Dynamic Archistructures Ltd Directors Report

Your Directors present their Twenty Nineth Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. in lakhs)

Financial Performance:	2024-25	2023-24
Revenue from Operations	583.78	700.46
Other Income	-	0.50
Total Revenue	583.78	700.96
Total Expenses	130.42	160.77
Profit before Taxation	453.36	540.19
Tax Expenses	141.85	60.71
Net Profit after Tax	311.51	479.48
Earnings per Share
Basic	6.22	9.57
Diluted	6.22	9.57

The financial statements of the Company have been prepared in accordance with the Companies (Accounting Standards) Rules.

In terms of Section 129 of the Companies Act, 2013 read with Rules framed there under, Audited Financial Statements of the Company along with the Auditors Report shall be laid before the ensuing Annual General Meeting of the Company for the Financial Year ended March 31, 2025.

During the year under review, no revision was made in the previous financial statements of the Company.

DIVIDEND

The Board has not recommended any dividend for the current financial year in order to conserve its profits.

AMOUNT TRANSFERRED TO RESERVES

Pursuant to the provisions of Section 45IC (1) of the Reserve Bank of India Act, 1934, Rs. 62.30 lakhs have been transferred to Statutory Reserve and Rs. 249.21 lakhs have been transferred to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid dividend lying with the Company.

STATE OF COMPANYS AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company is an RBI registered Non-Banking Finance Company, and it has achieved a net profit after tax of Rs 311.51 lakhs against net profit after tax Rs. 479.48 lakhs in the previous year.

During the year under review, there has been no change in the nature of business of your Company.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of the report.

SHARE CAPITAL

Paid-up Capital

The Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 5,01,00,000 as at March 31, 2025 comprising of 50,10,000 Ordinary Equity Shares of Rs. 10 each fully paid-up. There was no change in Share Capital during the year under review.

Employee Stock Options Scheme

During the year under the review, the Company has not issued any Shares pursuant to the Employee Stock Options Scheme.

Equity Shares with Differential Rights

During the year under the review, the Company has not issued any Shares with Differential Rights.

Sweat Equity Shares

During the year under the review, the Company has not issued any Sweat Equity Shares.

HOLDING COMPANY / SUBSIDIARY COMPANY

The Company does not have any Holding Company, Subsidiary, Associate or Joint Venture Company.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is appended to this Report as Annexure I.

CORPORATE GOVERNANCE

Your Directors wish to reiterate your Companys commitment to the highest standards of corporate governance to enhance trust of all its stakeholders. Strong & robust Corporate Governance practices have facilitated your Company in standing up to the continued scrutiny of investors and that of various Regulatory authorities. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report. is appended to this Report as Annexure II.

Further, a compliance certificate from M/s. Amit Sharma & Associates, Company Secretaries regarding compliance of conditions of Corporate Governance is appended to this Report as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility as enumerated in Section 135 of the Companies Act, 2013 are not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2025, your Company had 4 (four) Directors. Mr. Danmal Porwal, Managing Director designated as Chairman cum Managing Director, Mr. Rakesh Porwal, Non-Executive Director, Mr. Vijay Kumar Jain and Mrs. Akansha Lunia as the Independent Directors of the Company. During the year under review, following were the changes in the composition of Board of the Company:

Name	Designation	Change	Date of Change
1 Mrs. Akansha Lunia	Independent Director	Appointment	October 01, 2024
2 Mrs. Padma Paila	Independent Director	Retirement	March 23, 2025

Retirement by rotation

In terms of provisions of Section 152(6) of the Act, Mr. Danmal Porwal (DIN: 00581351) being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Based on the written representations received, none of the Directors mentioned above are disqualified under Section 164 of the Companies Act, 2013.

Key Managerial Personnel

As on March 31, 2025, Mr. Danmal Porwal, Managing Director, Mr. Sunny Jain, Chief Financial Officer and Mr. Jainendra Kumar Jain, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review, there was no change in the Key Managerial Personnel of the Company.

RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR FROM COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company has not paid any commission to any of its Directors. The Company does not have any Subsidiary / Holding Company.

BOARD EVALUATION

In terms of the provisions of Section 178(2) of the Companies Act, 2013, the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board and Independent Directors. For the said purpose, a structured questionnaire was circulated to the Directors for each of the evaluations.

Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management etc.

Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.

Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders interests in mind etc.

Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.

Directors were also evaluated individually by all other Directors (except the Director himself) on parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.

Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Financial Of cer or the members of the management of the Company was held on March 10, 2025. The Independent Directors, inter-alia, evaluated the performance of non-Independent Directors, the Chairman of the Company and the Board for the financial year 2024-25. They also assessed the quality, content and timeliness of flow of information between Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Directors expressed their satisfaction with the evaluation process.

