DRC Systems India Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 13^th Annual Report of DRC Systems India Limited ("the Company" or "DRC"), along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized in the table below:

Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	4,238.99	3,587.96	6,537.71	4,768.30
Other Income	24.02	10.03	34.39	10.97
Total Income	4,263.01	3,597.99	6,572.10	4,779.27
Total Expenditure other than Finance Cost, Depreciation and Tax	3,529.49	3,043.29	4,464.00	3,286.73
Operating Profit / (Loss) before Finance Cost, Depreciation and Tax	733.52	554.70	2,108.10	1,492.54
Less: Finance Cost	4.78	6.00	4.78	6.00
Less: Depreciation and amortization expenses	222.51	243.36	429.56	254.76
Profit / (Loss) before Tax and Exceptional item	506.23	305.34	1,673.77	1,231.78
Add: Exceptional Items	-	-	-	-
Profit / (Loss) before Tax	506.23	305.34	1,673.77	1,231.78
Less: Tax	80.41	71.09	179.06	71.09
Profit before share in profit/(Loss) in Associate	425.82	234.25	1,494.71	1,160.69
Share of profit / (Loss) of Associate	-	-	12.78	4.71
Profit / (Loss) for the year	425.82	234.25	1,507.49	1,165.40
Other comprehensive income/(Expenses) [net of tax]	-	-	-	-
Items that will not be reclassified to Profit or (Loss), net of tax	(12.28)	(124)	(12.28)	(124)
Total comprehensive income/(Expenses) for the year	413.54	233.01	1,495.21	1,164.17
Add: Balance brought forward from previous year	689.89	456.88	1,870.44	706.27
Profit available for appropriation	1,103.42	689.89	3,365.65	1,870.44
Transfer to General Reserve	-	-	-	-
Excess Losses pertaining to minority	-	-	-	-
Transition impact on account of adoption of Ind AS 116 "Leases"	-	-	-	-
Balance carried over to Balance Sheet	1,103.42	689.89	3,365.65	1,870.44

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE AS ON MARCH 31, 2025

Your company is an IT services, consulting and business solutions organisation that has been partnering with many of the worlds largest businesses in their transformation journeys for over 13 years. Our consulting-led, cognitive powered, portfolio of business, technology and engineering services and solutions is delivered through our delivery model, recognized as a benchmark of excellence in software development. Your company operates across three countries, serving clients globally majorly across with a team of 216 employees as on March 31, 2025. Your Company is CMMI Level-3 accredited Company, listed on the BSE (BSE: 543268) and the NSE (NSE: DRCSYSTEMS) in India. With competent teams of developers, project managers, and strategists, we help our customers overcome their business challenges with customized software development. Our services and solutions help businesses scale the market. Our customer base is spread across geographies and majorly to Europe, USA, Middle East and Asia.

On a standalone basis, gross revenues increased to Rs. 4,238.99 Lakhs, against Rs. 3,587.96 Lakhs in the previous year, an increase of 18.1%. The Company has achieved Profit for the year at Rs. 425.82 Lakhs against Rs. 234.25 Lakhs in the previous year , marking an increase of 81.8%. On a consolidated basis, the revenue from operations stood at Rs. 6,537.7 Lakhs, reflecting a 37% year-on-year growth. 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. The Company reported a Profit Before Tax (PBT) of Rs. 1,686.5 Lakhs, registering a robust year-on-year growth of 36%. EBITDA for the year rose to Rs. 2,120.9 Lakhs, up from Rs. 1,492.5 Lakhs in the previous year · a 42% increase. Net profit for FY 2024-25 grew from Rs. 1,165.4 Lakhs to Rs. 1,507.5 Lakhs, reflecting a strong 29 % year-on-year growth.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2024-25 are prepared in compliance with applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiary and Associate company, as approved by their respective Board of Directors.

The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

4. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general reserve.

5. DIVIDEND

In order to conserve resources for business expansion, your Directors do not recommend any dividend for the Financial Year 2024-25.

6. CHANGE IN THE NATURE OF BUSINESS

Basic nature of business of the Company remains same and there is no change in business.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of your Company between the end of the Financial Year and date of this report.

8. SUBSIDIARIES & ASSOCIATE COMPANIES

Pursuant to Section 129 (3) of the Act read with rules framed thereunder, pursuant to Regulation 33 of the Listing Regulations and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries and associates.

A separate statement containing the salient features of the financial performance of the subsidiaries and associates for the Financial Year 2024-25 in the prescribed form AOC - 1 is annexed to the Boards Report as Annexure - A and forms a part of this report. The Audited Consolidated financial statements together with Auditors Report, forms an integral part of the Annual Report.

