Dynacons Systems & Solutions Ltd Directors Report

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company for the year ended March 31, 2025.

1. State of the Companys Affairs

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	Year ended 31/03/2025	Year ended 31/03/2024	Year ended 31/03/2025	Year ended 31/03/2024
Gross Income	1,27,354	1,02,882	1,27,393	1,02,885
Profit Before Finance Cost and Depreciation and Amortisation Expenses	11,187	8,252	11,200	8,237
Provision for Depreciation and Amortisation Expenses	165	152	165	152
Profit Before Finance Cost	11,022	8,100	11,036	8,086
Finance Cost	1,321	879	1,321	879
Net Profit Before Tax	9,701	7,221	9,714	7,207
Provision for Tax	2,460	1,825	2,465	1,825
Net Profit After Tax	7,241	5,396	7,249	5,382
Balance of Profit brought forward	13,290	7,958	13,288	7,969
Balance available for appropriation	20,468	13,290	20,464	13,288

2. Management Analysis and Discussions Company Performance

During FY 2024-25, your Company delivered another year of strong performance, reflecting its ability to execute large and complex projects while maintaining operational efficiency. Revenues for the year on consolidated basis stood at 1273.93 crore ( 1273.54 crore on standalone basis), representing a growth of 23.82% (23.79% on standalone basis) over the previous year. This growth was primarily driven by robust traction in Infrastructure Management Services, Data Centre and Cloud Solutions, and large integration projects.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) on consolidated basis were 112 crore ( 111.87 crore on standalone basis), translating into an EBITDA margin of 8.79% (8.78% on standalone basis), compared with 8.01% (8.02% on standalone basis) in the previous year. The improvement in margins was supported by higher contribution from managed services, enhanced project execution efficiencies, and investments in automation-led delivery models.

Profit After Tax (PAT) for the year on consolidated basis stood at 72.49 crore ( 72.41 crore on standalone basis), registering a growth of 34.69% (34.19% on standalone basis) year-on-year. The consistent profitability reflects Dynacons balanced business model, combining annuity-driven revenues with large-scale project-based engagements. Earnings per Share (EPS) increased to 56.95 ( 56.95 on standalone basis), compared with 42.37(? 42.47 on standalone basis) in the previous financial year, enhancing shareholder value.

The Company maintained a healthy financial position, with strong cash flows from operations and prudent working capital management. Return on Net Worth (RONW) and Return on Capital Employed (ROCE) remained robust on consolidated basis at 31.37% (31.36% on standalone basis) and 38.90% (46.55% on standalone basis), respectively. The balance sheet continues to be strong with a debt-to-equity ratio of 0.22:1 (consolidated and standalone basis), providing flexibility for future investments and growth initiatives.

Dynacons remains committed to deploying capital efficiently, investing in growth opportunities while ensuring sustainable returns for shareholders. The Companys strong financial foundation, coupled with its proven delivery capabilities and strategic partnerships, provides confidence in sustaining growth momentum in the coming years. This success is a testament to the investments made in strengthening client relationships, enhancing our technology and service delivery, deepening employee capabilities and expanding technology ecosystem.

The Consolidated financial summary for the last five years is presented below:

Financial Year	Revenue ( Cr)	EBITDA ( Cr)	PAT ( Cr)	EPS (?)	ROCE (%)	RONW (%)	Net Profit Margin (%)	Debt/ Equity
FY21	437.25	19.77	8.54	7.29	21.78%	17.22%	1.96%	0.82:1
FY22	655.84	32.31	16.43	13.57	28.19%	24.17%	2.51%	0.91:1
FY23	806.77	56.92	33.45	27.70	36.99%	31.93%	4.16%	0.62:1
FY24	1028.85	82.37	53.82	42.37	38.19%	34.13%	5.25%	0.21:1
FY25	1273.93	112	72.49	56.95	38.90%	31.37%	5.72%	0.22:1

Industry Overview

The financial year 2025 was marked by profound global disruption. Widespread geopolitical conflicts, military escalations, and uncertain trade dynamics severely impacted global supply chains. In the face of this turbulence, your Company demonstrated exceptional resilience by partnering closely with clients to help them perform under pressure while continuing to accelerate their transformation agendas.

Globally, the IT system integration industry continued to expand in FY 2024-25, driven by the rapid adoption of cloud computing, artificial intelligence, cybersecurity, and edge technologies. Enterprises across sectors are modernizing legacy systems and transitioning to hybrid infrastructure models, fueling demand for integrated solutions that enable automation, secure data flow, and operational agility. The global market size is estimated at over USD 430 billion, with the Asia Pacific region emerging as a key growth hub due to accelerated digitalization and sustained infrastructure investments.

In 2025, enterprises are expected to accelerate the adoption of AI into their digital core to address technical debt and modernize legacy systems. This requires significant efforts in cloud migration, infrastructure modernization, and the development of a robust data foundation. At the same time, enterprises face a complex risk landscape—cybersecurity threats, evolving regulations, and geopolitical tensions. As a result, organizations will continue to strengthen cybersecurity management processes, leading to sustained investments in advanced security frameworks.

In India, the IT services and infrastructure sector remains a critical driver of economic growth, supported by government- led initiatives such as Digital India, Smart Cities, and AI for All. These programs have accelerated digital adoption across public services, financial institutions, and citizen-focused applications. The Indian IT & Business Services market is projected to grow steadily, with system integration services forming a cornerstone of scalable and secure digital transformation.

