. Company provides to its customers, numerous ranges of products in terms of best quality and ensures them optimum satisfaction level. We are glad to give you a brief look on the wide array of product range offered by our Company:

CABLES

Our power cables transmit a reassuring quality that can be counted on at all times. Our range includes the highly reliable LV/HV cables from 1.1KV to 132KV and the EHV cables from 220KV to 550KV. In order to deliver world- class power transmission products, we leverage our CCV method of manufacturing, coupled with German technology. What's more, we also offer a 10-year warranty on our products against manufacturing defects - a first of its kind assurance that helps build the client's confidence and trust in our products.

Power and Control Cables include

LV(1.1KV) grade aluminum/copper, armoured/ unarmoured, PVC/FRLS/XLPE cables up to 1000 sq mm in single core and 630 sq mm in multi core that confirm to IS1554-I, IS 7098-I and other international standards

Copper control cables up to 61 core with PVC/XLPE/ FRLS that conform to international standards and specifications

HV cables up to 132KV as per international specifications and standards

EHV cables from 220KV to 550KV

Aerial Bunch Cables (ABC), both in LV & HV grade that conform to various standards

Specialty cables which include control & instrumentation cables '.9.' PVC / XLPE insulated ACSR & AAA conductors for special purposes

Flexible cables with single core and multi core that conform to international standards and BS specifications.

Production Capacities

Our key equipment suppliers include global leaders such as Scholz, Nokia-Maillefer and Supermac among others. Amongst the top five power cable manufacturers in India, Diamond Power has also established India's first 'vertical lead extrusion facility' as well as the 'aluminum extrusion facility' for cables, ranging from 66KV and more. Our cable capacities include:

LV cables (1.1KV): 34300 KMPA HV cables (up to 132KV): 5600 KMPA EHV cables (220KV & above): 2500 KMPA Approvals, Certifications and Testing ISO 9001-2008 Certified Products type-tested at ERDA and CPRI BIS certification for all LV / HV cables, conductors Products approved and accepted by leading electrical consultants, EPC contractors and corporate houses

Products approved by most of the power utilities viz. Powergrid, NTPC, NHPC and State Electricity Boards

CONDUCTORS

Proficient Range of Conductors

Our range of conductors has been designed for superior efficiency and performance. Conductor manufacturing has been Diamond Power's core competency since its inception; it has today evolved into the country's second largest player with a market share of over 25% and an installed capacity of over 50,500 MT The product range comprises of 7 strand to 91 strand from 11KV HVDC lines. Diamond Power has supplied more than 1 million KM of conductors.

Our Transmission and Distribution Conductors include

Aluminum Alloy Conductor Steel Reinforced (AACSR)

All Aluminum Conductors (AAC)

All Aluminum Alloy Conductors (AAAC)

Aluminum Conductor Steel Reinforced (ACSR) Aluminum Conductor Alloy Reinforced (ACAR)

High Conductivity Alloy Conductors AL-59 etc Production Capacities

Installed capacity of over 50,500 MT Annual capacity of over 80,000 KMPA Approvals, Certifications and Testing ISO 9001-2008 certified

Products are type-tested at ERDA, NETFA, TAG and CPRI

India's first plant with in-house alloy manufacturing capabilities with type- testing facilities for rods

Products approved with Powergrid, NTPC, NHPC and SEB's

First in India to develop and manufacture alloy conductors and proto-test HSHC (High Strength and High Conductivity) conductors First BIS mark holder for alloy conductors in India having ISI licenses for all types of conductors Product Awards

Winner of the International Gold Star Award &

Quality Award from BID Spain

TRANSFORMERS

Power and Distribution Transformers

Diamond Power's transformer division has been formed with the takeover of Western Transformers. This acquisition brings in over 4 decades of manufacturing and technical excellence. To further fuel growth in the division, fresh investments in technology, capabilities and capacities have been made. Our transformer range comprises of state-of-the-art power, distribution and dry-type transformers. It includes 11KV to 220KV, all the way up to 315MVA. Each of our transformers undergoes stringent type-testing, ensuring higher efficiency as well as reliability. We have successfully manufactured and type-tested transformers with ratings starting from 10 KV to 315 MVA, up to 220 KV class.

