Dynavision Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 50th Annual Report of M/s Dynavision Limited along with the audited financial statements for the year ended March 31, 2025.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Rs. in lakhs	Rs. in lakhs	Rs. in lakhs	Rs. in lakhs
	2024-2025	2023-2024	2024-2025	2023-24
Revenue from operations	978.10	3,768.79	1,317.38	1,033.92
Other income	234.49	218.99	191.59	200.28
Total income	1,212.59	3,987.78	1,508.97	1,234.20
Total expenses (before Interest and Depreciation)	350.53	3,010.56	286.56	201.14
Profit/(Loss) before Interest and Depreciation	862.06	977.22	1,222.41	1,033.06
Add/Less: Interest	46.07	41.83	269.13	137.88
Profit before Depreciation	815.99	935.39	953.28	895.18
Add/Less: Depreciation	15.14	14.28	220.89	66.55
Profit/ (Loss) before Tax	800.85	921.11	732.39	828.63
Exceptional Item	-	-	-	-
Tax Expenses -	181.00	183.00	242.50	183.00
Transfer to Reserve	-	-	-	-
Profit / (Loss) carried over to Balance Sheet	619.85	738.11	489.87	645.63

PERFORMANCE FOR THE YEAR STANDALONE PERFORMANCE

For the financial year 2024-25, the Company recorded a total income of Rs. 1,212.59 lakhs, reflecting a decrease compared to Rs. 3,987.78 lakhs in the previous year. The net profit for the year stood at Rs. 619.85 lakhs, as against Rs. 738.11 lakhs reported in the previous year.

CONSOLIDATED PERFORMANCE

The total consolidated income for the year ended 31st March 2025 was Rs. 1,508.97 lakhs, reflecting a growth from Rs. 1,234.20 lakhs in the previous year. The consolidated net profit increased to Rs. 489.87 lakhs, compared to Rs. 645.63 lakhs in the previous year.

STATE OF AFFAIRS OF THE COMPANY.

At present the Companys earnings are derived from lease rentals and the execution of EPC contracts. During FY 2023-24, the Company commenced its EPC contracting business for solar power generation through its subsidiary, M/s. Dynavision Green Solutions Limited, successfully completing a 6 MW project, with power generation beginning in November 2023. In FY 2024-25, the Company undertook an additional

EPC contract for a 477 KW expansion for the same subsidiary, which was completed in July 2024. The Company remains focused on exploring further opportunities in the renewable energy sector and is optimistic about launching new ventures in the coming years.

SHARE CAPITAL

The paid up equity share capital of your company as on 31st March 2025 was Rs.3,84,00,000/- No additions or alterations to the capital were made during the financial year 2024-25.

BUSINESS PERFORMANCE OF THE COMPANY

In addition to revenue from lease rentals, the Board has been actively exploring expansion opportunities in the field of solar power generation through its subsidiaries and other ventures. The Company successfully executed EPC contracts during the current year and remains optimistic about securing further business opportunities in the ongoing year.

DIVIDEND

The Board of Directors does not recommend any dividend to the Shareholders for the financial year ended 31st March 2025 in view to conserve the resource for future projects and expansion of the company.

TRANSFER OF PROFIT TO RESERVES

Your Company has not proposed to transfer any of its profits to General Reserves.

LISTING OF SHARES

The Shares of your Company are listed at the BSE Ltd having Scrip Code: 517238 and, ISIN is INE083E01010 MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments, given guarantees, or provided securities during the financial year under review. Therefore, Company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has been given in the notes 8 to the Standalone financial Statements.

However, the company has given loan to the Subsidiary Company Dynavision Green Solutions Limited (special resolution approval sought u/s 185 in the AGM dated 26.09.23) during the financial year for Rs. 1.8 Crores, outstanding amount as on 31st March 2025 is Rs. 1.65 Crores.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is enclosed as Annexure-II.

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

CONSERVATION OF ENERGY

Your Company is committed towards conservation of energy in its office use, consequent to which energy consumption has been minimized. No additional proposals/ investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption etc. is not applicable.

TECHNOLOGY ABSORPTION

Your company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The foreign exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Particulars	31.03.2025	31.03.2024
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

APPOINTMENT AND RESIGNATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL

As on date of this report, the Board comprises of five Directors, out of which two are Independent Directors. The details of each member of the Board as on the date of this report forms part of Corporate Governance report.

DIRECTORS APPOINTMENT

During the year 2024-2025, the following Directors were appointed in the Company.

1. Mr. K. Skandan - Independent Director was appointed on 13th February 2024 with effect from 1st April, 2024)

2. Mr. Suleelal V (DIN: 10711642), was appointed as a Additional Director designated as Managing Director of the Company in the Board Meeting held on 8th August, 2024, his appointment was approved by Ordinary resolution passed by the shareholders in the 49th AGM of the Company held on 26.9.2024.