Indian enterprises are also making significant investments in cloud-native architectures, data center modernization, and digital platforms. The rapid rise of AI-powered automation and hybrid work models has further transformed business operations, prompting organizations to adopt integrated solutions that enhance agility, reduce costs, and improve customer experience. The domestic system integration market, currently valued at approximately USD 15 billion, is expected to maintain healthy growth momentum in the coming years.

With rising demand across BFSI, the public sector, and large enterprise segments, Indias system integration industry is poised for sustained momentum. Large-scale projects in banking, e-governance, and national infrastructure continue to fuel the need for robust and scalable IT solutions. Companies like Dynacons, with deep domain expertise, strong execution capabilities, and a proven track record, are strategically positioned to lead this next phase of digital infrastructure growth.

Company Overview

Dynacons Systems & Solutions Ltd. Is a leading Indian IT company known for delivering end-to-end technology solutions to enterprises, public sector organizations, and financial institutions. Over the years, the company has built a strong reputation by providing innovative and scalable services, including Infrastructure Managed Services, Cloud Computing, Systems Integration, Application Development and Maintenance, Break-Fix Services, and Automation-led solutions— effectively supporting the entire lifecycle of clients technology needs.

Our ability to rapidly apply and scale new technologies has allowed us to navigate multiple technology cycles with agility and success. The companys expertise covers advanced technologies such as Hyper Converged Infrastructure (HCI), which integrates storage, computing, and networking into a single system for greater efficiency; Private and Public Cloud deployments; Software Defined Network (SD-WAN), a technology that centralizes control and optimizes network performance; Software Defined Storage (SDS), which separates storage hardware from the software that manages it; Network Infrastructure design and setup; and Virtual Desktop Infrastructure (VDI) Solutions. Additionally, Dynacons manages onsite and remote facilities for multi-location infrastructures across domestic markets.

Dynacons possesses deep domain knowledge across numerous industry sectors and demonstrates proficiency in both traditional and emerging technologies. This contextual understanding enables us to create tailored, high-impact solutions that drive clear business outcomes. Our comprehensive array of services spans Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS), as well as extensive offerings in Infrastructure Managed Services, Breakfix Services, Managed Print Services, Cloud Computing, Systems Integration, and Application Development and Maintenance.

At the core of Dynacons philosophy is a unified, customer-centric approach—one that emphasizes delivering superior results and building enduring partnerships. By consistently focusing on client needs and proactively expanding our capabilities, we have established long-term relationships that drive repeat business and sustained growth. High client satisfaction, a vibrant and skilled workforce, and a proven track record have positioned us as trusted advisors, able to guide organizations through digital transformation, cloud adoption, IT security, and beyond.

Through a commitment to excellence and innovation, Dynacons continues to push the boundaries of what technology can achieve for businesses. Our strategic investments in next-generation solutions and ongoing skill development place us at the forefront of industry transformation, enabling clients to realize operational efficiencies and unlock new opportunities for growth. With a proven capacity for handling complex, large-scale projects and delivering measurable results, Dynacons is dedicated to empowering organizations to thrive in todays dynamic digital landscape.

Business Segments

Data Centre and Cloud Solutions

Dynacons specializes in Data Centre Augmentation projects, helping enterprises modernize legacy infrastructure with next-generation technologies such as Hyper Converged Infrastructure (HCI), Software Defined Storage (SDS), and virtualization platforms. The company designs and deploys scalable, energy-efficient data centres integrated with advanced cooling, fire safety, and access control systems.

Its Private Cloud Solutions are built on platforms like VMware, Microsoft Azure Stack, and Red Hat OpenShift, enabling secure, compliant, and cost-effective cloud environments. These solutions support mission-critical workloads with enterprise-grade backup and recovery, disaster recovery automation, and data replication across hybrid and multi-cloud setups. Dynacons is also integrating AI-powered resource orchestration, predictive analytics, and automated capacity planning to enhance data centre efficiency, reduce downtime, and optimize energy consumption

In recent years, market adoption of Cloud has matured to hybrid multi-cloud configurations, requiring seamless integration with private/on-premise systems, future cloud native architectures, AI thought leadership and synergies across many services to deliver the outcomes for the customers. To capitalize on this growth potential in overall Cloud space, We have formed full-stack teams in offerings, engineering, sales, solutions, and platform-based operations.

During FY 2024-25, Dynacons secured a significant order from Canara Bank for end-to-end IT infrastructure services. This engagement includes large-scale data center modernization, implementation of robust security frameworks, and managed services for mission-critical applications. The project is one of the largest of its kind in the Indian banking sector and underscores Dynacons ability to execute complex technology transformation programs for top-tier financial institutions.

Network and Security Infrastructure

Dynacons delivers robust SD-WAN Solutions that enable intelligent, secure, and cost-efficient connectivity across distributed enterprise networks. These solutions leverage centralized control, dynamic path selection, and integrated security to optimize performance and reduce operational complexity.

The company also provides comprehensive network and security infrastructure services including next-generation firewalls, intrusion prevention systems, endpoint detection and response, and identity and access management. Dynacons integrates SIEM platforms, conducts vulnerability assessments, and ensures compliance with industry standards. AI is increasingly being used to enhance threat detection, anomaly identification, and automated incident response, enabling faster and more accurate security operations. The company is also exploring AI-driven network traffic analysis to proactively identify performance bottlenecks and optimize routing.

