DRC Systems India Ltd Management Discussions

MACRO-ECONOMIC INDUSTRY OVERVIEW

With increasing geo-economic fragmentation, financial sector vulnerabilities, and the climate crisis, businesses are struggling to find their footing. Digital transformation has emerged as the lifeline many organizations are looking for - not just to survive, but to build something more consistent and customer-focused than what came before. Global IT service providers offer a wide range of services, including software development, digital transformation, IT business solutions and consulting, research and development, technology infrastructure, and business process services. They are equipped to help enterprises across diverse sectors tackle current challenges. These providers back their claims with their expertise to support organizations in various industries. The focus of IT projects has shifted from external, such as revenue generation and customer experience, to more internal, including fixing operational inefficiencies and refining internal processes.

The IT services sector is experiencing significant momentum. Throughout the fiscal year 2025 were seeing clients pour money into cost optimization, operational excellence, and digital transformation projects. They are improving vendors, seeking productivity gains, undertaking customer experience projects, driving innovation in products and services, managing talent, exploring the future of the workplace and workforce, and implementing environmental, social, and governance (ESG) initiatives. Meanwhile, the software spending is surging as organizations figure out how to stop struggling with outdated systems and need to invest more in platforms that can drive real results, like enterprise resource planning (ERP) and customer relationship management (CRM) systems.

Worldwide IT spending is expected to total $5.62 trillion in 2025, an increase of 9.8% from 2024, according to the latest forecast by Gartner, Inc. Spending in the Indian information technology (IT) sector is projected to reach significant growth, with a continued focus on double-digit growth rates across key segments, according to recent projections from Gartner. The growth is expected in all major segments, including software, devices, IT services, and data center systems.

Segment	2024 Spending	2024 Growth (%)	2025 Spending	2025 Growth (%)
Data Center Systems	329,132	39.4	405,505	23.2
Devices	734,162	6.0	810,234	10.4
Software	1,091,569	12.0	1,246,842	14.2
IT Services	1,588,121	5.6	1,731,467	9.0
Communications Services	1,371,787	2.3	1,423,746	3.8
Overall IT	5,114,771	7.7	5,617,795	9.8

Source: Gartner (January 2025)

DRC Systems Business & Its Overview

Solving Client Challenges with Digital Solutions

DRC Systems India Limited is an IT services, consulting and business solutions company delivering high-quality and effective solutions through IT for the global market by creating a professional environment for our talent, stakeholders, and clients. Ever since it was established in 2012, the primary focus has been on achieving smooth results through innovation and creativity. With skilled teams of developers, project managers, and strategists, DRC Systems is dedicated to helping our customers tackle their business challenges by providing customized software development solutions.

DRC Systems serves a global customer base across Europe, the United States, the Middle East, Asia-Pacific, Australia, and India. The company focuses on key industry verticals including financial services, retail and consumer, education, and the public sector.

DRC Systems broad range of technology services enables it to build stronger relationships with its clients, increasing organic growth and strategic transactions. The company has expanded its portfolio by combining organic expansion and strategic acquisitions. This diversified approach allows DRC Systems to develop deeper client relationships and effectively cross-sell across different service lines. The company has successfully designed and implemented its service framework to meet the needs of both small and large corporations in India and abroad. DRC Systems strong business model generates consistent revenue with profitable earnings, validating the strength and sustainability of its operations.

Human Resources

Our workforce represents the cornerstone of both customer success and DRC Systems continued growth. Our skilled and dedicated workforce has constantly adapted itself to the dynamic needs of our customers and technological changes. They have been crucial in delivering relevant solutions and services to our clients, thereby exceeding industry benchmarks. Our model is based on the belief that what is good for our people and our customers is good for DRC Systems. This philosophy has allowed us to improve our future work strategy by introducing balance and flexibility in the workplace. As a result, we have created programs, policies, and practices to enhance the wellbeing, engagement, and skill development of our workforce. These practices will establish the foundation of our program and make it more future-ready.

DRC Systems recognizes its responsibility to establish positivity, security, and supportiveness in its workforce environment. We also have a clearly defined Code of Conduct to ensure that ethical business practices are maintained at all levels of the organization. To align organizational objectives with employee performance, the company has established a fair and objective performance management system. Our appraisal processes allow us to recognize and reward top-performing employees with competitive compensation packages.

To further enhance the skills and overall development of our employees, we regularly conduct training programs. These initiatives not only sharpen existing abilities but also help us identify any skill gaps within our talent pool. In such cases, we take necessary steps to address these gaps in the most effective manner possible.

DRC Systems actively identifies and onboards a variety of professionals, including developers, architects, project leaders, and middle management. We also highly emphasize hiring talented students who have consistently displayed high levels of meritocracy from multiple campuses in India. At DRC Systems, we emphasize employee engagement and actively support skill development to keep pace with rapid digital transformation. Recognizing the value of a diverse and inclusive workforce, the company actively promotes gender diversity and strives for balanced representation. This is why 22% of the total workforce comprises women, contributing to improved innovation and guiding our business strategies. In todays competitive market, it remains important to attract and retain incredible software engineers with graduate or postgraduate degrees in engineering, equipped with relevant technical skills.