Power & Distribution Transformers include:

Power transformers up to 220KV, 315 MVA Distribution transformers up to 33KV, 2500 KVA Single phase track side transformers up to 145KV, 10 MVA

Single phase track side transformers up to 145KV, 31 MVA

Cast resin transformers up to 36KV, 3150KVA Current transformers up to 245KV Voltage transformers up to 72.5KV Vacuum circuit breakers up to 36KV, 2500 A, 40KA

Production facilities and Approvals:

Three fully-integrated facilities in Gujarat with in-house facilities for products such as core laminations, wire drawing, strip mill, winding as well as an in-house transformer oil refinery Over 50,000 installed transformers worldwide and an annual production capacity of 5000 transformers

Approvals, Certifications and Testing:

Our type-testing facilities of up to 1000 KV have been installed with a view to cover anticipated increased needs in the future

Over 500 type-tests of several sizes done in laboratories all over the world

Our R&D facilities have been certified by DSIR, Govt. of India and ISO 9001-2008

TRANSMISSION TOWERS A Tough Range of Transmission Towers

Our transmission towers have been designed to withstand the roughest of weathers. Sturdily built and technically superior in quality, these towers can perform in the most demanding of conditions. Not surprisingly, Diamond Power's transmission towers are empowering every corner of the country by delivering power efficiently and reliably.

Diamond Power, India's most diversified power T&D Company has commenced production at its transmission tower facility.

Product Facilities

Our state-of-the-art facility is located at Village:Vadadala, Taluka:Savli, Dist.: Vadodara. It has been designed to manufacture a wide range of transmission towers with a capacity of 48,000 MTPA.

TURNKEY PROJECTS

Our turnkey services in the power T&D sector are the key to our growth. We not only conceptualize the project, but also take charge of various stages of the project including planning, design and development, procurement, right up to the erection and commissioning. This has made us the country's largest integrated power solutions provider. With our vast product range, we have an in-house control over 80% of the average EPC project cost.

Overhead Transmission Lines

One of our core focus areas is high voltage and extra high voltage transmission line projects. Our technical capabilities, financial viability and superior execution skills ensure a cutting-edge project development and implementation.

Rural & Urban Distribution Projects

Our solutions also encompass rural and urban electrification and distribution projects; wherein we offer end-to-end services - right from project design to commissioning.

Substation Projects

Diamond Power also undertakes MV, HV and EHV substation projects. Here again, our technical, financial and managerial prowess allows us to configure a project that fulfills client demands.

DEVELOPMENTS & EXPANSION PLANS

"A dream becomes a goal when action is taken towards its achievement." Your dream to see the company reaching new heights is our goal and validating the same we are very proud to inform you that the company is growing very potentially in the field of power infrastructure. Globally, the company is working on the new and related activities, which aims to achieve the Company's goal of making Diamond Group as the real Power Infrastructure Company which adds value to its stake holders. Our company has already commenced its commercial operation of HT Project in addition to this, the Company having commissioned India's First Extra High Voltage Cables Plant to manufacture 500 KV Cables. The Company is also working to expand its business in foreign nations with collaboration of other foreign organizations. As a measure of the same we are delighted to inform you that Company has started its 100% owned offshore Holding Company, Diamond Power Global Holdings Limited in Jebel Ali Free Zone (JAFZA), Dubai, U.A.E. Diamond Power Global Holdings Limited which was incorporated with the vision for the promotion of exports, not only in Dubai but also in Middle East and North Africa (MENA) markets. This will open the doors of international market for the Company.