3. Mrs. S. Swetha (DIN: 10744093) was appointed as an Additional Director designated as Independent Director of the Company in the Board Meeting held on 20thAugust, 2024 her appointment was approved by special resolution passed by the shareholders in the 49th AGM of the Company held on 26.9.2024

RESIGNATION

During the year 2024-2025, the following Directors resigned their positions from the Company.

1. Mr. R.P Agrawal - Whole Time Director (Resigned on 8th August 2024 with effect from 30th September 2024)

2. Mrs. Lakshmmi Subramanian - Independent Director ( Resigned on 8th August 2024 with immediate effect)

RETIREMENT BY ROTATION

In terms of Section 152 of the Companies Act 2013 (the Act), Mr. Harshad Reddy (DIN: 02364798) retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment, he offers himself for re-appointment and shall continue till his term as the Non-Executive Non - Independent Director. Briefprofile of Mr. Harshad Reddy is given in the Annexure I to the Notice of forth coming Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL APPOINTMENT

During the year 2024-2025, the following Key Managerial Personnel were appointed in the Company.

1. Mrs. Rubavathy C - Company Secretary and Compliance Officer (appointed with effect from 11th May 2024)

2. Mr. Aditya J Krishna, Chief Financial Officer (appointed with effect from 10th August 2024) RESIGNATION

During the year 2024-2025, the following Key Managerial Personnel resigned their positions from the Company.

1. Mr. R.P Agrawal CFO - (Resigned from the position of CFO with effect from 9th August 2024)

2. Mrs. V. Jayashree - Company Secretary and Compliance Officer (resigned with effect from 11th May 2024)

BOARD AND COMMITTEE MEETINGS

The details regarding the Board meetings and Committee meetings are given separately in the report on Corporate Governance as Annexure I to this report. The gap intervening between two meetings of the Board is within the stipulated time frame prescribed in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the powers, functions, composition, and meetings of the Committees of the Board held during the year are given in the Report in the Corporate Governance Section forming part of this Report.

INDEPENDENT DIRECTORS DECLARATION

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations 2015 in respect of financial year ended 31st March 2025, which has been relied on by the Company and placed at the Board Meeting and was taken on record.

AUDITORS

M/s. R.Subramanian and Company LLP, chartered accountants (Firm Registration No.004137s/ S200041) were re-appointed as Statutory Auditors of the Company at the 47th Annual General Meeting held on 22nd September, 2022, for a further period of Five years till the conclusion of the 52nd Annual General Meeting to be held in the year 2027.

M/s. R.Subramanian and Company LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COMMENT ON STATUTORY AUDITORS REPORT

There were no qualifications, reservations, remarks or disclaimers made by M/s. R. Subramanian and Company LLP, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR

Pursuant to section 204 (1) of the Companies Act 2013 and rule No. 9 of the Companies (appointment and Remuneration Personnel) Rules 2014, Mrs. Srividhya Narasimhan, Practicing Company Secretary (Membership No.34428/ CP 14058) was appointed as the Secretarial Auditor to conduct secretarial audit for the financial year 2024-25. The Secretarial Audit report for the year 2024-2025 as received from the Secretarial Auditor is annexed to this report as Annexure IX.

Pursuant to the requirements under regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015), and SEBI vide its notification No. SEBI/LAD-NRO/GN/2024/218 dated December 12, 2024, amended the SEBI(LODR) Reg, 2015 read with Section 204 (1) of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mrs. Srividhya Narasimhan, Practicing Company Secretary (Membership No. A 34428/ CP 14058) was appointed as Secretarial Auditor of the Company during the Board Meeting held on 12.08.2025 subject to the shareholders approval in the 50th Annual General Meeting scheduled to be held on 23.09.2025, for a period of 5 years

SECRETARIAL AUDIT REPORT

There is no adverse opinion from the Secretarial Auditor on the secretarial compliances during the year under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

INTERNAL AUDITORS

M/s Karra & Company Chartered Accountant (Firm Registration No. FRN001749s.) were appointed as the Internal Auditor for Financial year 2024-25 in the Board Meeting held on 9th May 2024.

Name change was report by the internal auditors due to merger of audit firm with M/s Bansi S. Mehta & Co. Consequent to the merger the new name of the Internal Auditors is M/s Bansi S. Mehta & Co. The Internal Auditors regularly conduct and submitted their quarterly audit reports to Audit Commiittee, which were reviewed by the Audit Committee and Board members.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The Internal Auditor also reported in their IFC report that the Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

COST AUDITOR

The provisions of Appointment of Cost Auditor pursuant to the Companies Act 2013 are not applicable and hence no Cost Auditor has been appointed by the company during the financial year.

SECRETARIAL STANDARDS

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

REPORT ON CORPORATE GOVERNANCE

Pursuant to regulation 15(2), the compliance with the corporate governance provisions is applicable to the Company based on the networth criteria. The Net worth for the Company stood at Rs. 25,45,32,970. as on 31.03.2025.