Dynacons has demonstrated outstanding technical capability through numerous large-scale, mission-critical SD-WAN enterprise rollouts for BFSI and public sector clients, delivering secure, high-performance connectivity via meticulous planning, network design, and seamless integration with existing infrastructure. These projects incorporate advanced SD-WAN features such as dynamic path selection, automated failover, and robust security protocols, ensuring rapid connectivity, centralized management, and reliable data protection—key for industries with sensitive data and strict regulations. By collaborating closely with client stakeholders, Dynacons develops tailored solutions that address unique operational challenges, from multi-site connectivity and compliance to real-time monitoring and intelligent traffic routing. This proven expertise not only reflects Dynacons superior technology skill set but also reinforces its reputation as a trusted partner for future-ready, scalable connectivity in demanding enterprise environments.

Workplace Solutions

Dynacons Workplace Solutions are designed to support the modern digital workforce through mobility, collaboration, and automation. The company implements secure virtual desktop infrastructures (VDI), BYOD strategies, and unified communication platforms integrated with tools like Microsoft 365 and Google Workspace.

Our comprehensive workplace technology solutions are centered on elevating user satisfaction, enhancing freedom, and boosting productivity, all while optimizing the return on investment in workplace technologies. By embracing our workplace technology services, end-users can anticipate greater automation and collaboration. Our Workplace Solutions cover the entire lifecycle, encompassing sourcing and logistics, integration, user profiling and enablement, service desk and global field support, remote/branch site optimization, hybrid messaging, enterprise mobile enablement, managed print services, virtualization, desktop as a service, and operating system migration. We have a proven track record of working closely with numerous large enterprises, offering a complete range of Workplace solutions to ensure a seamless work-from-home experience. Our company has successfully secured multiple contracts with prominent BFSI and global enterprises to meet their workplace solution needs.

A key offering under this segment is the IT Lifecycle Management Solution, which provides end-to-end support for IT assets—from procurement and deployment to maintenance, upgrades, and retirement. This includes asset tagging, configuration, warranty tracking, and disposal in compliance with environmental and data security norms. Dynacons leverages AI-driven asset tracking, predictive maintenance, and usage analytics to help organizations optimize asset utilization, reduce downtime, and maintain full visibility across their IT inventory. Additionally, AI is being used to enhance digital employee experience (DEX) through intelligent support systems and personalized workspace configurations.

Managed Services

Dynacons Managed Services portfolio is built on a foundation of automation, analytics, and SLA-driven delivery. The company offers services such as data center and network management, cloud operations, managed security, infrastructure monitoring, and IT staff augmentation, delivered through centralized Network Operations Center (NOC) and Security Operations Center (SOC).

Dynacons provides Infrastructure Management Services (IMS) to oversee the vital IT systems of leading and forwardthinking organizations. Our Enterprise Services encompass a comprehensive range of Enterprise IT and Office Automation Services, such as Infrastructure Managed Services, Break-fix Services, Managed Print Services, Cloud Computing, Systems Integration Services, and Applications Development and Maintenance. Our IT infrastructure management services come with a strong track record. Weve not only successfully executed complex IT transformation projects but have also ensured efficient IT infrastructure services for our enterprise clients. Our history is marked by successful delivery of high-complexity projects, high levels of customer satisfaction, and innovative IT solutions.

Dynacons continued to strengthen its leadership in the BFSI segment by receiving orders from various State Cooperative Banks associated with National Bank for Agriculture and Rural Development (NABARD). The Company has received orders for providing Advance Core Banking As A Service (CBAAS) for a period of 5 years. These orders highlight the companys deep expertise in delivering secure, scalable, and compliant banking platforms tailored for cooperative and rural banking ecosystems. Under the contract, Dynacons will deliver a comprehensive suite of services, including consultancy, implementation, customization, and ongoing support to ensure a smooth transition with minimal operational disruption. The project will include upgrading, migrating, and maintaining the Core Banking Solution on opex basis, as well as bolstering infrastructure and networks using top-tier technology. Leveraging its expertise in banking and digital infrastructure, Dynacons aims to unlock the full potential of the upgraded Finacle platform for the state cooperative banks.

In addition to Canara Bank and NABARD, Dynacons received multiple large-scale projects across government, BFSI, and enterprise sectors. These included digital workplace modernization programs, cloud transformation mandates, and cybersecurity engagements for national-level agencies and large corporates. Such wins demonstrate the companys ability to serve diverse customer needs while building long-term, trust-based relationships.

Embracing the AI Opportunity

We believe every industry stands to benefit from Artificial Intelligence(AI) and the IT industry is at the forefront of this transformation. Dynacons is strategically positioned to lead this shift by leveraging its domain expertise, deep client relationships, and contextual knowledge built over decades. Our ability to combine technology with industry insights makes us an ideal partner for enterprises seeking to embed AI-first cultures, reimagine supply chains, accelerate digital adoption, and create adaptive, resilient operations. With AI, businesses can go beyond incremental improvements to achieve transformative outcomes at scale, opening up new horizons for innovation and growth.

The AI ecosystem is experiencing rapid advancements not just in models and applications but also in the underlying AI infrastructure—from high-performance computing, GPUs, and cloud-native architectures to scalable data platforms and edge AI deployments. These innovations are compelling enterprises to modernize their IT landscapes, build AI- ready infrastructure, and ensure robust data pipelines to feed intelligent systems. Dynacons is enabling organizations to bridge this gap by delivering integrated infrastructure solutions, hyper-converged systems, and cloud platforms that are optimized for AI workloads. This positions us as a trusted partner for enterprises seeking to deploy AI at scale, with speed and efficiency.