Our Company expands its horizons by setting new heights, by adding to its current manufacturing setup new projects for producing conductors and medium voltage cables at Vadadala, Vadodara to cater to the growing demand from its existing markets.

The Board of Directors at their board meeting held on 13th February, 2012 approved the company's ambitious Expansion Project aggregating to Rs 753 Crores to be completed over a period of 30 months in three phases beginning from January, 2012. The company has already invested in the 6.3 MW Windmill project.

In case of Conductors, the Company aims to take advantage of the current market scenario and become a key supplier of conductors. It also plans to expand its conductors manufacturing capacity to 1,50,500 MT p.a. from the current capacity of 50,500 MT p.a. Along with the proposed expansion, the Company also proposes to increase its rod manufacturing facility to 1,22,000 MT p.a. from the present 32,000 MT p.a.

In case of Medium Voltage Cables, the Company proposes to put up additional 3 lines, each with an installed capacity of 2,500 kms totaling to 7,500 kms which will augment the current capacity of 5,600 kms to 13,100 kms.

The Company has added a new feather to its cap by setting up the first testing laboratory in India to test Extra High Voltage Cable up to 500 KV. This laboratory is a state of art and equipped with latest technology which will enable the Company to test EHV Cables up to 500 KV within the Company.

Taking steps forward to compete with our Competitors in today's tech savvy world the Company is planning to shift from manual to automatic process which will ensure highest level of productivity and minimum level of handling and processing errors. This system will be time as well as cost effective. Further with respect to futuristic vision, the Company is planning for backward and forward integration for raw materials and packaging which will minimize the Company's cost.

FINANCIAL STATEMENTS

The Ministry of Corporate Affairs (MCA) vide notification no. S.O. 447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956.

The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The financial statements of our Company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to conform to this year's classification.

Our Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

SUBSIDIARY COMPANIES

M/s. Diamond Power Transformers Limited and M/s. Diamond Power Global Holdings Limited are wholly owned subsidiaries of our company.

Diamond Power Transformers Limited

Diamond Power Transformers Limited has performed well and has achieved 100% growth in turnover. The Company is one of the core suppliers of transformers to the clients like BHEL, Noida Power, and Electricity Boards etc. The Company expects to achieve higher growth with addition of varied size and rating of transformers.We are pleased to inform to our shareholders about the acquisition of strategic stake by Diamond Power Transformers Limited in Maktel Control and Systems Private Limited and Maktel Power Limited (formerly known as Danke Control Private Limited) as a measure of expanding its current operations in July 2012.

The Accounts of M/s. Diamond Power Transformers Limited, Wholly Owned Subsidiary Company, together with the reports of the Directors and the auditors, as required under Section 212 of the Companies Act, 1956, are attached with this annual report.

Diamond Power Global Holdings Limited

Diamond Power Global Holdings Limited was incorporated on 3rd November, 2011 as a 100% subsidiary of Diamond Power Infrastructure Limited in Jebel Ali Free Zone (JAFZA), Dubai, U.A.E. to promote exports of the Company in the Middle East. The company being a toddler is taking steps towards attaining its object successfully and in years to come is expected to achieve the desired results.

As the Company was incorporated on 3rd November, 2011 annual accounts for the same will be provided to the Shareholders from next year onwards.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company Shri S N Bhatnagar, Shri Amit Bhatnagar and Shri Sumit Bhatnagar retire by rotation at the Annual General Meeting. However, they are eligible for re-appointment. Shri Bhavin Shah who was appointed as a Non-Executive Director by the Board will retire at this Annual General Meeting and the Company has also received his candidature for re-appointment as a Non-Executive Director of the Company.

Further during the year under review following Directors were retired and appointed:

SHRI N N BHATNAGAR

Shri N N Bhatnagar joined our Company on 31st October, 2008 as an Independent Director. Due to his pre occupation he opted for retirement from the Company in the last Annual General Meeting held on 20th September, 2011. Shri Bhatnagar served as a Member in the Audit Committee and Investors' Grievances Committee. His suggestions and guidance have indeed proved to be very effective in the progress of the Company. The company will always be thankful to him to guide it like a lamp in the dark.

