Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company for the
year ended March 31, 2025.

1. State of the Company's Affairs

2. Management Analysis and Discussions
Company Performance

During FY 2024-25, your Company delivered another year of strong performance, reflecting its ability to execute large
and complex projects while maintaining operational efficiency. Revenues for the year on consolidated basis stood at
' 1273.93 crore (' 1273.54 crore on standalone basis), representing a growth of 23.82% (23.79% on standalone basis)
over the previous year. This growth was primarily driven by robust traction in Infrastructure Management Services, Data
Centre and Cloud Solutions, and large integration projects.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) on consolidated basis were ' 112 crore
(' 111.87 crore on standalone basis), translating into an EBITDA margin of 8.79% (8.78% on standalone basis), compared
with 8.01% (8.02% on standalone basis) in the previous year. The improvement in margins was supported by higher
contribution from managed services, enhanced project execution efficiencies, and investments in automation-led delivery
models.

Profit After Tax (PAT) for the year on consolidated basis stood at ' 72.49 crore (' 72.41 crore on standalone basis),
registering a growth of 34.69% (34.19% on standalone basis) year-on-year. The consistent profitability reflects Dynacons'
balanced business model, combining annuity-driven revenues with large-scale project-based engagements. Earnings per
Share (EPS) increased to ' 56.95 (' 56.95 on standalone basis), compared with ' 42.37(? 42.47 on standalone basis) in
the previous financial year, enhancing shareholder value.

The Company maintained a healthy financial position, with strong cash flows from operations and prudent working capital
management. Return on Net Worth (RONW) and Return on Capital Employed (ROCE) remained robust on consolidated
basis at 31.37% (31.36% on standalone basis) and 38.90% (46.55% on standalone basis), respectively. The balance
sheet continues to be strong with a debt-to-equity ratio of 0.22:1 (consolidated and standalone basis), providing flexibility
for future investments and growth initiatives.

Dynacons remains committed to deploying capital efficiently, investing in growth opportunities while ensuring sustainable
returns for shareholders. The Company's strong financial foundation, coupled with its proven delivery capabilities and
strategic partnerships, provides confidence in sustaining growth momentum in the coming years. This success is a
testament to the investments made in strengthening client relationships, enhancing our technology and service delivery,
deepening employee capabilities and expanding technology ecosystem.

The Consolidated financial summary for the last five years is presented below:

Industry Overview

The financial year 2025 was marked by profound global disruption. Widespread geopolitical conflicts, military escalations,
and uncertain trade dynamics severely impacted global supply chains. In the face of this turbulence, your Company
demonstrated exceptional resilience by partnering closely with clients to help them perform under pressure while
continuing to accelerate their transformation agendas.

Globally, the IT system integration industry continued to expand in FY 2024-25, driven by the rapid adoption of cloud
computing, artificial intelligence, cybersecurity, and edge technologies. Enterprises across sectors are modernizing legacy
systems and transitioning to hybrid infrastructure models, fueling demand for integrated solutions that enable automation,
secure data flow, and operational agility. The global market size is estimated at over USD 430 billion, with the Asia Pacific
region emerging as a key growth hub due to accelerated digitalization and sustained infrastructure investments.

In 2025, enterprises are expected to accelerate the adoption of AI into their digital core to address technical debt and
modernize legacy systems. This requires significant efforts in cloud migration, infrastructure modernization, and the
development of a robust data foundation. At the same time, enterprises face a complex risk landscape—cybersecurity
threats, evolving regulations, and geopolitical tensions. As a result, organizations will continue to strengthen cybersecurity
management processes, leading to sustained investments in advanced security frameworks.

In India, the IT services and infrastructure sector remains a critical driver of economic growth, supported by government-
led initiatives such as Digital India, Smart Cities, and AI for All. These programs have accelerated digital adoption across
public services, financial institutions, and citizen-focused applications. The Indian IT & Business Services market is
projected to grow steadily, with system integration services forming a cornerstone of scalable and secure digital
transformation.

Indian enterprises are also making significant investments in cloud-native architectures, data center modernization, and
digital platforms. The rapid rise of AI-powered automation and hybrid work models has further transformed business
operations, prompting organizations to adopt integrated solutions that enhance agility, reduce costs, and improve
customer experience. The domestic system integration market, currently valued at approximately USD 15 billion, is
expected to maintain healthy growth momentum in the coming years.

With rising demand across BFSI, the public sector, and large enterprise segments, India's system integration industry is
poised for sustained momentum. Large-scale projects in banking, e-governance, and national infrastructure continue to
fuel the need for robust and scalable IT solutions. Companies like Dynacons, with deep domain expertise, strong execution
capabilities, and a proven track record, are strategically positioned to lead this next phase of digital infrastructure growth.

Company Overview

Dynacons Systems & Solutions Ltd. Is a leading Indian IT company known for delivering end-to-end technology solutions
to enterprises, public sector organizations, and financial institutions. Over the years, the company has built a strong
reputation by providing innovative and scalable services, including Infrastructure Managed Services, Cloud Computing,
Systems Integration, Application Development and Maintenance, Break-Fix Services, and Automation-led solutions—
effectively supporting the entire lifecycle of clients' technology needs.

Our ability to rapidly apply and scale new technologies has allowed us to navigate multiple technology cycles with
agility and success. The company's expertise covers advanced technologies such as Hyper Converged Infrastructure
(HCI), which integrates storage, computing, and networking into a single system for greater efficiency; Private and Public
Cloud deployments; Software Defined Network (SD-WAN), a technology that centralizes control and optimizes network
performance; Software Defined Storage (SDS), which separates storage hardware from the software that manages
it; Network Infrastructure design and setup; and Virtual Desktop Infrastructure (VDI) Solutions. Additionally, Dynacons
manages onsite and remote facilities for multi-location infrastructures across domestic markets.