The Policy for determining material subsidiaries is available on the Companys website i.e. https:/www.drcsystems. com/policies . In terms of provisions of Section 136 of Act, separate audited accounts of the subsidiary Companies shall be available on website of the Company at www. drcsystems.com.

After the closure of Financial Year 2024-25, the following changes have taken place in subsidiary:

Your Company has acquired 50.02% stake in Inexture Solutions Limited, a Company formed and registered in India, accordingly it became a Subsidiary Company w.e.f. August 12, 2025.

9. CHANGE IN SHARE CAPITAL

During the Financial Year under review, the total Issued and Paid-Up Equity Share Capital of the Company has been increased from Rs. 1,324.65 Lakhs to Rs.1,336.94 Lakhs pursuant to the allotment of 12,28,400 Equity Shares.

During the Financial Year 2024-25, after obtaining necessary approvals, the Company has issued and allotted,

i. 2,27,900 Equity Shares of Re. 1/- each on October 01,

2024, to the eligible employees of the Company under DRC Employee Stock Option Plan 2021-22. After the issue, the Equity Share Capital of the Company stood at Rs. 1,326.93 Lakhs.

ii. 10,00,500 Equity Shares of Re. 1/- each on March 20,

2025, to the eligible employees of the Company under DRC Employee Stock Option Plan 2021-22. After the issue, the Equity Share Capital of the Company stood at Rs. 1,336.94 Lakhs.

Consequently, the issued, subscribed and paid up Equity Share Capital as on March 31, 2025 was Rs. 13,36,94,330 divided into 13,36,94,330 Equity Shares of Re. 1/- each.

10. DEPOSITS

During the year, the Company has not accepted Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V of the Act and any other provision of the Act, read with rules made there under. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

11. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at https:/www.drcsystems.com/ investor-relation/financials-reports/

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

Pursuant to Section 149, 152 and other applicable provisions of the Act and the Articles of Association of the Company, Mr. Janmaya Preyas Pandya (DIN: 09019756), is liable to retire by rotation and being eligible offers himself for re-appointment. As the re-appointment of Director is appropriate and in the best interest of the Company, the Board recommends the re-appointment of the director for your approval.

Mr. Keyur Jagdishchandra Shah (DIN: 03111182), the Independent Director of the Company was appointed for a period of five years on December 05, 2020.

His first term of five years as an Independent Director of the Company is due to expire on December 04, 2025. The Board, on the recommendation of Nomination and Remuneration Committee at its meeting held on August 26, 2025, after taking into account the performance evaluation of his first term and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed him as Independent Director for a second term of five (5) years upto December 04, 2030, subject to the approval of Members at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Mr. Jigar Pradipchandra Shah (DIN: 08174430), the Independent Director of the Company was appointed for a period of five years on December 05, 2020. His first term of five years as an Independent Director of the Company is due to expire on December 04, 2025. The Board, on the recommendation of Nomination and Remuneration Committee at its meeting held on August 26, 2025, after taking into account the performance evaluation of his first term and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed him as Independent Director for a second term of five (5) years upto December 04, 2030, subject to the approval of Members at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

Ms. Dipti Abhijeet Chitale (DIN: 08991506), the Independent Director of the Company was appointed for a period of five years on December 10, 2020. Her first term of five years as an Independent Director of the Company is due to expire on December 09, 2025. The Board, on the recommendation of Nomination and Remuneration Committee at its meeting held on August 26, 2025, after taking into account the performance evaluation of her first term and considering the business acumen, knowledge, experience, skills and contribution, have re-appointed her as Independent Director for a second term of five (5) years upto December 09, 2030, subject to the approval of Members at the ensuing AGM. In the opinion of the Board, she possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and Listing Regulations, and available on Companys website www. drcsystems.com.

Brief details of the Director(s) proposed to be appointed as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is provided in the Notice of the AGM.

Mr. Roopkishan Sohanlal Dave (DIN: 02800417) has resigned as an Independent Director of the Company with effect from November 29, 2024 due to his personal reasons. The Board places on record its deep appreciation for his valuable contribution and guidance provided during his tenure on the Board.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Mr. Hiten Ashwin Barchha, Managing Director, Mr. Janmaya Preyas Pandya, Chief Financial Officer and Mr. Jainam Ashvinkumar Shah, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). During the year, there was no change (appointment or cessation) in the office of KMPs.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations. They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. FAMILIARIZATION PROGRAMME

The details of the familiarization programme undertaken during the year have been provided in the Corporate Governance Report which forms part of this Annual Report.