SHRI VAMESH CHOVATIA

Shri Vamesh Chovatia joined our Company as on 10th January, 2011as a Non-Executive Director and a representative of Kotak India Growth Fund II, Non- Financial Institution. Due to his prior commitments he resigned from the Company on 30th May, 2011. The Company appreciates the directions and support given by him.

SHRI BHAVIN SHAH

Shri Bhavin Shah joined our Company as on 9th November, 2011 as a Non-Executive Director and replaced Shri Vamesh Chovatia as the representative Director of Kotak India Growth Fund II, Non-Financial Institution.

SHRI ASWINI SAHOO

Shri Aswini Sahoo joined our Company as on 30th June, 2009 as a Nominee Director for Clear Water Capital (CCP) and resigned on 27th March, 2012. He has been associated with our Company for the past four years. In these years, the Company has been able to nail down many opportunities that have come its way with the help of his suggestions and guidance. The Management would like to extend its gratitude to him regarding his valuable suggestions to the Company.

SHRI KARTHIK ATHREYA

Shri Karthik Athreya joined our Company as on 3rd April, 2012 as a Nominee Director of Clear Water Capital Partners (Cyprus) in place of Shri Aswini Sahoo.

STATUTORY AUDITORS

M/s. Vijay N. Tewar & Company, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. A certificate has been obtained from them to effect that, the appointment, if made, will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors' Report to the shareholders does not contain any qualification.

DUE DILIGENCE REPORT

M/s. Swati Bhatt & Co., Practicing Company Secretary conducted Due Diligence Audit and has submitted the Report confirming compliance with the applicable provisions of Companies Act, 1956 and other rules and regulations issued by SEBI / other regulatory authorities for Corporate law.

COST AUDITOR

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, our Board has reappointed M/s.S. S. Puranik & Associates, as the Cost Auditor of our Company for the financial year 2011-12 to conduct the audit of the cost records of the Company.

DEBENTURES

During the year under review, the Company has issued Non-Convertible Debentures amounting to Rs.32 Crores in addition to Rs. 68 Crores issued in financial year ended on 31st March, 2011 comprising of Rs. 1 Lacs Each at the rate of 12%, 12.25%, 12.35%, 12.50% and 12.75% to the respective Debenture Holders. M/s. Unit Trust of India Investment Advisory Services Limited was appointed as Debenture Trustee of the Company.

Any member interested in obtaining any information regarding Debentures or Debenture holders may write to the Company Secretary at the Corporate Office of the Company.

FIXED DEPOSITS

The company has not accepted any deposits from public during the year under review to which provisions of Section 58A of the Companies (Acceptance of Deposits) Rules, 1975 as amended is applicable.

INSURANCE

All the insurable interests of our Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

PESONNEL

The Board of Directors wishes to express their appreciations to all the employees for their outstanding contribution to the operations of the Company during the year. Any member interested in obtaining a copy of the Statement of Particulars of employees referred to in Section 217(2A) of the Companies Act, 1956,may write to the Company Secretary at the Corporate Office of the Company.

LITIGATION

We have a core and competent team of legal department who instantaneously looks after all the material litigations. However,during the year 2011-12 under review there were no material litigations against our company.

Further our directors would like to clarify that, the searches and surveys were carried out by Income Tax Department at the premises on some Group Companies only and promoters' residences for the first time in the last 43 years on15th and 16th March, 2012. We being strong believers of Corporate Governance Policy appreciate the concern showed by the Income Tax Department and are thankful to all the stake holders including IT Department to have faith in us. No major tax liability in our opinion is expected on Diamond Power Infrastructure Limited.

QUALITY CONTROL

It is the quality of our work which will please our Customers and not the quantity. The Company is committed to establish, sustain and strengthen the quality management system in each sphere of its operation, aiming at total customers' satisfaction.