Dynacons possesses deep domain knowledge across numerous industry sectors and demonstrates proficiency in
both traditional and emerging technologies. This contextual understanding enables us to create tailored, high-impact
solutions that drive clear business outcomes. Our comprehensive array of services spans Infrastructure as a Service
(IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS), as well as extensive offerings in Infrastructure
Managed Services, Breakfix Services, Managed Print Services, Cloud Computing, Systems Integration, and Application
Development and Maintenance.

At the core of Dynacons' philosophy is a unified, customer-centric approach—one that emphasizes delivering superior
results and building enduring partnerships. By consistently focusing on client needs and proactively expanding our
capabilities, we have established long-term relationships that drive repeat business and sustained growth. High client
satisfaction, a vibrant and skilled workforce, and a proven track record have positioned us as trusted advisors, able to
guide organizations through digital transformation, cloud adoption, IT security, and beyond.

Through a commitment to excellence and innovation, Dynacons continues to push the boundaries of what technology can
achieve for businesses. Our strategic investments in next-generation solutions and ongoing skill development place us at
the forefront of industry transformation, enabling clients to realize operational efficiencies and unlock new opportunities for
growth. With a proven capacity for handling complex, large-scale projects and delivering measurable results, Dynacons
is dedicated to empowering organizations to thrive in today's dynamic digital landscape.

Business Segments

Data Centre and Cloud Solutions

Dynacons specializes in Data Centre Augmentation projects, helping enterprises modernize legacy infrastructure with
next-generation technologies such as Hyper Converged Infrastructure (HCI), Software Defined Storage (SDS), and
virtualization platforms. The company designs and deploys scalable, energy-efficient data centres integrated with
advanced cooling, fire safety, and access control systems.

Its Private Cloud Solutions are built on platforms like VMware, Microsoft Azure Stack, and Red Hat OpenShift, enabling
secure, compliant, and cost-effective cloud environments. These solutions support mission-critical workloads with
enterprise-grade backup and recovery, disaster recovery automation, and data replication across hybrid and multi-cloud
setups. Dynacons is also integrating AI-powered resource orchestration, predictive analytics, and automated capacity
planning to enhance data centre efficiency, reduce downtime, and optimize energy consumption

In recent years, market adoption of Cloud has matured to hybrid multi-cloud configurations, requiring seamless integration
with private/on-premise systems, future cloud native architectures, AI thought leadership and synergies across many
services to deliver the outcomes for the customers. To capitalize on this growth potential in overall Cloud space, We have
formed full-stack teams in offerings, engineering, sales, solutions, and platform-based operations.

During FY 2024-25, Dynacons secured a significant order from Canara Bank for end-to-end IT infrastructure services.
This engagement includes large-scale data center modernization, implementation of robust security frameworks, and
managed services for mission-critical applications. The project is one of the largest of its kind in the Indian banking
sector and underscores Dynacons' ability to execute complex technology transformation programs for top-tier financial
institutions.

Network and Security Infrastructure

Dynacons delivers robust SD-WAN Solutions that enable intelligent, secure, and cost-efficient connectivity across
distributed enterprise networks. These solutions leverage centralized control, dynamic path selection, and integrated
security to optimize performance and reduce operational complexity.

The company also provides comprehensive network and security infrastructure services including next-generation
firewalls, intrusion prevention systems, endpoint detection and response, and identity and access management. Dynacons
integrates SIEM platforms, conducts vulnerability assessments, and ensures compliance with industry standards. AI is
increasingly being used to enhance threat detection, anomaly identification, and automated incident response, enabling
faster and more accurate security operations. The company is also exploring AI-driven network traffic analysis to
proactively identify performance bottlenecks and optimize routing.

Dynacons has demonstrated outstanding technical capability through numerous large-scale, mission-critical SD-WAN
enterprise rollouts for BFSI and public sector clients, delivering secure, high-performance connectivity via meticulous
planning, network design, and seamless integration with existing infrastructure. These projects incorporate advanced
SD-WAN features such as dynamic path selection, automated failover, and robust security protocols, ensuring rapid
connectivity, centralized management, and reliable data protection—key for industries with sensitive data and strict
regulations. By collaborating closely with client stakeholders, Dynacons develops tailored solutions that address unique
operational challenges, from multi-site connectivity and compliance to real-time monitoring and intelligent traffic routing.
This proven expertise not only reflects Dynacons' superior technology skill set but also reinforces its reputation as a
trusted partner for future-ready, scalable connectivity in demanding enterprise environments.

Workplace Solutions

Dynacons' Workplace Solutions are designed to support the modern digital workforce through mobility, collaboration,
and automation. The company implements secure virtual desktop infrastructures (VDI), BYOD strategies, and unified
communication platforms integrated with tools like Microsoft 365 and Google Workspace.

Our comprehensive workplace technology solutions are centered on elevating user satisfaction, enhancing freedom,
and boosting productivity, all while optimizing the return on investment in workplace technologies. By embracing our
workplace technology services, end-users can anticipate greater automation and collaboration. Our Workplace Solutions
cover the entire lifecycle, encompassing sourcing and logistics, integration, user profiling and enablement, service desk
and global field support, remote/branch site optimization, hybrid messaging, enterprise mobile enablement, managed
print services, virtualization, desktop as a service, and operating system migration. We have a proven track record of
working closely with numerous large enterprises, offering a complete range of Workplace solutions to ensure a seamless
work-from-home experience. Our company has successfully secured multiple contracts with prominent BFSI and global
enterprises to meet their workplace solution needs.

