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Dynamatic Technologies Ltd Directors Report

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Sep 15, 2025|12:00:00 AM

Dynamatic Technologies Ltd Share Price directors Report

Your directors are pleased to present herewith the 50th (Fiftieth) Annual Report of Dynamatic Technologies Limited (the ‘Company) along with the Audited Financial Statements for the financial year ended 31st March 2025.

FINANCIAL RESULTS:

The Financial Results of the Company for the year ended 31st March 2025, were as follows:

(Rs in Lakhs)

Consolidated

Standalone

Particulars

Year Ended 31 Year Ended 31 Year Ended 31 Year Ended 31
March 2025 March 2024 March 2025 March 2024

Revenue from Operations

1,40,380 1,42,933 63,918 58,186
Less: Cost of material and changes in inventories 65,359 66,815 31,811 27,785
Less: Employee benefit expenses 31,997 30,167 10,346 8,492
Less: Other Expenses 27,192 30,010 11,173 10,805

EBITDA

15,832 15,941 10,588 11,104

EBITDA Margin

11.28%

11.15%

16.56%

19.08%

Add: Other Income 2,280 4,282 1,661 1,830
Less: Finance Charges 5,672 6,255 4,269 5,026
Less: Depreciation and Amortisation Expenses 6,929 6,636 2,549 2,410

Profit before tax & Exceptional items

5,511 7,332 5,431 5,498
Profit before tax margin 3.93% 5.13% 8.50% 9.45%
Add: Exceptional items - 6,231 - 5,132
Less: Tax expenses 1,207 1,382 365 1,181

Profit after tax

4,304 12,181 5,066 9,449
Profit after tax margin 3.07% 8.52% 7.93% 16.24%
Add: Other Comprehensive Income/(Losses) 1,147 1211 (271) 427

Total comprehensive income, carried to

5,451 13,392 4,795 9,876

Balance Sheet

COMPANY PERFORMANCE:

The Consolidated net sales for FY2025 were Rs. 1,40,380 lakhs, decreased by 1.8% as compared to Rs. 1,42,933 lakhs in FY2024. Consolidated EBITDA for FY2025 was reported as Rs. 15,832 lakhs as compared to Rs. 15,941 lakhs in FY2024. EBITDA margin for the year under review was 11.28% compared to 11.15% in FY2024.

The Aerospace segment reported a growth of 19.2% y-o-y in FY2025 driven by execution of commercial order book. This segment is positioned for continued momentum, supported by steady progress on key programs and new projects industrialization as per the schedule. Recent budgetary support for domestic defence procurement further positions us to capitalize on emerging opportunities in aerospace and defence modernization across the globe. However, supply chain constraints may persist to continue due to global geopolitical uncertainties.

The Hydraulics segment witnessed a year-over-year growth of 2.2%. However, performance in H2 was impacted by reduced construction activity and softer demand across key geographies, along with a less favorable sales mix. Margins were adversely affected due to negative margins in UK operations, primarily driven by partial charge-offs related to redundancies as part of the ongoing rationalization of product lines between the Swindon and Bangalore facilities. While the segment faced challenges due to muted construction demand, strong agricultural demand supported by a favorable monsoon and the governments continued infrastructure push are expected to drive revenue growth in India. Margin improvement is also anticipated in the coming quarters, upon completion of the product line rationalization between India and the UK.

The Metallurgy segment has shown an y-o-y decline of 28.9% in FY2025 as the German economy remained in recession mainly due to a negative contribution from net trade and a slowdown in household consumption leading to lower demand. Factors contributing to the downturn included high energy costs, global competition coupled with geopolitical uncertainties, and declining industrial output.

SEGMENT PERFORMANCE:

AEROSPACE & DEFENCE: The Aerospace & Defence segment recorded a revenue of Rs. 60,785 lakhs compared to Rs. 51,009 lakhs in FY2024. Segment EBITDA for the year was Rs. 15,783 lakhs, reported alongside Rs. 13,094 lakhs in FY2024.

In FY2025, our aerospace segment was undeniably the engine of our success, driving both top-line growth and strong profitability. This division not only held its dominant position but also deepened its strategic value to our operations, consistently delivering excellent margins. A defining moment was the inauguration of the Rear Fuselage Assembly Line for the D328eco? turboprop in Bangalore, a crucial step in our partnership with Deutsche Aircraft. This milestone signals our successful shift from concept to serial manufacturing, showcasing our advanced aerospace capabilities and reinforcing our strong commitment to the "Make in India" initiative. This ongoing collaboration has significantly enhanced our supply chain resilience, putting us in an excellent position to capture the burgeoning opportunities in regional aviation, directly supporting Indias broader connectivity and sustainability ambitions. Even in the face of ongoing global supply chain disruptions and commodity price pressures, our aerospace business sustained its strong performance by rigorously industrializing secured programs, thereby ensuring the scalability and efficiency needed to fulfill demanding customer schedules. The A220 doors program is rapidly progressing. Weve positioned all sub-assembly and main-assembly jigs and fixtures on the shop floor, and pre-production activities are officially underway with our fully trained team. Parts are now arriving to support assembly, a key step in our ramp-up. We also swiftly added 30,000 sq. ft. of floor space in just three months. The program remains on track with clear visibility and strong momentum. First-Article Inspection is anticipated to begin this September. A strong order book and continued revenues from large Global OEMs like Airbus A330, Airbus A220, Dassault new work FAI and Deutsche Aircraft alongside focus on increasing business on detailed parts at Dynamatic Manufacturing Limited (DML) is expected to ramp up the revenues in the coming years. HYDRAULICS: The Hydraulics segment recorded a revenue of Rs. 45,804 lakhs compared to Rs. 44,834 lakhs in FY2024. Segment EBITDA for the year was Rs. 2,415 lakhs, reported alongside Rs. 3,771 lakhs in FY2024.

The Hydraulics segment maintains its position as a world leader in gear pump manufacturing, with operations split between Bangalore, India, and Swindon, UK. Facing a rapid and seemingly irreversible decline in European supply chain reliability over recent quarters, weve made a strategic decision to transfer production from our UK facility to India, with only select strategic lines remaining in the UK. This changeover, while currently impacting our operations and incurring significant transition costs, is projected to deliver substantial savings in H2 FY26 and establish a more robust, long-term business structure. Government policy continues to play a pivotal role in driving the sector forward. Supportive measures, including reduced import duties, subsidies for agricultural equipment, and simplified credit disbursement schemes, have enhanced affordability and accessibility for farmers. The construction equipment industry remains integral to Indias broader economic development plans and is expected to play a critical role in enabling infrastructure-led growth.

