DC Infotech & Communication Ltd Directors Report

To,

The Members,

DC Infotech & Communication Limited

Your Directors have pleasure in presenting the Seventh Annual Report on business and operations along with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL HIGHLIGHTS The highlights of the Financial Results are:

(Amount Rs. in Lacs)

Particulars	March 31, 2025	March 31, 2024
Revenue from Operations and Other Income	55,719.00	46,065.79
Less: Expenses	53,716.08	44,502.18
Profit Before Tax	2,002.92	1,563.61
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Less: Tax Expenses	552.95	402.64
Profit after Tax	1,449.97	1,160.96
Balance brought forward	2,673.76	1,512.80
Amount available for Appropriation,
Add: Share Premium Account	1,199.20	680.00
Less: Share Premium transferred to Equity Share Capital for Bonus	-	-
Less: Dividend Paid	-	-
Less: Dividend Distribution Tax Paid	-	-
Balance carried to Balance Sheet	5,322.93	3,353.76
Earnings per Share (Basic)	10.72	9.51
Earnings per Share (Diluted)	9.30	9.39

STATE OF COMPANY S AFFAIRS

The year gone by has been really profitable. The Company s total revenue increased to Rs. 55,719.00 Lacs as compared to Rs. 46,065.79 Lacs in the previous year marking an increase by Rs. 9,653.21 Lacs.

The Company s Net Profit after Tax stood at Rs. 1,449.97 Lacs as compared to Rs. 1,160.96 Lacs in the previous year registering an increase of by Rs. 289.01 Lacs.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company, during the period, under review.

DIVIDEND

In order to conserve the financial resources for the further growth and aiding the financial resources, your directors have decided not to recommend any dividend for the financial year ended 31 st March, 2025.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR Regulations ), the Board of Directors of the Company has adopted a Dividend Distribution Policy ( Policy ) which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy can be accessed on the website of the Company at https://dcinfotech.com/investor-relationship.php.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to reserves during the year under review.

SHARE CAPITAL

Authorised Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025 is Rs. 17,00,00,000 divided into 1,70,00,000 Equity Shares of Rs. 10/- each.

Issued and Paid up Share Capital and Warrants:

The Company has issued 4,00,000 Fully Convertible Warrants on preferential basis at an issue price of Rs. 235/- each (Rupees Two Hundred Thirty-Five only) aggregating to Rs.9,40,00,000 (Rupees Nine Crore Forty Lakhs only) on 13th August 2024.

The Company has converted 5,00,000 and 6,80,000 warrant into equity shares being 100% funds received by warrant holders on September 17, 2024 and November 14, 2024 respectively.

With the above change, the paid-up share capital of the Company as on March 31, 2025, stands at Rs. 14,18,00,000/- having 1,41,80,000 Equity shares of Rs. 10/- each.

ANNUAL RETURN

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2025 is available on the Company s website on https://www.dcinfotech.com/investor-relationship.php.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with norm specified in the SEBI Regulations with the Stock Exchange.

During the year there have been no change in directorship of the Company.

Re-appointment of Directors

During the year the company has reappointed following Executive and Independent Directors:

Re-appointment of Mrs. Lipee Varun Vasani (DIN: 08521484) as an Independent Director of the Company for a second term of 5 years.

Re-appointment of Mrs. Sneha Pratik Satyuga (DIN: 08456107) as an Independent Director of the Company for a second term of 5 years.

Re-appointment of Mr. Devendra Kishorkumar Sayani (DIN: 06731484) as a Whole-time Director.

Re-appointment of Mr. Chetankumar Hasmukhlal Timbadia (DIN: 06731478) as the Managing Director.

Retirement of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jayeshkumar Kishorekumar Sayani (DIN 08332277) director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment at the ensuing AGM. Appropriate resolution for his reappointment is being placed for approval by the Shareholders of the Company at the ensuing AGM.

Key Managerial Personnel

Further, during the year under review, there is no change in the key managerial personnel of the Company and Mr. Chetankumar Hasmukhlal Timbadia-Managing Director, Mr. Devendra Kishorkumar Sayani-Whole-Time Director, Mr. Bhavesh Singh-Chief Compliance Officer and Company Secretary and Mr. Piyush Shah-Chief Financial Officer are key managerial personnel of the Company.