We focus highly on our employees, prioritizing their mental health, skill development, and the expansion of our talent pool. The culture and work environment serve as a reason for the pride of our company, as we strive to create a supportive and nurturing atmosphere. We are committed to continuously investing in its employees, ensuring they have the right approach to unlock their full potential. As of March 31, 2025, the team at DRC Systems consisted of 216 employees.

Age Group	Male	Female	Total
20-30	93	33	126
31-40	62	13	75
41-50	13	2	15
51-60	-	-	-
Total	168	48	216

Talent strategy

Given the competitive talent landscape in the global IT sector, we continue to attract and retain skilled professionals at DRC Systems. This year, we have focused on understanding the various needs of a multigenerational team and executing strategies that align with their aspirations. To improve the experience of potential candidates, we upgraded our talent acquisition systems, particularly for offshore hiring. The new process brings higher speed and accuracy to the identification and onboarding of talent. A key area of progress has been in our internal teams and processes. By prioritizing internal mobility, were not only reducing external hiring efforts but also creating meaningful growth opportunities for our team members. This approach supports career upskilling while ensuring that business needs are met by people who already understand our culture and values. At DRC Systems, we personalize our every approach regarding talent development, aligning individual goals with organizational priorities so that our teams can deliver consistent, high-quality outcomes for our clients.

Initiatives to Enhance our Employee Value Proposition

At DRC Systems, we are determined to create an environment where work is meaningful, teams share a purpose, and each individual feels empowered to contribute to something larger than themselves. We believe in both personal and professional growth, which is why our employees are encouraged to build their skills, explore new career paths, and take ownership of their development. This not only shapes their future but also strengthens our organization as a whole. Our culture is built on collaboration, support, and shared ambition. It enables every employee to move forward with confidence, knowing they are part of a community that values their journey and stands with them every step of the way.

Employee Experience

We strive to create an incredible employee experience by designing consistent and best-in-class policies, processes, programs, and systems, by focusing on creating Experience by Design. We collect employee feedback to enhance our offerings and develop positive experiences. We are determined to build memorable moments that matter and use technology to promote the right behavior among managers and teams. A few initiatives in fiscal 2025:

• Skill Development Workshops: To improve our employees talent and inform them about current market trends and industry standards.

• Digital Efforts: We have enhanced our people practices with technology and automation to achieve quicker workforce efficiency, engagement, transformation, and innovation.

• Celebrations & Cultural Activities: Birthday celebrations and team-building activities to reduce work stress and keep them relaxed. This improves team bonding and overall productivity of our employees.

• People analytics: Analytics played a critical role in planning interventions during the last financial year. Advanced modelling tools, along with employee Pulse analytics and manager dashboards, helped us improve our talent strategy and retention. We also leveraged analytics effectively in the move to hybrid work.

Prospective Busainess Opportunities

• Artificial Intelligence (AI): Initiatives are expected to grow, focusing on new products, pricing optimization, targeting new clients in a recessionary environment, promotional impact, and channel efficiency. Most of the AI projects will be created around data monetization themes. However, the ticket or deal size of these initiatives is expected to be small to moderate in size.

• Cybersecurity will instantly be the centre of focus due to higher Cloud adoption.

• Automation Theme will become popular once again, which is good news for the vendors operating dealing with this space. The RPA or Hyper Automation projects will get further ammunition during 2025.

• Customer Engagement and service-driven initiatives using platform/reengineering and modern architecture are likely to be the only exceptions that will get new funding amid the uncertain environment

Risk Factors - Mitigation & Opportunities

The company understands the importance of effectively managing and mitigating risks to protect the companys business, its clients, and all its stakeholders. The company aims to ensure its long-term sustainability and success by actively maintaining and mitigating risks.

DRC is confident that its careful risk management initiatives, along with its dedication to innovation and excellence, will help the company tackle the challenges of the IT industry and grab hold of the opportunities ahead. Below are some of the key risks and opportunities, the anticipated impact on the company, and the mitigation strategies.