To achieve this, it will be an endeavor of the Company to strive towards producing impeccable products, ensuring timely delivery and providing quality services to our valued customers.

In terms of quality, the Company is certified by ISO 9001- 2008.

ENVIRONMENT& SAFETY

The Company has given high priorities to Environment and Safety. A number of initiatives have been taken to embed a culture of safety and safe working practices in the organisation. A detailed corporate safety action plan has been prepared, including the activities that will be guided and supervised by the Management.

The Company is dedicated to pro-actively comply with the Statutory, legal and other requirements related to environment, safety and occupational health as pertinent to various processes, to ensure lowest pollution levels and safe working environment throughout the organization.

We are striving to prevent accidents and injuries, lower the incidences of occupational and ill health issues across the Company by identification and documentation of all environmental aspects as well as hazard risks.

The Company is certified by ISO 14001:2004 - for Environmental Management System and OHSAS 18001:2007 for Occupational Health and Safety Management Systems.

RISK MANAGEMENT

As part of the Risk Management Process, during the year, the Company reviewed the various risks and finalized mitigation plans. These were reviewed periodically by the Management and closely monitored and reviewed the risk plans periodically. Employees play a very vital role by contributing to the risk identification process.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd and National Stock Exchange of India Limited, a detailed report on Corporate Governance is set out as Annexure -A to this report. The Statutory Auditors of the Company have examined the Company's Compliance in this regard and have certified the same. As required under the SEBI Guidelines, such certificate is reproduced as Annexure-B to this Report. A separate Management Discussion and Analysis Report on the company's performance is given as Annexure-C to this report.

The declaration given by the Managing Director and Joint Managing Director with regard to compliance of Company's Code of Conduct by the Board members and senior management is available on our website www.dicabs.com.

CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES

MCA had released a set of guidelines on Corporate Social Responsibility (CSR) in December 2009. The Company is substantially complying with the guidelines laid down. The activities carried out by the Company as a part of its CSR initiatives are briefly described in this Annual Report. The detailed CSR activity of the Company is also available on the Company's website www.dicabs. com.

DIRECTORS' RESPONSIBILITY STATEMENT

Under Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of Annual Accounts, the Company has followed the applicable Accounting Standards issued by the Institute of Chartered Accounts of India along with proper explanation relating to material departures;

b) Such accounting policies have been selected and consistently applied and judgments and estimates made thus are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2012 and of the Profit /Loss for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual Accounts have been prepared on a going concern basis.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given this report.

ACKNOWLEDGEMENT

Our Directors would like to express their grateful appreciation for the assistance and co-operation, received from the Banks, Financial Institutions, various government authorities, customers, vendors and shareholders during the year. Our Directors also wish to place on records the deep sense of gratitude for the committed services of the executives, staff members and workers.



For and On Behalf of

the Board of Directors

Date: 13th August, 2012 (S. N. Bhatnagar)

Place: Vadodara Chairman

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Mar 31, 2011

To the Members,

The Directors are pleased to present the Ninteenth Annual Report together with the audited accounts of the Company for the year ended March 31, 2011.

Financial Results

(Rs. in lakh)

2009-10 2010-11

Income 76,789.34 1,30,818.46

Expenditure 66,808.66 1,14,877.44

Gross Profit / (Loss) before Interest, Depreciation & Tax 9,980.69 15,941.33

Interest 2,362.26 2,487.77

Depreciation 649.29 1,500.59

Profit / (Loss) after Depreciation & Interest before Tax 6,969.14 11,952.97

Share Capital 3,006.27 3,720.63

Reserves & Surplus 26,615.60 47,906.80

EPS 18.02 26.24

Important performance parameters

(Rs. in lakh)

2009-10 2010-11

Gross Profit Margin (%) 13.97 12.06

Asset Turnover (times) 1.26 1.32

Interest Coverage (times) 4.23 6.41

Earning per Shares (diluted) (Rs.) 18.02 26.24

Dividend

In view of substantial growth and good financial performance during the year, the Board has recommended dividend of Rs. 3 per share (i.e. 30%), out of the profit of the financial year ended on 31st March, 2011 on 3,72,06,371 equity shares of Rs. 10.00 each fully paid up aggregating to Rs. 37,20,63,710.