METALLURGY: The Metallurgy segment recorded a revenue of Rs. 33,483 lakhs compared to same period last year Rs. 47,081 lakhs. Segment EBITDA was Rs. 1,004 lakhs compared to Rs. 2,467 lakhs in FY2024.

The Metallurgy division encountered ongoing challenges due to subdued industrial demand, especially in Europe, coupled with inflationary pressures and elevated energy costs. These factors contributed to a decline in revenues and margins for the year. US political shifts are changing the game for Ukraine war funding and have temporarily delayed offtake of Erlas shell production. Meanwhile, with potential reductions in American aid, Germany and EU are stepping up, accelerating their own defence spending to ensure security, encouraging German companies to increase defence production.

Going forward, the segment performance will be majorly driven by availability of raw material, input commodity prices and cost of financing to end customers. Focus on high margin product mix, rationalization of low margin products alongside development of aerospace castings and forgings in the future is expected to drive the business growth in the coming years.

STATE OF THE COMPANYS AFFAIRS:

Over the years, Dynamatic Technologies has created its own brand image and has found its niche presence in the industry. Dynamatic Technologies supplies products to the worlds renowned Original Equipment Manufacturers (OEMs) such as Airbus, Boeing, Bell Helicopters, Deutsche Aircraft, Dassault Aviation, Daimler, BMW, Macdon, JCB, John Deere and Mahindra & Mahindra.

The Company is focused on expanding the size of business with existing customers and expanding its customer base with addition of new customers. With a strong business foundation, technological excellence and industry recognition for products, we are confident of creating utmost value for all our stakeholders.

DIVIDEND:

Pursuant to the approval of the Board of Directors on 13th November 2024, the Company paid an interim dividend of Rs. 2 per equity share of face value Rs. 10 each, to shareholders whose names appeared in the Register of Members as on 29th November 2024, the record date fixed for this purpose. However, the Board did not recommend any final dividend, as the Company aims to conserve cash for future growth. Accordingly, the total dividend for the financial year ended 31st March 2025 stands at Rs. 2 per equity share of face value Rs.10 each.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company under the ‘Investors section at https://www.dynamatics.com

SHARE CAPITAL:

As of 31st March 2025, the Company had an authorized share capital of Rs. 2,500 lakhs, divided into 2,00,00,000 equity shares of Rs. 10/- each and Rs. 500 lakhs divided into 5,00,000 redeemable cumulative preference shares of Rs. 100/- each. The Issued, subscribed and paid-up Equity Share Capital of the Company as of 31st March 2025 was 679.14 lakhs, comprising 67,91,443 equity shares of Rs. 10/- each.

TRANSFER TO RESERVES:

The movements in reserves and surplus/retained earnings are available in the Statement of Changes in Equity, which forms part of the financial statements.

CAPITAL EXPENDITURE:

During the year under review, the Company incurred capital expenditure of Rs. 5,860 lakhs for physical infrastructure and Rs. 850 lakhs for procurement of intangible assets. Significant investments have been made in building infrastructure, data security, information systems, and design and development activities, for the future benefits of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS). The Audited Consolidated Financial Statements together with the Auditors Report thereon form part of this Integrated Annual Report. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations. The Policy, as approved by the Board is uploaded on the Companys website at https://www.dynamatics.com.

SUBSIDIARIES:

The Company has ten subsidiaries. There are no associate or 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 subsidiaries. The structure of Dynamatic Technologies Limited and its subsidiaries as on 31st March 2025, is appended hereunder:

* JKM Erla Holdings GmbH, Germany, ceased to exist with effect from 30th September 2024, pursuant to the court order dated 16th September 2024.

** JKM Automotive Limited filed an application for strike-off, as it was unable to achieve its intended objectives and has not generated any income since its incorporation.

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 No. AOC-1 is attached to the financial statements of the Company.

INDIAN SUBSIDIARIES:

Dynamatic Manufacturing Limited, India (DML) is a wholly owned subsidiary of the Company. DML serves as a Centre of Excellence for detail parts and is engaged in the engineering, manufacturing, and delivery of components for various aircraft parts. Its capabilities include fabrication, precision machining, sheet metal work, forming technology, stretch forming, rubber press operations, Amada CNC bending, AWS-certified welding (American Welding Society), special processes, heat treatment, and aerospace fabrication.

JKM Research Farm Limited, India (JRFL) is a wholly owned subsidiary of the Company. It continues to be the Research & Development facilitator to the Company. It supports the Hydraulics & Dynauton Division of Dynamatic Technologies Limited (DTL) in the areas of design concept, functional prototype testing, and technical information.

JKM Erla Automotive Limited, India (JEAL) continues to be a wholly owned subsidiary of the Company and is a non-operating company.

JKM Automotive Limited (JAL) a wholly owned subsidiary of JEAL, is a non-operating company. JAL has filed an application for strike-off, as it was unable to achieve its intended objectives and has not generated any income since its incorporation. As of the date of this report, the application is pending with the Ministry of Corporate Affairs (MCA).

OVERSEAS WHOLLY OWNED SUBSIDIARIES:

JKM Global Pte. Limited, Singapore, continues to be an investment hub for overseas businesses.

Dynamatic Limited, Swindon, UK, (DLUK) is a wholly owned subsidiary and held through JKM Global Pte. Limited, Singapore.

Dynamatic Hydraulics?, a division of DLUK located in Swindon, UK, produces high performance engineered hydraulic products. The plant has over 50 years of experience in gear pump design and manufactures and caters to agriculture, construction, and off-highway vehicle manufacturers. Products include combined variable and fixed displacement pump packages, temperature-controlled fan drive systems and fixed displacement pumps in aluminium and cast iron with a range of additional integrated valve options.

Dynamatic-Oldland Aerospace?, a division of Dynamatic Limited UK, is located in Swindon, and is a leader in Aeronautical Precision Engineering and is currently manufacturing and supplying high precision and complex machined components for most of the Airbus family of aircraft.

Yew Tree Investments Limited, Bristol, UK is a wholly owned subsidiary of Dynamatic Limited, UK.

Originally Yew Tree Investments Limited and Dynamatic Limited were the subsidiaries of JKM Global Pte. Limited. Post-merger, DLUK has both its Hydraulics and Aerospace units in Swindon.

Dynamatic LLC, US is a subsidiary of Dynamatic Limited, UK.

