Directors Report of Dynamic Cables Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present the 18th Annual Report on the business, operations and state of
affairs of the Company together with the Audited Financial Statements for the financial year ended March 31,2025.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended on March 31, 2025 along with previous year''s figures is given
hereunder:

( ? in Lakhs)

Particulars	For the Year ended 31^st March, 2025	For the Year ended 31^st March, 2024
Revenue from Operation	1,02,537.34	76,800.36
Other income	651.48	348.86
Total Income	1,03,188.82	77,149.22
Profit before Finance costs and Depreciation	11,187.98	8,076.86
Finance Cost	1,526.62	2,074.09
Depreciation	1,092.92	926.19
Profit before Tax	8,568.44	5,076.58
Income Tax Expenses	2,086.39	1,299.44
Profit after Tax	6,482.05	3,777.14
Earning Per Share
Basic (in INR)	27.31	17.16
Diluted (in INR)	27.31	17.16

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS),
notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of
the Companies Act, 2013.

1. OVERVIEW OF COMPANY''S OPERATIONAL AND
PERFORMANCE HIGHLIGHTS

Your Company is engaged in the business of
manufacturing and supply of high-quality cables and
conductors, serving clients across India and in
numerous countries worldwide. There has been no
change in the business of the Company during the
financial year ended on March 31,2025.

During Financial year 2024-25, your company
witnessed the highest ever revenue with a YoY 33.51%
growth. Your Company has recorded an exceptional
growth by achieving 1,02,537.34 lakhs revenue from
operations as compared to Rs. 76,800.36 lakhs in
previous financial year and delivered Net Profit after Tax
(PAT) of Rs. 6,482.05 lakhs as compared to Rs. 3,777.14
in previous financial year.

FY2025 marked a significant milestone for Dynamic
Cables Limited as the Company crossed Rs. 1,000 crore
in annual revenue for the first time. This achievement
underscores the Company''s consistent growth
trajectory and its ability to deliver sustained
performance in a competitive environment.

The Company reported operating profit exceeding Rs.100
crore, reflecting improved operational efficiencies,
disciplined execution, and strategic cost management. This
growth was supported by a strong and diversified order
book, reinforcing customer confidence and the Company''s
established position in the market.

For more details, please refer to the Management Discussion
and Analysis Report (MDAR), forming part of this Report in
"Annexure F", which, inter-alia, deals adequately with the
operations as well as the current and future outlook of the
Company.

2. CHANGE IN CAPITAL STRUCTURE

During the year under report, pursuant to the approval of
the members by way of Ordinary resolution passed in the
Extra-Ordinary General Meeting held on June 12, 2024, your
company has increased the Authorised Share Capital from
Rs. 23,00,00,000/- (Rupees Twenty Three Crores Only )
consisting of 2,30,00,000 (Two Crores and Thirty Lakh)
Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) each
to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only)
consisting of 2,50,00,000 (Two Crores and Fifty Lakh) Equity

Shares of Face Value of Rs. 10/- (Rupee Ten Only) each.
Further, with the approval of the members in the said
Extra-Ordinary General Meeting , your company has
offered, issued and allotted 22,15,319 ( Twenty Two
Lakhs Fifteen Thousand Three Hundred and Nineteen)
fully paid-up Equity Shares of the Company, having face
value of Rs. 10/- (Rupees Ten Only) each at a price of Rs.
436/- (Rupees Four Hundred and Thirty Six only) per
Equity Shares by way of a preferential issue in the
board meeting held on June 21,2024, in compliance
with the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations,
2018 and Companies Act,2013. The shares so allotted
rank pari passu in all respect with the existing equity
shares of the company.

Subsequent to the said allotment of shares, the paid
up share capital of the Company increased from Rs.
22,01,40,000 ( Rupees Twenty Two Crores One Lakh
and Forty Thousand only) consisting of 22,014,000
(Two Crores Twenty Lakh and Fourteen Thousand )
equity shares of Rs. 10/- (Rupees Ten) each to
Rs.242,293,190( Rupees Twenty Four Crores Twenty
Two Lakhs Ninety Three Thousand One Hundred Ninety
only) consisting of 24,22,319 (Two Crores Forty Two
Lakh Two Thousand Thee Hundred Nineteen ) equity
shares of Rs. 10/- (Rupees Ten) each.

Pursuant to the aforementioned changes, the capital
structure of the Company as on March 31, 2025 is as
follows:

Authorised Share Capital was Rs. 25,00,00,000 (Rupees
Twenty-Five Crores only), divided into 2,50,00,000 (Two
Crores Fifty Lakhs) equity shares of Rs. 10 (Rupees Ten
Only) each. The Issued, Subscribed and Paid-up Share
Capital was Rs. 24,22,93,190 (Rupees Twenty-Four
Crores Twenty-Two Lakhs Ninety-Three Thousand One
Hundred Ninety only), divided into 2,42,29,319 (Two
Crores Forty-Two Lakhs Twenty-Nine Thousand Three
Hundred Nineteen) equity shares of Rs. 10 (Rupees Ten
Only) each.

Further, the Board of Directors is proposing to issue
additional shares to the shareholders of the Company
by way of bonus shares, through the capitalization of
free reserves, securities premium, and other reserves, as
permitted under the Companies Act, 2013. The Board
of Directors at its meeting held on May 30, 2025, have
recommended issue of bonus equity shares of Rs. 10/-
(Rupees Ten only) each credited as fully paid-up to
eligible members of the Company in the proportion of
1:1 i.e., 1 (one) new fully paid up equity share of Rs. 10/-
(Rupees Ten only) each for every 1 (one) existing fully
paid-up equity share of Rs. 10/- (Rupees Ten only)

For the aforesaid purpose It is proposed to increase the
Authorised share capital to Rs. 50,00,00,000 (Rupees
Fifty Crores Only) by creation of additional 2,50,00,000
( Two Crores fifty lakh) equity shares of Rs. 10/- (Rupees
Ten only) in order to facilitate increase in paid up capital
for future business growth and also to accommodate
the proposed bonus share at 1:1 basis that could
double the paid-up capital to Rs. 48,45,86,380
(Rupees Forty Eight Crores Forty Five Lakh Eighty Six

Thousand Three Hundred and Eighty only) subject to
approval by the shareholders in the Annual General Meeting.

3. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of shareholders through postal
ballot dated December 08, 2024., the Company has
approved and adopted ''DYNAMIC CABLES LIMITED -
EMPLOYEE STOCK OPTION PLAN 2024'' ( "DCL - ESOP 2024").
The DCL - ESOP 2024 is in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 as
amended from time to time.

The objective of DCL - ESOP 2024 is to reward the eligible
and potential Employees who are in the employment of the
Company for their performance and to motivate them to
contribute to the growth and profitability of the Company.
The Company also intends to use this Scheme to attract and
retain talents in the organization. The Company is of the
view that the Employee Stock Options would enable the
Employees to get a Share in the value they create for the
Company in future.

Further, the maximum number of Options to be granted per
Employee per grant and in aggregate shall not exceed
10,00,000 (Ten Lakh) equity shares . There are no material
change in the scheme(s).

The grants under the Scheme are further subject to
necessary statutory approvals and would be made in
conformity with the applicable laws. No shares were
granted to employees under the Scheme during the FY
2024-25 and hence there are no stock options that are either
outstanding or exercisable as on the date of adoption of the
Report.

Disclosures in compliance with SEBI (Share Based Employee
Benefits) Regulations, 2014, are uploaded on the website of
the Company at https://www.dynamiccables.co.in/esop.html

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate and
joint venture Company within the meaning of Section 2(87)
and 2(6) of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The Board of Directors has not proposed to transfer any
amount to Reserves of the Company during the year under
review.

6. DIVIDEND

During the financial year, the Board of Directors with the
approval of the shareholders had declared the final dividend
for the financial year 2023-24 of Rs. 0.50/- (5%) per equity
share. Also, the Board of directors at its meeting held on
Tuesday, May 13, 2025 has recommended a final dividend of
Rs. 0.50/- (5%) per equity share for the Financial year 2024Â¬
25 and the same is subject to the approval of members at the
ensuing 18th Annual General Meeting (AGM).

The proposed dividend, subject to approval of Shareholders
in the ensuing 18th AGM of the Company, would result in
appropriation of Rs. 121.14 lakhs (net of TDS). The dividend

would be payable to all Shareholders whose names
appear in the Register of Members as on the Record
Date. The Record date for the determining the eligibility
of shareholders entitlement for dividend is Monday,
June 23, 2025.

7. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act, 2013, read with
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("the Rules"), as amended, mandate the companies to
transfer the dividend that has remained unclaimed/un-
encashed for a period of seven years from the date of
transfer to unpaid dividend account to the Investor
Education and Protection Fund (IEPF). Further, the Rules
also mandate that the shares on which dividend has not
been claimed or encashed for seven consecutive years
or more be transferred to the IEPF.

