Dynamic Cables Limited — Proxy Solicitation & Information Statement 2024

May 30, 2024

Naina Digitally signed by Naina Gupta Date: 2024.05.30 15:37:26 +05'30' Gupta

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Dynamic Cables Limited Regd. Office: F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan) Phone No.: +91 141 2262589 Fax No.:+91 141 2330182 CIN: L31300RJ2007PLC024139

Email ID: investor.relations@dynamiccables.co.in

CORRIGENDUM TO THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING

This Corrigendum is being issued in continuation of Extra Ordinary General Meeting (EGM) notice dated May 15, 2024 scheduled to be held on Wednesday, June 12, 2024 at 04.00 PM. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The notice of EGM was dispatched to the shareholders of the Company on May 18, 2024 electronically, in due compliance with the provisions of the Companies Act, 2013, as amended, and the rules made thereunder (the “Companies Act”), read with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (“SEBI”), to transact the business stated therein.

This Corrigendum to the EGM Notice (“Corrigendum”) is issued in respect of the following paragraphs (e), (h) & (s) under Explanatory Statement and the last paragraph under “Item No. 2” of the Explanatory Statement to the EGM Notice, to provide certain clarifications pursuant to the suggestions / comments received from National Stock Exchange of India Limited:

1. Under explanatory statement of “Item No. 2” , point (e) should be read as follows:

e) Basis or justification of the price (including premium, if any) at which the offer or invitation is being made alongwith report of the registered valuer & pricing of the preferential issue;

The Equity Shares of Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) only. The Equity Shares of the Company are frequently traded within the meaning of explanation provided in Regulation 164(5) of Chapter V of the SEBI ICDR Regulations. Trading data of NSE, being the Stock Exchange with higher trading volumes for the said period, has been considered for pricing in compliance with Regulation 164 of Chapter V of SEBI ICDR Regulations.

As the Proposed Preferential Issue shall not result in a change in control, or allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company to any of the Proposed Allottee or to allottee(s) acting in concert with any other Allottee(s), the Company is not required to obtain a valuation report from an independent registered valuer in compliance with Regulation 166A(1) of the SEBI ICDR Regulations.

Therefore, in terms of the provisions of Regulation 164(1) of SEBI ICDR Regulations the minimum issue price shall be the higher of the price determined through following methods:

• a) The 90 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. ₹ 433.55/- per Equity Share; or

• b) The 10 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. ₹ 435.47/- per Equity Share;

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Further, as per Regulation 164(4) of SEBI ICDR Regulations, preferential issue of Equity Shares to Qualified Institutional Buyers shall be made at a price not less than the 10 trading days volume weighted average price of the related Equity Shares of the Company quoted on NSE, preceding the Relevant Date, i.e. Rs. 435.47/- per Equity Share.

We also confirm that the Articles of Association do not contain any restrictive provision for Preferential Allotment and doesn’t contain any article which provides for particular method for determination of price in case preferential issue.

Accordingly, the minimum issue price in terms of Regulation 164 of the SEBI ICDR Regulation, is Rs. 435.47 (Rupees Four Hundred Thirty-Five and Forty-Seven Paisa only) per Equity Share being higher of the above two prices which has been rounded off to Rs. 436/- per equity share.

Hence, the issue price is Rs. 436/- which is not less than the minimum price determined in accordance with the applicable provisions of SEBI ICDR Regulations.

2. Under explanatory statement of “Item No. 2” , point (h) should be read as follows:

h) Intention of Promoters, Directors, Key Managerial Personnel, Senior Management Personnel to subscribe to the preferential offer:

Mr. Ashish Mangal, Managing Director and Mr. Rahul Mangal, Non-Executive Director belonging to the Promoters category and their immediate relatives in individual capacity, may be deemed to be interested in the resolution to the extent of the Equity shares proposed to be allotted to the company in which they or their relatives are directly or indirectly interested. Shiv Kripa Pipes Private Limited and Alpana Sharma does not hold any equity shares in the Company as on relevant date. They have applied in the preferential issue for allotment of shares. Both the entities will fall under category of promoter group.

Except them None of the Director, Key Managerial Personnel and / or their respective relatives are, in anyway, concerned or interested, financially or otherwise in the proposed resolution except to the extent of their shareholding in the Company.