Key Risk Elements	Impact on Company	Mitigation / Opportunity
Geo Political and Economy Related Risk -	The companys services may be influenced by geopolitical dynamics and macroeconomic volatility. The Russia-Ukraine war and the Israel-Hamas conflict in the last 2 years has continued to cause disruptions in supply chains, an energy crisis, scarcity of food and merchandise, and subsequent inflation.	Diminishing concentration risks associated with a single region, client, or industry by growing globally along with broad business mix, diversified technology and geographies.
Uncertain Global, political and economic environment		Continuous monitoring of country risks to ensure pro-active risk management.
	High and persistent inflation in major economies has the potential to impact consumer spending and fuel social unrest. Central banks increased interest rate environment aimed at curbing inflation could also result in economic slowdowns. Elevated economic uncertainty may prompt clients to readjust their IT initiatives and reduce their expenditures on non-essential projects.	Concentrate on cost and optimization strategies, such as vendor consolidation initiatives, to enhance business efficiency in the near term, especially when customers discretionary budgets are uncertain.
		Opportunity - Opportunity for new client projects which focus on cost optimization in cases where the discretionary spending has taken a hit and enter more long term contracts.
	All of these could affect clients business outlook and result in reduced demand for DRC Systems services. It could also increase the costs of doing business.
		Participate in the customers business transformation initiatives through breadth and depth of services and offerings.
Resources risk- Recruitment, retention and management	The success of the company hinges upon its capacity to attract, cultivate, inspire, and retain talent. Inability to attract key talent and its retention plays a major role in the current competitive environment in the IT industry and can impact the ability to deliver existing business engagements.	Increased employee engagement and support through learning development and training programs to reduce attrition.
		Commitment to organic talent development, top- tier learning and development programs, career growth tied to cross-skilling and upskilling, and a preference for internal talent for new leadership positions all contribute to increased employee retention and motivation.
	The scarcity of talent can lead to the loss of company employees through poaching, resulting in increased attrition rates. This can disrupt ongoing projects, impede planned expansion efforts, and impact revenue growth.
		Establishing a fair and objective performance management system with its appraisal processes enabling it to identify and reward the top-performing employees with best-in-class compensation packages.
		Opportunity - Opportunity to strengthen and further improve technological delivery and customer rapport through talent retention.
Business and Technology Risk	Rapidly evolving and changing technologies and expansion into new technology, geographical regions, other web services is subject to additional business, legal, financial and competitive risks.	Exploring strategic initiatives through organic and inorganic growth.
		Interest in technology-enabled business model has opened opportunities for the company to participate in clients various technology requirements.
Data privacy and information security risk	The industry is undergoing rapid evolution, and failure to develop new technology capabilities could have repercussions on accessing new business opportunities. Inability to quickly adapt could affect companys
		Reskilling program for employees into newer technologies and methodologies.
	Failure to guarantee customer data privacy and safeguarding systems or clouds against cyberattacks could expose us to the possibility of facing legal action.	Opportunity - Opportunity to develop and explore new technologies and customer offerings
		Established security policies, standards and procedures as part of the information security management system.
Financial and Regulatory Risk
		Regularly assess and adjust security controls, processes to identify and mitigate cybersecurity risks.
	Such incidents could lead to business disruptions, impact to client service delivery, orunauthorized disclosure of sensitive information.
		A biding by rigorous regulations concerning customer data management, which all employees must follow, accompanied by a written confidentiality agreement. Additionally, all employees and partners are required to participate in mandatory security and privacy awareness programs to ensure full compliance.
	Any security breach or a cyber-attack in the current high risk environment with geo political tensions could result in reputational damage, financial liabilities, legal risks and penalties.
	The inherent risks associated with our regular business operations include taxation risks, foreign currency risk, and credit risks and regulatory risk.	Opportunity - Opportunity to offer cybersecurity services to the customer.
		DRC Systems robust policies and comprehensive compliance tool ensure effective governance and adherence to local laws, backed by timely reminders and alerts. In certain cases, we also seek guidance and consultation from professional experts to ensure accurate interpretation of local regulations.
	The company faces credit risk concerning the amounts owed to us by our customers. If our customers fail to pay us promptly or do not pay at all, we may need to make provisions for or write off such outstanding amounts.
		Effective internal controls to comply with regulations, keep a check on unlawful and fraudulent activities and internal audits to provide compliance assurance.

• STRENGTHS

Strong Expertise in Technology: DRC Systems India Limited has a robust portfolio in software development, web design, and digital marketing, showcasing its technical expertise.

Diverse Client Base: The company serves a wide range of industries, reducing dependency on any single sector.

Innovative Solutions: Known for providing innovative and customized solutions that meet the specific needs of clients.

Experienced Team: A skilled workforce with a strong background in various technologies and methodologies.

Quality Certifications: Possession of quality certificati ons and compliance with international standards enhances its credibility and trustworthiness.

• WEAKNESSES

Limited Market Presence: Compared to larger competitors, DRC Systems India Limited may have a limited market presence and brand recognition.

Dependency on Key Clients: Potential dependency on a few key clients could impact revenue stability if any of these clients reduce or terminate their contracts.

Resource Constraints: As a mid-sized company, there may be limitations in terms of financial and human resources, affecting scalability.

Geographical Limitations: Limited physical presence in key global markets could restrict the companys ability to capitalize on international opportunities.

• OPPORTUNITIES

Growing Demand for Digital Transformation: Increasing demand for digital transformation services presents a significant growth opportunity.

Expanding into New Markets: Exploring new geographical markets, particularly in emerging economies, could provide growth avenues.

Partnerships and Collaborations: Forming strategic partnerships and collaborations could enhance service offerings and expand market reach.

Technological Advancements: Leveraging emerging technologies such as AI, blockchain, and IoT to offer new services and solutions.

• THREATS

Intense Competition: The IT services industry is highly competitive, with numerous players, both large and small, vying for market share.

Rapid Technological Changes: The fast pace of technological advancements requires continuous upskilling and adaptation, posing a challenge to stay current.

