Dynacons Systems & Solutions Ltd

#DRStart#

Your Directors are pleased to present the Twenty Ninth Annual Report on the business and operations of the Company for the year ended March 31, 2024.

1. Financial Highlights

(Rs. In Lakhs)

2. Management Analysis and Discussions Company performance:

In the financial year under review your Company has delivered exceptional performance, marked by significant milestones and robust growth across all business segments. The company recorded a strong increase in revenues, driven by strategic investments in cutting-edge technologies and expansion into new markets. Our relentless focus on innovation and customer-centric solutions enabled us to strengthen our leadership position in the industry.

In FY 2024, your company delivered a strong performance, achieving substantial revenue growth and a remarkable increase in profitability. Even amidst a challenging global environment, the company's unwavering focus on operational excellence fueled significant improvements in financial outcomes, underscoring its resilience and strategic execution. On a standalone basis, revenues reached 1,02,882 lakhs, up 28% from 80,644 lakhs in the previous year, with profit before tax rising to 7,221 lakhs compared to 4,460 lakhs. After accounting for a tax provision of 1,825 lakhs, profit after tax stood at 5,396 lakhs, a 62% increase. On a consolidated basis, revenues were 1,02,885 lakhs, also reflecting a 28% growth, with profit after tax at 5,382 lakhs, up 61% year-over-year.

During this period, we refocused on our industry and technology expertise, emphasized and refreshed the core values that define who we are as a company, and doubled down on customer centricity and employee empathy. Beyond the surface-level statistics, we find satisfaction in the comprehensive nature of our growth, which has been broad-based across all our industry sectors and major markets. The growth was fueled by accelerated spending on digital transformation initiatives, cloud adoption, and higher outsourcing. This exceptional performance can be attributed to the Company's strong partnerships with clients, its agile organizational structure, and a stable management team. Additionally, investments in talent development and the development of new capabilities have enhanced the Company's ability to increase client wallet share. Improved execution has also contributed to higher levels of customer satisfaction.

Advanced manufacturing, new technologies like AI, new energy, data and business models are changing the future of work and are compelling new skillsets to be built for the future. As enterprises globally prepare to respond to these mega trends, we see multiple opportunities for your company. These transitions will require substantial investment in technology across industry sectors. Your company is making significant investments and building capabilities to partner with customers during this phase of rapid technological shifts. As we continue to evolve and adapt in a dynamic business environment, our dedicated team remains the cornerstone of our success, ensuring that Dynacons is well-positioned for sustainable growth and long term value creation. Additionally, we're pleased to observe a steady increase in the number of digital transformation projects in our portfolio, further illustrating our commitment to staying ahead in a rapidly evolving business landscape.

The global environment around the world continues to go through significant shifts. Post the pandemic, which resulted in supply chain shocks, there was an economic slowdown especially in developed markets. While initial signs of stability began to emerge, the military conflicts have further intensified this year and continue to impact the global supply chains. After two years of recessionary fears, persistently high inflation, and unprecedented monetary tightening, the global macro-outlook looks relatively better now with improving growth, disinflation, and monetary easing in sight. Across industries globally, there are multiple mega trends that are shaping priorities of businesses: AI, New Energy, Supply

Chain and Talent.

The System Integration and IT Services industry in India has witnessed significant growth over the past decade, driven by the country's digital transformation journey, rapid technological advancements, and increasing demand for IT solutions across various sectors. As businesses embrace digitalization, the need for integrated IT systems that can seamlessly connect diverse technologies and applications has become crucial. The industry plays a pivotal role in enabling enterprises to enhance operational efficiency, streamline processes, and foster innovation. With the government's push towards

Digital and AI, the demand for system integration services, particularly in sectors like, banking, public sector, healthcare and manufacturing, has surged.