During the financial year under review, there were no
funds/shares which were required to be transferred to
Investor Education and Protection Fund (IEPF) by the
Company. The details of unpaid/unclaimed dividend is
available on the Company''s website i.e.
www.dynamiccables.co.in

8. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

MDAR for the year, pursuant to Regulation 34(2)(e) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), forms part of the
Annual Report, and is attached herewith as "ANNEXURE-F".

9. MATERIAL CHANGES & COMMITMENTS

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

10. MATERIAL ORDERS

No significant or material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 forms a part
of the Note No. 3 to the financial statements provided in this
Annual Report.

12. CREDIT RATING

The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. During
the year under review , the credit rating assigned to the Company are as follows-

India Ratings and Research (Ind-Ra) Ratings on the bank facilities of Dynamic Cables Limited

Fund-based working capital limits	Affirmed IND A-/Stable/IND A1
Term loan	Affirmed IND A-/Stable
Non-Fund based working capital limits	Affirmed IND A 1

*India Ratings and Research has affirmed the credit ratings banking facilities on August 28,2024
CRISIL Ratings on the bank facilities of the Dynamic Cables Limited

Long Term rating	CRISIL A/Stable (Upgraded from ''CRISIL A-/Stable'')
Short Term Rating	CRISIL A1 (Upgraded from ''CRISIL A2 '')

*CRISIL has upgraded its credit rating banking facilities on April 10,2025

13. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are
entered on arm''s length basis and are in compliance
with the applicable provisions of the Companies Act,
2013 and Regulation 23 of Listing Regulations. There
are no materially significant related party transactions
entered into by the Company with Promoters, Directors
or KMP etc., which may have potential conflict with the
interest of the company at large. All related party
transactions are first approved by the Audit Committee
and thereafter placed before the Board for their
consideration and approval. A statement of all related
party transactions is presented before the Audit
Committee meeting on quarterly basis, specifying the
nature, value and terms and conditions of the

transactions, for its review. The particulars of Contracts or
arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 read with Rule 15 of The
Companies (Meetings of Board and its Powers) Rules 2014 is
appended to this report in prescribed Form AOC- 2 as
"Annexure- A". Further all the necessary details of
transactions entered with the related parties are mentioned
in the Note No. 42 of the Financial Statements for the
Financial Year ended March 31,2025 in accordance with the
Accounting Standards.

The Company has formulated a policy on materiality of
related party transactions and also on dealing with related
party transactions which has been uploaded on the
Company''s website at the web link
https://www.dynamiccables.co.in/Related-Party-Transaction-
Policy.pdf

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25 the Board of
Directors of the Company met six (6) times i.e May
14,2024,May 15,2024,June 21,2024,July 31,2024
,October 22,2024 & January 28,2025 .

The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013
and Secretarial Standard on Meetings of Board of
Directors issued by the Institute of Company Secretaries
of India. The detailed information on the Board
Meetings have been disclosed in the Report on
Corporate Governance annexed as "ANNEXURE-E".

15. COMMITTEES OF BOARD

The Board of Company has constituted the following
Committees to focus on specific areas and take
informed decisions in the best interests of the Company
within authority delegated to each of the Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(d) Corporate Social Responsibility Committee

(e) Finance Committee

The details of composition of the said Committee(s),
their terms of reference, meetings held and attendance
of the Committee members during the financial year
2024-25 are disclosed in the Corporate Governance
Report annexed as "Annexure E".

All the recommendations made by the Committees
during the year were accepted by the Board of
Directors.

16. INDEPENDENT DIRECTOR''S MEETING

Pursuant to the requirements of Schedule IV to the
Companies Act, 2013 and the Listing Regulations,
separate Meetings of the Independent Directors of the
Company were held on January 28, 2025 and
March,31 2025, without the presence of NonÂ¬
Independent Directors and members of the
management, to inter alia review the performance of
Non-Independent Directors and the Board as a whole,
the performance of the Chairperson of the Company,
performance of non-independent directors, the Board
as a whole. Further, Chairman of the Company was
evaluated, taking into account the views of executive
directors and non-executive directors.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Company''s Board had
seven Board Members comprising of one Executive
Director, two Non-executive Non-independent
Directors and four Non-executive independent
Directors including one woman Director. The details of
Board and Committees composition, tenure of
Directors, areas of expertise and other details are
available in the Corporate Governance Report annexed
as "Annexure E".

In accordance with the provisions of Section 152 of the Act,
Mr. Rahul Mangal, (DIN: 01591411) Non-Executive-Non
Independent Director retired by rotation at the previous AGM
and shareholders approved his re-appointment.

Pursuant to the provisions of Section 203 and Section 2(51) of
the Act, Mr. Ashish Mangal, Managing Director, Mr. Murari Lal
Poddar, Chief Financial Officer and Ms. Naina Gupta,
Company Secretary & Compliance Officer are the Key
Managerial Personnel of the Company as on March 31,2025.

During the year, except as aforesaid, no other change took
place in the Board of Directors or in Key Managerial Personnel
of the Company. The composition of the Board of Directors of
the Company is in compliance with the applicable regulatory
norms.

Further, Mr. Sumer Singh Punia ,(DIN: 08393562), Non-
Executive-Non Independent Director shall retire by rotation at
the ensuing AGM and being eligible, has offered himself for
re-appointment.

The Members of the Company at its 15th AGM held on August
24, 2022 had approved the reappointment of Mr. Ashish
Mangal (DIN: 00432213) as the Managing Director of the
Company for a period of three years commencing from July
21,2022 to July 20, 2025. Based on the recommendations of
the Nomination and Remuneration Committee and pursuant
to the performance evaluation of Mr. Ashish Mangal as
Managing Director and considering his background,
experience and contribution to the Company over the past
years, the Board, at its meeting held on May 13, 2025
approved his re-appointment as Managing Director of the
Company, for a further period of three years commencing
from July 21,2025 up to July 20, 2028 subject to the approval
of the Shareholders in the ensuing Annual General Meeting of
the Company.

Member''s attention is drawn to Item No. 4 of the Notice of
18th AGM for the re-appointment of Mr. Ashish Mangal as the
Managing Director of the Company.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors under Sections 149(6) and 149(7) of
the Companies Act, 2013 and Regulation 16(1 )(b) and
Regulations 25(8) of the Listing Regulations, confirming that
they meet and comply with the criteria of independence as
prescribed thereunder. The Independent Directors have
affirmed compliance with the Code for Independent Directors
prescribed under Schedule IV of the Companies Act, 2013 and
the Listing Regulations.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience
(including proficiency) and expertise and they hold highest
standards of integrity. Further, Independent Directors fulfil the
conditions of appointment as specified in the Listing
Regulations and are Independent of the Management. The
names of Independent Directors are included in Independent
Director''s data bank maintained with the Indian Institute of
Corporate Affairs (''IICA'') in terms of Section 150 of the

Companies Act, 2013 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as
amended.

None of the Directors are disqualified for being appointed
as Director as specified in Section 164(1) & (2) of the Act
and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

19. ANNUAL PERFORMANCE EVALUATION

The evaluation of Board performance is a crucial
exercise for organisations to gauge the effectiveness of
their governing bodies. By assessing both individual
Board members and the Board as a whole, company
can identify strengths, weaknesses, and areas for
improvement. This evaluation is essential to ensure that
the Board is operating effectively in alignment with the
organisation''s strategic objectives.

The provisions of Section 149(8) read with Schedule IV,
Section 178(2) of the Act, Regulation 17 and other
applicable Regulations of the Listing Regulations, and
Guidance Note on Board Evaluation issued by the SEBI,
mandates the performance evaluation of the Board, its
committees, individual directors and the Chairperson
of the Company on the basis of various parameters
with the aim to improve the effectiveness of the
individual Director, Committees and the Board.

The Company has established a structured process for
Board performance evaluation which is conducted
annually. The Nomination and Remuneration
Committee reviews and approves the criteria and the
mechanism for carrying out this exercise effectively.
Details regarding the Board performance evaluation
carried out for FY 2024-25 including methodology
used, its outcome and proposed recommendations for
implementation in the upcoming financial year, are
provided in the Report on Corporate Governance,
forming part of this Board''s report as Annexure-E.

20. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Board members are provided with all necessary
documents, reports, internal policies, and opportunities
for site visits to facilitate a comprehensive understanding
of the Company''s operations, procedures, and practices.
All Independent Directors are familiarized with their
roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business
model of the Company, etc. from time to time. To
further enhance their knowledge, periodic
presentations are made at meetings of the Board and
its Committees on various aspects, including the
Company''s business and operational performance and
matters related to ESG and sustainability.