Economic Uncertainties: Economic downturns or changes in client budgets can negatively impact business.

Regulatory and Compliance Issues: Navigating complex regulatory environments and ensuring compliance with various laws and standards can be challenging.

Internal Control Systems & Their Adequacy

DRC Systems has adequate system of internal controls in place with documented policies and procedures covering all financial and operational functions. These controls have been designed to provide a reasonable assurance to maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations. The company continues to align all our processes and controls with global best practices.

Some significant features of the internal control of systems are:

• The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems, their compliance with operating systems, accounting procedures and policies of DRC Systems Limited. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas, and thereby strengthen the controls. Significant Audit observations and corrective actions thereon are presented before the Board.

• As per the listing requirements, documentation of major business processes and testing thereof are conducted, which includes financial closing, computer controls and entity-level controls, as part of our compliance programs. The company is very strict with its security policy and updates its IT systems on a periodic basis.

• Detailed business plans, investment strategies, year-on-year reviews, annual financial and operating plans and monthly monitoring are part of the established practices for all operating and service functions.

• An independent, well-established and multidisciplinary internal audit team operates in line with the best practices of governance. It reviews and reports to the management and the Audit Committee on compliance with internal controls and the efficiency and effectiveness of operations as well as the key risks.

• The company has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

• The existing Internal Control Systems and their adequacy are frequently reviewed and improved upon to meet the changing business environment. The Statutory Auditors as well as the Internal Auditors periodically review the Internal Control Systems, Policies and Procedures for their adequacy, effectiveness and continuous operation in addressing risk management and mitigation strategies.

Consolidated Financial Performance

Analysis of Revenue

1. Revenue from Operations

	FY 2024-25	FY 2023-24	Change
Operating Revenue	6,537.70	4,768.30	37.1%

• Revenue increased from Rs.4768.30 lakhs in FY 2023-24 to Rs.6537.70 lakhs in FY 2024-25

• The annual growth was driven by the successful acquisition of new projects across domestic and international markets, along with higher revenue contributions from existing clients through expanded service engagements

• In accordance with Ind AS-108 - "Operating Segments" and evaluation by the Chief Operating Decision Maker, the Group operates in one business segment i.e. IT and IT enabled Services including web and mobile app development, maintenance, testing and related ancillary services.

2. Other Income

	FY 2024-25	FY 2023-24	Change
Other Income	34.40	10.97	213.5%

• Other Income increased from Rs.10.97 lakhs in FY 2023-24 to Rs.34.40 Lakhs in FY 2024-25

Analysis of Expenses

3. Contracting Expenses

	FY 2024-25	FY 2023-24	Change
Contracting Expenses	1,972.09	1,179.65	67.2%
% of Revenue	30.2%	24.7%

• Amidst ongoing challenges in swiftly mobilizing resources and a tightening talent market, the Company has strategically increased its reliance on subcontracting to meet project demands and capitalize on new growth opportunities.

• As a result, contracting expenses rose from Rs.1,179.65 lakhs in FY 2023-24 to Rs.1,972.09 lakhs in FY 2024-25.

• Despite this increase, the Company remains focused on improving margins by proactively hiring fresh talent and strengthening its internal capabilities through continuous training and development initiatives.

4. Employee Benefit Expenses

	FY 2024-25	FY 2023-24	Change
Employee Benefit Expenses	1,988.69	1,829.81	8.7%
% of Revenue	30.4%	38.4%

• Employee benefit costs primarily consist of cost of salary including new recruitments and/or increments and other terminal benefits like, gratuity, provident fund contribution etc. along with cost of compensation of stock options issued to various eligible employees. This component forms a major part of our expenses.

5. Finance Costs (^ in Lakhs)

	FY 2024-25	FY 2023-24	Change
Finance Costs	4.78	6.00	-20.4%
% of Revenue	0.1%	0.1%

• Finance Costs have decreased from Rs.6.00 lakhs in FY 2023-24 to Rs.4.78 lakhs in FY 2024-25

• The company continues to closely monitor its liqudity position and deploys a robust cash management system

6. Depreciation and Amortization Expenses (^ in Lakhs)

	FY 2024-25	FY 2023-24	Change
Depreciation and Amortization Expenses	429.56	254.76	68.6%
% of Revenue	6.6%	5.3%

• Depreciation and Amortization expenses have increased from Rs.254.76 lakhs in FY 2023-24 to Rs.429.56 in FY 2024-25 in view new addition to the fixed assets during the year.

7. Other Expenses (^ in Lakhs)

	FY 2024-25	FY 2023-24	Change
Other Expenses	503.21	277.26	81.5%
% of Revenue	7.7%	5.8%

• Other expenses increased from Rs.277.26 lakhs in FY 2023-24 to Rs.503.21 lakhs in FY 2024-25. This rise was primarily driven by higher software and office-related expenses, along with a one-time charge related to the write-off of bad debts.

