DCX Systems Ltd Directors Report

To,

The Members,

Your directors take immense pleasure in presenting the 14^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2025. Standalone and Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2025 is summarized below:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	11,120.60	14,233.95	10,836.71	14,235.83
Other income	675.65	462.08	800.26	496.45
Total Revenue	11,796.25	14,696.03	11,636.97	14,732.28
Total Expenses	11,248.57	13,842.01	11,033.24	13,786.20
Profit before tax	547.68	854.02	603.73	946.08
Tax expenses	(191.02)	(173.03)	(214.97)	(188.25)
Profit after tax	356.66	680.99	388.76	757.83
Total comprehensive income for the year, net of tax	355.48	661.72	474.35	738.56

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

STATE OF COMPANIES AFFAIRS: Standalone Financial Results:

The standalone revenue from operations decreased to 11,120.60 Mn for FY 2024-25 as compared to 14,233.95 Mn in FY 2023-24. EBITDA for FY 2024-25 stood at 28.82 Mn compared to 700.64 Mn achieved in FY 2023-24. The profit after tax stood at 356.66 Mn for FY 2024-25 as compared to 680.99 Mn in FY 2023-24.

Consolidated Financial Results:

The consolidated revenue from operations is 10,836.71 Mn for FY 2024-25 as compared to 14,235.83 Mn in FY 2023-24. EBITDA for FY 2024-25 stood at 46.12 Mn compared to 798.92 Mn attained in FY 2023-24. The profit after tax stood at 388.76 Mn for FY 2024-25 as compared to 757.83 Mn in FY 2023-24.

For detailed analysis of the performance, including industry overview, changes and outlook, please refer to the Managements Discussion and Analysis section of this Report.

DIVIDEND:

With a view to conserving resources for future operations and growth, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2025. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at i.e., https://dcxindia.com.

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserves during the financial year 2024-25.

EQUITY SHARE CAPITAL:

The Authorized Share Capital of the Company is 25,00,00,000/- divided into 12,50,00,000 Equity Shares of face value of 2/- each and the paid-up-capital is

22,27,72,854/- divided into 11,13,86,427 Equity Shares of face value 2/-.

CHANGE IN PROMOTER OF THE COMPANY:

The Honble National Company Law Tribunal (‘NCLT), Ahmedabad Bench has approved the Scheme of Amalgamation of VNG Technology Private Limited (Transferor Company), the erstwhile Promoter of the Company, with Raneal Technologies Private Limited (Transferee Company), the current Promoter of the Company, under section 230-232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, vide order dated December 11, 2024. The said order became effective on December 30, 2024, i.e. the date on which certified true copy of the NCLT Order was filed with the Registrar of Companies by the Transferor Company and Transferee Company. Because of the aforesaid Scheme of Amalgamation becoming effective, the transferor company, i.e. VNG Technology Private Limited (Erstwhile Promoter of the Company) has dissolved without being wound up and Raneal Technologies Private Limited has become the Promoter of the Company.

DISCLOSURES: a. During the year under review, your Company has not revised the financial statements. b. There has been no change in the nature of business of the Company as on the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review, which forms part of this Report as Annexure - 1.

DETAILS OF SUBSIDIARY COMPANIES:

As of March 31, 2025, the Company has two wholly owned subsidiaries: M/s. Raneal Advanced Systems Private Limited, India, and M/s. Niart Systems Limited, Israel, pursuant to sub-section (3) of section 129 of the Companies Act, 2013. Further, both entities are considered material subsidiaries in accordance with Regulation 16(1)(C) and 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The statement containing the salient features of the financial statement of the Company subsidiaries are given in the prescribed form AOC-1, as Annexure - 2.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

DEPOSITORY SYSTEM:

The Companys equity shares are tradable only in electronic form. As on March 31, 2025, 100% of the Companys total paid up capital representing 11,13,86,427 equity shares are in dematerialized form.

PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure - 3 to this Boards report.

BOARD OF DIRECTORS:

As of March 31, 2025, the Board of the Company comprised

6 Directors out of which 3 Executive Directors and 3 Non-Executive Independent Directors, one of whom is a Women Independent Director. The composition of the Board of Directors as on March 31, 2025 was in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS:

During the year under review, the Board of Directors met 09 (Nine) times on the following dates:

1. April 10, 2024	6. November 12, 2024
2. May 16, 2024	7. January 02, 2025
3. June 17, 2024	8. February 06, 2025
4. August 12, 2024	9. March 21, 2025
5. August 22, 2024

AUDITORS:

I. STATUTORY AUDITORS:

M/s. NBS & Co. [ICAI FRN No. 110100W] Chartered Accountants were appointed as Statutory Auditors of the Company by the Shareholders at the 11^th Annual General Meeting held on July 28, 2022 for a period of 5 years, who will act as Statutory Auditors of the Company till the conclusion of the 16^th Annual General Meeting of the Company.

II. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, to conduct Secretarial Audit of the Company.

Based on the recommendations of the Audit Committee and the Board of Directors at its meetings held on May 27, 2025 CS Pramod S, (ICSI Membership No: A36020 and COP 13335) Practicing Company Secretary, Bengaluru, is proposed to be appointed as a Secretarial Auditor of the Company to hold office for a term of 5 (five) years commencing from the financial year 2025-26 to financial year 2029-30 subject to approval of the Shareholders in the ensuing Annual General Meeting of the Company as required under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

III. COST AUDITOR:

The Company has maintained cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 and requirement of cost audit is not applicable as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 read with rule 10.2.4 (3) of Companies (Cost Records and Audit) Rules, 2014, as the Company carrying out its operations in Special Economic Zone.

IV. INTERNAL AUDITOR:

M/s. P P B N & Co [ICAI FRN 002694S], Chartered Accountants, was appointed as an Internal Auditors for conducting the internal audit of the Company for the financial year 2024-25, who conducted the internal audit periodically and submitted their reports to the Audit Committee and the Board. Further, the Board has appointed Rajagopal A and Co [ICAI FRN 027895S], Chartered Accountants, as an Internal Auditors for the financial year 2025–26, based on the recommendation of the Audit Committee.

STATUTORY AUDITORS REPORT:

The Auditors Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, "with an unmodified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of the Annual Report. The Auditors Report is unmodified and there are no qualifications or adverse remarks in their Report. Also, no frauds in terms of the provisions of Section 143(12) of the Companies Act, 2013 have been reported by the Statutory Auditors in their report for the year under review.

SECRETARIAL AUDIT REPORT:

The report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as Annexure - 4 to this Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors (Statutory Auditors and Secretarial Auditors) in their report. Hence, no comments are offered by the Board of Directors.

INTERNAL CONTROL SYSTEMS AND THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Companys internal financial controls are commensurate with the scale and its operations. The Company has laid down guidelines, processes and structures, which enable the implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies, processes and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

EMPLOYEE STOCK OPTION PLANS (ESOPS):

The Company has not formed any Employees Stock Option during the year.

VIGIL MECHANISM/ WHISTLE-BLOWER:

Pursuant to provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly established Whistle Blower Policy as part of vigil mechanism for observing the conduct of Directors and Employees and report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct to the Chairman of the Audit Committee. This mechanism also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

The said policy is available on the website of the Company i.e., https://dcxindia.com.

During the year under review, the Company has not received any complaints under the said mechanism.

BUY BACK OF SHARES:

Your Company has not bought back any shares during the year.

RISK MANAGEMENT POLICY:

The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consisting of Executive Director and Non-Executive Independent Directors to identify and assess business risks and opportunities. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

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 are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courts or tribunals impacting on the going concern status and Companys operations in future.