JKM Erla Holdings GmbH, Germany (JKM Erla) was engaged in the business of setting up automotive component processing manufacturing units. JEAL owned 100% share holdings in JKM Erla, which inturn held 100% share holdings in Eisenwerk Erla GmbH, Germany upto 31st July 2023. As a result of corporate restructuring measures implemented by Eisenwerk Erla, the 100% shareholdings of Eisenwerk previously held by JKM Erla was assigned to JEAL, effective August 1, 2023.

As an outcome of the corporate restructuring measures JKM Erla ceased to exist with effect from 30th September 2024, pursuant to the court order dated 16th September 2024.

Eisenwerk Erla GmbH, Germany (Eisenwerk) it has been in business for over 630 years and is a preferred supplier to leading global OEMs including Audi, BMW and Volkswagen. The manufacturing capabilities of this subsidiary include high precision machining of complex metallurgical products for automotive engines and turbochargers.

As part of the groups strategy, the Companys wholly owned step-down subsidiary, Eisenwerk Erla GmbH, Germany (EEG) had undertaken corporate restructuring measures which were approved in August 2023. As a result, the 100% shareholdings of Eisenwerk previously held by JKM Erla were assigned to JEAL, effective August 1, 2023. Eisenwerk is currently in the process of transformation from automotive/foundry-focus to the aerospace business.

PERFORMANCE OF SUBSIDIARIES:

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 No. AOC -1 is attached to the financial statements of the Company as

Annexure-1.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries. 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 (https://www.dynamatics.com).

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and external agencies, including audit of internal controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2024-25.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: i. in the preparation of the annual accounts, for the Financial Year ended 31st March 2025, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and have 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 for the Financial Year ended 31st March 2025, 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; and 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.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Inductions, Re-appointments, Retirements &

Resignations:

The shareholders approved the appointment of Mr. Chalapathi P (DIN: 08087615) as an Executive Director to hold office for a term of three years w.e.f. 13th November 2024, till 12th November 2027. Mr. P S Ramesh (DIN: 05205364), retired as Executive

Director & COO Hydraulics on 13th November 2024, after completing his term of appointment. The Board places on record its appreciation for the contributions and guidance made by Mr. P S Ramesh, during his stint with the Company as Executive Director & COO Hydraulics.

Dr. Ajay Kumar (DIN: 01975789), resigned as an Independent Director on 15th May 2025, owing to his appointment as Chairman of the Union Public Service Commission, pursuant to the order of the Honble President of India, thereby assuming a constitutional responsibility of national importance. Dr. Ajay Kumar has confirmed that there are no other material reasons for his resignation other than those stated above. The Board places on record its appreciation for the contributions and guidance made by Dr. Ajay Kumar, during his stint with the Company as an Independent Director.

During the year under review, the company did not have any pecuniary relationship or transactions with any of its directors, other than payment of remuneration/incentive to the Executive Directors and sitting fees to Non-Executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2025, are:

• Mr. Udayant Malhoutra, CEO & Managing Director

• Mr. Chalapathi P, Executive Director & Chief Financial

Officer

• Mr. Shivaram V, Chief Legal Officer & Company Secretary

Declaration by Independent Directors:

All the Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Act, that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act as well as the Rules made thereunder and the Listing Regulations and are independent of the management.

BOARD MEETINGS:

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

COMMITTEES OF BOARD OF DIRECTORS:

The Board has eight committees:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee,

4. Risk Management Committee

5. Technology & Strategy Development Committee,

6. Finance Committee,

7. Corporate Social Responsibility Committee and

8. Independent Directors Committee.

Details of all the Committees of Board of Directors as per the Secretarial Standard - 1, as issued by the Institute of Company Secretaries of India have been disclosed in the Corporate Governance Report. The Board has accepted the recommendations made by the Committees of Board of Directors during the year under review, with no instances where recommendations of the Audit Committee were not accepted by the Board.

REMUNERATION POLICY:

The remuneration philosophy at Dynamatic Technologies centers on fostering a culture of leadership built on trust. The company aims to offer opportunities that reinforce its performance-driven culture. Adhering to globally accepted governance practices, the remuneration policy is designed to attract, motivate, and retain talent while enhancing productivity. This policy creates a supportive work environment, encourages personal growth and teamwork, and provides competitive remuneration packages. Additionally, the policy is market-responsive, tailored to attract and retain quality talent, and leverage performance across different business sectors. Members can download the complete remuneration policy on the Companys website www.dynamatics.com in Investors Desk section.

DIVERSITY IN THE BOARD:

In line with the core strategy, the Company understands the importance of maintaining board diversity. Ensuring optimal mix of varied perspectives, skills, expertise, industry experience, age gender, race, ethnicity, and cultural background is critical to foster innovation and helps us to retain our competitive advantage. The Board has adopted the policy on appointment, continuation and cessation of Directors which sets out the approach to diversity in the composition of the Board. The Company has an optimum mix of executive and non-executive independent directors and woman director.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Dynamatic Technologies ensures high corporate governance through appropriate induction and ongoing training for all directors. Each new independent director participates in an induction program designed to provide a comprehensive understanding of the companys businesses, markets, and regulatory environment. This program also familiarizes directors with management and operations, helping them understand their roles and responsibilities to contribute significantly to the companys growth. Directors have full opportunities to interact with senior management and receive all necessary documents to enhance their understanding and effectiveness. Dynamatic Technologies firmly believes that a well-informed and familiarized Board can significantly contribute to effectively discharging its role of trusteeship, thereby fulfilling stakeholders expectations. To achieve this, directors are continuously updated on corporate and industry developments, including regulatory and economic changes, enabling them to make well-informed and timely decisions. During the year, the Board members visited Industrial Training Institute (ITI) campus, Devanahalli, Bangalore, as a part of familiarization program organized for the directors, key managerial personnel and invitees. The visit was aimed to showcase the companys initiatives to promote education as a part of its corporate social responsibility mission. Further, a special visit was arranged for all the Directors to the Dynamatic Manufacturing Limited (DML) facility located in Peenya, Bangalore, providing them with first hand exposure to the Companys manufacturing and product development operations. The Directors toured DMLs advanced manufacturing unit, gaining insights into the various processes involved in producing detailed parts for aerostructure assemblies, the control systems in place, and the overall scale of operations. Each Director spent approximately four hours at the facility during this visit. The details of the familiarisation programme are uploaded under the Investors Desk section on the Companys corporate website www.dynamatics.com.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows: a. Qualifications A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age, and gender. This process ensures that the Board has an appropriate blend of functional and industry expertise. When recommending the appointment of a Director, the NRC considers how the individuals functional and domain expertise will contribute to the overall skill mix of the Board. b. Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. They are also expected to abide by the respective Code of Conduct applicable to them. c. Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The Board of Directors has conducted an annual evaluation of its own performance, board committees, and individual directors in accordance with the provisions of the Act and SEBI Listing Regulations. This evaluation was guided by criteria and frameworks adopted by the Board. Input from all directors was considered, focusing on factors like board composition, processes, information and functioning, risk management and strategy, corporate social responsibility, organizational performance and structure, and effectiveness of board processes, among others.