8. Income Tax (^ in Lakhs)

	FY 2024-25	FY 2023-24	Change
Income Tax	179.06	71.09	151.9%
Profit Before Tax	1,686.55	1,236.49	36.4%
Tax as % of Profit before tax	10.6%	5.7%

• Income tax as a % of Profit Before Tax has increased mainly on account of increase in Profit before tax from Rs.1236.49 lakhs in FY 2023-24 to Rs.1686.55 in FY 2024-25

9. Ratios

Ratio	Numerator	Denominator	FY 2024-25	FY 2023-24
Trade receivables turnover ratio	Income from Operations	Average Trade Receivables	4.44	3.75
Trade payables turnover ratio	Contracting Expenses	Average Trade Payables	17.76	21.30
Current Ratio	Current Assets	Current Liabilities	0.92	1.03
Debt Equity Ratio	Borrowings	Total Equity	0.00	GHT>0.00
Debt Service Coverage Ratio	EBITDA	Interest + Principal	-	-
Return on equity ratio	EBIT	Total Assets less Total Liabilities	26.19%	25.98%
Net Profit Margin	Net Profit	Total Income	22.94%	24.38%
EBITDA Margin	EBITDA	Operating Revenue	32.4%	31.3%
Operating Profit Margin	EBIT	Operating Revenue	25.9%	26.0%
Earnings Per Share	PAT	Weighted Average Number of Equity Shares	1.14	0.88
ROCE	EBIT	Total Assets less Current Liabilities	25.60%	25.00%

IMPORTANT NOTES FOR THE SHAREHOLDERS

Dear Shareholder,

• Physical Shares:

As per the SEBI Master circular no. SEBI/HO/ MIRSD/POD- 1/P/CIR/2024/37 dated May 07, 2024, read with circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated June 10, 2024 (SEBI Circular), whereby SEBI has mandated furnishing the following information by holders of securities in physical form:

a. PAN linked with Adhaar

b. Choice of nomination

c. KYC details that includes i. contact details ii. bank account details iii. specimen signature.

The SEBI Circular further mandates that any service request or grievance shall be entertained or any payment, including payment of dividends, shall be made electronically to the security holders holding securities in physical form, only upon furnishing of the Valid PAN and the KYC Details, as mentioned above, against their respective folios. You are requested to forward the duly filled in Form ISR-1, Form ISR-2 and Form SH-13/Form ISR-3 along with the related proofs mentioned in the respective forms to the RTA of the Company at the earliest.

The shareholders holding shares in physical form are requested to dematerialize their shares forSafeguarding their holdings and managing the same hassle free. Shareholders are accordingly requested to get in touch with any of the Depository Participant(s) registered with SEBI to open a demat account.

Transactions involving issue of share certificates including issuance of duplicate share certificates, Split, re-materialisation, consolidation and renewal of share certificates etc. should be addressed to RTA of the Company at below mentioned address:

To,

MUFG Intime India Private Limited Unit - DRC Systems India Limited 5th Floor, 506-508,

Amarnath Business Centre-1 (ABC-1),

Besides Gala Business Centre,

Near St. Xaviers College Corner,

Off C G Road, Ellisbridge, Ahmedabad - 380 006 Tel No.: +91 79 2646 5179/86/87 Email: ahmedabad@in.mpms.mufg.com Website: www.in.mpms.mufg.com

As per the SEBI Master circular no. SEBI/HO/MIRSD/ POD-1 /P/ CIR/2024/37 dated May 07, 2024, securities of the Company shall be issued in dematerialized form only while processing service requests in relation to issue of duplicate securities certificate, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition.

In terms of the circular, the Registrar and Share Transfer Agents will verify and process the service requests and thereafter issue a Letter of confirmation in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any. The Letter of Confirmation will be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities. In case the shareholders or claimant fails to submit a demat request within the aforesaid 120 days, the shares would be credited to a Suspense Escrow Demat Account opened by the Company. The Company shall issue shares from Suspense Escrow Demat Account as and when the shareholder or claimant approaches the Company.

In terms of the said circular the necessary forms for processing the above requests are available on the website of the Company i.e. www.drcsvstems.com. Shareholders holding shares in physical form are advised to avail the facility of dematerialisation. Shareholders may communicate with MUFG Intime India Private Limited, the Companys Registrar & Share Transfer Agent quoting their folio number or Depository Participant ID and Client ID number, for any queries relating to their securities.

As per the SEBI Listing Regulations, shares cannot be transferred unless they are held in dematerialized mode. Shareholders who hold shares in physical form are advised to convert them into dematerialized mode to avoid the risk of losing shares, fraudulent transactions and to receive better investor servicing. Only valid transmission or transposition cases that comply with the SEBI guidelines will be processed by the RTA of the Company. To transfer, transmit or transpose shares in physical form, shareholders should submit them to the office of the Companys Registrar & Transfer Agent - MUFG Intime India Private Limited (RTA).

• Unclaimed Sale proceed of Fractional Shares:

The Fractional Shares of the Company resulting out of the Composite Scheme of Arrangement amongst Infibeam Avenues Limited (Infibeam), Suvidhaa Infoserve Limited (Suvidhaa), DRC Systems India Limited (DRC or the Company) and NSI Infinium Global Limited (NSI) and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (Scheme).