A key offering under this segment is the IT Lifecycle Management Solution, which provides end-to-end support for IT
assets—from procurement and deployment to maintenance, upgrades, and retirement. This includes asset tagging,
configuration, warranty tracking, and disposal in compliance with environmental and data security norms. Dynacons
leverages AI-driven asset tracking, predictive maintenance, and usage analytics to help organizations optimize asset
utilization, reduce downtime, and maintain full visibility across their IT inventory. Additionally, AI is being used to enhance
digital employee experience (DEX) through intelligent support systems and personalized workspace configurations.

Managed Services

Dynacons' Managed Services portfolio is built on a foundation of automation, analytics, and SLA-driven delivery. The
company offers services such as data center and network management, cloud operations, managed security, infrastructure
monitoring, and IT staff augmentation, delivered through centralized Network Operations Center (NOC) and Security
Operations Center (SOC).

Dynacons provides Infrastructure Management Services (IMS) to oversee the vital IT systems of leading and forward¬
thinking organizations. Our Enterprise Services encompass a comprehensive range of Enterprise IT and Office Automation
Services, such as Infrastructure Managed Services, Break-fix Services, Managed Print Services, Cloud Computing,
Systems Integration Services, and Applications Development and Maintenance. Our IT infrastructure management
services come with a strong track record. We've not only successfully executed complex IT transformation projects
but have also ensured efficient IT infrastructure services for our enterprise clients. Our history is marked by successful
delivery of high-complexity projects, high levels of customer satisfaction, and innovative IT solutions.

Dynacons continued to strengthen its leadership in the BFSI segment by receiving orders from various State Cooperative
Banks associated with National Bank for Agriculture and Rural Development (NABARD). The Company has received
orders for providing Advance Core Banking As A Service (CBAAS) for a period of 5 years. These orders highlight the
company's deep expertise in delivering secure, scalable, and compliant banking platforms tailored for cooperative
and rural banking ecosystems. Under the contract, Dynacons will deliver a comprehensive suite of services, including
consultancy, implementation, customization, and ongoing support to ensure a smooth transition with minimal operational
disruption. The project will include upgrading, migrating, and maintaining the Core Banking Solution on opex basis, as
well as bolstering infrastructure and networks using top-tier technology. Leveraging its expertise in banking and digital
infrastructure, Dynacons aims to unlock the full potential of the upgraded Finacle platform for the state cooperative banks.

In addition to Canara Bank and NABARD, Dynacons received multiple large-scale projects across government, BFSI,
and enterprise sectors. These included digital workplace modernization programs, cloud transformation mandates, and
cybersecurity engagements for national-level agencies and large corporates. Such wins demonstrate the company's
ability to serve diverse customer needs while building long-term, trust-based relationships.

Embracing the AI Opportunity

We believe every industry stands to benefit from Artificial Intelligence(AI) and the IT industry is at the forefront of this
transformation. Dynacons is strategically positioned to lead this shift by leveraging its domain expertise, deep client
relationships, and contextual knowledge built over decades. Our ability to combine technology with industry insights
makes us an ideal partner for enterprises seeking to embed AI-first cultures, reimagine supply chains, accelerate digital
adoption, and create adaptive, resilient operations. With AI, businesses can go beyond incremental improvements to
achieve transformative outcomes at scale, opening up new horizons for innovation and growth.

The AI ecosystem is experiencing rapid advancements not just in models and applications but also in the underlying
AI infrastructure—from high-performance computing, GPUs, and cloud-native architectures to scalable data platforms
and edge AI deployments. These innovations are compelling enterprises to modernize their IT landscapes, build AI-
ready infrastructure, and ensure robust data pipelines to feed intelligent systems. Dynacons is enabling organizations to
bridge this gap by delivering integrated infrastructure solutions, hyper-converged systems, and cloud platforms that are
optimized for AI workloads. This positions us as a trusted partner for enterprises seeking to deploy AI at scale, with speed
and efficiency.

As organizations increasingly adopt AI to meet evolving customer expectations, the opportunities for IT partners are
unprecedented. Demand is surging for AI-enabled automation, predictive analytics, intelligent operations, and cognitive
solutions across BFSI, government, and enterprise sectors. Dynacons is investing in strengthening its AI infrastructure
capabilities, forming strategic alliances with technology leaders, and expanding its portfolio of AI-driven solutions. Our
approach is focused on delivering measurable value—enhancing efficiency, driving personalization, improving risk
management, and enabling new business models. This positions us at the forefront of the AI-led growth era, empowering
clients to turn AI potential into business advantage.

Awards & Recognitions

In FY 2024-25, Dynacons received several prestigious industry awards and accolades that underscore its strong market
position and customer-centric approach:

• HPE Solution Provider of the Year 2025 - Recognizing excellence in delivering innovative HPE-based solutions.

• Lenovo Digital Workplace Solution Partner of the Year 2024 - Awarded for leadership in workplace transformation
projects.

• Deloitte Technology Fast 50 India 2024 - Fastest Growing Technology Company - Acknowledging Dynacons as
India's fastest-growing technology firm.

• Dun & Bradstreet Top 500 Value Creators of 2024 - Recognition for consistent value creation and financial
performance.

• CMMI Level 5 Certification Achievement - A landmark recognition for process maturity and quality excellence.

• Banking Deal of the Year - For delivering one of the largest Core Banking as a Service projects in India.

• Best Partner for Digital Workplace Solutions - Awarded by a leading OEM for transformational workplace solution
delivery.

These recognitions reaffirm Dynacons' leadership in the IT system integration and managed services space, while
highlighting its ability to combine innovation with execution excellence.