As organizations increasingly adopt AI to meet evolving customer expectations, the opportunities for IT partners are unprecedented. Demand is surging for AI-enabled automation, predictive analytics, intelligent operations, and cognitive solutions across BFSI, government, and enterprise sectors. Dynacons is investing in strengthening its AI infrastructure capabilities, forming strategic alliances with technology leaders, and expanding its portfolio of AI-driven solutions. Our approach is focused on delivering measurable value—enhancing efficiency, driving personalization, improving risk management, and enabling new business models. This positions us at the forefront of the AI-led growth era, empowering clients to turn AI potential into business advantage.

Awards & Recognitions

In FY 2024-25, Dynacons received several prestigious industry awards and accolades that underscore its strong market

position and customer-centric approach:

• HPE Solution Provider of the Year 2025 - Recognizing excellence in delivering innovative HPE-based solutions.

• Lenovo Digital Workplace Solution Partner of the Year 2024 - Awarded for leadership in workplace transformation projects.

• Deloitte Technology Fast 50 India 2024 - Fastest Growing Technology Company - Acknowledging Dynacons as Indias fastest-growing technology firm.

• Dun & Bradstreet Top 500 Value Creators of 2024 - Recognition for consistent value creation and financial performance.

• CMMI Level 5 Certification Achievement - A landmark recognition for process maturity and quality excellence.

• Banking Deal of the Year - For delivering one of the largest Core Banking as a Service projects in India.

• Best Partner for Digital Workplace Solutions - Awarded by a leading OEM for transformational workplace solution delivery.

These recognitions reaffirm Dynacons leadership in the IT system integration and managed services space, while

highlighting its ability to combine innovation with execution excellence.

Opportunities and Strengths

The rapid pace of digital transformation in India continues to create significant opportunities for system integrators. With enterprises modernizing infrastructure, adopting hybrid cloud models, and embracing AI-powered automation, the demand for end-to-end technology partners has never been stronger. The Indian governments push for e-governance, digital banking, and citizen-centric digital services presents additional avenues for growth, particularly in the BFSI and public sector domains where Dynacons has built strong delivery capabilities.

Dynacons established track record in delivering large-scale IT projects positions it well to capture this demand. Its deep domain expertise across data centres, workplace solutions, and managed services, coupled with a nationwide service network of over 250 locations, enables the Company to address complex client needs effectively. With more than 80% of its workforce comprising technically skilled engineers, Dynacons delivery strength is a key differentiator in a competitive market.

Another strength lies in the Companys extensive partnerships with global technology leaders such as IBM, Microsoft, Cisco, HP, Dell, Oracle, VMware, and HPE. These alliances not only provide access to cutting-edge technologies but also help strengthen Dynacons solution portfolio. Industry recognitions, including Deloittes Fastest Growing Technology Company award and partner awards from Lenovo and HPE, further validate the Companys strong positioning.

Threats

In todays dynamic and fast-paced digital landscape, IT service providers operate under constant pressure to innovate and adapt. The pace of change in technology, customer expectations, and business models is accelerating, making competitive agility more critical than ever. Competition serves as the primary challenge for most technology enterprises, given the incessant product cycles, the swift shift towards commoditization within the industry, and the ever-evolving technology, market dynamics, as well as governmental policies and regulations. These factors collectively pose challenges and risks to the seamless operation of the company. We observe fierce rivalry in conventional services, a swiftly evolving market landscape, and the emergence of fresh contenders in specialized technology niches.

Our typical competitors in response to requests for proposals are other major global technology service providers. We confront intense competition in established service domains and witness a swiftly evolving marketplace featuring novel players specializing in agile, adaptable, and innovative approaches. The technology products and services sector is fiercely competitive and susceptible to economic conditions and rapid technological advancements. The sector is highly competitive, with numerous players vying for market share. This can lead to price wars and margin pressure. Keeping

up with fast-paced technological advancements and evolving client needs can be challenging and costly. Disruptions in logistics, shortages of critical components pose significant risks to Companys ability to deliver services efficiently and meet client expectations.

In the realm of the IT sector, the organizations success in recruiting, training, and retaining highly skilled IT professionals significantly impacts its ability to execute projects, cultivate and sustain client relationships, and attain projected operational and financial outcomes. The domestic market is witnessing an escalating influx of competition from both prominent international IT firms and Indian counterparts.

As the digital world expands, demand for cybersecurity leaders grows. Organizations recognize cyber risks can lead to financial losses, reputational damage, and threaten public safety. Increasing cyberattacks and data breaches pose significant risks to the security of IT systems and client data, affecting trust and compliance.

Risks and Concerns

Operating in a dynamic industry exposes the Company to various risks. One of the key concerns is technology obsolescence, as rapid advancements require continuous investments in emerging solutions and skill development. Failure to adapt quickly may impact competitiveness. To mitigate this, Dynacons maintains strong focus on R&D, employee training, and adoption of next-generation platforms.

The IT services market is also highly competitive, with pressure from both global majors and domestic players. Competitive intensity can result in pricing pressures, margin compression, and extended sales cycles. Dynacons mitigates this risk by focusing on value-added services, building long-term customer relationships, and investing in automation to improve operational efficiency.

Cybersecurity remains another significant risk, given the growing number and sophistication of cyber threats. With increasing reliance on cloud and digital infrastructure, breaches can lead to reputational damage and financial losses. Dynacons addresses this risk through robust internal information security practices, deployment of advanced security tools, and continuous monitoring through its Security Operations Centre (SOC). Additionally, the challenge of talent retention in niche technology areas continues to be a concern, which the Company addresses through employee engagement, career growth programs, and competitive compensation.