Members, who have not yet claimed their amount, are requested to make their claims without any delay to the Companys Registrar and Transfer Agent, i.e. MUFG Intime India Private Limited. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025 on the website of the Company www.drcsystems.com.

In case the net sales proceeds of Fractional Shares are not claimed by the due date, necessary steps will be initiated by the Company to transfer the outstanding net sales proceeds of Fractional Shares to IEPF without further notice, in accordance with the Rules. Please note that no claim shall lie against the Company in respect of the net sales proceeds of Fractional Shares so transferred to IEPF.

• Unclaimed Shares:

Members, who have not yet claimed their unclaimed shares, are requested to make their claims without any delay to the Companys Registrar and Transfer Agent, i.e. MUFG Intime India Private Limited. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unclaimed Shareholders lying with the Company as on March 31, 2025 on the website of the Company www.drcsystems.com.

In case the unclaimed shares are not claimed by the due date, necessary steps will be initiated by the Company to transfer to IEPF without further notice, in accordance with the Rules. Please note that no claim shall lie against the Company in respect of the Unclaimed Shares so transferred to IEPF.

• Registration of email id:

To support the "Green Initiative", Members holding shares in physical form are requested to notify/send their Email Id to the RTA of the Company by providing necessary details like Folio No., Name of the shareholder. In addition, Members holding shares in the demat form are requested to contact their respective Depository Participant and register their email id for receiving all communication from the Company electronically.

NOTICE is hereby given that the 13^th ANNUAL GENERAL MEETING of the Members of DRC SYSTEMS INDIA LIMITED will be held on Thursday, September 25, 2025 at 11:00 a.m. IST through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM") to transact the following business:

Ordinary Business:

Item No. 1 - Adoption of Financial Statements

To receive, consider and adopt:

a) The audited standalone financial statements of the Company for the Financial Year ended March 31, 2025, together with the reports of the Board of Directors and Auditors thereon and;

b) The audited consolidated financial statements of the Company for the Financial Year ended March 31, 2025 together with the report of Auditors thereon.

Item No. 2 - Appointment of Mr. Janmaya Preyas Pandya (DIN:09019756) as a Director, liable to retire by rotation

To appoint a Director in place of Mr. Janmaya Preyas Pandya (DIN:09019756), who retires by rotation, and being eligible, offers himself for re-appointment.

Special Business:

Item No. 3 - Offer and Issue of Equity Shares on Preferential Basis

To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution

"RESOLVED THAT pursuant to the applicable provisions of Section 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable rules made thereunder (including any statutory modifications(s) or reenactment thereof, for the time being in force) (hereinafter referred to as the "Act"), the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations") (including any amendments, modifications or re-enactments thereof for the time being in force) and subject to other applicable rules, regulations and guidelines of Securities and Exchange Board of India ("SEBI") and/ or uniform listing agreements in terms of the SEBI Listing Regulations entered into by the Company with BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges") where the securities of the Company are listed, the applicable provisions of the Foreign Exchange Management Act, 1999 and any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs("MCA"), the Reserve Bank of India ("RBI") and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time, to the extent applicable and enabling provisions of the Memorandum and Articles of Association of the Company, as amended and such other approvals, permissions, sanctions and consents as may be necessary and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be) imposed by any other regulatory authorities and which may be accepted by the Board of Directors of the Company (hereinafter referred to as "Board" which term shall be deemed to include Securities Allotment Committee or any other committee, which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), the consent and approval of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot upto 1,00,00,000 (One Crore) fully paid up Equity Shares of Re. 1/- (Rupee One Only) each at a price of Rs. 25/- (Rupees Twenty Five only) per Equity Share [including a premium of Rs. 24/- (Rupees Twenty Four Only) per Equity Share] each ("Issue Price") payable in cash, which is not less than the floor price determined in accordance with Chapter V of the SEBI ICDR Regulations, aggregating upto

Rs. 25 Crores, in one or more tranches, to Shiv Minechem, ("Proposed Allottee"), not being Promoter or Promoter Group entity, on Preferential Issue basis in accordance with the provisions of Chapter V of SEBI ICDR Regulations, in such manner and on such terms and conditions as are stipulated in the explanatory statement attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI ICDR Regulations and other applicable laws.

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI ICDR Regulations, the "Relevant Date" for the purpose of calculating the floor price for the Preferential Issue of Equity Shares be and is hereby fixed as Tuesday, August 26, 2025, being the date that is 30 days prior to the date of the Annual General Meeting i.e. Thursday, September 25, 2025.