Opportunities and Strengths

The rapid pace of digital transformation in India continues to create significant opportunities for system integrators.
With enterprises modernizing infrastructure, adopting hybrid cloud models, and embracing AI-powered automation, the
demand for end-to-end technology partners has never been stronger. The Indian government's push for e-governance,
digital banking, and citizen-centric digital services presents additional avenues for growth, particularly in the BFSI and
public sector domains where Dynacons has built strong delivery capabilities.

Dynacons' established track record in delivering large-scale IT projects positions it well to capture this demand. Its deep
domain expertise across data centres, workplace solutions, and managed services, coupled with a nationwide service
network of over 250 locations, enables the Company to address complex client needs effectively. With more than 80% of
its workforce comprising technically skilled engineers, Dynacons' delivery strength is a key differentiator in a competitive
market.

Another strength lies in the Company's extensive partnerships with global technology leaders such as IBM, Microsoft,
Cisco, HP, Dell, Oracle, VMware, and HPE. These alliances not only provide access to cutting-edge technologies but
also help strengthen Dynacons' solution portfolio. Industry recognitions, including Deloitte's Fastest Growing Technology
Company award and partner awards from Lenovo and HPE, further validate the Company's strong positioning.

Threats

In today's dynamic and fast-paced digital landscape, IT service providers operate under constant pressure to innovate
and adapt. The pace of change in technology, customer expectations, and business models is accelerating, making
competitive agility more critical than ever. Competition serves as the primary challenge for most technology enterprises,
given the incessant product cycles, the swift shift towards commoditization within the industry, and the ever-evolving
technology, market dynamics, as well as governmental policies and regulations. These factors collectively pose challenges
and risks to the seamless operation of the company. We observe fierce rivalry in conventional services, a swiftly evolving
market landscape, and the emergence of fresh contenders in specialized technology niches.

Our typical competitors in response to requests for proposals are other major global technology service providers. We
confront intense competition in established service domains and witness a swiftly evolving marketplace featuring novel
players specializing in agile, adaptable, and innovative approaches. The technology products and services sector is
fiercely competitive and susceptible to economic conditions and rapid technological advancements. The sector is highly
competitive, with numerous players vying for market share. This can lead to price wars and margin pressure. Keeping

up with fast-paced technological advancements and evolving client needs can be challenging and costly. Disruptions in
logistics, shortages of critical components pose significant risks to Company's ability to deliver services efficiently and
meet client expectations.

In the realm of the IT sector, the organization's success in recruiting, training, and retaining highly skilled IT professionals
significantly impacts its ability to execute projects, cultivate and sustain client relationships, and attain projected
operational and financial outcomes. The domestic market is witnessing an escalating influx of competition from both
prominent international IT firms and Indian counterparts.

As the digital world expands, demand for cybersecurity leaders grows. Organizations recognize cyber risks can lead
to financial losses, reputational damage, and threaten public safety. Increasing cyberattacks and data breaches pose
significant risks to the security of IT systems and client data, affecting trust and compliance.

Risks and Concerns

Operating in a dynamic industry exposes the Company to various risks. One of the key concerns is technology obsolescence,
as rapid advancements require continuous investments in emerging solutions and skill development. Failure to adapt
quickly may impact competitiveness. To mitigate this, Dynacons maintains strong focus on R&D, employee training, and
adoption of next-generation platforms.

The IT services market is also highly competitive, with pressure from both global majors and domestic players. Competitive
intensity can result in pricing pressures, margin compression, and extended sales cycles. Dynacons mitigates this risk
by focusing on value-added services, building long-term customer relationships, and investing in automation to improve
operational efficiency.

Cybersecurity remains another significant risk, given the growing number and sophistication of cyber threats. With
increasing reliance on cloud and digital infrastructure, breaches can lead to reputational damage and financial losses.
Dynacons addresses this risk through robust internal information security practices, deployment of advanced security
tools, and continuous monitoring through its Security Operations Centre (SOC). Additionally, the challenge of talent
retention in niche technology areas continues to be a concern, which the Company addresses through employee
engagement, career growth programs, and competitive compensation.

Sustainable Growth

At Dynacons, our very name reflects our dynamic spirit and commitment to continuous evolution. Guided by our 3C
philosophy—Concept, Capability, and Culture—we have built a holistic approach that spans the entire IT infrastructure
lifecycle, from planning and building to running and monitoring. By consistently refining our concepts, expanding our
capabilities, and nurturing a vibrant organizational culture, we ensure that innovation and value creation remain at the
heart of everything we do. This approach has enabled us to forge enduring customer relationships, foster an engaged
workforce, achieve industry-leading profitability, and steadily expand our market presence, while consistently delivering
long-term value to all stakeholders.

Over the years, Dynacons has successfully navigated multiple technology cycles, each time transforming and adapting
to build relevant new capabilities and helping clients realize the benefits of emerging technologies. Customer-centricity
lies at the core of our strategy, organizational structure, and investment decisions. This enables us to spot trends early,
seize new opportunities through timely investments, and mitigate risks, all while fulfilling our social and environmental
responsibilities. We continuously broaden and deepen customer relationships by identifying newer areas to add value,
proactively investing in capabilities, reskilling our workforce, and launching innovative services, solutions, and platforms.

Our growth philosophy is anchored in a proactive approach—consistently seeking out opportunities within our customers'
businesses and enhancing their value proposition. We strategically invest in innovative capabilities and introduce novel
solutions to capture growth opportunities, while driving revenue expansion and embracing technology-driven business
models. By diversifying income streams, catering to diverse customer segments, and strengthening existing relationships,
we remain committed to building sustainable growth that benefits our clients, employees, and shareholders alike.