The details of such familiarization programmes imparted
to Independent Directors are posted on the website of the
C o m p a n y a t

https://www.dynamiccables.co.in/familiarization-
programme-for-independent-directors.html

21. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

Pursuant to Section 139(1) of the Companies Act, 2013 M/s A.
Bafna & Co., Chartered Accountant (FRN: 003660C) were
appointed as the Statutory Auditors of the Company at 16th
Annual General Meeting of the Company held on August 09,
2023 to hold office for a term of 5 (five) years until the
conclusion of 21st Annual General Meeting of the Company to
be held in the calendar year 2028.

Further Audit Report does not contain any qualifications,
reservations or adverse remarks. The Notes to Financial
Statements referred to in the Auditor''s Report are selfÂ¬
explanatory and do not call for any further comments.

The Statutory Auditors has provided their eligibility certificate
confirming their non- disqualification to continue as statutory
auditor of the Company under Section 141 of the Act. Further,
as required under the relevant provisions of Listing
Regulations, the Statutory Auditors has also confirmed that
they have subjected themselves to the peer review process of
the Institute of Chartered Accountants of India ("ICAI") and
they hold a valid certificate issued by the Peer Review Board of
ICAI.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act,
2013 and rules made thereunder, The Board of Directors has
appointed M/s. V. M. & Associates, Company Secretaries (FRN
P1984RJ039200) having Peer Review Certificate No.:
5447/2024, as Secretarial Auditors to conduct the secretarial
audit of the Company for the financial year 2024-25.

Accordingly, they have conducted Secretarial Audit for the
Financial Year 2024-25 and Secretarial Audit Report in Form
MR-3 is enclosed herewith as Annexure-B. Pursuant to
provisions of Regulation 24A of Listing Regulations, the
Secretarial Auditors have also issued Annual Secretarial
Compliance Report for the F.Y 2024-25. Both the reports do
not contain any qualification, reservation or adverse remark.

M/s V. M. & Associates, Company Secretaries, has given the
written consent to act as Secretarial Auditor of the Company
and also provided Eligibility certificate to the effect that they
are eligible and not disqualified to be appointed as a
secretarial auditor in the terms of the provisions of the Listing
Regulations, the Companies Act, 2013 and the rules made
thereunder.

Further, in terms of the Listing Regulations, the Board on
recommendation of Audit Committee has recommended to
shareholders, the appointment of M/s V. M. & Associates,
Company Secretaries as Secretarial Auditors of the Company
for a first term of five consecutive financial years commencing
from April 1, 2025 till March 31, 2030. A resolution seeking
shareholders'' approval for the appointment of M/s V. M. &
Associates, Company Secretaries as Secretarial Auditors has
been included in the Item No. 5 of notice of the ensuing 18th
AGM of the Company.

(c) Cost Auditor

The cost accounts and records as required to be
maintained by the company under Section 148(1) of
Companies Act, 2013 are duly made and maintained.
Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with Companies (Cost
Records and Audit) Rules, 2014 as amended from time
to time, your Company has appointed M/s Maharwal &
Associates (FRN: 101556) as Cost Auditors for the
financial year 2024-25.

The Company has received Cost Audit Report on the
cost accounts of the Company for the financial year
ended on March 31, 2025 and the same will be fled
with Ministry of Corporate Affairs (MCA) within the
prescribed time limit provided under the Companies
Act, 2013 and rules made thereunder. The Cost Audit
Report does not contain any qualifications,
reservations, or adverse remarks.

The Board on recommendation of Audit Committee has
approved the re-appointment of M/s Maharwal &
Associates (FRN: 101556) as Cost Auditor to conduct
the audit of cost records of your Company for the
financial year 2025-26. They have confirmed their
eligibility for the said re-appointment. The payment of
remuneration to Cost Auditor requires the
approval/ratifcation of the members of the Company
and necessary resolution in this regard has been
included in the Item no. 8 of notice of the 18th AGM of
the Company.

(d) Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and rules made thereunder, the
Board of Directors of the Company has appointed M/s
DLS & Associates LLP, Chartered Accountants, (FRN:
C400023) as the Internal Auditors to conduct the
Internal Audit of the Company for the Financial Year
2024-25. The Internal Auditors reports directly to the
Audit Committee of the Board. The Audit Committee
regularly reviews the audit findings as well as the
adequacy and effectiveness of the internal control
measures.

Further, the Board on recommendation of Audit
Committee has approved the re-appointment of M/s
DLS & Associates LLP, Chartered Accountants, (FRN:
C400023) as Internal Auditors of the Company to carry
out internal audit for the Financial Year 2025-26. They
have confirmed their eligibility for the said reÂ¬
appointment.

(e) Instances of Fraud, if any, reported by the
Auditors

During the year under review, the Statutory Auditors,
Cost Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of frauds
committed in the Company by its officers or employees
under Section 143(12) of the Companies Act, 2013.

22. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the SEBI(Prohibition Of

Insider Trading)Regulation,2015and amendments thereto,
the Company has in place a Code of Conduct to regulate,
monitor and report trading by Insider for prohibition of
Insider Trading in the shares of the Company. The code inter
alia prohibits purchase/sale of shares of the Company by its
Designated Persons and other connected persons while in
possession of Unpublished Price Sensitive Information in
relation to the Company and during the period when the
trading window is closed. The Company has also formulated a
Code of practices and procedures for fair disclosure of
Unpublished Price Sensitive Information (UPSI) and the said
code is available on the Company''s website and can be
accessed at https://www.dynamiccables.co.in/CODE-
OF%20PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-
OF-UPSI.pdf

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is committed to maintaining the highest
standards of professionalism, honesty, integrity and ethical
behaviour and legal business conduct. In alignment with this
commitment, the Company has adopted a Whistle Blower
Policy and Vigil Mechanism in compliance with the provisions
of Section 177(9) of the Companies Act, 2013 and the
applicable rules thereunder and regulation 22 of the Listing
Regulations.

This mechanism provides a formal framework for directors,
employees and other persons to report concerns about
suspected unethical behaviour, malpractice, abuse, or other
instances of wrongdoing within the company. It also ensures
adequate safeguards to protect whistleblowers from any form
of retaliation or victimisation for raising such concerns in good
faith.

During the Financial Year under review, no whistle blower
event was reported and mechanism is functioning well. No
personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the
Company at

https://www.dynamiccables.co.in/whistle-blower-policy.pdf

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company are primarily focused on
key areas such as promotion of education and skill
development, environmental sustainability, sports, social
welfare, and the healthcare. During the F.Y. 2024-25, the
Company has incurred expenditure of Rs. 83.83 lakhs on CSR
activities against obligation of Rs. 81.96 lakhs (after setting of
excess expenditure of Rs. 7.22 lakhs incurred during the F.Y.
2023-24).

In accordance with the provisions of Section 135 of the
Companies Act, 2013, the Company has constituted a
''Corporate Social Responsibility (CSR) Committee'' and
formulated a CSR Policy. The details of the CSR Policy, the
composition of the Committee, CSR expenditure during the
year and other relevant information are provided as
ANNEXURE-C to this Report, in the format as required under
the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended.

25. RISK MANAGEMENT

The Company has framed and implemented a Risk
Management Policy to identify the various business risks.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance
the Company''s competitive advantage. The Risk
Management Policy defines the risk management
approach across the enterprise at various levels including
documentation and reporting. A detailed note on Risk
Management is included in the Management Discussion
and Analysis Report which forms part of this Annual
Report as Annexure-F.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company recognises its duty to provide safe and
secure working environment at the workplace and
thus, in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
in place a Policy for prevention of Sexual Harassment of
Women at the workplace and has also set up an Internal
Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy.

During the year under review, the Company did not
receive any complaints under the POSH (Prevention of
Sexual Harassment) Act. To promote awareness and
foster a safe work environment, the Company has
continued to conduct regular induction and training
programs. Company has conducted online and physical
training sessions on provisions of the POSH Act for
employees throughout the year.

The summary of sexual harassment complaints received
and disposed of during the year 2024-25 are as follows: ¹

Companies (Acceptance of Deposits) Rules, 2014 for
borrowings from directors.

29. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company maintains a robust internal financial control
system to ensure the orderly and efficient conduct of its
business operations. These encompass adherence to internal
policies, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting
records, and the timely preparation of accurate financial
information.

The Audit Committee regularly reviews the adequacy and
effectiveness of the internal control systems and provides
recommendations for their continuous improvement.

During the year under review, neither the Internal Auditor nor
the Statutory Auditors has given modified opinion on the
efficiency or effectiveness of internal financial controls of the
Company.