India's IT services sector, already a global leader in outsourcing, has expanded its scope to offer a wide range of services, including cloud computing, cybersecurity, data analytics, and artificial intelligence. The country's vast pool of skilled IT professionals, coupled with competitive pricing, has made it a preferred destination for global IT services. Moreover, the growing adoption of emerging technologies such as Artificial Intelligence (AI), Internet of Things (IoT), blockchain, and

5G is opening up new opportunities for system integrators to offer innovative solutions that address complex business challenges. As the industry evolves, Indian IT service providers are increasingly focusing on building strong partnerships and ecosystems to deliver end-to-end solutions that drive digital transformation and business growth.

In a rapidly evolving digital landscape, businesses across the globe are grappling with the implementation of exciting yet bewildering new technologies. The IT services market is a robust and expanding sector within the global IT industry. As digital transformation accelerates across various sectors, IT services continue to play an integral role in businesses of all sizes. The increasing complexity of technology infrastructure and the growing demand for cloud-based solutions emphasized the global need for reliable IT services that enable efficient operations, enhance cybersecurity, and support the evolution of work models.

Artificial Intelligence (AI) is rapidly transforming IT services, with a growing synergy between AI and data centers due to the increased demand for high-performance computing and storage capabilities required to support AI training and applications. The global spending on data centers reached a record 236 billion U.S. dollars in 2023 and is projected to increase to a new record of 260 billion U.S. dollars in 2024 driven in part by advancements in AI technology as published by Statista.

The IT services market spans various segments, including managed services, security services, and cloud computing. Among these, cloud computing stands out as the fastest-growing segment, driven by the increasing use of remote servers and networks for data management and processing. The momentum behind cloud migration remains strong as clients continue to pursue transformative projects. In response to heightened uncertainty in the business landscape, companies are more open to IT investments and rethinking their business models. These changes are designed to boost efficiency while enhancing agility and resilience.

India's IT services market is closely tied to the country's overall economic growth. With a GDP growth rate of over 7%,

India is one of the world's fastest-growing major economies. This has led to a growing demand for IT services from businesses across a range of industries. In conclusion, India's IT services market is experiencing significant growth as businesses across the country look to adopt new technologies to stay competitive. With a growing demand for cost-effective, innovative, and specialized services, the market is likely to continue to evolve in the coming years.

Our remarkable business performance over the past year underscores our intrinsic resilience and adaptability. This success can be attributed to two pivotal factors. First, our market share has expanded due to our exceptional capabilities and elevated customer satisfaction levels. Second, our increased participation in our customers' growth and transformation initiatives, which represent a burgeoning segment of their technology investments, has also played a substantial role. Our swift responsiveness, agility, and capacity to embrace change have remained the bedrock of our achievements.

During FY 2024, customers shifted their focus toward projects deemed essential for business operations, particularly those promising quicker ROI. Digital, AI, and Cloud technologies have become fundamental to business success, driving the demand for comprehensive enterprise transformation and ongoing innovation. The rapid pace of technological change is erasing the boundaries between industries, making cross-industry expertise increasingly vital. In this environment, adaptation is crucial for survival. Organisations today are faced with transformative business opportunities due to advances in software and computing technology. These organizations are dealing with the challenge of having to reinvent their core offerings, processes and systems rapidly and position themselves as ‘digitally enabled'.

Information Technology (IT) services are the invisible gears driving the machinery of modern organizations. The IT industry in India has played a key role in putting India on the global map and India is now the global centre for IT. The industry has played a major role in transforming India's image from a slow-moving bureaucratic economy and offering traditional outsourced data entry, to a land of strengthening its digital capabilities and deploying emerging technology solutions and becoming a global player in providing world class technology solutions and business services.

The government of India has also undertaken some major initiatives to promote the IT and information technology enabled services (ITeS) sector in India. Both Central and State governments in India have taken steps towards developing technology solutions to digitally enable citizen services. The government plans to focus on areas such as cybersecurity, hyper-scale computing, artificial intelligence and blockchain. Our company has been a leader in the IT industry, across various technology cycles. At each of these defining moments, we refocused our investments, reinvented ourselves, and helped clients transform their businesses to stay ahead of the technology curve.