The performance of committees was evaluated by the board with inputs from committee members, focusing on criteria such as committee composition and effectiveness of meetings. In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the Chairman was evaluated, incorporating views from both executive and non-executive directors. The Nomination and Remuneration Committee, along with the Board, reviewed individual director performance, considering factors like preparedness, contribution to meetings, interpersonal skills, and strategic input. The subsequent board meeting further discussed the performance of the Board, committees, and individual directors. Evaluation of Independent Directors was conducted by the entire Board, excluding the director under evaluation.

The Annual Performance Evaluation is conducted in a paperless manner, with documents securely uploaded and accessed electronically. This approach has led to significant benefits, including paper conservation, reduced cycle time for the evaluation process, and enhanced confidentiality of information.

INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY:

The Board has implemented policies and procedures to ensure the orderly and efficient conduct of its business, encompassing adherence to the Companys policies, safeguarding its assets, and preventing and detecting frauds and errors. Additionally, measures are in place to ensure the accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures.

The Company has implemented adequate systems for internal control, tailored to its size and complexity. These systems ensure the safeguarding and protection of all assets, as well as the proper authorization, recording, and reporting of transactions. Furthermore, the Company has established checks and balances to verify the accuracy and reliability of accounting data. All related processes are thoroughly documented, and steps are taken to ensure compliance with internal control systems. Clear delineation of roles and responsibilities among stakeholders involved in the process further reinforces the effectiveness of these controls. The Internal Auditors conduct independent evaluations of internal controls and concurrently audit a majority of transactions in terms of value. To ensure the independence of the audit and compliance functions, they report directly to the Audit Committee of the Board. Additionally, a CEO & CFO Certificate, included in the Corporate Governance Report, confirms the existence and effectiveness of internal controls and underscores their responsibility to report deficiencies to the Audit Committee and rectify them. Throughout the year, these controls were thoroughly tested, and no material weaknesses in design or operation were reported.

REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors, Cost 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.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments made by the Board on every qualification, reservation or adverse remark or disclaimer made: a. by the Statutory Auditor in their report: The report issued by M/s. Deloitte Haskins & Sells LLP, (ICAI Firm Registration No. 117366W/W-100018) Statutory Auditors for financial year 2024-25 does not contain any qualifications or adverse remarks.

b. by the Company Secretary in Practice in his

Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ratish Tagde

& Associates, Company Secretary in practice, was appointed to undertake the Secretarial Audit for financial year 2024-25. The Report of the Secretarial Auditor along with the certificate of non-disqualification of Directors for the year ended March 31, 2025, is annexed to the Directors Report as Annexure 2. The report issued by Secretarial Auditor for financial year 2024-25 does not contain any qualifications or adverse remarks.

The auditors above mentioned have used appropriate disclaimers to limit the scope of their audit to the documents provided by the management and explanations/ representations made by the management.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: a) Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF):

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), dividends, if not claimed for a consecutive period of seven (7) years from the date of transfer to Unpaid Dividend Account of the Company, is liable to be transferred to the Investor Education and Protection Fund (‘IEPF). Further, all the shares in respect of which dividend has remained unclaimed for seven (7) consecutive years or more from the date of transfer to unpaid dividend account, shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of shares. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard are also published in newspapers and details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website at https://dynamatics.com/ The details pertaining to the transfers is forming part of the Corporate Governance Report which is annexed to this report. b) Transfer of Shares to IEPF:

As required under Section 124(6) of the Act, Equity Shares in respect of which dividend has not been claimed by the members for seven consecutive years or more have already been transferred by the Company to the IEPF Authority. Details of shares transferred is available on the website of IEPF as well as the Company. Members who have a claim on the dividend and shares may claim the same from the IEPF Authority by sending the request letter along with the requisite documents to Kfin Technologies Limited and thereafter file an online application in the prescribed e Form IEPF 5 upon receiving the entitlement letter from the Company. The e Form IEPF 5 is available on the website of the IEPF

Authority www.iepf.gov.in. No claims shall lie against the Company in respect of the dividend / shares so transferred. Members / claimants can file only one consolidated claim in a financial year as per the IEPF Rules. c) DEMAT Suspense Account Unclaimed Shares:

As on 31st March 2025, there are 11 members, holding 851 Equity Shares of Rs.10/- each, lying in the escrow account due to non-availability of their correct particulars. A detailed note in this regard is provided in the Corporate Governance Section under "Suspense Account for the unclaimed shares". The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of Related Party Transactions (‘RPTs). The said Policy is available on the Companys website at www.dynamatics.com All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on periodic basis for the transactions which are planned/repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in Note no. 48 to the Standalone Financial Statements forming part of this Integrated Annual Report.

The RPTs entered into during the year under review were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations. Further, the Company did not enter into any contracts or arrangements with related parties in terms of Section 188(1) of the Act and no material related party transactions were entered into during the year under review. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this Integrated Annual Report.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs as per the prescribed format to the stock exchanges on a half-yearly basis.

CORPORATE GOVERNANCE AND CERTIFICATE:

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, Management Discussion & Analysis Report, and the Auditors Certificate regarding Compliance to Corporate Governance requirements form part of this report. M/s. Ratish Tagde & Associates, Company Secretary in Practice, had conducted the Corporate Governance audit for the year under review. A certificate from M/s. Ratish Tagde & Associates, regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORT:

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) is presented in a separate section and is an integral part of this Integrated Annual Report.