Declaration by Independent Director

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and Regulation 16(b) of the SEBI LODR Regulations.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity.

BOARD MEETINGS

During the year, Eight Meetings of Board of Directors were convened and held and details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR Regulations.

Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013 and regulation 25 of the SEBI LODR Regulations, a Separate Meeting of Independent Directors was held on February 13, 2025, for transacting the business prescribed under the said provisions.

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 read with the rules made thereunder and regulation 18 of the SEBI LODR Regulations, the Board of Directors has duly constituted Audit Committee.

The detailed terms of reference, constitution and other relevant details of Audit Committee have been given in the Corporate Governance Report forming part of this Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

Further, in terms of section 177(8) of the Companies Act, 2013, there were no such instances where the Board of Directors have not accepted the recommendations of the Audit Committee during the 2024-25.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 read with the rules made thereunder and regulation 19 of the SEBI LODR Regulations, the Board of Directors has duly constituted Nomination and Remuneration Committee.

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee, has put in place a Nomination and Remuneration Policy of the Company. The detailed terms of reference, constitution and other relevant details of Nomination and Remuneration Committee have been given in the Corporate Governance Report forming part of this Report.

The Company s remuneration policy is driven by the success and performance of the individual employees, senior management, Executive Directors of the Company and other relevant factors including the following criteria: a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and employees.

b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and c) Remuneration to Directors and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Senior Management and all other employees is as per the Remuneration Policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178(5) of the Companies Act, 2013 read with the rules made thereunder and regulation 20 of the SEBI LODR Regulations, the Board of Directors has duly constituted Stakeholders Relationship Committee. The detailed terms of reference, constitution and other relevant details of Stakeholders Relationship Committee have been given in the Corporate Governance Report forming part of this Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134(3)(n) of the Companies Act, 2013 read with the rules made thereunder and regulation 21 of the SEBI LODR Regulations, the Company has constituted a Risk Management Committee of the Board and also has in place a Risk Management Policy approved by the Board which focuses on the determination of Company s risk identification, assessments, risk mitigation strategies, risk quantification and risk evaluation etc.

The objective of the Risk Management is to identify the risks impacting the business and formulate strategies / policies aimed at risk mitigation as part of risk management.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 read with the rules made thereunder and regulation 22 of the SEBI LODR Regulations, the Company has formulated and implemented Vigil Mechanism / Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud or violation of the Company s code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. The policy also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company at https://dcinfotech.com/investor-relationship.php.

During the year under review, the Company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of the Code of Conduct for Board of Directors and Senior Management Personnel.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations, the Independent Directors met once during the year i.e. on February 13, 2025 without the presence of Non-Independent Directors, Executive Directors and management representatives.

The Independent Directors inter alia discussed the performance of the Board, Non-Independent Directors, Chairperson, the management of the Company, matters arising out of the Board and Committee meetings and assessed the quality, quantity and timeliness of flow of necessary information between the management and the Board, required for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting. The Independent Directors expressed their satisfaction with reference to governance standards adopted by the Company and advised strategic road-map for overall functioning of Board processes and Company management.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes. The details of familiarisation provided to the Directors of the Company are available on the Company s website at https://dcinfotech.com/investor-relationship.php.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

As per Schedule IV to the Companies Act, 2013 a separate meeting of Independent Directors was held to reviewed the performance of Non Independent Directors, the Board as a whole, and the Chairman of the Company.

Criteria for evaluation of Board as a whole i. The frequency of meetings; ii. The length of meetings; iii. The administration of meeting; iv. The number of committees (if any) and their roles; v. The flow of information to board members and between board members; vi. The quality and quantity of information; and vii. The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices; ii. Ability to contribute by introducing best practices to address top management issues; iii. Participation in long term strategic planning; iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities; v. Guiding strategy; vi. Monitoring management performance and development; vii. Statutory compliance & corporate governance; viii. Attendance and contribution at

Board /Committee (if any) meetings; ix. Time spent by each of the member; and x. Core competencies.

CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

The policy of the Company on Criteria of making payments to Non-executive Directors is uploaded on to the Company s website and the same is available at https://dcinfotech.com/investor-relationship.php.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANIES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is appended as to the Board s report.

In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Information Required under Section 197 of the Act read with rule 5(1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 A. Remuneration of each Director & Key Managerial Personnel, percentage of increase during the FY 2024-25, the ratio of the remuneration of each of the director to the median remuneration of the employees of the company for the financial year 2024-25 is marked as Annexure-A.

STATUTORY AUDITOR AND AUDIT REPORTS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company had appointed M/s. DGMS & Co, Chartered Accountants (Registration No. 0112187W), as the Statutory Auditors of the Company to hold office for a second term of 5 years, from the 06 th GM held on 28th September, 2024 until the conclusion of the 11th AGM of the Company.

The Statutory Auditors have given a confirmation to the effect that they are eligible to be appointed and not disqualified from continuing as the Statutory Auditors.

The Auditors Report on the financial statements for the financial year 2024-25 is self-explanatory and do not call for any further explanation of the Board.

During the Period under review, no matter of actual or alleged fraud were reported by the Statutory Auditor to the Board.

The Auditors Report on the financial statements of the Company for the year ending March 31, 2025 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the Annual Report.

COST AUDIT AND COST RECORDS

During the relevant period, for the purpose of Section 148 of the Companies Act, 2013 read with the rules made thereunder, maintenance of cost records and requirement of cost audit are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORTS

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors had appointed Mr. Dilip Gupta, Practicing Company Secretary (Membership No. 21727, COP No. 21634), as Secretarial Auditor of the Company for the financial year 2024-25 for conducting the Secretarial Audit as required under the provisions of Companies Act, 2013.

The Secretarial Audit Report given by Mr. Dilip Gupta in Form No. MR-3, is annexed as Annexure- B to this report. There is no qualification, reservation or adverse remark in the secretarial audit report for the year ended March 31, 2025. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, upon the recommendation of the Audit Committee, the Board of Directors approved and recommended for shareholders approval the appointment of Mr. Dilip Gupta, Practicing Company Secretary (Membership No. 21727, COP No. 21634) for a term of 5 (five) years beginning from FY 2025-26 to FY 2029-30, on such terms of remuneration, including reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditor.

In connection with the proposed appointment, Mr. Dilip Gupta, Practicing Company Secretary, confirmed the eligibility and independence to conduct the Secretarial Audit. A resolution seeking the approval of the Members for this appointment is included in the Notice of the AGM.

The Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder was obtained from

Mr. Dilip Gupta, Secretarial Auditor. The report is uploaded on the website of the company at https://dcinfotech.com/investor-relationship.php.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s Gaurav Radia, Chartered Accountants, Mumbai, as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

During the year, the Company has not granted any loans, make Investments and given Guarantees under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements entered into by the Company with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this Board s Report. The Company has developed a RPT Policy for the purpose of identification and monitoring such transactions.

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations. All Related Party Transactions (RPTs) are placed before the Audit Committee and the Board for approval, if required. All RPTs that were entered into during the financial year were on arm s length basis and in the ordinary course of business.

The Policy on RPT as approved by the Board of Directors of the Company is available on the Company s website at https://dcinfotech.com/investor-relationship.php.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There was no significant material order passed by any regulator or court or tribunal impacting the going concern status of the Company and its future operations.

HUMAN RESOURCES

A. Employee Relations

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

B. Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Trading and Distribution activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Company s operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

Particulars	2024-25	2023-24
	(in Rs. Lacs)	(in Rs. Lacs)
Foreign Exchange Earnings	2,045.63	985.28
Foreign Exchange Outgo	21,822.97	17,971.82

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at https://dcinfotech.com/investor-relationship.php.

MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The Company has converted 2,40,000, 6,70,000 and 9,10,000 warrant into equity shares being 100% funds received by warrant holders on April 09, 2025, June 20, 2025 and June 27, 2025 respectively.