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR: Directors

During the year, the Board of the Company was duly constituted in line with the requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For more details, please refer to the relevant section of Corporate Governance forming part of this Report.

Further, during the year, the following changes occurred in the composition of the Board of Directors:

i. Mr. Panchangam Nagashayana, an Independent Director of the Company, passed away on July 08, 2024.

Mr. Panchangam Nagashayana served on the Board with dedication and integrity, and the Company greatly benefited from his guidance and expertise. The Board and management extend their heartfelt condolences to his family and acknowledge his significant contributions.

ii. Mr. Neal Jeremy Castleman resigned as Director with effect from October 09, 2024.

iii. Mr. Diwakaraiah Neriga Jagannatheswar was appointed as an Additional Executive Director with effect from June 28, 2024 and further, regularised as an Executive Director in the Annual General Meeting held on September 26, 2024.

iv. Mr. Prakash Nagabushan was appointed as an Additional Independent Director with effect from August 01, 2024, and he further regularised as an Independent Director in the Annual General Meeting held on September 26, 2024.

v. Mr. Ramegowda Shiva Kumar was appointed as an Additional Executive Director with effect from January 02, 2025, and he further regularised as an Executive Director on March 15, 2025.

Key Managerial Personnel (KMP)

During the year, Mr. Diwakaraiah Neriga Jagannatheswar was appointed as Chief Financial Officer (CFO) of the Company with effect from April 11, 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declaration to the Company under Section 149(7) of the Companies Act, 2013 (the Act) that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). All independent directors of your Company have also given declarations to the Company under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of management. The Independent Directors have affirmed compliance with the Code of Conduct.

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. The composition of Independent Directors is an optimum mix of expertise (including financial expertise), leadership and professionalism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, all transactions with related parties were entered into at arms length basis and in the ordinary course of business.

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 as Annexure - 5.

HUMAN RESOURCES:

Your Company is determined to accelerate its growth story by responding to the changing needs of diverse work groups by fostering an engaging work environment, to constantly build the unique capabilities and skills of the people. Robust Human Resource policies are in place which enables building a stronger performance culture and at the same time developing current and future leaders.

The employee strength of the Company, at the end of Financial Year i.e., March 31, 2025 was 140.

Further, your Board of Directors report that, Policy against Sexual Harassment at workplace is in line with the requirement of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and that the employees have been advised to address their grievances under this Act for redressal. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has zero tolerance on sexual harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure in relation to Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Particulars	Number of Complaints
1 Number of complaints filed during the financial year	Nil
2 Number of complaints disposed of during the financial year	Nil
3 Number of complaints pending as at the end of the financial year	Nil

During the year, the Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings & outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure - 6 to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee has been entrusted with the prime responsibility of recommending to the Board, the CSR activities to be undertaken by the Company in terms of CSR Policy, the amount of expenditure to be incurred and monitoring the implementation of the framework of the CSR Policy.

The Annual report on CSR as per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been given in Annexure - 7 forming part of this Report.

The CSR Policy of the Company is available on the website of the Company at https://dcxindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

A detailed BRSR in terms of the provisions of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 is enclosed as Annexure - 8 form part of this Report.

CORPORATE GOVERNANCE:

Your Company provides utmost importance to the best governance practices and are designed to act in the best interest of its stakeholders. The Board of Directors reaffirm their continued commitment to good corporate governance practices. The fundamentals of Governance at the Company includes transparency, accountability, integrity and Independence.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from CS. Pramod S, (ICSI Membership No: A36020, COP 13335) confirming compliance is enclosed as Annexure - 9 to and forms an integral part of this Report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the board was evaluated by the Board after seeking input from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after obtaining input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors, Performance of Non-Independent Directors, the Board as a whole and the 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 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, the performance of the Board, its committees, and the Individual Director were also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

FAMILIARISATION PROGRAMME FOR BOARD MEMBERS:

The familiarization programs aim to make the Independent Directors of the Company familiar with the business and operations of the Company. The Company organised such program for directors during the year under review and have plans for more such programs as and when required to update the Board on their roles and responsibilities as per requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said familiarization programs are placed on the website of the Company i.e., https://dcxindia.com.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 shall state that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c. 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.

d. the directors had prepared the annual accounts on a going concern basis; and e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. 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.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report. As and when the need arises to appoint Director, KMP and Senior Management Personnel, the Nomination and Remuneration Committee (NRC) of the Company determines the criteria based on the specific requirements. NRC, while recommending candidatures to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company have constituted the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

The details with respect to the composition, number of meetings, attendance, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of this Report.

DETAILS OF AMOUNT RECEIVED FROM A DIRECTOR OF THE COMPANY:

During the year under report, the Company has not received any amount from any Director of the Company pursuant to Rule 2 (1)(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (‘ICSI):

In terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to the Meetings of the ‘Board and ‘General Meetings, respectively, as specified by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

ANNUAL RETURN:

The Annual Return of the Company as per the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013, is available on the website of the Company https://dcxindia. com/investors/annual-report-and-annual-return-2/

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend that was required to be transferred to the Investor Education and Protection Fund.

DEPOSITS:

The Company has neither accepted nor renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AWARDS RECEIVED DURING THE YEAR:

During the year, the following awards were received:

1. Awarded Global Achievers Award for setting a benchmark for innovation and excellence in Defence Industry to Dr. H S Raghavendra Rao, Chairman and Managing Director, recognising for his global impact and leadership in the industry, from Vishwavani at Maldives.

2. Awarded Veera Kannadiga Award to Dr. H S Raghavendra Rao, Chairman and Managing Director, for his remarkable achievements and contributions to the defence industry from ZEE Kannada News at Bengaluru.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (Code) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulating trading in securities by the Directors, Designated Employees and Connected Persons of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in the shares of the Company by its Directors, Designated Employees, their immediate relatives and Connected Persons.

The Code requires pre-clearance approval for dealing with the Companys shares for all transactions by the Directors and Designated Employees (together called Designated Persons) and prohibits the purchase or sale of the Companys securities by Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company. The Company Secretary is responsible for the implementation and monitoring of the Code. The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://dcxindia.com. The Company regularly and timely intimates the designated persons and connected persons for non-trading in the shares of the Company whenever UPSI is available and also, the Company takes steps to freeze the PAN of designated and connected persons at the platform of the CDSL i.e. the Companys designated Depository Participant for non-dealing of shares of the Company whenever the trading window closes for declaration of financial results.

INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, no settlements were made by the Company with any Banks or Financial Institutions.

DETAILS OF PENALTIES/PUNISHMENT/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS REPORT:

There were no penalties/punishment/commitments affecting the financial position of the Company between the end of the financial year and the date of the Boards Report.

INSURANCE:

Your Company has taken appropriate insurance for all assets as per general industry practice.

OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review; i. Issue of equity shares with differential rights as to dividend, voting or otherwise. ii. Issue of shares (including sweat equity shares) to employees of the company under ESOP or any other scheme. iii. The Managing Director of the Company has not received any remuneration or commission from the subsidiary.

GREEN INITIATIVE:

We request all shareholders to support the ‘Green Initiative of the Ministry of Corporate Affairs and the Company, by enabling the service of the Annual Report, Annual General Meeting Notice and other documents through electronically to your email address registered with your Depository Participant/ Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to all Stakeholders, Investors, Customers, Vendors, Banks, Rating Agency, Central and State Governments, the Companys valued investors and all other business partners, for their assistance and continued co-operation during the year under review.

Your Directors also place on record their deep sense of appreciation for the dedicated service of the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Dr. H S Raghavendra Rao	Shivakumar R
Place: Bengaluru	Chairman & Managing Director	Executive Director
Date: 02.09.2025	DIN: 00379249	DIN: 08678987