AUDITORS: Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP, (ICAI Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 49th Annual General Meeting held on September 5, 2024 until the conclusion of 54th Annual General Meeting to be held in 2029. The Auditors Report for the financial year 2025 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

Cost Auditors:

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No. 000065) as Cost Auditors to audit the cost accounts of the Company for the FY2025-26 under section 148 of the Act. M/s. Rao, Murthy

& Associates have confirmed that their appointment is within the limits of section 141(3)(g) of the Act and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Act. The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arms length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

Internal Auditors:

The Internal Audit function is responsible for assisting the Audit Committee & Risk Management Committee on an independent basis with a full status of the risk assessments and management. M/s. KPMG Assurance & Consulting Services LLP was appointed as Internal Auditors of the Company to undertake Internal Audit for the FY2026.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ratish Tagde & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company for Financial Year ended March 31, 2025. The Secretarial Audit Report for the financial year ended March 31, 2025, as required under Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations are appended as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has recommended to appoint M/s. Ratish Tagde & Associates, Company Secretary in practice as the Secretarial Auditors of the Company for the term of 5 (five) consecutive years i.e. from Financial Year April 1, 2025 to March 31, 2030. As per regulation 24(1) of SEBI Listing Regulations, the Company is required to annex the Secretarial Audit report of its material unlisted subsidiary to its Annual Report. JKM Erla Automotive Limited (JEAL) has been identified as Material Unlisted Subsidiary of the Company for FY2025 and accordingly Secretarial Audit Report of JEAL is annexed as

Annexure - 2A. Tax Auditors:

M/s. BVS & Associates, Chartered Accountants Firm, are the Tax Auditors of the Company.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy and constituted a Risk Management Committee as required under Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans, risk reporting and carries out other related activities as per the Listing Regulations. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management.

The details and the process of Risk Management as implemented in the Company are provided as part of Managements Discussion and Analysis which forms part of this Report. The said policy has been uploaded on Companys website (https://dynamatics.com/Investors/Shareholder-Information/).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits from the public and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILTY (CSR):

In line with Section 135 of the Companies Act, 2013 read with applicable rules made thereunder, Corporate Social Responsibility (CSR) Committee has been constituted for the purposes of recommending and monitoring the CSR initiatives of the Company.

The Board, based on the recommendation of the CSR Committee, has formulated and adopted a CSR Policy, in line with Section 135 of the Companies Act, 2013 read with the applicable rules made thereunder, which is available on the website of the Company at (https://dynamatics.com/ Investors/Shareholder-Information/). The CSR objectives are designed to serve societal, local and national goals in the locations we operate, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

The Annual Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 (as amended) including the reasons for not utilising the complete amount for CSR as approved by the CSR Committee, is annexed as Annexure 3. The details relating to the composition of the CSR Committee is provided in the Corporate Governance Report, forming part of the Annual Report.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available at www.dynamatics.com

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, the Company has constituted an Internal Committee for conducting inquiry into the sexual harassment complaints at the workplace and for taking such actions as stipulated under the said act.

Any complaint pertaining to sexual harassment is diligently reviewed, investigated and treated with great sensitivity. The Internal Committee members have been trained in handling and resolving complaints and have also designed an online POSH e-learning awareness module, for its employees. During the financial year 2025, there were no complaints received on sexual Harassment.

As a proactive step towards promoting awareness and understanding of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, Dynamatic Technologies organizes training sessions conducted by legal experts specifically tailored for women employees. These sessions aim to educate employees about their rights and the procedures for reporting and addressing instances of sexual harassment.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism Policy through which all stakeholders including Directors and employees may report unethical behaviour, malpractices, actual or suspected fraud, wrongful conduct, and violation of the Companys code of conduct without fear of reprisal. Details of complaints received, and the action taken are reviewed by the Audit Committee.

During the year under review, the Company / Committee has not received any such complaint. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

This Policy provides for adequate safeguards against victimization of employees who avail of this mechanism. The Policy also provides for direct access to the Chairman of the Audit Committee to best manage such events and to enable integrity of information. It is affirmed that no personnel of the Company will be denied access to the Audit Committee. The policy on vigil mechanism may be accessed on the Companys website (https://dynamatics.com/Investors/Shareholder-Information/).

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached which forms part of this report. 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 - 4, which forms part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information relating to conservation of energy, technology absorption, Research & Development and Foreign Currency is appended as Annexure - 5.

OTHER DISCLOSURES:

Events Subsequent to the Date of the Financial

Statements:

There have been no material changes / commitments affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

Change in the Nature of Business, if any:

The Company continues to focus on its key business segments and looks for selective growth / expansion opportunities. There was no change in the nature of business during the year under review. State of the affairs of the Company and future plan of action and outlook is discussed in this report.

Significant & Material Orders Passed by the Regulators:

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

Partnerships and Collaborations:

Dynamatic Technologies has forged significant partnerships with esteemed academic and defense research institutions to advance indigenous product development for Indias defense and paramilitary sectors, aligning with the vision of Atmanirbhar Bharat, as advocated by our Prime Minister. A Memorandum of Understanding (MOU) was inked with the Indian Institute of Technology (IIT) Kanpur, focusing on the design and development of unmanned solutions tailored for surveillance and reconnaissance applications. This collaboration harnesses the cutting-edge expertise of IIT Kanpur to drive innovation in unmanned systems, addressing critical defense and security needs.

In addition, an agreement was established with the Central Scientific Instruments Organisation (CSIO) to facilitate the design and development of advanced optical sensors and payloads. Leveraging CSIOs specialized capabilities, this partnership aims to bolster Dynamatic Technologies capabilities in delivering state-of-the-art optical solutions for defense applications.

Through these strategic partnerships, Dynamatic Technologies is at the forefront of fostering indigenous innovation and technology development, contributing to the nations self-reliance aspirations in defense and security domains.

Credit Rating:

During the year under review, the Companys debt facilities were rated by India Ratings and Research. The instrument wise ratings are as below:

Instrument Type

Rating / Outlook
Term loan IND A / Stable
Fund / Non-fund based IND A / Stable / IND A1
working capital limit

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year FY2025 to NSE (DYNAMATECH) and BSE (505242) where the Companys Shares are listed.

Promoters:

The list of the promoters is disclosed for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Mr. Udayant Malhoutra is the promoter of the Company within the definition of ‘Promoter for the purpose of regulations 2(1) (s) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Details of the promoter group are appended as under:

No. Name of the entity / person:

1. JKM Holdings Private Limited

2. Udayant Malhoutra and Company Private Limited

3. JKM Offshore India Private Limited

4. Christine Hoden (India) Private Limited

5. Greenearth Biotechnologies Limited

6. Mrs. Barota Malhoutra

7. Primella Sanitary Products Private Limited

8. Vita Private Limited

9. Wavell Investments Private Limited

GREEN INITIATIVES:

In alignment with its commitment to green initiatives and sustainable practices, Dynamatic Technologies has taken a proactive step by opting for electronic distribution of the Notice of the 50th Annual General Meeting (AGM) of the Company, along with the Annual Report for the fiscal year 2024-25. This initiative involves sending electronic copies of these documents to all members whose email addresses are registered with the Company or Depository Participants. By transitioning to electronic communication for AGM notices and annual reports, Dynamatic Technologies aims to minimize paper usage and reduce its environmental footprint. This eco-friendly approach not only supports the companys sustainability goals but also reflects its dedication to responsible corporate citizenship.