Sustainable Growth

At Dynacons, our very name reflects our dynamic spirit and commitment to continuous evolution. Guided by our 3C philosophy—Concept, Capability, and Culture—we have built a holistic approach that spans the entire IT infrastructure lifecycle, from planning and building to running and monitoring. By consistently refining our concepts, expanding our capabilities, and nurturing a vibrant organizational culture, we ensure that innovation and value creation remain at the heart of everything we do. This approach has enabled us to forge enduring customer relationships, foster an engaged workforce, achieve industry-leading profitability, and steadily expand our market presence, while consistently delivering long-term value to all stakeholders.

Over the years, Dynacons has successfully navigated multiple technology cycles, each time transforming and adapting to build relevant new capabilities and helping clients realize the benefits of emerging technologies. Customer-centricity lies at the core of our strategy, organizational structure, and investment decisions. This enables us to spot trends early, seize new opportunities through timely investments, and mitigate risks, all while fulfilling our social and environmental responsibilities. We continuously broaden and deepen customer relationships by identifying newer areas to add value, proactively investing in capabilities, reskilling our workforce, and launching innovative services, solutions, and platforms.

Our growth philosophy is anchored in a proactive approach—consistently seeking out opportunities within our customers businesses and enhancing their value proposition. We strategically invest in innovative capabilities and introduce novel solutions to capture growth opportunities, while driving revenue expansion and embracing technology-driven business models. By diversifying income streams, catering to diverse customer segments, and strengthening existing relationships, we remain committed to building sustainable growth that benefits our clients, employees, and shareholders alike.

Outlook

The outlook for the IT system integration industry remains highly positive. With businesses across sectors accelerating digital adoption, the demand for integrated, secure, and scalable technology solutions will continue to grow. The Indian market, in particular, offers strong potential as enterprises increasingly transition to hybrid cloud models, modernize data centres, and adopt AI and analytics-driven solutions to drive efficiency and innovation.

For Dynacons, the future holds significant promise. The Companys strong order book, landmark projects such as NABARDs Core Banking as a Service deployment, and its recognition as one of Indias fastest-growing technology companies underscore its ability to deliver growth in the years ahead. Its CMMI Level 5 certification, reflecting process maturity and delivery excellence, further strengthens client confidence and sets the stage for larger, mission-critical engagements.

Through our comprehensive range of services and solutions, we assist our customers in navigating their digital transformation journeys. We have adopted a four-pronged approach to reinforce our relevance to clients and drive rapid value creation: scaling our digital capabilities and remaining agile, upskilling our workforce, expanding our portfolio of offerings, and revitalizing our core IT infrastructure. Our consistent growth is testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape, staying relevant to our customers while remaining focused on creating value for all stakeholders.

This integrated approach will help us bring the best capabilities to every customer, ensuring they are future-ready, resilient, and competitive. We remain steadfastly committed to leading the industry with purpose, innovation, and responsibility. Our focus on innovation and growth drives us to continuously explore new technologies and business models, ensuring we stay ahead in an ever-evolving landscape.

Dynacons remains committed to maintaining financial discipline, operational excellence, and shareholder value creation. With a strong leadership team, talented workforce, and trusted partnerships, the Company is confident of continuing its growth momentum. As digital transformation accelerates across industries, Dynacons aims to not just participate but lead in shaping the future of Indias digital infrastructure landscape.

Internal Financial control systems and their adequacy

The Internal Control is intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. Dynacons has aligned its current systems of internal financial control with the requirement of Companies Act, 2013.

Dynacons internal controls are commensurate with its size and the nature of its operations. The Companys well-defined organizational structure, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. There is an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations.

Dynacons Systems & Solutions Limited has an audit committee, the details of which have been provided in the corporate governance report. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. Dynacons also undergoes periodic audit by the Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets Dynacons statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

Dynacons management assessed the effectiveness of the companys internal control over financial reporting (as defined in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2025. M/s. MSP & Co., the statutory auditors of Dynacons, have audited the financial statements included in this annual report and have issued an attestation report on the companys internal control over financial reporting (as defined in section 143 of Companies Act 2013).

The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI Regulations 2015), the Companys audit committee has concluded that, as of March 31, 2025, the Companys internal financial controls were adequate and operating effectively.

Details of Ratios

The Company hereby provides the details of ratios as required under Schedule V (b) of the SEBI (LODR) Amendment Regulations, 2018

Details of significant changes in key financial ratios

Sr. No. Particulars	2024-2025	2023-2024	Change of %	Remarks
1 Debtors Turnover (in months)	4.14 Months	4.70 Months	11.91%	-
2 Inventory Turnover (Revenue from Operations/Avg Inv) in times	19.25	18.62	3.39%	-
3 Interest Coverage Ratio	8.47:1	9.39:1	(9.80)%	-
4 Current Ratio	1.36:1	1.39:1	(2.53)%	-
5 Debt Equity Ratio	0.22:1	0.21:1	6.66%	-
6 Operating Ratio Margin	0.09:1	0.08:1	12.50%	-
7 Net Profit Margin (%)	5.72%	5.27%	8.89%	-

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

Financial Year	2024-2025	2023-2024
Return on Networth (%)	31.36%	34.25%

The Return on net worth increased during the year 2024-25 as compared to previous year 2023-24 because of net profit earned of Rs. 7241.44 Lakhs in 2024-25 as against net profit earned of Rs. 5396.03 Lakhs in year 2023-24.

