Dynamic Industries Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 37th Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31st March, 2026.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY

The summary of your Companys financial performance on standalone basis is given below:

Financial Results (? in Lakhs)

Particulars	Year Ended 31-03-2026	Year Ended 31-03-2025
Total Revenue	7213.71	7305.96
Profit before Depreciation and Tax	464.62	406.47
Depreciation	211.66	202.32
Profit / (Loss) before Tax	252.96	204.15
Tax Expenses — Current Tax	58.03	8.99
Tax Expenses — Deferred Tax	12.71	36.59
Net Profit / (Loss) for the year	182.22	158.57

2. PERFORMANCE

During the financial year ended 31st March, 2026, the Company continued to maintain a stable operational performance. The Revenue from Operations stood at ?7,213.71 lakhs as compared to ?7,305.96 lakhs in the previous financial year. The Company achieved a Profit after Tax of ?182.22 lakhs during the year under review as against ?158.57 lakhs in the previous financial year. Despite a marginal decline in revenue, the Company registered an improvement in profitability, supported by continued focus on operational efficiencies, cost optimisation and effective management of its business operations.

The Company continues to focus on strengthening its market position by enhancing product quality, expanding its customer base, exploring emerging market opportunities and strengthening its presence in domestic as well as export markets. The Company remains committed to sustainable growth and long-term value creation for its stakeholders.

3. RESERVES

The Company has not transferred any amount to reserves during the year.

4. DIVIDEND

The Board of Directors of your Company, after considering the Companys performance, recommended a dividend of ?1 (10%) per Equity Share of the nominal value of ?10.00 each for the year ended on 31st March, 2026, to be paid subject to the approval of the members at the ensuing Annual General Meeting.

5. SHARE CAPITAL

At present, the Company has only one class of shares — equity shares with face value of ?10.00 each. The authorized share capital of the company is ?350.00 Lacs divided into 35,00,000 equity shares of ?10.00 each. The paid-up share capital of the company is ?302.85 Lacs divided into 30,28,500 equity shares of ?10.00 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK AND STRATEGIC PRIORITIES

The Company remains positive about the long-term prospects of the dyes and chemicals industry even though in the short term the current global geo-political situation remains a challenge. In the long term, changing market requirements, greater emphasis on product quality and regulations are creating opportunities for established manufacturers to strengthen their capabilities and explore new areas of growth.

In the coming year, the Company proposes to build upon its existing strengths in Direct Dyes and Acid Dyes while exploring opportunities to widen its range of products. Particular attention will be given to developing products that complement the Companys existing manufacturing capabilities and cater to evolving customer and market requirements. The Company is in the process of installing a Spray Dryer at its manufacturing facility, which is expected to enhance manufacturing capabilities.

Continuous improvement of manufacturing operations remains an important area of focus. The Company has undertaken various improvements at its manufacturing facility at Plot No. 125, G.I.D.C., Vatva, Ahmedabad and will continue to invest in appropriate equipment, process improvements and infrastructure upgrades. These measures are intended to improve productivity, ensure consistent product quality and provide greater operational flexibility.

Alongside manufacturing improvements, the Company intends to strengthen its customer relationships and expand its presence in existing as well as potential markets. Greater emphasis will also be placed on efficient utilization of resources, cost control, quality improvement and responsible manufacturing practices.

The Companys approach for the coming years will therefore be centred on measured expansion, operational excellence and product development. By strengthening its manufacturing base and responding to changing customer needs, the Company seeks to achieve sustainable growth and create enduring value for all its stakeholders.

8. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

In accordance with the provisions of Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE-II and forms part of this report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Company does not have any subsidiary/associate company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

No loan, guarantee or security has been provided by the Company during the year under review. Details of Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors, during the financial year 2025-26, duly met 7 times on 21st May, 2025, 28th June, 2025, 01st August, 2025, 06th August, 2025, 29th October, 2025, 12th November 2025 and 3rd February 2026. In respect of these meetings, proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the copy of Annual Return of the Company for the financial year ended 31st March, 2026 will be placed on the Companys website www.dynaind.com.

15. INSURANCE

Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.

16. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties, as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length basis. The details of such transactions are disclosed in the Notes forming part of the Financial Statements. Accordingly, particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed herewith as ANNEXURE-III. All Related Party Transactions were placed before the Audit Committee and the Board of Directors, as applicable, for their review and approval. The Company has also formulated a Policy on Related Party Transactions for the identification, approval and monitoring of such transactions. The Policy on Related Party Transactions is available on the Companys website at: https://www.dynaind.com/investor_zone/Policies/Policy-Related-Party-Transaction-21052025.pdf

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is comprising of Two Executive Directors namely Mr. Neeraj Shah as Managing Director, Mr. Apurva Kamleshbhai Modi as Chairman and Whole-time Director and Two Independent Directors namely, Mrs. Anokhi Kunal Bhalakia and Mr. Aditya Bharat Modi.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

All Independent Directors are not liable to retire by rotation. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Mr. Apurva Kamleshbhai Modi (DIN: 07046796), retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment. Brief resume of the Director who is proposed to be reappointed at the ensuing Annual General Meeting, as required per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard, is provided in the notice convening this Annual General Meeting of the Company.