APPRECIATION:

The Board of Directors extends its heartfelt gratitude to the employees, customers, vendors, investors, and communities associated with Dynamatic Technologies for their unwavering cooperation and invaluable support throughout the year. Their dedication and partnership have been instrumental in the companys achievements and successes.

Furthermore, the Board expresses gratitude to the Government of India, Government of Karnataka, and various State governments, as well as government departments and agencies, for their collaboration and support.

The contributions of every member of the Dynamatic family are deeply appreciated and valued, reflecting the collective effort and commitment towards the companys mission and goals.

Finally, the Board acknowledges and thanks all the companys customers for their continued trust and patronage. Their support has been pivotal in shaping Dynamatic s journey and success.

For and on behalf of the Board of Directors

Annexure 1

FORM AOC 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures

Proposed
Total Profit Provision Profit Dividend
% of

Sr

Share Reserves Total Liabilities

Investments

Turnover before for after (incl.
Name of the Subsidiary Holding

No

Capital & Surplus Assets [excl. (2) taxation taxation taxation dividend
& (3)] tax)
Long-term Current Total
1 2 3 4 5 6 7 8 9 10 11 12 13 14

Foreign Subsidiaries (Reporting currency reference mentioned against each Subsidiary)

1 Dynamatic Limited UK 9,285 13,087 58,881 36,509 805 - 805 100% 40,050 1,046 194 852 -
2 Yew Tree Investments Ltd,UK 0.11 2,359 2,615 257 - - - 100% - 86 27 58 -
3 Dynamatic US, LLC - (1,246) (1,246) - - - - 100% 48 (149) - (149) -
4 Eisenwerk Erla GmbH 1,482 8,739 20,565 10,344 - - - 100% 32,822 (251) (76) (175) -
5 JKM Global Pte Limited, Singapore 13,181 775 22,391 8,435 13,938 - 13,938 100% - 11 1 10 -
Indian Subsidiaries
6 JKM Erla Automotive Limited 10,792 1,629 12,504 83 12,503 - 12,503 100% - (73) - (73) -
7 JKM Automotive Limited 1 (1) - - - - - 100% - - - - -
Dynamatic Manufacturing
8 3,800 (1,073) 7,732 5,005 33 - 33 100% 6,634 (157) - (157) -
Limited
9 JKM Research Farm Limited 500 2,156 2,673 17 - - - 100% - 26 8 18 -

Details of reporting currency and the rate used for converting.

Reporting

For Conversion

Currency

Currency
Average Rate (in ) Closing Rate (in )

Reference

a GBP 108.34 110.66
b SGD 63.19 63.71
c USD 84.67 85.51
d EURO 90.86 92.61

ANNEXURE – 2

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014].

To,

The Members of

Dynamatic Technologies Limited

CIN: L72200KA1973PLC002308 JKM Plaza, Dynamatic Aerotropolis, 55 KIADB, Aerospace Park, Bangalore 562149

I have conducted the secretarial audit compliance of applicable statutory provisions and the adherence to good corporate practices by Dynamatic Technologies Limited ("the Company"). Secretarial Audit was conducted through online/offline inspections/ verification of documents in manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended 31st March 2025, complied with the statutory provisions listed hereunder and also that the Company has adopted a proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March 2025, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made hereunder.

3. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder.

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): -a) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. b) SEBI (Prohibition of Insider Trading) Regulations, 2015. c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. e) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and f) SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015. g) The Securities and Exchange Board of India (Employee Stock Option Scheme and employee Stock Purchase Scheme) Guidelines, 1999. h) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

I have also examined compliance with the applicable clauses of the following Secretarial Standards issued by the Institute of Company Secretaries of India: a) Meetings of the Board of Directors (SS-1); and b) General Meetings (SS-2) c) Dividends (SS-3) d) Report of Board of Director (SS-4) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

I have relied on the representations made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The major head/groups of Acts, Laws and Regulations as applicable to the Company are: i. Industrial Laws. ii. Labour Laws. iii. Environmental and prevention of pollution Laws. iv. Tax Laws. v. Economic and Commercial Laws. vi. Legal Metrology Act, 2009 and vii. Shops and Establishment Act.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, the meetings were held in compliance with the applicable provisions. There is a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

ANNEXURE - 2A Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To,

The Members,

JKM Erla Automotive Limited

CIN: U35122KA2011PLC056973

C/o. Dynamatic Hydraulics, Plot No.1A/1, 1st Main Road, 2nd Phase,1st Stage,

Peenya Industrial Estate, Bangalore - 560058, Karnataka, India.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JKM Erla Automotive Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of: i. The Companies Act, 2013 (‘the Act) and the Rules made thereunder; ii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder; iii. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; iv. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder: to the extent of its applicability to an unlisted Company; v. The Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992(‘SEBI Act): to the extent applicable; vi. The Company has identified the following laws as specifically applicable to the Company:

1. Factories Act, 1948 & the Central Rules or concerned State Rules, made thereunder

2. Environment (Protection) Act, 1986

3. The Water (Prevention and Control of Pollution) Act, 1974 & Central Rules/ Concerned State Rules

4. The Air (Prevention and Control of Pollution) Act, 1981 & Central Rules/ Concerned State Rules

5. Hazardous Wastes (Management and Handling) Rules, 1989

6. Manufacture, Storage, and Import of Hazardous Chemicals Rules, 1989

7. The Contract Labour (Regulation and Abolition) Act, 1970 & its Central Rules/ Concerned State Rules

8. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 & EPF, FPF Schemes

9. The Employees State Insurance Act, 1948 & its Central Rules/ Concerned State Rules

10. The Minimum Wages Act, 1948 & its Central Rules/ Concerned State Rules/ Notification of Minimum Wages applicable to various class of industries/ Trade 11. The Payment of Wages Act, 1936 & its Central Rules/ Concerned State Rules if any 12. The Payment of Bonus Act, 1965 & its Central Rules/ Concerned State Rules if any 13. The Payment of Gratuity Act & its Central Rules/ Concerned State Rules if any 14. The Maternity Benefit Act, 1961 & its Rules 15. The Employees Compensation Act, 1923 16. The Industrial Employment (Standing Orders) Act, 1946 & its Rules

17. The Industrial Dispute Act, 1947 18. The Trade Marks Act, 1999

19. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013 We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: - to the extent applicable to an unlisted Company which is a subsidiary of a listed Company. iii. SEBI (Prohibition of Insider Trading) Regulations, 2015: - to the extent applicable to an unlisted Company which is a subsidiary of a listed Company. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that: -

• The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent out in compliance with the provisions of Secretarial Standards, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

• We further report that based on review of compliance mechanism established by the Company, we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines; and

• As informed, the Company has responded to notices for demands, claims, penalties etc. levied by various statutory / regulatory authorities and initiated actions for corrective measures, wherever necessary. We further report that: - i. The Company in its Board Meeting held on 08th August, 2024 approved the borrowing from holding Company, Dynamatic Technologies Limited upto a maximum amount of Rs.75,00,000/- (Rupees Seventy Five Lakhs only). ii. The Company in its Board Meeting held on 06th February, 2025, approved the borrowing from holding Company, Dynamatic Technologies Limited upto a maximum amount of Rs.10,00,000/- (Rupees Ten Lakhs only).