Outlook

The outlook for the IT system integration industry remains highly positive. With businesses across sectors accelerating
digital adoption, the demand for integrated, secure, and scalable technology solutions will continue to grow. The Indian
market, in particular, offers strong potential as enterprises increasingly transition to hybrid cloud models, modernize data
centres, and adopt AI and analytics-driven solutions to drive efficiency and innovation.

For Dynacons, the future holds significant promise. The Company's strong order book, landmark projects such as
NABARD's Core Banking as a Service deployment, and its recognition as one of India's fastest-growing technology
companies underscore its ability to deliver growth in the years ahead. Its CMMI Level 5 certification, reflecting process
maturity and delivery excellence, further strengthens client confidence and sets the stage for larger, mission-critical
engagements.

Through our comprehensive range of services and solutions, we assist our customers in navigating their digital
transformation journeys. We have adopted a four-pronged approach to reinforce our relevance to clients and drive rapid
value creation: scaling our digital capabilities and remaining agile, upskilling our workforce, expanding our portfolio of
offerings, and revitalizing our core IT infrastructure. Our consistent growth is testimony to the strength of our business
model and our ability to reinvent ourselves in an ever-evolving technology landscape, staying relevant to our customers
while remaining focused on creating value for all stakeholders.

This integrated approach will help us bring the best capabilities to every customer, ensuring they are future-ready, resilient,
and competitive. We remain steadfastly committed to leading the industry with purpose, innovation, and responsibility.
Our focus on innovation and growth drives us to continuously explore new technologies and business models, ensuring
we stay ahead in an ever-evolving landscape.

Dynacons remains committed to maintaining financial discipline, operational excellence, and shareholder value creation.
With a strong leadership team, talented workforce, and trusted partnerships, the Company is confident of continuing its
growth momentum. As digital transformation accelerates across industries, Dynacons aims to not just participate but lead
in shaping the future of India's digital infrastructure landscape.

Internal Financial control systems and their adequacy

The Internal Control is intended to increase transparency and accountability in an organization's process of designing
and implementing a system of internal control. The framework requires a company to identify and analyze risks and
manage appropriate responses. The company has successfully laid down the framework and ensured its effectiveness.
These have been designed to provide reasonable assurance with regard to recording and providing reliable financial
and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance with corporate policies. Dynacons has aligned its current
systems of internal financial control with the requirement of Companies Act, 2013.

Dynacons internal controls are commensurate with its size and the nature of its operations. The Company's well-defined
organizational structure, defined authority matrix and internal financial controls ensure efficiency of operations, protection
of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades
its systems and undertakes review of policies. There is an effective internal control and risk mitigation system, which is
constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control
system is commensurate with its size, scale and complexities of its operations.

Dynacons Systems & Solutions Limited has an audit committee, the details of which have been provided in the corporate
governance report. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of
the internal control systems and suggest improvements to strengthen the same. Dynacons also undergoes periodic audit
by the Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors
and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective
action. The audit committee also meets Dynacons statutory auditors to ascertain, inter alia, their views on the adequacy
of internal control systems and keeps the board of directors informed of its major observations periodically.

Dynacons management assessed the effectiveness of the company's internal control over financial reporting (as defined
in Regulation 17 of SEBI LODR Regulations 2015) as of March 31, 2025. M/s. MSP & Co., the statutory auditors of
Dynacons, have audited the financial statements included in this annual report and have issued an attestation report on
the company's internal control over financial reporting (as defined in section 143 of Companies Act 2013).

The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard
policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other
data. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI Regulations
2015), the Company's audit committee has concluded that, as of March 31, 2025, the Company's internal financial
controls were adequate and operating effectively.

Details of Ratios

The Company hereby provides the details of ratios as required under Schedule V (b) of the SEBI (LODR) Amendment
Regulations, 2018

Details of significant changes in key financial ratios

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with
a detailed explanation thereof

The Return on net worth increased during the year 2024-25 as compared to previous year 2023-24 because of net profit
earned of Rs. 7241.44 Lakhs in 2024-25 as against net profit earned of Rs. 5396.03 Lakhs in year 2023-24.

3. The Change in the Nature of Business, if any

There was no change in the nature of business of the Company, during the year under review.

4. Dividend

For FY2025, based on the Company's performance, the Directors had declared interim dividend of 5% of the Face Value
of the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,56,565 (gross) subject to deduction of tax at source as per
the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2024-2025 on the
equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date
i.e. August 23, 2024.

For FY2026, based on the Company's performance, the Directors had declared interim dividend of 5% of the Face Value
of the share i.e. Rs. 0.50 per equity share amounting to Rs. 63,62,665 (gross) subject to deduction of tax at source as per
the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2025-2026 on the
equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date
i.e. August 22, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is disclosed in the Corporate
Governance Report and is uploaded on the Company's website at http://dvnacons.com/wp-content/uploads/2020/08/
Dividend-Distribution-Policy-DSSL-Final.pdf

5. Transfer to Reserves

The Company has not transferred any amount to reserves.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The requirement of transfer of unclaimed dividend to Investor Education and Protection Fund as per the provisions of
Sec.125 (2) of the Companies Act, 2013, does not apply to the Company, for the year ended on March 31, 2025.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and the date of the
report

During the year under review, there have been no material changes and commitments affecting the financial position
of the Company which have occurred between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of the report:

Your Company being covered under the threshold limit mentioned under notification dated 7^th November, 2024, issued
by Ministry of Micro, Small and Medium-Enterprise, has registered on Trade Receivables Discounting System Platform
(TreDS).