With the above change, the paid-up share capital of the Company as on the date of this report, stands at Rs.

16,00,00,000/- having 1,60,00,000 Equity shares of Rs. 10/- each.

The Board of Directors has proposed to incorporate a Wholly Owned Subsidiary of the Company in the United Arab Emirates (UAE) to further expand the Company s business operations internationally.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI LODR Regulations is annexed herewith as Annexure-D and forms part of the Boards Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI LODR Regulations is separately annexed herewith as Annexure-E and forms part of this Annual Report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility Committee. The details of Committee are provided in Corporate Governance Report.

During the year, the Company has spent Rs. 23,00,000/- on CSR activities as annexed herewith Annexure-F to this report.

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As the per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ), the Company has formulated and implemented a Policy on Prevention of Sexual Harassment of Women at Work Place under the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 .

During the financial year 2024-25, there were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as at the end of the financial year 2024-25.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017. All eligible women employees are extended benefits in accordance with the law, including paid maternity leave and, where applicable. The Company continues to maintain a gender-inclusive and supportive workplace environment.

Gender wise Employee Data

No of Male: 76 No of Female: 24 No of Transgender: Nil

GREEN INITIATIVE

The Ministry of Corporate Affairs ( MCA ) has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the members who request for physical copies, will be provided the same.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

1) That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2) That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for the year under review;

3) 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;

4) That the annual accounts have been prepared on a going concern basis.

5) That proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

6) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

OTHER DISCLOSURES

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

ii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2025.

iii. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

iv. No disclosure is required under

Section 62(1)(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rule made thereunder are not applicable.

v. No disclosure is required under

Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the period under report by the bankers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of Board of Directors DC Infotech & Communication Limited

ChetankumarTimbadia	Devendra Sayani
Whole-Time Director	Managing Director
DIN: 06731478	DIN: 06731484

Place: Mumbai Date: 07-08-2025

Registered Office:

Unit No.2, Aristocrate, Lajya Compound, Mogra Road, Andheri (E), Mumbai - 400069, Maharashtra, India Telephone No. 022 28329000(Hunting), Email: info@dcinfotech.com website : www.dcinfotech.com

Information as required under the Companies (Appointment and Remuneration of Managerial Personnel Rules), 2014

Sr. No. Name of the employee	Designation of the employee	Remu nerati on Recei ved	Natur e of empl oyme nt whet her contr actua l or other wise	Quali ficati on and exper ience of the empl oyee	Date of Comme ncemen t of employ ment	Ag e	Last empl oym ent held	The Perc enta ge of Equit y Shar es held	Whether any such employee is a relative of any director or manager of the company and if so, name of the such Director or manager
1 Mr.	Managing	60	Contr	BE -	15 th	56	NA	23.7	NA
Chetankumar	Director	Lacs	actual	Comp	January,			9%
Hasmukhlal				uter	2019
Timbadia
2 Mr. Devendra	Whole Time	60	Contr	BE -	15 th	57	NA	19.0	Mr.
Kishorkumar	Director	Lacs	actual	Electr	January,			4%	Jayeshkum
Sayani				onics	2019				ar Sayani

Details of the ration of remuneration of each Director to the median employees remuneration

Median Remuneration of the employees of the company for the financial year is Rs. 5,83,476

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Sr. Name of the Director	Ratio of remuneration to the
No.	median remuneration of the
	employees
1 Mr. Chetankumar Hasmukhlal Timbadia	10.28
2 Mr. Devendra Kishorkumar Sayani	10.28
(ii) The Percentage increase in remuneration of each Director, Company secretary, if any, in the financial year
Sr. No. Name of the Director	% Increase over last F.Y.
1 Mr. Chetankumar Hasmukhlal Timbadia	Nil
2 Mr. Devendra Kishorkumar Sayani	Nil
(iii) The Percentage increase in the median remuneration of employees in	30.52%
the financial year
(iv) The number of Permanent employees on the rolls of the Company	100
(VIII) Average Percentile Increase already made in the salaries of employee	Not Applicable
other than the managerial personnal 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

We hereby confirm that the remuneration is as per the Companies Act, 2013 and policy adopted by the Company.