Dynamic Archistructures Ltd Directors Report

Your Directors present their Twenty Eighth Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakh)

Financial Performance:	2023-2024	2022-2023
Total Revenue	700.96	161.23
Total Expenditure	160.77	115.86
Profit before Taxation	540.19	45.37
Tax Expense	60.71	12.78
Net Profit after Tax	479.48	32.59
Earnings Per Share
Basic	9.57	0.65
Diluted	9.57	0.65

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, 2024.

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.

TRANSFER TO RESERVES

Pursuant to the provisions of Section 45IC (1) of the Reserve Bank of India Act, 1934, Rs. 95.90 Lakhs has been transferred to Statutory Reserve and Rs. 383.58 lakhs has 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 a RBI registered Non-Banking Finance Company and it has achieved a net profit after tax of Rs 479.48 Lakh against net Profit after tax Rs 32.59 Crore 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 STATEMENT RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company which have 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, 2024 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 REPORT

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

Corporate Governance provisions as specified in Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 became applicable to the Company. Accordingly, Corporate Governance Report in accordance with Schedule V of the said Regulations 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 PERSONNELS Directors

As on March 31, 2024, your Company had 4 Directors. Mr. Danmal Porwal, Managing Director designated as Chairman cum Managing Director, Mr. Rakesh Porwal, Non-Executive Director and Mr. Vijay Kumar Jain and Mrs. Padma Paila as the Independent Directors of the Company. During the year under review there was no change in the composition of Board of the Company.

Retirement by rotation

In terms of provisions of Section 152(6) of the Act, Mr. Rakesh Porwal (DIN: 00495444) being longest in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

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

Key Managerial Personnel

As on March 31, 2024, 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 Ms. Annu Chandak, Company Secretary and Compliance Officer resigned with effect from August 06, 2023 and Mr. Jainendra Kumar Jain was appointed in place of her as the Company Secretary & Compliance Officer of the Company with effect from August 07, 2023.

RECEIPT OF ANY COMMISSION BY MD / WTD 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, therefore, the question of receipt of commission/remuneration from Subsidiary / Holding Company does not arise.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of every Directors performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and the designated Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence and diversity of the Directors, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. The Board on the basis of the filled questionnaires expressed their satisfaction with the evaluation process.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of your Company met on March 4, 2024, without the presence of the Non-Independent Directors, the Chief Financial Officer or any other Management Personnel.

The Independent Directors meet at least once in a year to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the designated Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors hold a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementation of their suggestions.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independent laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors of the Company have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, 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).

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Bank.

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 subsection (4) of section178. 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 on May 29, 2023, August 07, 2023, September 02, 2023, November 09, 2023, February 12, 2024 and March 04, 2024. 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 this 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 31^st March, 2024 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 Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on March 31, 2024, the Audit Committee comprises of Mr. Vijay Kumar Jain, Mrs. Padma Paila and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Further details are provided in the Corporate Governance Report, which forms part of this 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 ("NRC") of the Board of Directors of the Company is duly constituted pursuant to Section 178(1) of the Act 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, 2024, the NRC Committee comprises of Mr. Vijay Kumar Jain, Mrs. Padma Paila and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Further details are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, the Board has accepted all recommendations of the NRC made from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

As on March 31, 2024, the SRC Committee comprises of Mr. Vijay Kumar Jain, Mrs. Padma Paila and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Further details are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year under review, the Board has accepted all recommendations of the SRC 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 Officers 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 202324. 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, 2024 does not contain any qualification, reservation or adverse remark except the following:

1. Delay in submission of Related Party Disclosure prescribed under Regulation 23(9) by 2 days for the half year ended 30.09.2023. BSE levied a penalty of Rs. 11,800 including applicable GST vide email dated December 14, 2023 for the half year ended 30.09.2023;

2. Regulation 17(1) Composition of Board of Directors: Allegation of non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director for the quarter ended December 31, 2023. BSE levied a penalty of Rs. 5,42,000 including applicable GST vide email dated February 6, 2024 for the quarter ended December 31, 2023.

However, i note that the composition of the Board is in due compliance with Reg 17(1) of SEBI LODR and there is no non-compliance as alleged. The Company has filed a waiver application with BSE on March 22, 2024 for waiving off the penalty as wrongly imposed. Further as on the date of the report BSE has waived off the penalty vide email dated August 20, 2024;

3. The Company has received a show cause notice ("SCN") on June 16, 2023 for a delay of 28 days in submission of eForm BEN 2 as required pursuant to Section 90(4) of the Companies Act, 2013 read with Rule 4 of Companies (Significant Beneficial Owners) Rules, 2018. As informed by the management, the Company has submitted its reply in respect of the same

for forgoing the penalty mentioned in the SCN letter and withdrawing /setting aside the SCN letter.

Companies Comments on the above are as follows:

1. The delay of submission of RPT disclosure is purely because of technical issue related to RPT XBRL Utility. The company has duly paid the penalty of Rs. 11800/-imposed by BSE limited;

2. Mrs. Padma Pila has been independent director (woman) of the company since March 24, 2015 and there is no change in composition since then and further the Company has filed a waiver application March 22, 2024 for waiving off the penalty imposed. Further as on the date of the report BSE has waived off the penalty vide email dated August 20, 2024;

3. The Company has submitted its reply in respect of the same for forgoing the penalty mentioned in the SCN letter and withdrawing / setting aside the SCN letter. As on the date of the report no further communication is received from the ROC.

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 financial statement (Please refer to Note no. 4 and 5 to the Financial Statement). All the loans were given for the purpose of business of the recipients.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties during the financial year were in the ordinary course of business and on an arms length basis. Hence, the requirement of annexing Form AOC 2 pursuant to Section 188 of the Companies Act, 2013 is not applicable to the Company.

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 Act 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 was Nil 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- V.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of section 92 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 sub-section (1) of Section 148 of the Companies Act 2013.

SEXUAL HARASSMENT

Your Directors further state that during the year 2023-24, 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.

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 one time 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 Directors 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.