DECLARATION OF INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Vijay Kumar Jain and Mrs. Akansha Lunia are the Independent Directors of the Company as on the date of this report. All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 along with the rules framed thereunder and that they have also complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In the opinion of the Board, the Independent Directors possess core skills/expertise/competencies (including the proficiency), identified by the Board, required in the context of Companys business(es) and sector(s) for the Company to function effectively and are persons of high integrity and repute. They fulfill the conditions specified in ‘the Act as well as the Rules made thereunder and are independent of the management.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by them if any for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (IICA) and the said registration is active. Further, in terms of Rule 6(4) of the Companies

(Appointment and Qualifications of Directors) Rules, 2014, 1 (one) Independent Director has passed the Online Proficiency Self-Assessment test conducted by IICA and the other Independent Director shall undergo Online Proficiency Self-Assessment test.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with other details as required pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available at http://www.dynamicarchistructures.com/PDF/POLICY/Familiarisation%20programme%20for%20IDs.pdf

POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management, which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. Your Company has also adopted a Policy on Remuneration of Directors, Key Managerial Personnel and Employees of the Company in accordance with the provisions of Section 178(4) of the Companies Act, 2013. The said policies can be accessed on the website of the Company at http://www.dynamicarchistructures.com/

BOARD MEETINGS

During the year under review, the Board met 6 (six) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of number of Board and Committee meetings of the Company are set out in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same; (b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended March 31, 2025 and of the profit of the Company for that period; (c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in compliance with the same.

INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. Further details are provided in the Management Discussion and Analysis Report, which forms a part of this Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31, 2025, the Audit Committee comprises of Mr. Vijay Kumar Jain, Mrs. Akansha Lunia and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Mrs. Padma Paila ceased to be a member of the Audit Committee with effect from closure of the business hours on March 23, 2025 due to retirement as an Independent Director of the Company. Further details are provided in the Corporate Governance Report, which forms part of the Annual Report. All the Members of the Committee are adequately literate to understand the financial and other aspects. All the Members of the Committee are adequately literate to understand the financial and other aspects.

The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board has accepted all recommendations of the Audit Committee made from time to time.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(1) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria.

As on March 31, 2025, the Nomination and Remuneration Committee comprises of Mr. Vijay Kumar Jain, Mrs. Akansha Lunia and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Mrs. Padma Paila ceased to be a member of the Nomination and Remuneration Committee with effect from closure of the business hours on March 23, 2025 due to retirement as an Independent Director of the Company. Further details are provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review, the Board has accepted all recommendations of the Nomination and Remuneration Committee made from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board of Directors of the Company is duly constituted pursuant to Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2025, the Stakeholders Relationship Committee comprises of Mr. Vijay Kumar Jain, Mrs. Akansha Lunia and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Mrs. Padma Paila ceased to be a member of the Stakeholders Relationship Committee with effect from closure of the business hours on March 23, 2025 due to retirement as an Independent Director of the Company. Further details are provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review, the Board has accepted all recommendations of the Stakeholders Relationship Committee made from time to time.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Companys policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company. During the year, no such incidence was reported, and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company. The Whistle Blower Policy of the Company can be accessed at: http://www.dynamicarchistructures.com/PDF/POLICY/Whistle%20Blower%20Policy.pdf

RISK MANAGEMENT

Your Company has, in place, a Risk Management Policy which includes identification therein of the elements of risk which in the opinion of Board may threaten the existence of the Company. Your Companys Risk Management Policy sets out the objectives and elements of risk management within the organization and helps to promote risk awareness amongst employees and to integrate risk management within the corporate culture. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Of cers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013, inter-alia, requires every Listed Company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed M/s. Amit Sharma & Associates, Company Secretaries as the Secretarial Auditors to conduct the Secretarial Audit for the Financial year 2024-25. The Secretarial Audit Report is annexed to this Board report as Annexure-IV.

The said Secretarial Audit Report for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remarks.

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

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

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

Your Company is an RBI registered Non-Banking Finance Company and therefore the provisions of Section 186 are not applicable. There were no guarantees given or security provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of loans given, and investments made by the Company are provided in the notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Companys Policy on Materiality and Dealing with Related Party Transactions and applicable provisions of the SEBI Listing Regulations, if any, and the Companies Act, 2013.

All contracts/transactions executed by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. The particulars of such contracts or arrangements made with related parties in e-Form AOC-2 pursuant to Section 188 of Companies Act, 2013 is annexed to this Board report as Annexure V.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board is available on the website of the Company at http://www.dynamicarchistructures.com/PDF/POLICY/RPT%20Policy_draft.pdf

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 there were no transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

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

Since your Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not provided in this Boards Report. Your Company is vigilant on the need for conservation of energy.

The Total Foreign Exchange Inflow and Outflow was Nil during the year under review.

PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-VI.

None of the employees draw remuneration in excess of the limits set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is available on http://www.dynamicarchistructures.com/.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act 2013.

SEXUAL HARASSMENT

Your Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the complaints are as follows:

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
NIL	NIL	NIL

STATEMENT WITH RESPECT TO THE COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company is compliant with the provisions relating to the Maternity Benefit Act 1961.

GENERAL

i. Company has prepared its financial statements as per Indian Accounting Standard (IND AS) and previous year figures have been adjusted accordingly. ii. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

CAUTIONARY STATEMENT

Certain statements in the Boards Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, Bankers, Financial Institutions, Members, Customers and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

For and on behalf of the Board
Dynamic Archistructures Limited
Sd/-	Sd/-
Danmal Porwal	Rakesh Porwal
Managing Director	Director
DIN: 00581351	DIN: 00495444
Date: September 03, 2025
Place: Kolkata