The Directors had declared interim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity share amounting
to Rs. 63,62,665 (gross), subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders,
to be paid out of profits of the Company for the FY 2025-2026 on the equity shares to those shareholders whose names
appeared in the Register of Members of the Company on cut-off date i.e. August 22, 2025.

The Board in their meeting held on January 03, 2025, had allotted 12,200 equity shares to the eligible Employees of
the Company who had exercised their stock options under the Dynacons-Employees Stock Option Plan 2020 (“ESOP-
2020”). Further, the Company had received Listing/trading approval from BSE Ltd and National Stock Exchange of India
Limited on January 14, 2025.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future

• There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going
concern status and company's operations in future.

• There was no change in the nature of business of the Company.

• During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies

The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd. as on March 31, 2025. Further, an Associate
Company of Dynacons Systems & Solutions Limited (“the Company”) in the name of "Cybercons Infosec Private Limited"
had been incorporated on November 06, 2023. There are no joint venture companies within the meaning of Section 2(6)
of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements
of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure-I

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries,
are available on the website of the Company www.dvnacons.com

10. Directors and Key Managerial Personnel

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose
of attending meetings of the Company.

Mr. Parag Dalal, Whole-Time Director, retires by rotation and being eligible, has offered himself for re-appointment. The
Board recommends the resolution for member's approval for the said appointment.

The shareholders re-appointed Mr. Shirish Anjaria, as Chairman cum Managing Director, Mr. Parag Dalal, as Whole-time
director and Mr. Dharmesh Anjaria, as Whole-time director and Chief Financial Officer for a further period of Five years
with effect from February 01, 2025, at their Annual General Meeting held on September 30, 2024.

Mr. Jitesh Jain, Non-Executive, Independent Director of the Company resigned w.e.f. business hours of March 04, 2025,
due to other ongoing engagements and personal commitments.

The Board of Directors appointed Mr. Ashok Bhumaiah Rajagiri as an Additional Independent Non-Executive Director of
the Company w.e.f. March 05, 2025, subject to shareholders approval. Further, shareholders through postal ballot on
April 10, 2025, appointed Mr. Ashok Bhumaiah Rajagiri as Non-Executive, Independent Director of the Company for the
term of 5(five) years.

All the above appointments/re-appointments by the Board of Directors are based on the recommendation of the
Nomination and Remuneration Committee.

The resolutions requiring approval of the members for aforementioned appointment/re-appointments together with
requisite disclosures are set out in the Notice of the ensuing 30th Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, the Independent directors have submitted declarations that each of
them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status
as independent directors of the Company.

Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during
the Financial Year 2024-2025.

11. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee's remuneration as required pursuant
to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- II

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the
Act has been disclosed in the Corporate Governance Report, which is a part of this report.

12. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, at the 27^th AGM held on September
30, 2022 the members approved re-appointment of M/s. MSP & Co., Chartered Accountants Firm (Firm Registration
No.107565W) as Statutory Auditors of the Company to hold office from the conclusion of 27^th AGM till the conclusion of
the 32^nd AGM.

Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your
Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.

13. Statutory Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self¬
explanatory and do not call for any further comments.

14. Internal Auditors

The Board in their Meeting held on May 30, 2024, had re-appointed Mr. Satya Pattnaik as the Internal Auditor for a period
of two years from Financial Year 2024-25 to 2025-26.

15. Cost Audit and Cost Auditors

The Company has maintained cost records for the Financial Year 2024-25 as prescribed by Central Government under
sub- section (1) of section 148 of the Companies Act, 2013.

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules,
2014, the Board had appointed Sarvottam Rege & Associates (Firm Registration no. 104190), Cost Accountants, for the
conduct of the Cost Audit of the Company.

16. Reporting of Fraud by Auditors

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial 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 Act, details of which needs to be mentioned in this Report. The details are as follows:

(a) Nature of fraud description: Not Applicable

(b) Approximate amount involved: Nil

(c) Parties involved, if remedial action not taken: Not Applicable

(d) Remedial action taken: Not Applicable

17. Corporate Governance

Pursuant to Schedule V to the Listing Regulations and as required under Regulation 27 of Securities & Exchange
Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report
on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of
conditions of Corporate Governance forms part of the Annual Report and the Certificate duly signed by the Chairman cum
Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,
2025 forms a part of Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate time for
meeting stakeholders' expectations while continuing to comply with the mandatory provisions of corporate governance.

18. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and
Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including
Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company -
www.dvnacons.com.

19. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the Independent directors as detailed in the Corporate
Governance Report which forms part of the Annual Report.

20. Relationship Between Directors Inter-Se

The Directors, Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having father and son relationship are related to each
other within the meaning of the term “relative” as per Section 2(77) of the Act and as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Other than these, none of the Directors are related.

21. Particulars of the Employees

The information as required under Section 197 of the Act and rules made there-under for employees who are in receipt of
remuneration which exceeds the limits specified under the said rules read with Rule 5(2) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure II below.

22. Documents placed on the Website of the Company:

The following documents have been placed on the website in compliance with the Act:

• Financial statements of the Company and consolidated financial statements along with relevant documents as per
third proviso to Section 136(1).

• Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per Schedule IV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

• Materiality Policy under Regulation 30 of SEBI(LODR) Regulations, 2015

• CSR Policy

23. Human Resource Management (Material developments in Human Resources/Industrial Relations front, including
number of people employed)

A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable
resource supply through organic and inorganic growth. Our empowering culture, philosophy of investing in people, career
growth opportunities, and progressive HR policies have resulted in consistently high retention levels and developed a
strong employer brand.