MARKET & FUTURE OUTLOOK The Indian Power Industry

The critical role played by the power industry in the economic progress of a country has to be emphasized. A self sufficient power industry is vital for a nation to achieve economic stability. Electricity is one of the most vital infrastructure inputs for economic development of a country. There is a strong demand for electricity in India and it is steadily growing with the country's economic growth and rising consumerism. The Indian electricity market today offers one of the highest growth potential for private players. Government reforms, e.g. distribution network Reforms Program, would be the key factor driving the power sector. Reforms such as The Electricity Act and National Electricity Policy will give impetus to the Indian power sector.

According to research report of Indian Power Sector Analysis, there is a huge demand for power in some Indian states due to rapid urbanization and industrialization. Besides, opportunities for private players are increasing with high energy shortage and government support in the form of incentives to set up power plants. Number of merchant power plants will increase in the years to come with state governments inviting private players to invest in the power sector e.g. Gujarat, Maharashtra, Andhra Pradesh, etc.

The Indian power sector is experiencing a large demand-supply gap. At present, the energy shortage in India is ~10% but there are States where the energy shortage is as high as 25%. To combat this, over 80,000 MW of new generation capacity is planned in the next five years. A corresponding investment is required in Transmission and Distribution networks.

The Indian Ministry of Power has set a goal, "Mission 2012: Power for all" and released a comprehensive sector development blueprint. The main objectives, in addition to providing 100% access to power, are to provide sufficient power to achieve targeted GDP growth rate of 8%, provide reliable and good quality power and to enhance commercial viability.

A huge capital investment of about US$ 200 billion is required to meet Mission 2012 targets. This has welcomed numerous oportunities to the Indian Organisations to convert them in corporate giants. Additional massive capital investment is further required over the subsequent years with the country's power requirement expected to touch 800,000 MW by 2031-32.

Infrastructure Additions - Transmission:

The transmission of electricity is defined as bulk transfer of power over a long distance at high voltage. In India, bulk transmission infrastructure has increased from 3708 ckm in 1950 to more than 300,000 ckm up till now. The country has been divided into five regions for transmission of electricity. The planning of transmission system in the country had traditionally been linked to generation projects as part of an evacuation system. Ability of the power system to safely withstand a contingency without generation rescheduling or load-shedding was the main criteria for planning the transmission system.

Transmission planning has moved away from the earlier generation evacuation system planning to integrate system planning. While the predominant technology for electricity transmission and distribution has been Alternating Current (AC) technology, High Voltage Direct Current (HVDC) technology has also been used for interconnection of all regional grids across the country and for bulk transmission of power over long distances.

The country's transmission perspective program for 10th and 11th plan focuses on the creation of a National Grid in a phased manner by adding over 60,000 ckm of Transmission Network by 2012. Such an integrated grid shall evacuate additional 1, 00,000 MW by the year 2012 and carry 60% of the power generated in the country. The existing inter-regional power transfer capacity is 9,000 MW, which is to be further enhanced to 30,000 MW by 2012 through creation of "Transmission Super Highways".

The investment plan for achieving the target results spread in phased manner consisting three phases wherein 1st phase deals with interconnection between regional and thereby to achieve inter regional transfer, 2nd phase deals with inter regional connectivity through hybrid system consisting high capacity AC (765kV and HVDC) lines and third phase deals with strengthening of National grid through 765kV AC line.

Distribution Sector:

The T & D losses can be reduced substantially with further investment on T & D networks, which are presently in the range of 18% to 62% in various states and the aggregate technical and commercial (AT&C) losses are in the range of 50%. Reduction of these losses by undertaking distribution system improvement works requires heavy capital investments.