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

Your Company continuously strives to conserve energy, adopt
environment friendly practices and employ sustainable
technology for more efficient operations.

The particulars relating to the Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo pursuant to Section 134 of the Companies Act 2013
read with rules made thereunder is annexed herewith and
marked as "ANNEXURE- D" to this report.

31. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Companies Act,
2013, on recommendation of the Nomination &
Remuneration Committee ,the Board has approved a policy ,
containing the criteria for determining qualifications,
competencies, positive attributes and independence for
appointment of a Director (Executive/Non- Executive) and
criteria for remuneration for the Directors, Key Managerial
Personnel and Senior Management employees, ensuring that
it covers the matters mentioned in Section 178(4) of the
Companies Act, 2013.

The copy of the Nomination and Remuneration policy can be
accessed by clicking on weblink at
www.dynamiccables.co.in/nomination-&-remuneration-
policy.pdf

32. CORPORATE POLICIES

Your Board seeks to promote and follow the highest level of
ethical standards in all our business transactions guided by
our value system. Listing Regulations mandate the
formulation of certain policies for all listed companies. The
corporate governance policies are available on the Company''s
website, at https://www.dynamiccables.co.in/policies-
codes.html. The policies are reviewed periodically by the
Board and updated as needed.

33. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

(I) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage
increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024-25:

Name	Ratio to median remuneration	% increase in remuneration in financial year
Non- Executive Directors:
Rahul Mangal	-	-
Sumer Singh Punia	-	-
Shweta Jain¹	-	-
Ashok Kumar Bhargava¹	-	-
Saurav Gupta¹	-	-
Bharat Moossaddee¹	-	-

Executive Director:
Ashish Mangal	164.34	25%
Chief Financial Officer:
Murari Lal Poddar	26.30	85%
Company Secretary: Naina Gupta	5.22	21%

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*In line with the internal guidelines, no commission was paid to Directors

(ii) The percentage increase in the median remuneration of employees in the financial year is 17.20%

(iii) The number of permanent employees on the rolls of company: 978

(iv) Average percentile increase 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: 22.45%

Increase in salary is based on the Company''s performance, individual performance and promotions.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration
paid is as per the remuneration policy of the Company

Additionally, the statement containing employee particulars required by Section 197(12) of the Act and Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is a part of this report.
Pursuant to Section 136(1) of the Act, the annual report has been sent to Members without the aforementioned annexure, which
can be inspected at the registered office of the Company up to the date of the AGM. Members interested in obtaining a copy of
the Annexure may request it from the Company Secretary of the Company at investor. [email protected]

34. CORPORATE GOVERNANCE

Further as required under Regulation 17(8) of the Listing
Regulations, a certificate from the Managing Director and
Chief Financial Officer is annexed as ANNEXURE-E with this
Report.

35. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED
BY THE ICSI

The Institute of Company Secretaries of India (ICSI) has issued
Secretarial Standards (SS) on various aspects of corporate law

and practices. The Company has duly complied with all
the applicable Secretarial Standards.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act, the Board of
Directors hereby confirms and accepts the responsibility
for the following in respect of the Audited Financial
Statements for the financial year ended March 31,2025:

(I) That in the preparation of the annual accounts for the
financial year ended March 31, 2025; the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any.

(ii) That the directors had selected 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 as on March 31,2025 and of the
profit of the Company for that period;

(iii) That the directors had taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared annual accounts on a
going concern basis;

(v) That the directors had laid down internal financial
controls to be followed by the company and that such
internal financial controls were adequate and were
operating effectively; and

(vi) That the Directors had devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

37. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT PERSONNEL

Pursuant to Regulation 17(5) of Listing Regulations, the
Company has implemented a Code of Conduct for Directors
and Senior Management Personnel (SMPs). This code
outlines the fundamental principles for ethical and
transparent behaviour by the Directors and SMPs of the
Company to further promote fairness and orderliness within
the organisation. All Directors and SMPs have affirmed their
adherence to the code for the FY 2024-25 and a declaration
by the MD & CEO to this effect forms part of Report on
Corporate Governance annexed with Board''s Report as
Annexure-E. The Company"s Code of Conduct for Directors
and SMPs can be accessed on the website of the Company at
https://www.dynamiccables.co.in/code-of-conduct--and-
senior-management.html

38. OTHER DISCLOSURES

â¢ The Company has not issued any debentures, warrants,
bonds, sweat equity shares, any shares with differential
rights or any convertible & nonconvertible securities during
the year under review.

â¢ There was no revision of financial statements and Board''s
Report of the Company during the year under review.

â¢ There has been no change in the nature of business of the
Company as on the date of this report;

â¢ No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of
the financial year is not applicable.

â¢ There was no instance of onetime settlement with any Bank
or Financial Institution.

â¢ Other disclosures with respect to Board''s Report as required
under the Companies Act, 2013 read with the Rules notified
thereunder and the Listing Regulations are either Nil or Not
Applicable

39. ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere appreciation to all stakeholders for their unwavering
support throughout the year. The continued trust and confidence of our valued customers, vendors, dealers, suppliers,
investors, business associates, bankers, and Government Authorities have been instrumental in driving our success.

The Directors also extend heartfelt gratitude to all employees across levels for their dedication, hard work, and unwavering
commitment. Their solidarity, cooperation, and support have been key in achieving the Company''s objectives and sustaining
growth.

Pl_ace: J_aip_ur For & on behalf of Board of Directors

D_at_{e :} 30.05.2025 For Dynamic Cables Limited

Rahul Mangal

Chairman

(DIN No: 01591411)

Number of complaints pending at the beginning of
the year : NIL

â¢ Number of complaints received during the year : NIL

â¢ Number of complaints disposed of during the year:
Not Applicable

â¢ Number of cases pending at the end of the year : Not
Applicable

27. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 the Annual Return as on March
31, 2025 in Form MGT-7 is available on the Company''s
website at https://www.dynamiccables.co.in/Annual-
Return-2024-25.pdf

28. DEPOSITS

During the financial year under review, the Company
has not accepted any deposits from public and as such,
no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the Balance Sheet. Please refer Note no. 15 of the
financial statement pursuant to Rule 2 (1) (c) (viii) of the

Mar 31, 2024

The Board of Directors of your Company are pleased to present the 17th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the Financial Year ended on March 31,2024

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following eminent financial performance, for the year ended on March 31, 2024:

(Rs. in lakhs)
Particulars	Year ended	Year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from Operation	76,800.36	66,863.02
Other income	348.86	311.75
Total Income	77,149.22	67174.77
Profit before Finance costs and Depreciation	8,076.86	6,589.14
Finance Cost	2,074.09	1,622.62
Depreciation	926.19	791.17
Profit before Tax	5,076.58	4,175.35
Income Tax Expenses	1,299.44	1,074.00
Profit after Tax	3,777.14	3,101.35
Earning Per Share
Basic (in INR)	17.16	14.09
Diluted (in INR)	17.16	14.09

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

2. OVERVIEW OF COMPANY''S OPERATIONAL AND PERFORMANCE HIGHLIGHTS

Your Company is engaged in the business of manufacturing and supply of cables and conductors across India and many overseas countries. There has been no change in the business of the Company during the financial year ended on March 31,2024.

During Financial year 2023-24, your company witnessed growth of 15% by achieving Rs. 76,800.36 lakhs revenue from operations as compared to Rs. 66,863.02 lakhs in

previous financial year and delivered Net Profit after Tax (PAT) of Rs. 3,777.14 lakhs as compared to Rs. 3,101.35 in last financial year. The Company''s overall performance during the Financial Year 2023-24 was robust resulting in improvement in all operational and financial parameters. For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this Report in "Annexure F", which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

3. CHANGE IN CAPITAL STRUCTURE

The capital structure of the Company remained unchanged during the financial year 2023-24. As on March 31, 2024, the Authorised share capital of the Company is Rs. 23,00,00,000 (Rupees Twenty Three Crores only) divided into 2,30,00,000 (Two Crores and Thirty Lakh) Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) and the Issued, subscribed and Paid up Equity Share Capital is Rs. 22,01,40,000 (Rupees Twenty Two Crores One Lakh and Forty Thousand only) divided into 2,20,14,000 (Two Crores Twenty Lakh and Fourteen Thousand ) equity shares of Rs. 10/- (Rupees Ten) each.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The Board of Directors has not proposed to transfer any amount to Reserves of the Company during the year under review

6. DIVIDEND

Your Company adequately divides its profits between itself and its shareholders, thus always strives to maintain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

During the financial year, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 2022-23 of Rs. 0.50/- (5%) per equity share. Also, the Board of directors at its meeting held on May 14, 2024 has recommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year 2023-24 and the same is subject to the approval of members at the 17th Annual General Meeting to be held on Wednesday, July 31,2024.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 110.07 lakhs (net of TDS). The Register of Members and Share Transfer books will remain closed from Thursday, July 25, 2024 to Wednesday, July 31, 2024 (both days inclusive) for the purpose of payment the dividend for the financial year March 31,2024.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

During the financial year under review, there were no funds/shares which were required to be transferred to Investor Education and Protection Fund (IEPF) by the Company. The details of unpaid/unclaimed dividend is available on the Company''s website i.e. www.dynamiccables.co.in

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report, and is attached herewith as "Annexure-F".