The policy on Familiarization programme for Independent Directors as approved by the Board is uploaded on the Companys Website at https:/www.drcsystems.com/policies/.

16. BOARD MEETINGS HELD DURING THE YEAR

The Board met 6 (Six) times during the Financial Year 2024-25. The meeting details are provided in the Corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Listing Regulations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2025, are given in the Notes to the Financial Statements, which forms a part of this Annual Report.

18. PARTICULARS OF RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") during the Financial Year under review were on an arms length basis and were in the ordinary course of business. Prior omnibus approval was obtained on a yearly basis for the transactions which were of a foreseeable and repetitive nature and the same were further executed on arms length basis and in the ordinary course of business. Further, a statement giving details of all Transactions executed with Related Parties is placed before the Board of Directors on a quarterly basis for its approval/ ratification as the case may be. All the transactions entered with related parties were in compliance with the applicable provisions of the Act read with the relevant rules made thereunder and the Listing Regulations.

During the year under review, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on arms length basis and contracts/arrangements/transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions.

Details of contracts/arrangements/transactions with related party which are required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - B to this report.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the stock exchanges. However, you may refer to Related Party Transactions in Note no. 24 of the Standalone Financial Statements.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys Website at https:/ www.drcsystems.com/policies.

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

The disclosures to be made under Section 134(3) (m) of the Act read with rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

i. Conservation of Energy

Steps taken or Impact on Conservation of Energy:

The Company strives and makes conscious efforts to reduce its energy consumption through business operations of the Company which are not energy intensive. Some of the measures undertaken are listed below:

1. Usage of LED lights at office spaces that are more energy efficient.

2. Regular monitoring of temperature inside the office premises and controlling the Air Conditioning system.

3. Analysing energy flows and balances to identify energy waste and inefficiencies.

4. PACs are deployed in shifts and groups to improve efficiency and life of equipments.

5. Rationalisation of usage of electricity.

6. Planned preventive maintenance.

ii. Technology Absorption

The Company by itself operates into the dynamic information technology space. The Company has adequate Member in Technology development functions and keep updating the changes in technology.

IT team constantly monitor and optimise usage of proprietary software within Company. They optimise cost by replacing proprietary software by open source wherever possible.

iii. Foreign Exchange earnings and outgo

During the year under review, details of foreign exchange earnings and outgo are as given below:

Particulars	Financial Year 2024-25	Financial Year 2023-24
Earning in Foreign	3,118.06	2,261.79
Currencies
Expenditure in	26.11	26.51
Foreign Currencies

20. NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations.

This Policy is available on the website of the Company i.e. https:/www. drcsystems. com/policies.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

21. BOARD EVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 2024-25 in accordance with the framework.

The annual performance evaluation of the Board, the Chairman, Committees and each Director has been carried out in accordance with the framework. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of this Annual Report.

23. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries on its compliance forms part of this Report as Annexure - C.

24. COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

25. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - D which forms part of this report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company at ir@drcsystems.com in this regard.

26. DETAILS OF EMPLOYEE STOCK OPTION PLAN (ESOP)

DRC Employee Stock Option Plan 2021-22 ("the Scheme") is administered under the instructions and supervision of the Nomination and Remuneration Committee ("NRC").

The Scheme is implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEBSE Regulations) with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives and promoting increased participation by them in the growth of the Company. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Employees Stock Option Plan of the Company are available on the website of the Company at https:/www.drcsystems.com/.

During the year ended March 31, 2025, there has been no material change in the Companys existing plan and the plan is in compliance with SEBI SBEBSE Regulations.

The Company has received a certificate from the Secretarial Auditors of the Company that the Scheme is implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members.

27. HUMAN RESOURCE

Our employees are our key strength, which has led us to achieve the results and various milestones in our organizations journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success. The Company has several initiatives and programs to ensure employees experience a holistic and fulfilling career in the IT sector.

Keeping employees informed, connected and engaged has always been crucial to our people strategy. We remain focused on building trust through a culture of openness, conversations and opportunities to speak up. We grew stronger as a team by supporting each other wholeheartedly throughout the F.Y. 2024-25. Employees, their talent and capabilities are our greatest asset, our competitive advantage. In a highly competitive environment, our formidable talent pool becomes our key differentiator.

With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results. Some of the initiatives include structured talent management process, employee engagement surveys to check employee pulse, performance management system and so on.