Pursuant to Regulation 34 (3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance report forms an integral part and has been enclosed as Annexure I to this report.

POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION AND OTHER DETAILS

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the Companys website at www.dynavision.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014

This Policy is available on the Companys website at www.dynavision.in For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2025, the Company has only one Subsidiary Company namely Dynavision Green Solutions Limited. there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the Act).

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Listing Regulations, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiary which forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of your Company (www.dynavision.in). Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Boards report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year ended 2025.

DETAILS OF MATERIAL SUBSIDIARY

The details of material subsidiary are as under:

Name of the Subsidiary	Dynavision Green Solutions Limited
Date of Incorporation	09-09-2022
Place of Incorporation	Chennai
Date of appointment of the statutory auditors	M/s Pavani Kota & Co. was appointed as Statutory Auditor on 13.6.2025 to fill the casual vacancy caused by resignation of M/s Hemadri & Co. on 15.5.2025
Weblink for Policy on dealing in material Subsidiary	www.dynavision.in

RELATED PARTY TRANSACTIONS

The particulars of transaction made with related parties pursuant to Section 188 of the Companies Act, 2013 are set out in Note 33 of financial statements forming part of this Annual Report and the disclosure of the same in prescribed format - Form AOC-2 is annexed hereto as Annexure V and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.dynavision.in. Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2025 is available on the Companys website at www.dynavision.in

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure VI. The information of employees as per Rule 5(2) is available on the website of the Company at www.dynavision.in.

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available on the Company website www.dynavision. in

PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per the definition of Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, Dynavision Limited falls under the category of unorganised sector ie., workplace means an enterprise owned by individuals or self-employed workers and engaged in the production or sale of goods or providing service of any kind whatsoever, and where the enterprise employs workers, the number of such workers is less than ten. Where constitution of internal Complaint Committee is not mandatory therefore the Board of Directors in their meeting held on 12.2.2025, authorised the Audit Committee under terms of reference under SEBI (LODR) Regulations 2015 to carry out the functions of the internal Complaint Committee Sexual harassment of women at workplace (prevention, prohibition, and redressal) act, 2013. The Policy is overseen by the Audit Committee of the Company on a continuous basis. The said policy is also placed on the website of the Company viz. www.dynavision.in

Details of Complaints during the year 2024-2025.

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

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its employees, and has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company ensures a safe and supportive work environment that promotes the health and well-being of women employees during and after pregnancy.

BOARD DIVERSITY

The Board of Directors of Dynavision Limited believes in the benefits diversity brings and it recognizes that diversity of thought makes prudent business sense. With an intension of Having a board composed of men and women with diverse skills, experience, backgrounds and perspectives. The Nomination and Remuneration Committee pursuant to Part D, Part A (3) of SEBI (LODR) 2015, regulation has formulated the Policy on Board Diversity, that is also available on the companys website www.dynavision.in.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013, your company has established a Vigil Mechanism policy of directors and employees to report concerns about unethical behaviours, actual or suspect fraud, violations of code of conduct of the company etc. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access by the Whistle Blower of the Audit Committee. It is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit Committee. The Vigil Mechanism policy is also available on the companys website www.dynavision.in.

DEPOSITS FROM PUBLIC

Your company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will remain closed from 17th September 2025 to 23rd September 2025 (Both days inclusive)

POLICIES

The company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed on the website of the company.

i) Code of conduct for Directors and Senior Management and Evaluation Mechanism ii) Whistle Blower Policy/ Vigil Mechanism iii) Policy on Code of Conduct for Prohibition of insider Trading and Fair Disclosure of Unpublished Price sensitive information iv) Policy on determining materiality of events
v) Policy on preservation of documents and Archival Policy
vi) Nomination & Remuneration policy and policy on board diversity
vii) Policy on materiality of related party transactions and on dealing with transactions related party
viii) Policy on sexual harassment of women at work place (prevention, prohibition Act 2013 and redressal)
ix) Corporate Social Responsibility Policy
x) Policy on material subsidiaries
xi) Risk Management Policy
xii) Divident distribution Policy

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Code of conduct for Directors and Senior Management and Evaluation Mechanism is available in the company website www.dynavision.in

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable :

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: 4 Shareholder holding 400 Shares

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: 2 Shareholders holding 150 shares

(c) number of shareholders to whom shares were transferred from suspense account during the year: 2 Shareholders holding 150 shares

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 5 Shareholders holding 500 Shares

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 5 Shareholders holding 500 Shares

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That 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 and of the Profit or Loss of the Company for that period;

3. That they had 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;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels,

towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey

their thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

	For and on behalf of the Board of Directors
	SULEELAL. V	A. SUDHEER REDDY
	Managing	Director
PLACE:- Chennai	Director DIN: 10711642	DIN: 07184171
DATE:- 12.08.2025