The Company values its human resources and believes that the success of an organisation is directly linked to the
competencies, capabilities, contributions, and experience of its employees. The Company's core philosophy is centered
around promoting a safe, healthy, and happy workplace while fostering a conducive work environment among its
employees. Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the
results underscore the important role that human capital plays in critical strategic activities such as growth.

Another critical aspect that companies must prioritize is the cultivation of a workforce poised for the future. The impending
transitions in energy, supply chain dynamics, and the integration of artificial intelligence demand a multifaceted approach.
This entails the imperative to reskill or upskill existing employees, embark on fresh talent acquisitions, and invest
significantly in research and development initiatives. Capitalizing on our technological prowess positions us favorably to
meet the burgeoning global demand and expand our talent pool.

The landscape of work is rapidly evolving, prompting organizations worldwide to rethink their strategies for talent
acquisition and management. In the contemporary context, companies have the capacity to tap into talent resources from
virtually anywhere, necessitating leaders to adeptly harness this global talent reservoir. Technological advancements
and collaborative tools have paved the way for virtual and hybrid work models, making it essential to adopt an approach
that leverages cutting-edge technologies such as AI and cloud computing to foster effective employee engagement and
collaboration.

Your organization is making substantial investments in fortifying its AI capabilities, thereby augmenting the array of
solutions offered to its clientele. This strategic commitment underscores the recognition of the pivotal role that talent plays
in propelling the company forward.

Our overarching goal is to attract, nurture, motivate, and retain a diverse talent pool, as this diversity is a cornerstone of
competitive distinction and long-term prosperity. The company's talent management strategy is meticulously crafted to
unlock the full potential of every employee. This strategy is anchored in the principles of purpose-driven work, inclusivity,
an intellectually stimulating work environment, and a rewards system that recognizes and motivates employees. The
endgame is to deliver an exceptional employee experience while catalyzing business growth.

The number of people employed during the year ended on March 31, 2025 were 1013.

24. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. HSPN & Associates LLP,
(Formerly known as HS Associates) Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial
Audit of the Company for the F.Y. 2024-2025. The Company has provided all the assistance and facilities to the Secretarial
Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y. 2024-2025 in Form MR-3 is annexed to this
report as Annexure-III and IIIA.

25. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing
Company Secretary in their Reports

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2025
does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report does not contain any
qualification, reservation or adverse remark.

26. Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2024, was Rs. 12,71,31,300 divided into 1,27,13,130
Equity shares of Rs. 10 each which has increased to Rs. 12,72,53,300 divided into 1,27,25,330 Equity shares of Rs.
10 each as on March 31, 2025, since the Company had allotted 12,200 equity shares in the Board meeting held on
January 03, 2025, to the eligible Employees of the Company who had exercised their stock options under the Dynacons-
Employees Stock Option Plan 2020 (“ESOP-2020”).

27. Shares

a. Issue of equity shares with differential rights: All the equity shares issued by the Company carry similar voting rights
and the Company has not issued any equity shares with differential voting rights during the financial year under
review.

b. Buyback of Securities: The Company has not bought back any of the securities during the year under review.

c. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

d. Preferential issue: The Company has not issued any equity shares through preferential issue during the year under
review.

e. Employee Stock Option Plan: The Company has not provided any stock options to the employees for the year
under review. However, the Nomination and Remuneration Committee in its meeting held on August 10, 2022, had
approved grant of 33,500 stock options under 'Dynacons - Employees Stock Option Plan 2020' (ESOP — 2020) of
which 20,050 equity shares were allotted to the eligible Employees of the Company who had exercised their stock
options and the Company had received Listing/trading approval from BSE Ltd and National Stock Exchange of India
Limited on April 12, 2024 and 12,200 Equity shares were allotted in the Board Meeting held on January 03, 2025, for

which the Company received Listing/trading approval from BSE Ltd and National Stock Exchange of India Limited
on January 14, 2025. Further, the Company had received In-Principal Approval from BSE Limited on 10^th February,
2022 and from National Stock Exchange India Limited on 1^st April, 2022 for listing of 15,00,000 (Fifteen Lakhs) Equity
Shares of '10 each to be allotted under Dynacons - Employee Stock Option Plan 2020.

28. Employees Share Option Plan 2020

The Company, at the 25^th Annual General Meeting held on 30^th September, 2020, had taken the approval of the
shareholders for its Employees Stock Option Plan (Dynacons-ESOP-2020). Further the Board on the recommendation
of the Nomination and Remuneration Committee vide its meeting dated 10^th March, 2022 made alterations/amendments
to the existing scheme of the Company, namely Dynacons- Employee Stock Option Plan 2020” in order to make the
scheme consistent with existing regulatory requirements (i.e., Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021).

The Company has not provided any stock options to the employees for the year under review. However, the Nomination
and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under
'Dynacons - Employees Stock Option Plan 2020' (ESOP — 2020) of which 20,050 equity shares were allotted to the
eligible Employees of the Company who had exercised their stock options under the Dynacons-Employees Stock Option
Plan 2020 (“ESOP-2020”) in the Board Meeting held on March 29, 2024, and the Company had received Listing/Trading
approval from BSE Ltd and National Stock Exchange of India Limited on April 12, 2024 and 12,200 Equity shares were
allotted in the Board Meeting held on January 03, 2025,for which the Company received Listing/trading approval from
BSE Ltd and National Stock Exchange of India Limited on January 14, 2025.

With this allotment, the paid-up capital of the Company had increased to Rs. 12,72,53,300/- divided into 1,27,25,330
equity shares of face value of Rs. 10/- each.