9. MATERIAL CHANGES & COMMITMENTS

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

10. MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Note No. 3 to the financial statements provided in this Annual Report.

12. CREDIT RATING

During the Financial year 2023-24, on the basis of recent

development including operational and financial performance of the Company. Company has obtained credit rating from CRISIL and India Ratings and Research Private Limited are as follows:
CRISIL Ratings on the bank facilities of Dynamic Cables Limited
Long Term Rating	CRISIL A-/Stable (Upgraded from ''CRISIL BBB /Positive'')
Short Term Rating	CRISIL A2 (Upgraded from ''CRISIL A2'')
*CRISIL has upgraded rating	on banking facilities on January 25, 2024
India Ratings and Research (Ind-Ra) Ratings on the bank facilities of Dynamic Cables Limited
Fund-based working capital limits	Affirmed IND A-/Stable/IND A1
Non-fund-based working capital limits	Assigned IND A1
Term loan	Affirmed IND A-/Stable
*India Ratings and Research has affirmed/assigned the credit ratings banking facilities on January 19, 2024

13. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions, for its review.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC- 2 as Annexure A. Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 42 of the Financial Statements for the Financial Year ended March 31,2024 in accordance with the Accounting Standards.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on

the Company''s website at the web link https://www.dynamiccables.co.in/Policy-on-Related-Party-Transactions.pdf

14. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. During the Financial Year 202324, the Board of Directors of the Company met 6 (Six) times on 23rd May, 2023, 07th July, 2023, 31st July, 2023, 9th September, 2023, 09th November, 2023 and 05th February, 2024.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India. For further details, please refer report on Corporate Governance annexed as Annexure E and forming part of this Annual Report.

15. COMMITTEES OF THE BOARD

The Board of Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(d) Corporate Social Responsibility Committee

(e) Finance Committee

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2023-24 are provided in the Corporate Governance Report annexed as "Annexure E".

16. Directors & Key Managerial Personnel

As on March 31, 2024, your Company''s Board had seven Board Members comprising of one Executive Director, two Non-Executive Non-Independent Directors and four Non-Executive Independent Directors including one woman Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report in Annexure-E

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mr. Sumer Singh Punia (DIN: 08393562), Non-Executive Director retired by rotation at the 16th Annual General Meeting (AGM) dated August 09, 2023 of the Company and was re-appointed by the Shareholders of the company.

During the financial year 2023-24, no other change took place in the composition of the Board of Directors.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rahul Mangal (DIN: 01591411) being longest in the office from the date of his last re-appointment shall retire by rotation at the ensuing 17th AGM and being eligible, has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") has recommended his reappointment.

Pursuant to the provisions of Section 203 and Section 2(51) of the Act, Mr. Ashish Mangal, Managing Director, Mr. Murari Lal Poddar, Chief Financial Officer and Ms. Naina Gupta, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024. There was no change in the Key Managerial Personnel during the year.

17. DECLARATION BY INDEPENDENT DIRECTORS

Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have affirmed compliance with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity. Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and are Independent of the Management. The names of Independent Directors are included in Independent Director''s data bank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

None of the Directors are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

18. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of ''Listing Regulations'', the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee''s viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and that of the individual Director

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Pursuant to the provisions of section 178 of the Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guide to Board Evaluation issued by the Institute of Company Secretaries of India, performance evaluation was carried out through a structured questionnaire prepared separately for the Board, Committees and individual Directors.

In a separate meeting of Independent Directors held on March 30, 2024, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of

executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee in their meeting held on May 14, 2024 reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. The Board assesses the performance of the Individual Director, Board Committees and Board as a whole on the basis of various criteria with the aim to improve the effectiveness of the individual Director, Committees and the Board.

The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Companies Act, 2013 ("Act") and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization

programmes imparted to Independent Directors are posted on the website of the Company at

https://www.dynamiccables.co.in/familiarization-programme-for-independent-directors.html

20. AUDITORS AND AUDITORS'' REPORT

(a) Statutory Auditors

Pursuant to Section 139(1) of the Companies Act, 2013 M/s A. Bafna & Co., Chartered Accountant (FRN: 003660C) were appointed as the Statutory Auditors of the Company at 16th Annual General Meeting of the Company held on August 09, 2023 to hold office for a term of 5 (five) years until the conclusion of 21st Annual General Meeting of the Company to be held in the calendar year 2028.

Further Audit Report does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call

for any further comments.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s. V. M. & Associates, Company Secretaries (FRN P1984RJ039200) as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2023-24.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2023-24 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-B. Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2023-24. Both the reports do not contain any qualification, reservation or adverse remark.

Further, the Board on recommendation of Audit Committee has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2024-25. They have confirmed their eligibility for the said re-appointment.

The cost accounts and records as required to be maintained by the company under Section 148(1) of Companies Act, 2013 are duly made and maintained. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditors for the financial year 2023-24.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2024 and the same will be filed

with Ministry of Corporate Affairs (MCA) within the prescribed time limit provided under the Companies Act, 2013 and rules made thereunder. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.

The Board on recommendation of Audit Committee has approved the re-appointment of M/s Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2024-25. They have confirmed their eligibility for the said re-appointment. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the Company.

(d) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s DLS & Associates LLP, Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-24. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

Further, the Board on recommendation of Audit Committee has approved the re-appointment of M/s DLS & Associates LLP, Chartered Accountants, (FRN: C400023) as Internal Auditors of the Company to carry out internal audit for the Financial Year 2024-25. They have confirmed their eligibility for the said reappointment.

(e) Instances of Fraud, if any, reported by the Auditors

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

21. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations,

2015 and amendments thereto, the Company has in

place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and the said code is available on the Company''s website and can be accessed at https://www.dynamiccables.co.in/CODE-OF%2 0PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-OF-UPSI.pdf

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Company has established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct of the Company. It also provides for adequate safeguards against the victimization of employees who avail the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases.

During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the Company at https://www.dynamiccables.co.in/ whistle-blower-policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, kindly refer to the Corporate Governance Report, which is a part of this report. The Company has CSR Policy in place and the same can be accessed at https://www.dynamiccables.co.in/CSR-Policy.pdf

24. RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. A detailed note on Risk Management is included in the Management Discussion and Analysis Report which forms part of this Annual Report as Annexure-F.

There are various elements of risk which, in the opinion of the Board, may threaten the existence of the Company some of which are as follows:

â¢ Economic Environment and Market conditions

â¢ Political Environment

â¢ Competition

â¢ Fluctuations in Foreign Exchange

â¢ Contractual Compliance

â¢ Operational Efficiency

Our risk management approach is composed primarily of three components:

â¢ Risk Governance

â¢ Risk Identification

â¢ Risk Assessment and Control.

All the Senior Executives under the guidance of the Chairman and Board of Directors has the responsibility for over viewing management''s processes and results in identifying, assessing and monitoring risk associated with Organization''s business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company recognises its duty to provide safe and secure working environment at the workplace and thus, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women at the workplace and has also set up an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Board takes pride in presenting the summary of sexual harassment complaints received and disposed of during the year 2023-24:

â¢ Number of complaints pending at the beginning of the year : NIL

â¢ Number of complaints received during the year : NIL

â¢ Number of complaints disposed off during the year: Not Applicable

â¢ Number of cases pending at the end of the year : Not Applicable

The Company conducted various employee training sessions on the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013 for employees.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2024 in Form MGT-7 is available on the Company''s website at https://www.dynamiccables.co.in/Annual-Return-2023-24.pdf

27. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2024. Please refer Note no. 15 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 for borrowings from directors.

28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company has adopted policies and procedures adequate with the size of its business operations for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ''Internal control systems and their adequacy'' section in Management''s discussion and analysis Report, which forms part of this Annual Report as Annexure-F

During the financial year under review, the Statutory

Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2023-24 has given unmodified opinion.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year under review.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ sustainable technology for more efficient operations.

The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act 2013 read with rules made thereunder is annexed herewith and marked as Annexure- D to this report.

30. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Companies Act, 2013 ("Act") , the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and criteria for remuneration for the Directors, Key Managerial Personnel and Senior Management employees, ensuring that it

covers the matters mentioned in Section 178(4) of the Act

During the year under review, the Nomination and Remuneration Policy was amended to include the revised definition of senior management consequent to its amendment under the Listing Regulations. As per the revised definition, all the functional heads of the Company would now also be classified as senior management The said policy is available on the website of the Company at following link:

https://www.dynamiccables.co.in/nomination-S-remuneration-policy.pdf

The other details in respect of policy on remuneration has been disclosed in the Corporate Governance Report, which is a part of this report Annexure E.

31. CORPORATE POLICIES

Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. Listing Regulations mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Company''s website, at https://www.dynamiccables.co.in/policies-codes.html. The policies are reviewed periodically by the Board and updated as needed.

32. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration % increase in remuneration in financial year
Non- Executive Directors:
Rahul Mangal	- -
Sumer Singh Punia	- -
Shweta Jain*	- -
Ashok Kumar Bhargava*	- -
Saurav Gupta*	- -
Bharat Moossaddee*	- -

Name	Ratio to median remuneration	% increase in remuneration in financial year
Executive Director:
Ashish Mangal	135.28	13.63
Chief Financial Officer:
Murari Lal Poddar	12.89	8.96
Company Secretary:
Naina Gupta	3.73	11.24

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*In line with the internal guidelines, no commission was paid to Directors

(ii) The percentage increase in the median remuneration of employees in the financial year is (17.20%)

(iii) The total number of permanent employees on the rolls of Company: 840

(iv) Average percentile increase 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:

â¢ Average increase in the remuneration of all employees excluding KMP is 22.43%

â¢ Average increase in the remuneration of KMP is 8.80%

Increase in salary is based on the Company''s performance, individual performance. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company. In addition, the increase in remuneration of managerial personnel viz. Managing Director is within the limits approved by the shareholders.

^(v) The statement containing particulars of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

33. CORPORATE GOVERNANCE

Your board has put their sincere efforts in doing a good job by following good governance practices. Accordingly the Company has complied with the requirements of corporate governance as stipulated under the SEBI Regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), form part of the Board''s Report. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

34. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY THE ICSI

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has duly complied with all the applicable Secretarial Standards.

35. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31,2024:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected 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 and of the profit of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared annual accounts for the financial year ended March 31, 2024 on a going

concern basis;

(v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively;

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. OTHER DISCLOSURES

â¢ All the directors and Senior Management Personnel (SMP) of the Company have complied with the provisions stipulated in the Code of Conduct for Board and SMP.

â¢ The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with differential rights or any convertible & non convertible securities during the year under review.

â¢ There was no revision of financial statements and Board''s Report of the Company during the year under review.

â¢ The Company does not have any stock option plan in force.

â¢ There has been no change in the nature of business of the Company as on the date of this report;

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

â¢ There was no instance of onetime settlement with any Bank or Financial Institution.

â¢ Other disclosures with respect to Board''s Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable

37. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep

sense of gratitude to the Bankers, various departments of

State / Central Government and local authorities for their

continued guidance and support.

Mar 31, 2018

The Shareholders,

The Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company together with the Audited financial statements for the financial year ended on 31^st March, 2018.

1. Financial Performance & Highlights

(In Rupees)

Particulars	March 31, 2018	March 31, 2017
Revenue From Operations (Gross)	4,169,595,615.50	3,319,408,559.56
Less: Excise Duty	600,501,911.40	319,548,216.00
Revenue from operations (Net)	3,569,093,704.10	2,999,860,343.56
Other Income	34,523,620.75	46,778,830.80
Total Revenue	3,603,617,324.85	3,046,639,174.36
Less: Total Expense excluding Depreciation & Tax	3,468,118,620.54	2,903,824,249.35
Profit before Depreciation and T ax Expenses	135,498,704.31	142,814,925.01
Less: Provision for Depreciation	21,776,196.00	20,362,310
Net Profit before Tax	113,722,508.31	122,452,615.01
Less: Tax Expenses	39,428,630.42	42,435,839.60
Net Profit after Tax	74,293,877.89	80,016,775.41

2. Brief description of the Companyâs working during the year/State of Companyâs affair

The Company is engaged in the business of Manufacturing LT/HT Cables and wires. There has been no change in the business of the Company during the financial year ended March 31, 2018. Your Company recorded a satisfactory performance during the year. In the distribution segment, your Company achieved consistent, competitive, profitable and responsible growth along with significant margin improvement.

Gross revenues increased to Rs.3,603,617,324.85, against Rs. 3,046,639,174.36 in the previous year due to more supply order placed by the customers. The net profit of the company for the year under review is Rs.74,293,877.89. The business landscape in your Companyâs operating segments was rendered challenging during the year due to fluctuations in the raw material cost during the period which entails the overall expense cost. Despite the challenging business environment as aforestated, Gross Revenue for the year grew by 25.61% approximately representing a marginal improvement from financial year 2016-17.

With the increase in production due to expansion of the company with commencement of one more unit at Reengus, it is anticipated that it will enhance the financials of the company for the coming years. The performance of wires & cables exporting economies is likely to be volatile, while there will be robust growth in economies, the demand for the products of the company will progressively inflate in future. These are fundamentally positive dynamics for the company. The overall performance of the company was satisfactory during the period.

3. Dividend

The Company has recommended a final dividend of Rs. 0.25/- (2.5%) per equity share for the financial year 2017-2018.The dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The total dividend pay-out works out to 0.25% of the net profit for the financial results.

The Register of Members and Share Transfer Books will remain closed from 24^th September, 2018 to 30^th September, 2018(both days inclusive) for the purpose of payment of the dividend for the Financial Year ended 31 March, 2018.

4. Transfer to Reserves & Surplus

Your Directors do not propose to transfer any amount to the Reserves for the Financial Year ended on 31^st March, 2018.

5. Share Capital

During the year under review, your Companyâs Authorised Share Capital has increased from Rs. 110,000,000 (Rupees Eleven Crores Only) to Rs. 230,000,000 (Rupees Twenty Three Crores Only).

Further, the Company has issued and allotted 53,90,000 (Fifty Three lakhs Ninety thousand) bonus shares to the equity shareholders in the ratio of 0.5:1 (i.e. 0.5 fully paid up equity share of 10/-(Rupees ten only) each for one fully paid equity share held by members)to all the members registered in the Register of Members of the company as on 21.08.2017.

The company has also issued and allotted 58,44,000 (Fifty Eight lakh and Forty Four thousand)equity shares of Rs. 10/-(Rupees Ten only) each during the year under review in the Initial Public Offer of the company in December, 2017.

On 31^st March, 2018 the paid up share capital of the company was Rs. 22,01,40,000 (Rupees Twenty two crores one lakh forty thousand only) During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

6. Directorâs & Key Managerial Personnel

During the year under review, there are several changes in the Board of Directors &Key Managerial Personnel (KMPs) of the Company which are as follow:

1. Change in Board of Directors:

- Mr. Om Pal Sharma was appointed as Professional Director of the company by the members of the company in the Extra - Ordinary General Meeting held on 15.05.2017

- During the year, Mr. Ashish Mangal was re-designated from director to Managing Director, Mr. Rahul Mangal was re-designated from Director to Chairman and Non- executive director in the Extra - Ordinary General Meeting of the company held on 16.08.2017.

- Mr. Om Pal Sharma ceased from the position of Director of the company in the Extra - Ordinary General Meeting held on 16.08.2017.

- Mrs. Shalu Mangal appointed as Whole time director of the company in the Extra - Ordinary General Meeting held on 16.08.2017

- Mr. Rahul Mangal, Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re- appointment for the consideration of Members of the Company at the ensuing Annual General Meeting. The details of Directors being recommended for reappointment as required under the Securities and Exchange board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice for convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

- Mr. Ashok Kumar Bhargava and Mr. Arvind Kalia appointed as Independent Director of the company Director with effect from 04.11.2017. Mr. Arvind Kalia ceased from the position of Independent Director w.e.f 05.04.2018. Mr. Saurav Gupta appointed as Additional Director (Independent) w.e.f 11.06.2018..All Independent Directors have given declarations that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Change in Key Managerial Personnel:

- Mr. Murari Lal Poddar was appointed as a Chief Financial Officer by the Board in its meeting held on28.08.2017

- Mr. Suresh Kumar Dalmia has resigned from the position of Company Secretary with effect from 01.09.2017

- Mr. Honey Chordia was appointed as a Company Secretary and compliance officer with effect from 01.09.2017.

7. Number of Meetings of the Board

The Board of the Company has met Seventeen (17) times i.e. on 11 April 2017, 29 May 2017, 22 July 2017, 14 August 2017, 22 August 2017, 28 August 2017, 30 August 2017, 01 September 2017, 21 September 2017, 26 October 2017, 07 November 2017, 24 November 2017, 02 December 2017, 07 December 2017, 12 December 2017, 27 December 2017, 28 March 2018. The intervening gap between the Meetings was within the time as prescribed under the Companies Act, 2013 and Secretarial Standards issued by The Institute of Company Secretaries of India (âSecretarial Standardsâ).