There are no other specific events/actions in pursuance to the above referred laws, rules, regulations, guidelines etc., having a major bearing on the Companys Affairs.

ANNEXURE – 3

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the companys CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: Dynamatic CSR Policy has identified programs such as - Promoting Education, Ensuring Environmental Sustainability and Promoting Healthcare. Having identified the CSR Policy and Programs, our mission is to deploy our CSR team and concerned employees to participate in our CSR initiatives in a structured manner. Our objectives are to embed CSR in the overall strategy of the Company and implement CSR activities which build trust with stakeholders and create long term sustainability value with measurable outcome.

Through our CSR Programme we have been equipping the underserved communities with the amenities they need, empower the rural youth with technical / shop floor skills and knowledge.

Apart from the above, as a part of Promoting Education, Ensuring Environmental Sustainability and Promoting Healthcare, the company has identified the following programmes for the forthcoming Financial Year:

• Special education and employment enhancing vocation skills especially among children, women, and the differently abled and livelihood enhancement projects.

• Ecological balance, protection of flora and fauna, animal, welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air, and water.

• Preventive healthcare and sanitation, including contribution to the Swach Bharat Drive of the Central Government for the promotion of sanitation and making available safe drinking water

2. Composition of CSR Committee:

Sl. No.

Name of Director Designation Nature Number of meetings of Number of meetings of
Directorship CSR Committee held CSR Committee attended
during the year during the year
1 Ms. Gaitri Issar Kumar Chairperson 1 1
2 Mr. Pradyumna Vyas Member 1 1
3 Mr. P.S Ramesh * Member 1 1
4 Mr. Chalapathi P** Member 1 -

*Mr. P.S Ramesh retired on 13th November 2024.

** Mr. Chalapathi P was inducted on 13th November 2024.

3. Provide the web-link where Composition of CSR committee, CSR policy and CSR projects approved by the board are disclosed on the website of the company. The CSR policy of the Company is available on the Companys website www.dynamatics.com. (https://www.dynamatics. com/Investors/Shareholder-Information/)

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).: Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

SI. No

Particulars Amount (in Rs. Lakhs)
a Average net profit of the Company as per sub-section (5) of section 135. 4,489
b Two percent of average net profit of the company as per sub-section (5) of section 89.78
135.
c Surplus arising out of the CSR projects or programmes or activities of the previous -
financial years.
d Amount required to be set off for the financial year, if any. 2.86
e Total CSR obligation for the financial year (b+c-d) 86.92

6. a) Amount spent on CSR projects (both Ongoing Project and other than ongoing projects)

Sl. No

Name of Project Items from the list of activities Local Amount spent Mode of
in Sch VII to the Act. ( Yes / for the project Implementation
No)
1 Promoting Education Education Yes 8.90 Direct
2 Ensuring Environmental Environment Yes 33.90 Direct
Sustainability
3 Preventive Health care and Health care Yes 48.10 Direct
Sanitisation

All the above CSR activities were done in Karnataka - Bengaluru through direct mode.

b) Amount spent in Administrative Overheads: Nil c) Amount spent on Impact Assessment, if applicable: Not Applicable d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 90.90 Lakhs e) CSR amount spent or unspent for the Financial Year

Amount Unspent (in Rs. Lakhs)

Total Amount transferred to

Amount transferred to any fund specified under

Total Amount Spent

Unspent CSR Account as per

Schedule VII as per second proviso to sub-section (5)

for the Financial

sub-section (6) of section 135

of section 135

Year (in Rs)

Amount. Date of transfer. Name of the Amount. Date of transfer.
Fund
42.90 48 28/04/2025 Nil Nil Nil

f) Excess amount for set off, if any

Sl.No

Particular Amount (in Rs. Lakhs)
(i) Two percent of average net profit of the company as per sub-section (5) of section 89.78
135
(ii) Total amount spent for the Financial Year 90.90
(iii) Excess amount spent for the financial year [(ii)-(i)] 1.12
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous 0
financial years, if any
(v) Amount available for set off in succeeding financial years* 3.98

*The total amount spent during the year towards CSR is Rs. 90.90 Lakhs as against obligation of Rs 86.92 Lakhs (Refer Table 5 above). The excess amount to be set off in the succeeding financial years is Rs. 3.98 Lakhs (Rs. 90.90 Lakhs - Rs 86.92 Lakhs).

7. Details of Unspent CSR amount for the preceding three financial years: Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes

Sl.

Short particulars Pin code Date of Amount

Details of entity/ authority/ beneficiary of the

No.

of the property or of the creation of CSR

registered owner

asset (s) including property amount CSR Name Registered address
complete address or assets spent (in Registration
and location of the Rs) Number, if
property applicable
1 Construction of Bus 562149 January 1,10,120/- NA KIADB KIADB Aerospace Park
Station at Dynamatic 2025 Aerospace Bangalore
Junction Park,
Bangalore
2 Provided 15 KVA 562149 January 3,56,000/- NA Police Bagalur Colony, BEML
Diesel Generator 2025 Station, Layout, Razack Palya,
along with Bagalur Bengaluru, Karnataka
accessories
3 Police Chowki along 562149 March 48,00,000/-* NA Police Bagalur Colony, BEML
with Patrolling Car, 2025 Station, Layout, Razack Palya,
KIADB Aerospace Bagalur Bengaluru, Karnataka
Park, Bagalur police
station.