The changes in the composition of the Board of Directors and Key Managerial Personnel (KMP) during the year:

• Mrs. Viraj Darshit Shah resigned from the post of independent director of the company with effect from 29th June, 2025.
• Mrs. Anokhi Kunal Bhalakia has been appointed as an additional independent Woman director of the company in the board meeting held on 28th June, 2025 and was regularized as director in the Annual General Meeting held on 30th August, 2025.
• Ms. Ritu Agarwal has resigned as company secretary cum compliance officer of the company w.e.f. 01st August, 2025.
• Mrs. Krishna Prakash Patel has been appointed as Company Secretary cum Compliance Officer of the Company w.e.f. 29th October, 2025.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors — Qualifications of Independent Director:
An independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Companys business.

Positive attributes of Independent Directors:
An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He/She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

Independence of Independent Directors:
An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

Other Directors and Senior Management:
The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and experience of the person for appointment as Director or at senior management level and recommend to the Board for his/her appointment. The Company shall not appoint or continue the employment of any person as Whole-time Director or Senior Management Personnel if the evaluation of his/her performance is not satisfactory. Other details are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee.

Remuneration Policy:
This Nomination and Remuneration Policy ("Policy") provides the framework and key guiding principles to be followed for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior management personnel. This Policy is to establish and govern the procedure applicable:
a) To evaluate the performance of the members of the Board.
b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. The said Policy is available on the website of the Company.

Managerial Remuneration and Employees:
Managerial Remuneration and Employees Details required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed separately as an Annexure IV.

There were no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board of Directors confirms that in their opinion, the independent directors fulfill all the conditions specified in 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

The Company has also received a certificate from Mr. Chintan K. Patel, a company secretary in practice, that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Familiarization Programme for Independent Directors:
The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give information about developments and amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as "Listing Regulation"), Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company.

The Company has uploaded the details of the above on the website of the company i.e. www.dynaind.com.

21. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees.

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

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year are provided in the "Report on Corporate Governance", a part of this Annual Report.

22. AUDITORS

A. Statutory Auditors
M/s. G. K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W) are the statutory auditors of the Company. They are appointed for a period of five years, from the conclusion of 34th AGM till the conclusion of the 38th AGM (AGM of financial year 2027-28). The Report given by the Auditors on the financial statements for the year ended 31st March 2026 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors Report to the members for the financial year under review does not contain any qualification, reservation or adverse remark or disclaimer.

B. Secretarial Auditors
Pursuant to provisions of Section 204 of Companies Act, 2013 and rules made thereunder and as per Regulation 24A of SEBI Listing Regulations, the Company has appointed Mr. Chintan K. Patel, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors of the Company for a period of five financial years from FY 2025-26 to FY 2029-30. Accordingly, the Secretarial Audit Report for the year 2025-26 issued by Mr. Chintan K. Patel is attached as a separate Annexure V. The Report does not contain any qualification, reservation or adverse remark.

23. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The Company has appointed Khoda Rupareliya & Co., Chartered Accountants as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit Committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

24. RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are currency fluctuation, compliances of various applicable laws, regulatory changes, manufacturing & supply, litigation and technological changes. The management is however of the view that none of the above risks may threaten the existence of the Company as robust risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Corporate Social Responsibility are not applicable to the Company as the company did not fall within the prescribed limits given under Section 135 of the Companies Act, 2013. Hence, the Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your Company has assigned the responsibilities to the Sexual Harassment Committee. During the year, no complaint with allegations of sexual harassment was filed against the Company.

Particulars	Number
Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has also adopted a Policy and Procedure for Inquiry in Case of Leak of Unpublished Price Sensitive Information. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:
i. In the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;
ii. The directors 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 31st March, 2026 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As required by Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report as ANNEXURE VI and ANNEXURE-I respectively.

32. SECRETARIAL STANDARDS

The Company has also complied with all the mandatory Secretarial Standards issued by The ICSI (Institute of Company Secretaries of India).

33. CHANGE IN BUSINESS

No changes have been made in the nature of business carried out by the company during the Financial Year 2025-26.

34. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed in the company by its officers or employees to the Audit Committee and/or Board under Section 143(12) of the Act.

35. GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in the Report on Corporate Governance forming part of the Annual Report.

36. ACKNOWLEDGEMENT

Your directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your directors also sincerely thank all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

For and on behalf of the Board

Dynamic Industries Limited

Place: Ahmedabad

Date: 27/08/2026

Sd/- NEERAJ SHAH, Managing Director, DIN: 05112261

Sd/- APURVA MODI, Whole Time Director, DIN: 07046796