Pursuant to the requirements of Schedule IV to the Companies Act, 2013, a separate Meeting of the Independent Directors of the Company was also held on 20^thDecember, 2017, without the presence of non-independent directors and members of the management, to review the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the company and also to assess the quality, quantity and timeliness of flow of information between the company management and the Board.

8. Committees of the Board

The Board of Directors has the following committees:

a. Audit Committee

Audit committee of the Board has been constituted in terms of section 177 of the Companies Act, 2013. The role of Audit Committee is to provide direction and oversee internal audit and risk management function, review financial results and annual statements, interact with statutory auditors and such other matters as required under Companies Act, 2013. The terms of reference of audit committee of the company are as follows:

1. Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

a. matters required to be included in the directorâs responsibility statement to be included in the boardâs report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. disclosure of any related party transactions;

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

6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

21. To review the functioning of the whistle blower/Vigil mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

_g) Composition of Audit Committee:_

S.No.	Name	Designation	Chairman / Member
1.	Mr. Ashok Kumar Bhargava	Independent Director	Chairman
2.	Mr. Arvind Kalia¹	Independent Director	Member
3.	Mr. Ashish Mangal²	Managing Director	Member

4.	Mr. Saurav Gupta. ³	Independent Director	Member
5.	Mr. Rahul Mangal⁴	Non-executive Director	Member

Notes: The committee was reconstituted by the Board of directors through circular resolution dated 11^th June, 2018.

* Mr. Arvind Kalia, ceased to be the member of committee w.e.f 06^th April, 2018

**Mr. Ashish Mangal, ceased to be the member of committee w.e.f 11^th June, 2018

***Mr. Saurav Gupta, Independent Director was appointed as the member of the committee w.e.f 11^thJune, 2018

**** Mr. Rahul Mangal, Non-executive Director was appointed as the member of the committee w.e.f 11^th June, 2018

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee pursuant to the provisions of section 178 of the Companies Act, 2013. The terms of reference are as follows:

- Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directorâs performance.

- Formulate the criteria for determining the qualifications, positive attitude and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees.

- Formulation of criteria for evaluation of performance of independent directors and the board of directors;

- Devising a policy on diversity of board of directors;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

- Determine our Companyâs policy on specific remuneration package for the Managing Director / Executive Director including pension rights.

- Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.

- Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

- Decide the amount of Commission payable to the Whole time Directors.

- Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.

- To formulate and administer the Employee Stock Option Scheme.

c. Stakeholdersâ Relationship Committee

The Company has formed Stakeholdersâ / Investor Grievance committee pursuant to the provisions of section 178 of the Companies Act, 2013.

The committee is required to the redressal of shareholdersâ and investorsâ complaints. The terms of reference are as follows:

- Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

- Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and

- Review the process and mechanism of Redressal of Shareholders /Investors grievance and suggest measures of improving the system of Redressal of Shareholders /Investors grievances.

- non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

- Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

- Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time.

- Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting,

d. Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee under section 135 of the Companies Act, 2013 is provided in the Annexure âAâ

9. Subsidiary Companies/Joint Venture/ Associates Company

The Company does not have any Subsidiary/Joint Venture/Associates Company as on March 31, 2018.

10. Auditor

(A) Statutory Auditor:

Due to some unavoidable reasons the statutory auditor of the Company M/s H.C. Bothra & Associates (FRN- 008950C) Chartered Accountants, resigned w.e.f 18.05.2018, therefore creating casual vacancy. Thereafter, the company has appointed M/s. Madhukar Garg& Company, Chartered Accountants, (FRN- 000866C) as statutory auditors of the company to conduct the statutory audit for the financial year 2017-18 and to hold office until the conclusion of the ensuing Annual General Meeting of the Company. The board of directors in their meeting held on September 5, 2018 recommended the appointment of M/s Madhukar Garg& Co. (FRN: 000566C) for a period of 5 years from the conclusion of the ensuing Annual General Meeting, till the conclusion of 16^th Annual General Meeting to be held in the calendar year 2023.

M/s. Madhukar Garg& Company has provided their consent and eligibility certificate to the effect that their appointment, if made at the ensuing Annual General Meeting, shall be in accordance with the conditions specified in the Act. Accordingly, requisite resolution forms part of the Notice convening the Annual General Meeting.

(B) Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s V.M. & Associates, Company Secretaries (FRN P1984RJ039200) to undertake the Secretarial Audit of the Company for the financial year 2017-18. Further, M/s V.M. & Associates, Company Secretaries (FRN P1984RJ039200) has been appointed as secretarial auditor of the company for the financial year 2018-19 in the meeting of the board of directors held on 5^th September, 2018 for F.Y 2018-19. As required under section 204 (1) of the Companies Act, 2013 The Secretarial Audit Report submitted by them in the form MR-3 is enclosed as Annexure-B and forms part of this report. The report doesnât contain any reservation, qualification or adverse mark except the following comment: âDuring the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except expense on CSR activities below the prescribed limitâ.

Boardâs Explanation for shortfall amount spent on CSR Activities: In terms of CSR Policy of the Company, during the financial year 2017-18 the company has spent Rs. 5.38 lakhs of the available funds in CSR Activities, utilized for long term projects or programmes. In addition to existing projects, the Company has identified long term project of Jaipur and in outer areas. Therefore, Company has earmarked funds in line with its Policy as well as prescribed CSR Expenditure. However, the implementation of such project will commence in FY 2018-19 as the Company is under process of formulating implementation plan and taking various approvals required in this regards. The Company has incurred CSR Expenditure during the year under review in line with CSR Policy of the Company. The Company has changed lives of many people across India with its various social initiatives since many years. It is the Companyâs continuous endeavor to increase its CSR impact and spend over the coming years, supplemented by its continued focus towards sustainable development and responsible infrastructure.

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company had appointed M/s Maharwal& Associates (FRN: 101556) as cost auditor for the financial year 2017-18 for conducting the Audit of cost records maintained by the company. The cost audit report for the financial year 201718 will be received by the cost auditor of the company and will be filed by the company within the prescribed time provided under Companies Act, 2013 and rules made thereunder. Further, M/s Maharwal& Associates (FRN: 101556) has been appointed as cost auditor of the company for the financial year 2017-18 in the meeting of the board of directors held on 5^th September, 2018 for F.Y 2018-19.

(D) Internal Auditor:

Pursuant to the provisions of Section 138 and rule 13 of Companies (Accounts) Rules, 2014 any other applicable provisions of the Companies Act, 2013 and the rules made there under, M/s Ritul Patwa & Company was appointed as the Internal Auditor of the company for the financial year 2017-18 and submitted their report on Internal Audit to the company on quarterly basis.

Further M/s Ritul Patwa & Company, Chartered Accountant (FRN 017878C) has been reappointed as an Internal Auditor of the Company in the meeting of the board of directors held on 21^st May, 2018 for F.Y 2018-19.

11. Management representation:

1. Assets shown under the head Capital W ork-in-Progress in the Balance sheet of the company as at March 31, 2018 were not used during the year.

2. Company has not given any Guarantee for loans taken by others from Banks/Financial Institutions during the Financial year 2017-18

3. Inventory of the Company, has been physically verified by us at reasonable intervals during the financial year 2017-18 and the procedure of physical verification of Stocks followed by us is reasonable and adequate in relation to the size and nature of business of the company

4. There are no undisputed amount payable for a period of more than six months from the date they become payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, P.F., E.S.I. and Investors Education and Protection Fund ,as may be applicable ,which are outstanding as at 31^st March 2018

5. Loans and advances and other Current Assets are realisable at value as stated in the Balance Sheet as at 31st March,2018 as on date.

6. During the financial year from 1^st April, 2017 to March 31, 2018 production of DYNAMIC CABLES LIMITED have been run with Single shift Basis for all units situated at Road No.13, Road No.6, Road No.13, and Reengus unit.

7. Sundry Debtors as on at 31st March, 2018 of Rs.98,26,54,204.83 (Rs. Ninety Eight Crores Twenty Six Lakhs Fifty Four Thousand Two Hundred Four and Eighty Three paise only)as per details here in below are considered as good.