Following are the proposed allottees which belongs to Promoter Group of the Company who intend to subscribe to the Equity Shares under the Preferential Issue to that extent promoters are interested:

S No.	Name of Proposed Allottees	Category	No. of shares to be issued	Total Consideration (Rs.)
1	Shiv Kripa Pipes Private Limited (Mr. Ashish Mangal & Mr. Rahul Mangal are Directors and Promoters of the Shiv Kripa Pipes Private Limited and consequently the allottee company is becominga member of Promoters Group)	Promoter Group	Upto 1,15,000	5,01,40,000
2	Alpana Sharma (Allottee individual is Sister of promoter and directors Mr. Ashish Mangal & Mr. Rahul Mangal and consequently becoming a member of Promoters Group)	Promoter Group	Upto 10,000	43,60,000

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3. Under explanatory statement “Item No. 2”, point (s) should be read as follows:

s) Shareholding pattern of the issuer before and after the preferential issue:

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Sr. Pre-Preferential Shareholding Post Preferential Shareholding
Category of shareholding
No. Pattern Pattern
Total No. of % of Total No. Total No. of % of Total No. of
shares of shares shares shares
(A) Shareholding of Promoter and Promoter Group
1 Indian
Individuals / Hindu Undivided 1,64,02,815 67.70%
1,63,92,815 74.47%
Family
1,15,000 0.47%
Bodies Corporate - -
Sub Total (A)(1) 1,63,92,815 74.47% 1,65,17,815 68.17%
2 Foreign
Sub Total (A)(2) - - - -
Total Promoters & Promoter
Group Shareholding 1,63,92,815 74.47% 1,65,17,815 68.17%
(A)=(A)(1)+(A)(2)
(B) Public Shareholdings
1 Institution 14,591 0.06% 5,14,592 2.12%
Sub Total (B)(1) 14,591 0.06% 5,14,592 2.12%
2 Non-Institutions
a)Individual 48,46,789 22.02% 59,12,014 24.41%
b) HUF 4,73,899 2.15% 4,90,367 2.02%
c) Bodies Corporate 85,132 0.39% 5,93,757 2.45%
d) NRIs 1,82,421 0.83% 1,82,421 0.75%
e) Clearing Members 18,353 0.08% 18,353 0.08%
f) Unclaimed Suspense Account - - - -
Sub Total (B)(2) 56,06,594 25.47% 71,96,912 29.71%
Total Public Shareholding
(B)=(B)(1)+(B)(2) 56,21,185 25.53% 77,11,504 31.83%
Shares held by Custodians and
(C) against which depository Receipts - - - -
have
been issued
Sub-Total (C) - - - -
Grand Total (A+B+C) 2,20,14,000 100% 2,42,29,319 100%
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i. Pre-preferential Shareholding pattern has been considered on the basis of Benpos dated Friday, May 10,2024.

ii. In order to keep total % of shareholding as 100%, the % of each category has been rounded off in the best possible manner.

iii. It is further assumed that shareholding of the Company in all other categories will remain unchanged.

iv. The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of equity shares of the Company.

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4. Under explanatory statement “Item No.2” last paragraph should be read as follow:

Mr. Ashish Mangal, Managing Director and Mr. Rahul Mangal, Non-Executive Director belonging to the Promoters category and their immediate relatives in individual capacity, may be deemed to be interested in the resolution to the extent of the Equity shares proposed to be allotted to the company in which they or their relatives are directly or indirectly interested. Shiv Kripa Pipes Private Limited and Alpana Sharma does not hold any equity shares in the Company as on relevant date. They have applied in the preferential issue for allotment of shares. Both the entities will fall under category of promoter group.

Except them none of the Director, Key Managerial Personnel and / or their respective relatives are, in anyway, concerned or interested, financially or otherwise in the proposed resolution except to the extent of their shareholding in the Company.

Members are requested to kindly take note of the aforesaid amendments in the notice and the corresponding corrections before casting their votes.

The Corrigendum to the EGM Notice shall form an integral part of the EGM Notice which has already been circulated to the Members of Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum will also be made available on website of both the stock exchanges i.e., BSE and NSE i.e., www.bseindia.com and www.nseindia.com respectively and on the website of the Company on www.dynamiccables.co.in. All other contents of the EGM Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

Date: 30.05.2024 Place: Jaipur	(Company	By the Order of the Board For Dynamic Cables Limited Naina Gupta Secretary & Compliance Officer) M No. A56881
Registered Office:
F-260, Road No.13, VKI Area, Jaipur-302013		(Rajasthan)
CIN: L31300RJ2007PLC024139