3. The Change in the Nature of Business, if any

There was no change in the nature of business of the Company, during the year under review.

4. Dividend

For FY2025, based on the Companys performance, the Directors had declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,56,565 (gross) subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2024-2025 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 23, 2024.

For FY2026, based on the Companys performance, the Directors had declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,62,665 (gross) subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2025-2026 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 22, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Companys website at http://dvnacons.com/wp-content/uploads/2020/08/ Dividend-Distribution-Policy-DSSL-Final.pdf

5. Transfer to Reserves

The Company has not transferred any amount to reserves.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The requirement of transfer of unclaimed dividend to Investor Education and Protection Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to the Company, for the year ended on March 31, 2025.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the year under review, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report:

Your Company being covered under the threshold limit mentioned under notification dated 7^th November, 2024, issued by Ministry of Micro, Small and Medium-Enterprise, has registered on Trade Receivables Discounting System Platform (TreDS).

The Directors had declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,62,665 (gross), subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2025-2026 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 22, 2025.

The Board in their meeting held on January 03, 2025, had allotted 12,200 equity shares to the eligible Employees of the Company who had exercised their stock options under the Dynacons-Employees Stock Option Plan 2020 ("ESOP- 2020"). Further, the Company had received Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited on January 14, 2025.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

• There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and companys operations in future.

• There was no change in the nature of business of the Company.

• During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies

The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd. as on March 31, 2025. Further, an Associate Company of Dynacons Systems & Solutions Limited ("the Company") in the name of "Cybercons Infosec Private Limited" had been incorporated on November 06, 2023. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure-I

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.dvnacons.com

10. Directors and Key Managerial Personnel

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Mr. Parag Dalal, Whole-Time Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the resolution for members approval for the said appointment.

The shareholders re-appointed Mr. Shirish Anjaria, as Chairman cum Managing Director, Mr. Parag Dalal, as Whole-time director and Mr. Dharmesh Anjaria, as Whole-time director and Chief Financial Officer for a further period of Five years with effect from February 01, 2025, at their Annual General Meeting held on September 30, 2024.

Mr. Jitesh Jain, Non-Executive, Independent Director of the Company resigned w.e.f. business hours of March 04, 2025, due to other ongoing engagements and personal commitments.

The Board of Directors appointed Mr. Ashok Bhumaiah Rajagiri as an Additional Independent Non-Executive Director of the Company w.e.f. March 05, 2025, subject to shareholders approval. Further, shareholders through postal ballot on April 10, 2025, appointed Mr. Ashok Bhumaiah Rajagiri as Non-Executive, Independent Director of the Company for the term of 5(five) years.

All the above appointments/re-appointments by the Board of Directors are based on the recommendation of the Nomination and Remuneration Committee.

The resolutions requiring approval of the members for aforementioned appointment/re-appointments together with requisite disclosures are set out in the Notice of the ensuing 30th Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, the Independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during the Financial Year 2024-2025.

11. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employees remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- II

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

12. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, at the 27^th AGM held on September 30, 2022 the members approved re-appointment of M/s. MSP & Co., Chartered Accountants Firm (Firm Registration No.107565W) as Statutory Auditors of the Company to hold office from the conclusion of 27^th AGM till the conclusion of the 32^nd AGM.

Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.

13. Statutory Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

14. Internal Auditors

The Board in their Meeting held on May 30, 2024, had re-appointed Mr. Satya Pattnaik as the Internal Auditor for a period of two years from Financial Year 2024-25 to 2025-26.

15. Cost Audit and Cost Auditors

The Company has maintained cost records for the Financial Year 2024-25 as prescribed by Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board had appointed Sarvottam Rege & Associates (Firm Registration no. 104190), Cost Accountants, for the conduct of the Cost Audit of the Company.

16. Reporting of Fraud by Auditors

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report. The details are as follows:

(a) Nature of fraud description: Not Applicable

(b) Approximate amount involved: Nil

(c) Parties involved, if remedial action not taken: Not Applicable

(d) Remedial action taken: Not Applicable

17. Corporate Governance

Pursuant to Schedule V to the Listing Regulations and as required under Regulation 27 of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report and the Certificate duly signed by the Chairman cum Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2025 forms a part of Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate time for meeting stakeholders expectations while continuing to comply with the mandatory provisions of corporate governance.

18. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company - www.dvnacons.com.

19. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the Independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

20. Relationship Between Directors Inter-Se

The Directors, Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having father and son relationship are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Other than these, none of the Directors are related.

21. Particulars of the Employees

The information as required under Section 197 of the Act and rules made there-under for employees who are in receipt of remuneration which exceeds the limits specified under the said rules read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure II below.

22. Documents placed on the Website of the Company:

The following documents have been placed on the website in compliance with the Act:

• Financial statements of the Company and consolidated financial statements along with relevant documents as per third proviso to Section 136(1).

• Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per Schedule IV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

• Materiality Policy under Regulation 30 of SEBI(LODR) Regulations, 2015

• CSR Policy

23. Human Resource Management (Material developments in Human Resources/Industrial Relations front, including number of people employed)

A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth. Our empowering culture, philosophy of investing in people, career growth opportunities, and progressive HR policies have resulted in consistently high retention levels and developed a strong employer brand.