28. ENHANCING SHAREHOLDERS VALUE

Your Company is committed to creating and returning value to shareholders. Accordingly, your Company is dedicated to achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

Your Company strongly believes that its success in the marketplace and good reputation are among the primary determinants of shareholder value. Its close relationship with customers and a deep understanding of their challenges and expectations drive the development of new products and services. Anticipating customer requirements early and being able to address them effectively requires a strong commercial backbone. Your Company continues to develop this strength by institutionalizing sound commercial processes and building world-class commercial capabilities across its marketing and sales teams. Your Company uses an innovative approach in the development of its services, as well as execution of growth opportunities.

Your Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

29. AUDITORS AND AUDITORS REPORT i. STATUTORY AUDITORS:

M/s Rajpara Associates, Chartered Accountants, (Firm Registration No. 113428W) were re-appointed as the Statutory Auditors of the Company at the 10^th AGM of the Members of the Company held on June 29, 2022, for a period of five (5) years to hold office till the conclusion of the 15^th AGM.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder (including any statutory modification (s) or re-enactment(s) for the time being in force), from M/s Rajpara Associates, Chartered Accountants, (Firm Registration No. 113428W).

Statutory Auditors Report

During the period under review, no incident of frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the Act. The Auditors Report is enclosed with the financial statements forming a part of this Annual Report.

ii. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed Mr. Jitendra Leeya, Practicing Company Secretary, (Peer reviewed certificate number: 2089/2022) to undertake the Secretarial Audit of the Company for FY 2024-25.

Further, pursuant to amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Audit Committee, the Board of Directors has appointed Mr. Jitendra Leeya, Practicing Company Secretary, (peer reviewed certificate number: 2089/2022) as the Secretarial Auditor of the Company for a period 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, subject to the approval of Members. The Secretarial Auditor shall conduct the Secretarial Audit for the financial years ending March 31,2026 to March 31, 2030.

Mr. Jitendra Leeya, Practicing Company Secretary, has confirmed that he is not disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company.

Secretarial Audit Report

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Act from Mr. Jitendra Leeya, Practicing Company Secretary. The said Report is attached with this Report as Annexure - E.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report which forms part of this report.

The Annual Report on CSR activities is annexed to this Report as Annexure - F.

The CSR policy is available on your Companys website https:/www. drcsystems. com/policies.

31. VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism ("Whistle Blower Policy") is available on the Companys website at https:/www.drcsystems.com/ policies.

32. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls forms an integrated part of the risk management process, addressing financial and financial reporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the auditors during the course of their audits. The internal financial controls have been documented, digitized and embedded in the business processes. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. Detailed information on the same has been included under the Management Discussion & Analysis report forming part of this Annual Report.

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

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. During the Financial Year under review, no complaint has been received by the Company. The Company is committed to provide a safe and conducive work environment to all its employees and associates.

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to the number of complaints received and disposed of during the Financial Year 2024-25 are as under:

Number of complaints filed during the Financial Year	0
Number of complaints disposed of during the Financial Year	NA
Number of complaints pending as on end of the Financial Year	NA

The Policy for prevention of Sexual Harassment is available on the Companys website at https:/www.drcsystems.com/ policies .

34. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Member and Senior Management personnel have affirmed compliance with the code of conduct. The Code of Conduct of Board of Directors is also available on the Companys website https:/www.drcsystems.com/ policies.

35. LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals. Annual Listing Fee for the Financial Year 2025-26 has been paid to NSE and BSE.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts that are due to be transferred to Investor Education and Protection Fund by the Company.

38. OTHER DISCLOSURES

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2);

• The Managing Director of the Company has not received any remuneration or commission from any of Companys subsidiary.

• The Audit Committee comprises namely of Mr. Jigar Pradipchandra Shah (Chairman), Mr. Keyur Jagdishchandra Shah, and Mr. Hiten Ashwin Barchha (Members). During the year under review, all the recommendations made by the Audit Committee were accepted by the Board;

• Interested Directors were recused from the discussion of the agenda items, in which they were interested, of the Board or Committee meetings held during the year.

• The Company has not issued Equity Shares with differential rights as to dividend voting or otherwise;

• The Company has not issued any Sweat Equity Shares to its Directors or Employees.

• No application against the Company has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, hence, the requirement to disclose the details is not applicable.

• There was no instance where your Company required the Valuation for one-time settlement or while taking the loan from the Bank or Financial institutions.

• The company has complied the provisions pertaining to Maternity Benefits Act, 1961 during the FY 2024-25.

• The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

39. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the committed services by every member of the DRC family whose contribution was significant to the growth and success of the Company.

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal advisors, consultants and business associates with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

	For and on behalf of Board of Directors
Place: Gandhinagar	Keyur Shah
Date: August 26, 2025	Chairman
	DIN:03111182