RESOLVED FURTHER THAT the Equity Shares being offered, issued and allotted to the Proposed Allottee by way of Preferential Issue shall inter-alia be subject to the following terms and conditions:

a) The Equity Shares allotted to the Proposed Allottee shall rank pari-passu inter-se with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting rights) and shall be subject to the Memorandum of Association and Articles of Association of the Company.

b) The price determined above shall be subject to appropriate adjustments as permitted under the SEBI ICDR Regulations, rules, regulations and laws, as applicable from time to time.

c) The Equity Shares shall be allotted by the Company to the Proposed Allottee in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members approval or such other extended period as may be permitted in accordance with the SEBI ICDR Regulations. Where the allotment of the said Equity Shares is pending on account of pendency of approval of any Regulatory Authority (including but not limited to Stock Exchanges and/or SEBI), the allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals.

d) Proposed Allottee shall be required to bring in entire consideration for the relevant Equity Shares on or before the date of allotment hereof.

e) The consideration for allotment of the relevant Equity Shares shall be paid to the Company from the bank account of the Proposed Allottee.

f) The Equity shares so offered, issued and allotted shall not exceed the number of Equity shares as approved hereinabove.

g) The Equity Shares allotted to the Proposed Allottee pursuant to this Preferential Issue and where applicable, the pre-preferential allotment holding of the Proposed Allottee shall be subject to applicable lock-in requirements for such period in accordance with Chapter V of the SEBI ICDR Regulations.

h) The Equity Shares to be allotted to the Proposed Allottee shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations and any other applicable law for the time being in force.

i) The Equity Shares so offered, issued and allotted will be listed on the BSE and NSE, subject to the receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT the monies received by the Company from the proposed allottee, for subscription of the Equity Shares pursuant to the Preferential Issue shall be kept by the Company in a separate account opened by the Company for this purpose and shall be utilized by the Company in accordance with the provisions of the SEBI Regulations and the Act.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable laws, the consent of the Members of the Company be and is hereby accorded to record the names and details of the Proposed Allottee in Form PAS-5, and issue a private placement offer cum application letter in Form PAS-4, to the Proposed Allottee in accordance with the provisions of the Act, after passing of this resolution with a stipulation that the allotment would be made only upon receipt of In-principle approval from the Stock Exchange(s) i.e., BSE Limited and National Stock Exchange of India Limited within the timelines prescribed under the applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares, apply to Stock Exchanges for obtaining of in-principle and listing approval of the Equity Shares and other activities as may be necessary for obtaining listing and trading approvals and listing thereof with the Stock Exchanges as appropriate and utilization of proceeds of the Preferential Issue, open one or more bank accounts in the name of the Company or otherwise, as may be necessary or expedient in connection with the Preferential Issue, file necessary forms with the appropriate authority or expedient in this regard and undertake all such actions and compliances as may be necessary, desirable or expedient for the purpose of giving effect to this resolution in accordance with applicable law including the SEBI ICDR Regulations and the SEBI Listing Regulations take all other steps which may be incidental, sequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of its powers conferred upon it by these resolutions, as it may deem fit in its absolute discretion, to any Committee of the Board or to any one or more directors, officer(s) or authorized signatory (ies) including execution of any documents on behalf of the Company and to represent the Company before any governmental authorities and to appoint Consultants, Professional Advisors, intermediaries and Legal Advisors to give effect to the aforesaid resolution and further to do all such acts, deeds, matters and things, as they may consider necessary, expedient or desirable for giving effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolution be and are hereby approved, ratified and confirmed in all respects."

Item No. 4 - Appointment of Secretarial Auditor

To consider and if thought fit, to pass with or without modifications, the following resolution as a Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force), and as per the recommendations of Audit committee and Board of Directors of the Company, consent of the Members be and is hereby accorded for appointment of Mr. Jitendra Leeya, Practising Company Secretary (Peer reviewed certificate number: 2089/2022) as the Secretarial Auditor of the Company, to hold office for a term of 5 (five) consecutive years from the conclusion of the 13^th Annual General Meeting (AGM) until the conclusion of the 18^th AGM of the Company to be held in the Financial Year 2029-30, on such remuneration as may be mutually agreed upon between the Board of Directors and the Secretarial Auditor.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to determine the remuneration of the Secretarial Auditor including the revision in the remuneration during the tenure, if any, in consultation with the Secretarial Auditor, and to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution."

Item No. 5 - Re-appointment of Mr. Keyur Jagdishchandra Shah (DIN: 03111182) as an Independent Director of the Company

To Consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification (s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of Nomination and Remuneration Committee, and the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Keyur Jagdishchandra Shah (DIN: 03111182), who holds office of Independent Director for first term of 5 (five) consecutive years up to December 04, 2025 and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and sub-section (6) of Section 149 of the Act, as amended from time to time, and who is eligible for reappointment as Non-Executive Independent Director, for the second term as per the provisions of the Act, the Rules and the Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, from a Member proposing his candidature as Non-Executive Independent Director of the Company, for the second term of five years with effect from December 05, 2025 to December 04, 2030 (both days inclusive).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, and to take such actions/ decisions in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit."