The Company values its human resources and believes that the success of an organisation is directly linked to the competencies, capabilities, contributions, and experience of its employees. The Companys core philosophy is centered around promoting a safe, healthy, and happy workplace while fostering a conducive work environment among its employees. Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

Another critical aspect that companies must prioritize is the cultivation of a workforce poised for the future. The impending transitions in energy, supply chain dynamics, and the integration of artificial intelligence demand a multifaceted approach. This entails the imperative to reskill or upskill existing employees, embark on fresh talent acquisitions, and invest significantly in research and development initiatives. Capitalizing on our technological prowess positions us favorably to meet the burgeoning global demand and expand our talent pool.

The landscape of work is rapidly evolving, prompting organizations worldwide to rethink their strategies for talent acquisition and management. In the contemporary context, companies have the capacity to tap into talent resources from virtually anywhere, necessitating leaders to adeptly harness this global talent reservoir. Technological advancements and collaborative tools have paved the way for virtual and hybrid work models, making it essential to adopt an approach that leverages cutting-edge technologies such as AI and cloud computing to foster effective employee engagement and collaboration.

Your organization is making substantial investments in fortifying its AI capabilities, thereby augmenting the array of solutions offered to its clientele. This strategic commitment underscores the recognition of the pivotal role that talent plays in propelling the company forward.

Our overarching goal is to attract, nurture, motivate, and retain a diverse talent pool, as this diversity is a cornerstone of competitive distinction and long-term prosperity. The companys talent management strategy is meticulously crafted to unlock the full potential of every employee. This strategy is anchored in the principles of purpose-driven work, inclusivity, an intellectually stimulating work environment, and a rewards system that recognizes and motivates employees. The endgame is to deliver an exceptional employee experience while catalyzing business growth.

The number of people employed during the year ended on March 31, 2025 were 1013.

24. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. HSPN & Associates LLP, (Formerly known as HS Associates) Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2024-2025. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y. 2024-2025 in Form MR-3 is annexed to this report as Annexure-III and IIIA.

25. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing Company Secretary in their Reports

The Auditors Report to the members on the Accounts of the Company for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

26. Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2024, was Rs. 12,71,31,300 divided into 1,27,13,130

Equity shares of Rs. 10 each which has increased to Rs. 12,72,53,300 divided into 1,27,25,330 Equity shares of Rs.

10 each as on March 31, 2025, since the Company had allotted 12,200 equity shares in the Board meeting held on

January 03, 2025, to the eligible Employees of the Company who had exercised their stock options under the Dynacons-

Employees Stock Option Plan 2020 ("ESOP-2020").

27. Shares

a. Issue of equity shares with differential rights: All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity shares with differential voting rights during the financial year under review.

b. Buyback of Securities: The Company has not bought back any of the securities during the year under review.

c. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

d. Preferential issue: The Company has not issued any equity shares through preferential issue during the year under review.

e. Employee Stock Option Plan: The Company has not provided any stock options to the employees for the year under review. However, the Nomination and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under Dynacons - Employees Stock Option Plan 2020 (ESOP — 2020) of which 20,050 equity shares were allotted to the eligible Employees of the Company who had exercised their stock options and the Company had received Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited on April 12, 2024 and 12,200 Equity shares were allotted in the Board Meeting held on January 03, 2025, for

which the Company received Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited on January 14, 2025. Further, the Company had received In-Principal Approval from BSE Limited on 10^th February, 2022 and from National Stock Exchange India Limited on 1^st April, 2022 for listing of 15,00,000 (Fifteen Lakhs) Equity Shares of 10 each to be allotted under Dynacons - Employee Stock Option Plan 2020.

28. Employees Share Option Plan 2020

The Company, at the 25^th Annual General Meeting held on 30^th September, 2020, had taken the approval of the shareholders for its Employees Stock Option Plan (Dynacons-ESOP-2020). Further the Board on the recommendation of the Nomination and Remuneration Committee vide its meeting dated 10^th March, 2022 made alterations/amendments to the existing scheme of the Company, namely Dynacons- Employee Stock Option Plan 2020" in order to make the scheme consistent with existing regulatory requirements (i.e., Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021).

The Company has not provided any stock options to the employees for the year under review. However, the Nomination and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under Dynacons - Employees Stock Option Plan 2020 (ESOP — 2020) of which 20,050 equity shares were allotted to the eligible Employees of the Company who had exercised their stock options under the Dynacons-Employees Stock Option Plan 2020 ("ESOP-2020") in the Board Meeting held on March 29, 2024, and the Company had received Listing/Trading approval from BSE Ltd and National Stock Exchange of India Limited on April 12, 2024 and 12,200 Equity shares were allotted in the Board Meeting held on January 03, 2025,for which the Company received Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited on January 14, 2025.

With this allotment, the paid-up capital of the Company had increased to Rs. 12,72,53,300/- divided into 1,27,25,330 equity shares of face value of Rs. 10/- each.

Further the Nomination and Remuneration Committee in its meeting held on January 09, 2025, had approved grant of 12,750 stock options under Dynacons - Employees Stock Option Plan 2020 (ESOP — 2020).

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2025, is available at the website of the Company at www.dynacons. com. The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Regulations would be placed at the ensuing Annual General Meeting for inspection by members.