High technical losses in the system are primarily due to inadequate investments over the years for system improvement works, which has resulted in unplanned extensions of the distribution lines, overloading of the system elements like transformers and conductors, and lack of adequate reactive power support. By undertaking suitable system improvement schemes based on computer studies, it should be possible to bring down the technical losses in the distribution system to the level of 9%.

The commercial losses are mainly due to low metering efficiency, theft and pilferages. Improving metering efficiency, proper energy accounting & auditing and improved billing & collection efficiency may eliminate this. Fixing of accountability of the personnel / feeder managers may help considerably in reduction of AT&C Loss.

The Distribution Reform was identified as the key area to bring about the efficiency and improve financial health of the power sector. Ministry of Power took various initiatives in the recent past for bringing improvement in the distribution sector.

For giving boost to the reform program, the Ministry of Power formulated a six level intervention strategy for distribution reforms at National, State, SEB, Distribution Circle, Feeder and consumers levels to ensure accountability, deliverability and performance at all level.

Accelerated Power Development Reform Program (APDRP)

Keeping in mind the main objective to minimize distribution loss, the Government introduced the program for solving the problem of power sector with the vision of supplying reliable, affordable and quality power for all users by 2012. More emphasis is on up-gradation of sub-transmission and distribution through 100% metering, reducing T&D losses, energy audits, power factor correction measures etc. A qualitative improvement in power supply at the consumer end was expected so as to raise the level of satisfaction besides improving revenue realization for the utilities.

Cable Industry in India

Cables manufactured in India includes PVC/FRLS cables, XLPE cables, submarine cables, aerial bunched conductor cable, telecommunication cable such as jelly filled cables, optical fiber cables, Housing wiring etc. The cable industry may be mainly divided into four segments viz; house wiring (up to 4-40V), LT (1.1 to 3.3kV), HT (11 to 66kV), EHV (132kV and above).

There is a definite upward technological movement along with the growth rate in cables and wire industry in India.

Abnormal fluctuation in the major raw material costs namely aluminum, copper, XLPE, PVC compounds accounting to around 60% of the production cost, is highest cause of concern. In addition to that competition from abroad based manufacturers is posing real threat to the Indian cable manufacturers.

However, increase in government spending on the infrastructure and restructuring of SEBs, driving demand for various products and one of them is cables. Cables are needed for almost every new construction. Demand from power sector for laying new lines and upgrading the existing power distribution network across the country is clearly driving up the demand for cables.

Conductor Industry in India

Aluminum Conductors are used in transmission and distribution systems to carry the general electrical energy from generating station to the end users. The network is known as transmission and distribution systems. The Transmission system delivers bulk power from power station to the load centers and large industrial consumers beyond the economical service range of the regular primary distribution lines, where as distribution system delivers power from power sector or sub stations to various consumers. This transmission and distribution can employ either overhead systems or underground systems. Aluminum conductors are used for overhead systems.

TYPES OF ALUMINUM CONDUCTORS

- All Aluminum Conductors (AAC)

- All Aluminum Alloy Conductors (AAAC)

- Aluminum Conductors Steel reinforced (ASCR)

- Ariel Bunch Conductors (ABC)

In terms of length, transmission conductors account for around 19% and the balance 81% is accounted for by distribution conductors. By weight, transmission and distribution conductors each have a share of 50%. For transmission, ACSR accounts for 92% and the balance 8% AAAC. For distribution, AAAC conductors account for 55%, ASCR 32% ABC 7% and AAC 6% (Source: AC Nielson Report).

Typically around 4-0% of the transmission projects cost accounts for conductors, 20% for Towers and balance 4-0% for others. Therefore, out of the planned investment of Rs. 125,000 crores during the 11th five year plan, potential demand for conductors is estimated at whopping Rs. 50,000 crores in the next five years. According to the survey done by AC Nielson during 2005-06, the total demand for aluminum conductor is expected to reach 1.2 mn mt in 2010 from 730,000 mtpa, at a CAGR of 18%.