Item No. 6 - Re-appointment of Mr. Jigar Pradipchandra Shah (DIN: 08174430) as an Independent Director of the Company

To Consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification (s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of Nomination and Remuneration Committee, and the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Jigar Pradipchandra Shah (DIN: 08174430), who holds office of Independent Director for first term of 5 (five) consecutive years up to December 04, 2025 and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and sub-section (6) of Section 149 of the Act, as amended from time to time, and who is eligible for reappointment as Non-Executive Independent Director, for the second term as per the provisions of the Act, the Rules and the Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, from a Member proposing his candidature as Non-Executive Independent Director of the Company, for the second term of five years with effect from December 05, 2025 to December 04, 2030 (both days inclusive).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, and to take such actions/ decisions in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit."

Item No. 7 - Re-appointment of Ms. Dipti Abhijeet Chitale (DIN: 08991506) as an Independent Director of the Company

To Consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") including any statutory modification (s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of Nomination and Remuneration Committee, and the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Ms. Dipti Abhijeet Chitale (DIN: 08991506), who holds office of Independent Director for first term of 5 (five) consecutive years up to December 09, 2025 and who has submitted a declaration that she meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and sub-section (6) of Section 149 of the Act, as amended from time to time, and who is eligible for reappointment as Non-Executive Independent Director, for the second term as per the provisions of the Act, the Rules and the Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, from a Member proposing her candidature as Non-Executive Independent Director of the Company, for the second term of five years with effect from December 10, 2025 to December 09, 2030 (both days inclusive).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, and to take such actions/ decisions in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit."

Item No. 8 - Approval of Material Related Party Transactions with AppiZap LLC FZ

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and other applicable provisions, if any of the Listing Regulations, Section 188 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meetings of Board & its Powers) Rules, 2014, as applicable and any amendments thereto, other applicable laws / statutory provisions, if any, the Companys Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/ or permission(s), as may be required and based on the recommendation of the Audit Committee, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to include the Audit Committee or any other Committee constituted/ empowered/ to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with AppiZap LLC FZ ("AppiZap"), an Associate of Wholly Owned Subsidiary of the Company, a related party of the Company, for a period commencing from this 13^th Annual General Meeting upto the date of next 14^th Annual General Meeting of the Company to be held in the year 2026, up to a maximum aggregate value of Rs. 2,000 Lakhs (Rupees Two Thousand Lakhs only) plus applicable taxes, in the ordinary course of business of the Company and at arms length basis on such terms and conditions as detailed in the explanatory statement to this Resolution and as may be mutually agreed between the Company and AppiZap.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform or cause to be done all such acts, deeds, matters and things, including actions which may have been taken, as may be necessary, or deemed necessary or incidental thereto, to enter into the above-mentioned contract/transaction/arrangement and to execute, deliver and perform all such transaction documents, contracts, deeds, undertakings and subsequent modifications thereto; to file applications and make representations in respect thereof and seek the requisite approvals from the relevant authorities and third parties, including governmental authorities to suitably inform and apply to all the concerned authorities, including in respect of the requirements of the Central and/or State Government(s) and/or local authorities; and to take all necessary steps in the matter as it may deem necessary, desirable or expedient, to give effect to the above resolution and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of its powers or authorities herein conferred by this resolution to any Committee of Directors and/or Director(s) and/or official(s) of the Company/ or any other Officer(s)/Authorised Representative(s) or any other person(s) so authorised by it, or to engage any advisor, consultant, agent or intermediary as deemed necessary by the Board in accordance with applicable laws and to do all such acts, deeds, matters and things and also to execute such documents, writings etc., as may be considered necessary or expedient to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board or any person so authorised by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects."

Item No. 9 - Increase in the Authorized Share Capital and Consequent Alteration of Memorandum of Association

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), (including any amendment thereto or re-enactment thereof), enabling provisions of the Articles of Association of the Company and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), or any other applicable laws for the time being in force and subject to all other necessary approvals, permissions, consents and sanctions, if required, of concerned statutory, regulatory and other appropriate authorities, if any, the consent of the Members of the Company be and is hereby accorded to increase the existing Authorized Share Capital of the Company from Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 15,00,00,000 (Fifteen Crores) Equity

Shares of Face Value of Re. 1/- (Rupee One Only) each to Rs. 17,50,00,000 (Rupees Seventeen Crores Fifty Lakhs Only) divided into

17.50.00. 000 (Seventeen Crores Fifty Lakhs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each by addition of 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each.

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

"V. The Authorised Share Capital of the Company is Rs. 17,50,00,000 (Rupees Seventeen Crores Fifty Lakhs Only) divided into

17.50.00. 000 (Seventeen Crores Fifty Lakhs) Equity Shares of Face Value of Re. 1/- (Rupee One Only) each."

RESOLVED FURTHER THAT Mr. Hiten Barchha, Managing Director and/ or Mr. Janmaya Pandya, Executive Director& Chief Financial Officer of the Company and/or Mr. Jainam Shah, Company Secretary, be and are hereby severally authorized to sign and submit required e-forms with the Ministry of Company Affairs - MCA and to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution."

Registered Office:	By the Order of the Board,
24th Floor, GIFT Two Building,	For, DRC Systems India Limited
Block No. 56, Road-5C, Zone-5,
GIFT CITY, Gandhinagar - 382 050,	Jainam Shah
Gujarat, India	Company Secretary
Date: August 26, 2025