8. All fixed assets have been physically verified by us with reasonable intervals during the year from 1^st April 2017 to March 31, 2018 and no material discrepancies have been noticed. Further no fixed assets have been revalued during the year ended on31.03.18

9. Company does not have any disposable By-products.

10. Inventory as at 31^st March, 2018 is as under:

Particulars (At lower of Cost or Net Realizable Value)	Amount (Rs.)
Raw materials		454,315,462.00
Finished goods		3,154,842.00
Packing material		13,601,992.00
Stores and spares		3,503,084.00
Others (scrap)		548,760.00 475,124,140.00

11. Cash-on-hand is Rs.7, 10,091.00 (Rs. Seven Lacs Ten thousand Ninety One Only) as on 31.03.2018.

12. Company has no work in progress physical stock as at March 31, 2018.

13. Company has not made any payment in Excess of Rupees Ten Thousand in cash for the year ended as on 31st March 2018. All the payments were made according to I.T. Act u/s 40A (3).

14. Company have taken or accepted all loan and deposits and repaid the same as per rules U/s 269 SS/T i.e. through an account payee Cheque or an account payee bank draft during the financial year 2017-18.

15. Total Contingent liabilities are as follows

CONTINGENT LIABILITIES &COMMITMENTS

Particulars	As at 31st March 2018
Contingent Liabilities
(i) Income Tax Demands	2,56,070.00
(ii) Disputed Excise and service tax Demands	63,02,681.00
(iii) Bank Guarantee	590,553,995.00
(iv) Bill Discount	50,860,032.00
(v) Export obligation for duty saved	66,429,704.56
(vi) Other Pending Litigations	37,563,025.00
	751,965,507.56

And also certify that we have booked all contingent liability and have no other contingent liabilities.

12. Vigil Mechanism / Whistle Blower Policy:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the reporting period no personnel was denied access to the audit committee and no complaints were receiving during the period. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.dynamiccables.co.in/vigil-mechanism.html

13. Risk Management:

In todayâs economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013company has developed and implemented Risk management policy including identification of elements of risk. Your Company has identified the following risks:

- Commodity Price Risk

Risk of price fluctuation on basic raw materials used as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

- Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Companyâs dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

- Human Resource Risk

Your Companyâs ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

- Competition Risk

Your Company is exposed to competition risk particularly from China. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

- Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

- Industrial Safety, Employee Health and Safety Risk

The Wires & Cables industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

14. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9, is included in this report as Annexure-G and forms an integral part of this report.

15. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

16. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. Particulars of Loans, Guarantees or Investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

18. Particulars of Contracts or Arrangements with Related Parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Armâs Length Basis. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and rules specified thereunder is provided at Annexure- âCâ.

Further, related party transactions have been disclosed under the Note No. 24 of significant accounting policies and notes forming part of the financial statements in accordance with âAccounting Standard 18â. None of the transactions with related parties were in conflict with the interest of the Company.

19. Listing with Stock Exchanges

Your Companyâs shares are listed on the Bombay Stock Exchange - SME Platform (BSE). Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given. Your company came up with an IPO and from approval of draft prospectus to Listing of company event took place in following manner:

1. Draft Prospectus has been approved by Board of Director in their Board Meeting held on 21.09.2017.

2. BSE In principle approvals has been received on 06.11.2016 and after that final prospectus have been filed with ROC, BSE, SEBI and other concerned authorities on 24.11.2017.

3. Approval of ROC have been received and after that our Public Issue was open from 04.12.2017 to 06.12.2017 and issue was approximate 69.8 times oversubscribed and allotment of the IPO was made to successful applicants on 12.12.2017.

4. Your company got listed on BSE SME on 14.12.2017.

20. Corporate Governance:

According to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company, being a SME Listed Company of BSE Ltd, is exempted from the compliance of corporate governance requirements as provided under regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C, D and E of Schedule V.)Further, the Management Discussion and Analysis Report is also presented in separate sections forming part of the Annual Report.

21. Environment and Safety

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources. Dynamic Cables Limited recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015. Continuous efforts to preserve the environment are pursued.

Employeesâ well-being and safety is of paramount importance to us. Creating a safe and healthy work environment is the most material issue in our operations. The focus is to continuously improve our health and safety performance. Our operations are comparatively safe and do not use significant amount of hazardous materials. All our employees are provided with relevant personal protective equipment according to the nature of work handled. They are also imparted relevant training on safety and handling of hazardous materials.

22. Corporate Social Responsibility Initiatives

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is applicable on your company for the Financial Year 2017-2018.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companyâs website at: http://www.dynamiccables.co.in/CSR-Policy.pdf

The key philosophy of CSR initiatives of the Company is guided by three core commitments:

1. Create meaningful and long lasting impact on the society at large with minimal resource for economic development.

2. Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companyâs profits for social projects.

3. Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting of Scale, Impact and Sustainability.

The Company undertakes CSR initiatives in compliance with Schedule VII to the Act and Policy of the company.

The annual report on CSR activities is annexed herewith marked as Annexure âAâ to this Report.

23. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c)

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2018 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) The Director had laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

f) The Director has devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively

24. Transfer of Amounts to Investor Education and Protection Fund

Your company has not paid any divided in past years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. Management Discussion And Analysis Report

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, Managementâs Discussion and Analysis of the financial condition and results of operations have been provided separately in Annexure âDâ with this Annual Report.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in Annexure- âEâ which forms an integral part of this report.

27. Internal Control Systems And Their Adequacy

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required under laws. The Audit Committee gives valuable suggestions from time to time for improvement of the companyâs business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective

28. Nomination And Remuneration Policy of Directors, Key Managerial Personnel and Other Employees

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the company has approved a policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy For Remuneration To Directors/ KMP/ Senior Management Personnel etc.

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished on the website of the company at http://www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf

29. Formal Annual Evaluation

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Boardâs performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

Performance Evaluation of the Board and Committees

In respect of the Financial Year ended 31st March, 2018, the Board conducted its self-evaluation, that of its Committees and all of its individual Members. Some of the parameters which were taken into account while conducting Board evaluation were: Leadership initiative, Initiative in terms of new ideas and planning for the Company, Professional skills, problem solving, and decision-making, Compliance with policies of the Company, ethics, code of conduct, etc. The evaluation of each of the Board Committees were done on parameters such as Committee meetings are conducted in a manner that encourages open communication, meaningful participation and timely resolution of issues etc.

Performance Evaluation of Non-Independent Directors

The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as Attendance and participations in the Meetings, Raising of concerns to the Board, Safeguard of confidential information, Rendering independent, unbiased opinion and resolution of issues at meetings, Initiative in terms of new ideas and planning for the Company, Safeguarding interest of whistle-blowers under vigil mechanism etc.

Evaluation Outcome

It was assessed that the Board as a whole together with each of its Committees was working effectively in performance of its key functions-effective in decision making, effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities, effective for identifying material risks and reporting material violations of policies and law etc.

The Board is kept well informed at all times through regular communication and meets once per quarter and more often during times of rapid growth or if Company needs merit additional oversight and guidance. Comprehensive agendas are sent to all the Board Members well in advance to help them prepare and keep the Meetings productive. The performance of the Chairman was evaluated satisfactory in the effective and efficient discharge of his role and responsibilities for the day to day management of the business, in line with the strategy and long term objectives.

The Executive Directors and Non-executive Directors provided entrepreneurial leadership of the Company within a framework of prudent and effective controls, with a balanced focus on policy formulation and development of operational procedures. It was acknowledged that the management afforded sufficient insight to the Board in keeping it up-to-date with key business developments which was essential for each of the individual Directors to maintain and enhance their effectiveness. The policy on Board Performance Evaluation has been posted on the Companyâs website at http://www.dynamiccables.co.in/performance-evaluation-policy.pdf

30. Sexual Harassment Policy

The company has a policy on prohibition, prevention and Redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013and the rules framed there under, the Company has formed an Anti-Sexual Harassment Policy.

The following is summary of sexual harassment complaints received and disposed off during the year 2017-18.

- Number of complaints pending at the beginning of the Financial Year: NIL

- Number of complaints received during the Financial Year: NIL

- Number of complaints disposed off during the Financial Year: NIL

- Number of complaints unsolved at the end of the Financial Year: NIL

31. Particulars of Employees

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 no employees drawing remuneration in excess of the limits set out in the said rules. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure-âFâ which forms an integral part of this report.

32. Dematerialisation of Shares

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2018, 100% of the share capital stands dematerialized.

33. Internal Financial Control

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment and continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

34. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website athttp://www.dynamiccables.co.in/code-of-conduct.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

35. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the designated employees have confirmed compliance with the Code.

36. Payment of Listing Fee

Your company has paid Annual listing fee of BSE for the F.Y. 2018-19

37. Cautionary Statement

Statements in this report, describing the Companyâs objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companyâs operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

38. Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continuous support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thank the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.

For and on Behalf of the Board

For Dynamic Cables Limited

Sd/-

Rahul Mangal Place: Jaipur

Chairman& Director Date: September 5, 2018

DIN: 01591411

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