Further the Nomination and Remuneration Committee in its meeting held on January 09, 2025, had approved grant of
12,750 stock options under 'Dynacons - Employees Stock Option Plan 2020' (ESOP — 2020).

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 for the year ended March 31, 2025, is available at the website of the Company at www.dynacons.
com. The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented
in accordance with the SEBI Regulations would be placed at the ensuing Annual General Meeting for inspection by
members.

29. Credit Rating

Your Directors have pleasure to inform that Acuite carried out a credit rating assessment of the Company for both
short-term and long-term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking
facilities, which enables the Company to access banking services at low costs, below is the latest ratings provided to the

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Considering the request made by the Company, and as per the policy on withdrawal of CARE Ratings and on receipt of
NOC for the Bank facilities from the Bank, CARE Ratings vide their letter dated February 12, 2025, had communicated
the withdrawal of its credit ratings assigned to the bank facilities of the Company.

30. Fixed Deposits

During the financial year under review, the Company has not accepted any type of deposits which falls under the purview
of Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014 and accordingly,
the disclosure requirements stipulated under the said Chapter are not applicable. There were no unclaimed or unpaid
deposits as on March 31, 2025.

No money has been received by the Company from any of its director.

31. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors
confirm that, to the best of their knowledge and belief:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with no
material departures;

(b) They have 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/loss of the Company for that period;

(c) They have taken proper and sufficient care, to the best of their knowledge and ability, 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 have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

32. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and
Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts)
Rules, 2014 forming part of Directors' Report for the year ended March 31, 2025 is as under:

(A) Conservation of energy:

(B) Technology absorption:

(C) Foreign exchange earnings and out-go are set out below:

(Including capital goods and other expenditure)

33. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

34. Number of Meetings of the Board

During the year, 13 (Thirteen) Board Meetings were held. The details of the Board and various Committee meetings are
given in the Corporate Governance Report.

35. Meeting of Independent Directors

The Independent Directors met once during the year on March 20, 2025 to review the working of the Company, its Board
and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the
questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the
Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the
members.

36. Declaration by an Independent Director(s)

The Board has received the declaration from all the Independent Directors (Including Independent Director appointed
during the year) as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent
Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

37. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' remuneration and appointment 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.

38. Internal Financial Control System

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

39. Committees of the Board

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of
applicable laws and layered down well documented terms of references of all the Committees. During the year under
review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were
accepted by the Board.

There are currently 5 Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship and Grievance Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Other committees as required to be formed by the Company under statutory laws.

The details pertaining to the composition, number of meeting, attendance, etc. of the Board's Committees are included in
the Corporate Governance Report, which is a part of this report.

40. Vigil Mechanism (Whistle Blower Policy)

Your Company has established a mechanism called 'Vigil Mechanism', as per Section 177(9) of the Act and Regulation
22 of SEBI Listing Regulations, for directors and employees to report the unethical behavior, actual or suspected,
fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of
employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on the website of the Company at
http://dvnacons.com/wp-content/uploads/2020/08/Vigil-mechanism-policv-DSSL-Final.pdf

41. Risk Management Policy

Risk Management Policy identifies, communicate and manage material risks across the organization. The policy also
ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures
are provided in the Management Discussion and Analysis annexed to the Annual Report.

42. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee as per Section 135(1) of the Companies
Act, 2013. The composition of CSR Committee and terms of reference are provided in Corporate Governance Report.
The CSR policy, composition of CSR committee and the CSR activities is uploaded on the Company's website at
www.dvnacons.com. The CSR Report for the Financial Year 2024-25 is annexed to this report as Annexure-IV.

43. Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT-7 is available on the website of the company at the web
link: https://dvnacons.com/investors/others/annual-return/

44. Particulars of Loans, Guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013,
are given in the note no. 32.10(b) to the Financial Statements.

45. Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on an arm's length basis. The details of material contracts or arrangements or
transactions at arm's length basis or otherwise have been disclosed in Form AOC-2 as Annexure V.

Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is
uploaded on the Company's website at https://dynacons.com/investors/policies/

46. Obligation of Company under the Sexual harassment of women at workplace (Prevention, Prohibition and
Redressal) Act, 2013

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. An Internal Complaints
Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ('the said Act'). During the year Company has not received any complaint of harassment. However,
as required the following is the details of complaints received and resolved during the year:

47. Cash flow and consolidated financial statements

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Consolidated Financial Statement
is a Part of Annual Report.

48. Insolvency and Bankruptcy Code

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year
is not applicable.

49. Disclosure under rule 8(5)(xii) of the Companies (Accounts) Rules, 2014

During the year, there were no instances where your Company required the valuation for one time settlement or while
taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between
amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.

50. Disclosure under the Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits
to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act
were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman
employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in
line with applicable laws and best practices.

51. Disclosure Requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon is forming part
of Corporate Governance Report, and the integrated Management Discussion and Analysis are attached, which forms
part of this report.

The 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.

The equity shares of the Company were not suspended from trading during the year on account of corporate actions or
otherwise.

No application has been made under Insolvency and Bankruptcy Code, hence requirement to disclose the details of
application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement
and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not
applicable.

52. Acknowledgements

Your Directors thank the Company's Investors, Clients, Vendors, Bankers, Business and various governmental as well as
regulatory agencies for their continued support and confidence in the management.

Your Directors wish to place on record their deep sense of appreciation of the dedicated and sincere services rendered
by employees at all levels during the year. Your Company's consistent growth was made possible by their hard work,
solidarity, cooperation and support.

For and on behalf of the Board of Directors

Shirish Anjaria Parag Dalal

Chairman cum Executive Director

Managing Director Din no.:00409894

Din no.: 00444104

Date: September 03, 2025
Place: Mumbai