*This project is currently under progress

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135. With reference to 6 (e) of Annual CSR report, Rs. 48 Lakhs is transferred to unspent account towards the multi-year ongoing projects as approved by the CSR committee and in accordance with the rules under section 135 of Companies Act by MCA. Amount has been set aside is as per the terms of two of the projects taken up in the year. Below are the details of unspent amount details

1. Ensuring Environmental Sustainability - Rs. 10 Lakhs

2. Promoting Healthcare & Safety - Rs. 38 Lakhs

The amount thus set aside will be spent as per MCA guidelines.

ANNEXURE 4

DETAILS OF REMUNERATION (CTC) OF KEY MANAGERIAL PERSONNEL AND OTHER DIRECTORS:

1. Details / Disclosures of Ratio of Remuneration to each Director to the median employees remuneration of the Employees of the Company (Ratio) for the financial year 2023-24 and the percentage increase in remuneration of Directors and Key Managerial Personnel (KMP) (%) during the Financial Year 2024 -25:

Sl

Increase / % Increase
Name & Designation Category FY 2023-24 FY 2024-25 Ratio

No

(Decrease) / (Decrease)
1 Mr. Udayant Malhoutra, CEO & Director
Managing Director & KMP 1,21,99,080 1,44,00,000 22,00,920 1:20 18.04%
2 Mr. P S Ramesh, Executive Director Director
& COO Hydraulics & KMP 1,17,25,985 72,80,610 NA NA NA
3 Mr. Chalapathi, Executive Director & Director
1,02,32,728 1,20,00,000 17,67,272 1:16 17.27%
CFO & KMP
4 Mr. Shivaram V, Chief Legal Officer & KMP
50,11,631 78,00,000 27,88,369 1:11 55.64%
Company Secretary

Note

1. Employers contribution to provident fund is included in CTC of FY 2023-24 & FY 2024-25

2. The Director & KMP in Serial No 2 retired on 13th November 2024 and the remuneration stated above is excluding final settlement payment towards leave encashment and gratuity.

Name of the Director

Sitting Fees (Rs.)
Ms. Gaitri Issar Kumar 16,00,000
Mr. Pradyumna Vyas 20,00,000
Mr. Pierre de Bausset 19,00,000
Dr. Ajay Kumar* 12,00,000

*Mr. Ajay Kumar resigned on 15th May 2025.

2. The percentage increase in the median remuneration of employees in this financial year: 4.7%

3. The number of permanent employees on the rolls of company as on 31st March 2025: 869

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average percentage increase in the salaries of employees other than the managerial personnel is 11.85 % Average percentage increase in the managerial remuneration: 24.62%

5. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

6. Details of the employees drawing remuneration of Rs. 8.50 lakhs per month or Rs. 1.20 crores per annum:

Monthly Performance Linked

Name

Designation Grade Total Monthly CTC
CTC Pay - Monthly
Udayant Malhoutra CEO & MD C1 12,00,000 - 12,00,000
Chalapathi P ED & CFO C3 9,50,000 50,000 10,00,000
V Ravichander CTO C3 9,50,000 50,000 10,00,000

ANNEXURE - 5

Details on Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014) A. Conservation of Energy

All our facilities in India and abroad are built with the environment in mind and the processes are designed for efficiency in usage of resources, energy conservation and to ensure that no waste is transmitted into the environment. The industrial complexes are highly energy efficient and completely non-polluting. This has been made systematic and quantifiable through the implementation of ISO 14001.

1) The steps taken or impact on conservation of energy The Company has implemented a water balance system to optimize usage, resulting in a savings of 12,480 KL of water and reducing costs by Rs. 12,48,000.

2) The steps taken by the Company for utilizing alternate sources of energy The Company has partnered with a private firm for rooftop solar, utilizing 7,25,000 kWh of solar power for its operations and saving Rs. 21,75,000 in energy costs. This initiative supports its efforts to reduce carbon footprint and promote sustainability.

3) The capital investment on energy conservation equipment: Nil

4) The Company has installed EV charges for vehicles in the campus. Thus, it is in the process of reducing the carbon footprint by going green.

B. Technology Absorption

1) The efforts made towards technology absorption. Research & Development plays a vital role in developing and implementing new technologies to enhance our operational efficiency. Dynamatic Hydraulics designs and builds bespoke geared products for farm mechanization, construction, forestry, mining, material handling, and industrial machines. Most products are developed using simulations of actual operating conditions, followed by extensive user trials. The company uses advanced software like Creo-III, SolidWorks, Ansys, and AMESim, with rapid prototyping and validation labs in India and the UK. The company is engaged in state-of-the-art 3D designs using software such as CATIA V5, Unigraphics NX, and Mastercam for their design and development activities meeting global OEM standards. Holding several patents, the R&D team in both countries comprises experts in application engineering, product design and validation, process design, material science, and integrated system design. Engineering teams collaborate closely with leading government and private research institutes in India, the UK, and the US, including DSIO, IIT Kanpur, IISc, Bath University, and MSOE. Aerospace and Hydraulics units in India and the UK, along with Automotive units in India and Germany, work together to develop solutions and enhance synergy across the group.

The Companys Research & Development is overseen by the Board-level Technology & Strategy Development Committee, which guides R&D strategy and addresses key technology issues. The Committee regularly reviews and updates required skills, competencies, structure, and processes to ensure R&D initiatives support the Companys sustained long-term growth.

2) Some of the benefits derived are product improvement, cost reduction, new product development or import substitution.

R&D and innovation remain integral to the Companys growth, profitability, sustainability, and contribution to nation-building. The Dynamatic Science Lab, formed by consolidating research and technology functions, enhances value by leveraging skills and expertise to create new business opportunities.

3) Imported technology (imported during the last three years reckoned from the beginning of the financial year) Dynamatic Technologies has in-house design and engineering teams in India, the UK, and Germany, leveraging their expertise to develop world-class products and solutions globally. We focus on import substitution and Make in India initiatives rather than importing technologies. Our efforts have been recognized by the Prime Minister and honored with several indigenization awards.

4) Expenditure incurred on Research and Development

(Rs. in Lakhs)

Particulars

31st March 2025 31st March 2024
a. Capital 725 103
b. Revenue 670 711

Total

1,395 814

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

Particulars

31st March, 2025 31st March, 2024

a. Total Foreign Exchange Earned

Sales of goods and service 33,137 31,697
Interest Income earned 765 554

Foreign Exchange Earned

33,902 32,251

b. Total Foreign Exchange Used

13,783 25,368
Import of materials, components, stores & spares, etc 11,051 8,628
Foreign Travels 255 297
Capital Expenditure - 427
Lease Rent 395 436
Finance Cost 89 531
Term Loan repayment - 8,198
Inter-company loan provided - 6,766
Investment 1,993 -
Others, if any - 85

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