29. Credit Rating

Your Directors have pleasure to inform that Acuite carried out a credit rating assessment of the Company for both short-term and long-term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking facilities, which enables the Company to access banking services at low costs, below is the latest ratings provided to the Company

Name of the Agencies	Facilities	Amt (in Cr.)	New/ Re-affirmed Rating assigned & Rating outlook
Acuite Ratings & Research Ltd.	Long Term Instruments (Bank Loan)	35	ACUITE A- (Outlook: Stable) Assigned
Acuite Ratings & Research Ltd.	Short Term Instruments (Bank Loan)	30	ACUITE A2+ (Outlook: NA) Reaffirmed
Acuite Ratings & Research Ltd.	Long Term Instruments (Bank Loan)	20	ACUITE A- (Outlook: Stable) Assigned
Acuite Ratings & Research Ltd.	Short Term Instruments (Bank Loan)	160	ACUITE A2+ (Outlook: NA) Assigned

Considering the request made by the Company, and as per the policy on withdrawal of CARE Ratings and on receipt of NOC for the Bank facilities from the Bank, CARE Ratings vide their letter dated February 12, 2025, had communicated the withdrawal of its credit ratings assigned to the bank facilities of the Company.

30. Fixed Deposits

During the financial year under review, the Company has not accepted any type of deposits which falls under the purview of Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable. There were no unclaimed or unpaid deposits as on March 31, 2025.

No money has been received by the Company from any of its director.

31. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with no material departures;

(b) 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/loss of the Company for that period;

(c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and

Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts)

Rules, 2014 forming part of Directors Report for the year ended March 31, 2025 is as under:

(A) Conservation of energy:

(i)	The steps taken or impact on conservation of energy	The Companys operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
(ii)	The steps taken by the Company for utilizing alternate sources of energy	During the year under review, there were no alternate sources of energy utilized by the Company, however as and when any such opportunities arise, the Directors shall take necessary steps to utilize such alternate sources of energy.
(iii)	The capital investment on energy conservation equipment	The Company has not incurred any capital investment on energy conservation equipment during the year under review.

(B) Technology absorption:

(i)	The efforts made towards technology absorption	Considering the nature of business activities carried out by the Company during the year under review, technology has played a vital role. The Directors have taken necessary steps to ensure that wherever the Company can adopt and upgrade the technology and digitize processes, the same has been done to achieve business growth.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution:	Considering the nature of the business carried out by the Company, use of technology and digitization has enhanced the efficiency of the Companys business.
(iii)	Details of imported technology:
(a)	The details of technology imported	No technology has been imported by the Company during the financial year.
(b)	The year on import	Not Applicable
(c)	Whether the technology been fully absorbed	Not Applicable
(d)	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	Not Applicable
(iv)	The expenditure incurred on research and development	Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company-NIL

(C) Foreign exchange earnings and out-go are set out below:

Particulars	Financial year ended on March 31,2025 (in INR (in Lakhs))	Financial year ended on March 31, 2024 (in INR (in Lakhs))
Foreign Exchange Earnings	2312.16	1,319.75
Foreign Exchange Outgo	762.43	733.22

(Including capital goods and other expenditure)

33. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

34. Number of Meetings of the Board

During the year, 13 (Thirteen) Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

35. Meeting of Independent Directors

The Independent Directors met once during the year on March 20, 2025 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

36. Declaration by an Independent Director(s)

The Board has received the declaration from all the Independent Directors (Including Independent Director appointed during the year) as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

37. Policy on directors appointment and remuneration and other details

The Companys policy on directors remuneration and appointment and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

38. Internal Financial Control System

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

39. Committees of the Board

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. During the year under review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

There are currently 5 Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship and Grievance Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Other committees as required to be formed by the Company under statutory laws.

The details pertaining to the composition, number of meeting, attendance, etc. of the Boards Committees are included in the Corporate Governance Report, which is a part of this report.

40. Vigil Mechanism (Whistle Blower Policy)

Your Company has established a mechanism called Vigil Mechanism, as per Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://dvnacons.com/wp-content/uploads/2020/08/Vigil-mechanism-policv-DSSL-Final.pdf

41. Risk Management Policy

Risk Management Policy identifies, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis annexed to the Annual Report.

42. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee as per Section 135(1) of the Companies Act, 2013. The composition of CSR Committee and terms of reference are provided in Corporate Governance Report. The CSR policy, composition of CSR committee and the CSR activities is uploaded on the Companys website at www.dvnacons.com. The CSR Report for the Financial Year 2024-25 is annexed to this report as Annexure-IV.

43. Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-7 is available on the website of the company at the web link: https://dvnacons.com/investors/others/annual-return/

44. Particulars of Loans, Guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the note no. 32.10(b) to the Financial Statements.

45. Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The details of material contracts or arrangements or transactions at arms length basis or otherwise have been disclosed in Form AOC-2 as Annexure V.

Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Companys website at https://dynacons.com/investors/policies/

46. Obligation of Company under the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the said Act). During the year Company has not received any complaint of harassment. However, as required the following is the details of complaints received and resolved during the year:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days	Number of workshop or awareness programmes against sexual harassment carried out	Nature of action taken
NIL	NIL	NIL	4	NA

47. Cash flow and consolidated financial statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Consolidated Financial Statement is a Part of Annual Report.

48. Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

49. Disclosure under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

50. Disclosure under the Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

51. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon is forming part of Corporate Governance Report, and the integrated Management Discussion and Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

No application has been made under Insolvency and Bankruptcy Code, hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

52. Acknowledgements

Your Directors thank the Companys Investors, Clients, Vendors, Bankers, Business and various governmental as well as regulatory agencies for their continued support and confidence in the management.

Your Directors wish to place on record their deep sense of appreciation of the dedicated and sincere services rendered by employees at all levels during the year. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support.

	Shirish Anjaria	Parag Dalal
	Chairman cum	Executive Director
Date: September 03, 2025 Place: Mumbai	Managing Director Din no.: 00444104	Din no.:00409894