Subsidiary's Performance

M/s. Diamond Power Transformers Ltd. is only wholly owned subsidiary of your company, which has performed well and achieved 100% growth in turnover. The Company is one of the core suppliers of transformers to the clients like BHEL, Noida Power, Electricity Boards etc. The Company expects to achieve higher growth with addition of varied size and rating of transformers.

Current Activities

The company has established its position firmly in the top few companies in the field of electric industry with multi-products under one roof. It gives me a sense of pride in informing you that your company has commenced first of its kind of Extra High Voltage cable Plant to Manufacture 550 KV Cables.

In respect of Apex Electricals Limited, a company where your company is working as Strategic Investor, I would like to inform that there were certain further information, explanations required by the Board for Industrial and Financial Reconstructions (BIFR) which were provided by the company and the Operating Agency namely IDBI has submitted its final report to the BIFR and the scheme is now in progress for circulation for approval of the scheme.

Expansion plans

The Company is working on further expansion of its existing conductor division to expand its capacity from 50500 MT to 250000 MT and Medium Voltage facility both amounting to an aggregate of Rs. 1390 crore. These facilities will be coming at the existing location and will be completed by the year 2014-.

Subsidiary

The Accounts of Diamond Power Infrastructure Ltd.'s subsidiary namely M/s. Diamond Power Transformers Ltd, together with the reports of the directors and the auditors, as required under section 212 of the Companies Act, 1956 are attached.

MANAGEMENT DISCUSSION AND REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

As per the requirement of Clause 4-9 of the Listing Agreements entered into with the Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd., a detailed report on Corporate Governance is set out as Annexure A to this report. The Statutory Auditors of the Company have examined the Company's Compliance in this regard and have certified the same. As required under the SEBI Guidelines, such certificate is reproduced as Annexure-B to this Report. A separate Management Discussion and analysis report on the company's performance forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Under Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of Annual Accounts, the Company has followed the applicable Accounting Standards issued by the Institute of Chartered Accounts of India along with proper explanation relating to material departures;

b) Such accounting policies have been selected and consistently applied and judgments and estimates made thus are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2011 and of the Profit for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual Accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company Shri N N Bhatnagar retires by rotation at the ensuing annual general meeting.

Shri Ranvir Singh Shekhawat was appointed as an Additional Directors of the Company with effect from October 23, 2010 in terms of Section 260 of the Companies Act, 1956, read with Article 128 of the Article of Association of the Company holds his office up to this Annual General Meeting and the Company has received a notice from a member under the provisions of Section 257 of the Companies Act, 1956, proposing his candidature for his appointment as Director of the Company. All the necessary resolutions for appointment, re-appointment of the directors have been included in the notice calling the forthcoming Annual General Meeting.

AUDITORS

M/s. Vijay N. Tewar& Company, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming annual general meeting and are eligible for re-appointment. A certificate has been obtained from them to effect that, the appointment, if made, will be in accordance with the limits specified in sub-section (1B) of section 224- of the Companies Act, 1956.

FIXED DEPOSITS

The company has not accepted any deposits from public during the year under review to which provisions of section 58A of the Companies (Acceptance of Deposits) Rules, 1975 as amended is applicable.

CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, is given in Annexure C .

PERSONNEL

Any member interested in obtaining a copy of the Statement of Particulars of employees referred to in section 217(2A) of the Companies Act, may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operations received from the Banks, Financial Institutions, various government authorities, customers, vendors and shareholders during the year. Your Directors also wish to place on records the deep sense of appreciation for the committed services of the executives, staff and workers.

For and On Behalf

of the Board of Directors

Date: 4th August, 2011 (S. N. Bhatnagar)

Place: Vadodara Chairman