Dynemic Products Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 35th Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2025.

(Amount in Lakhs)

The Members in the Annual General Meeting held on 12th September, 2023 inter alia considered and approved the raising of funds by way of Pref -erential Issue by issuing 3,50,000 Equity shares and 4,00,000 convertible warrants for an amount of 23.14 Crore. The purpose/object to raise was to meet Working Capital and General Corporate Purposes. The company convertedtheallotted4,00,000convertiblewarrants into Equity shares during the year.

Your Directors, afterconsideringthefinancialperformance has decided not to recommend dividend for the year under review.

The Board of Directors has decided not to transfer any amount to any reserves.

Discussion and Analysis Information onoperational and which is set out as Annexure E to the Boards Report.

The informationto be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are set out in Annexure A to this Report.

The Company has not changed its nature of Business during the year under review.

As part of itsinitiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds to Dynemic Foundation. The contributions in this regard has been made to the registered trust which is undertaking these scheme.

The Annual Report on CSR activities is annexed herewith as : Annexure B. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of thein -vestments made by company is given in the notes to the financial statements.

Pursuant to requirement of the Companies Act, 2013, Shri Dixitbhai B. Patel shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has been provided in the Notice Meeting, forming part of the Annual Report.ofthe Annual General not liable to retire by rotation. In accordance with Section 149(7) of the Act, office TheIndependentDirectorshold each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) Regulations . ofthe ActandSEBI

Ms. Rashmi Aahuja due to her pre-occupancy resigned on 13.06.2025 as an independent director. The Board of Directors of the Company appointed Ms. Avani Patel as Independent Director of the Company for a term of 3 (three) years with effect from August 13, 2025 to August 12, 2028 (both days inclusive) subject to approval of shareholders in General Meeting.

Nomination and Remuneration Policy

Companys Policy on Directors, KMP and other employees as per Section 134(3) of Companies Act, 2013 is given in Corporate Governance Section forming part of Annual Report.

Meetings

The Board of Directorsdulymet5(Five)timesrespectively on 30.05.2024, 13.08.2024, 13.11.2024, 10.02.2025 and 06.03.2025 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent directors so appointed/ re-appointed hold highest standards of integrity and possess necessary expertise and experience

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

Directors and Officers Liability Insurance Policy : The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Company for any breach of fiduciary duty.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. the requirements of the Sexual Harassment of Women at the Workplace TheCompanyhasinplace anAnti (Prevention, Prohibition & Redressal) Act, 2013 and also has constituted Internal ComplaintsCommittee (ICC). All employees (permanent, contractu -al, temporary, trainees) are covered under this policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and The following is a summary of sexual harassment complaints received and disposed off during the year.

No. of complaints filed during the financial year - NIL

No. of complaints disposed off during the financial year Not Applicable

Number of complaints pending as on end of the financial year - NIL

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 it is hereby confirmed that :

in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and that there are no material departures; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 / loss of the Company for the year under review; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors have prepared the accounts for the financial year ended March 31, 2025 on a going concern basis;

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; the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the busi -ness. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other desig -nated persons which may have potential conflict with interest of the company at large. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The Company had also taken members approval at its Annual General Meeting held on 11th September, 2014 for entering into the transactions with Related Parties. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.dynemic.com/colours/pdf/Related%20Party%20Transaction%20Policy.pdf Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Disclosure of transactions with promoter / promoter group holding 10% or more shareholding. (in Lacs)

Transactions with related parties are disclosed in Note No. 38 to the Annual Financial Statements.

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2025. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

M/s B. K. Patel & Co., Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on September 29, 2022 for a term of five consecutive years. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the members is not being sought for the re-appointment of the Statutory Auditors.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no reservation, adverse remark or disclaimer given by the Auditors in their Report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Person -nel) Rules, 2014 the company has appointed M/s. Ashok P. Pathak & Company, Company Secretary in practice to Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C" for the financial year ended on March 31, 2025. The Secretarial Audit Report contains qualification remark. The explanation on comments / observation(s) in the Secretarial Audit Report are as under - (a ) Ms. Rashmi Kamlesh Otavani the Independent Women Director was appointed as Additional Director w.e.f. 14.02.2015 who holds office upto the date of AGM only. She gets appointed / confirmed only after -ed / confirmed in Annual General Meeting held 25.09.2015 for the period of five years upto 25.09.2020 and got re-appointed in the Annual General Meeting held on 24.12.2020 for second term of five consecutive years w.e.f. 25.09.2020 to 24.09.2025.

For all purpose her appointment expires on 24.09.2025 and the Company will fill the vacancy before the expiry of the term of Ms. Rashmi Kamlesh Otavani.

(b) The Company has appointed Mr. Dixitbhai B. Patel and Mr. Rameshbhai B. Patel, Whole Time Directors designated as Joint Managing Director vide Special Resolutions passed in its 34th Annual General Meeting held on 28.09.2024. In e-Form DIR-12 filed of Corporate Affairs there is no designation as Joint Managing Director and as such the designations has been shown as "Managing Director" for Mr. Dixitbhai B. Patel and Mr. Rameshbhai B. Patel. e-Form MR-1 has also been filed vide SRN AB1572064 and AB1571935 dtd. 19.10.2024 with designation "Managing Director" for Mr. Dixitbhai B. Patel and Mr.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are required to be audited by a qualified Cost Accountant.

Your Directors have on the recommendation of the Audit Committee, appointed M/s Anuj Aggarwal & Co., Cost Accountants (Firm Registra -tion number 102409) to audit the cost accounts of the Company for the Financial Year 2025-26. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification.

A Resolution seeking ratification of remuneration payable to M/s Anuj Aggarwal & Co, Cost Accountants is included in the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company as on March 31, 2025 is hosted on the website of the Company at https://www.dynemic.com/colours/pdf/Form_MGT_7-24-25.pdf

In compliance with the provisions of Regulation 21 of SEBI LODR Regulations, the Board of Directors has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company.

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, is appended to this report.

A separate section on Corporate Governance practices followed by the Company, together with a certificate from Practicing Company Secretary con -firming compliance forms an integral part of this Report, as per SEBI Regulations. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

The Company has not accepted any deposits during the year under report.

The Consolidated Financial Statements of the Company for the Financial Year 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditors Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website www.dynemic.com of the Company.

A report on the performance and financial position of subsidiary and associate company as per Companies Act, 2013 is provided in Annexure D.

The details in respect of internal financial control and their adequacy are included in the Management and Discussion & Analysis, which forms part of this report.

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company. During the year under review, no employee was denied access to the Audit Committee. https://www.dynemic.

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. Since your Company is not in Top 1,000 Companies by Market Cap hence the said report is not applicable to the Company.

In terms of the provisions of section 143(12) of the Act read with rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the year under review, the auditors have not reported any frauds to the Audit Committee or to the Board and therefore, no details pursuant to the provisions of section 134(3)(ca) of the Act are required to be disclosed.

During the year under review there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Not applicable

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in The Company has complied with Secretarial Standards issued by the Institute Meetingsof the Board of Directors CompanySecretaries Indiaon and General Meetings.

The Board wishes to express appreciation and place on record its gratitude for the faith reposed in and co-operation extended to the Company by all customers, vendors, investors, bankers, insurance companies, consultants and advisors of the Company. Your Directors place on record their appreciation of the dedicated and sincere services rendered by the employees of the company.