Dynacons undertakes all activities related to IT infrastructure including infrastructure design and consulting services, turnkey systems integration and set up of large Network and Data Centre infrastructures including supply of associated equipment and software; Hyper Converged Infrastructure (HCI) solutions, Setup of Private and Public Cloud, Software Defined Network (SD WAN) and Software Defined Storage (SDS) solutions, Network Infrastructure design and setup for

ISPs, VDI Solutions, onsite and remote facilities management of multi- location infrastructure of domestic clients. The Company has built a strong customer base, variety of talent and a competent service delivery infrastructure.

Dynacons provides all service models such as IaaS (Infrastructure as a Service), PaaS (Platform as a Service) and Saas (Software as a Service). Dynacons' Enterprise Services offerings include a wide spectrum of Enterprise IT Services including Infrastructure Managed Services, Breakfix Services, Managed Print Services, Cloud Computing, Systems Integration Services, and Applications Development and Maintenance. The Company provides end-to-end technology and technology related services to corporations across industry verticals. The Company has deep domain knowledge across industry sectors and technology expertise across traditional and new age technologies.

The key engagement themes we saw during the year were around cost optimization and cloud transformation. Demand was led by vendor consolidation, cloud migration and transformation, customer and employee experience enhancement, operating model transformation, business process optimization, supply chain initiatives, sustainability, AI enablement i.e. creating a cloud and data foundation for AI, and early-stage AI-infused transformational engagements.

In the ever-evolving landscape of enterprise digital transformation, there's a relentless focus on cloud integration, network modernization, enhanced customer experiences, and the reimagining of business models. These initiatives underscore our clients' commitment to staying ahead of technological advancements, transforming into intelligent enterprises, launching cutting-edge products and services, orchestrating interconnected ecosystems, and delivering immersive, hyper-personalized experiences.

Our mission is to empower clients to accelerate and expand their technology-driven innovations, enabling them to differentiate themselves in the market and drive sustained growth. We support their adaptation to dynamic environments, leveraging technology to enhance efficiency, agility, and resilience while balancing growth with stability. Recognizing technology adoption as a crucial driver of business growth and transformation, we are laser-focused on addressing client needs by developing new capabilities that enable seamless technology integration. Our commitment is unwavering in enhancing our talent pool, forging strategic partnerships with leading technology providers, expanding the innovation ecosystem, and delivering state-of-the-art solutions.

In the past year, we have rigorously transformed our organization to function with the agility and responsiveness of a startup. Our aim is to swiftly adapt to the evolving external landscape, accelerating the pace at which we generate and implement novel ideas. We aspire to become a globally esteemed entity, renowned for delivering premier business solutions through cutting-edge technology and top-notch talent. Driven by our core values that influence our strategies and actions, we remain resolutely focused on this objective.

Your company has been at the forefront of a major surge in digital technology adoption, propelled by the quest to optimize cost efficiency, enhance adaptability, and offer tailored experiences to both customers and employees. Enterprises are actively pursuing technological innovations not only to excel in a fast-paced environment but also to gain a substantial competitive advantage. Their primary goal is to transform the future of work, learning, and business operations, while fortifying their resilience and safeguarding their technological infrastructure.

Dynacons has meticulously cultivated a formidable customer base, harnessed a diverse array of technical expertise, and established a highly efficient service delivery architecture. Our organization excels in providing a comprehensive suite of IT Infrastructure Solutions and Services, spanning Data Centre and Cloud, Network and Security, Digital Workplace solutions, and Managed Services. We are committed to delivering superior outcomes across these domains, ensuring that our clients benefit from advanced solutions tailored to their precise requirements.

Furthermore, Dynacons is distinguished by its profound industry acumen, encompassing both time-tested and avant-garde technologies. Our in-depth knowledge across various sectors equips us to deliver bespoke solutions and strategic insights that address the nuanced requirements of diverse industries. This comprehensive understanding allows us to craft solutions that are not only innovative but also precisely aligned with the dynamic demands of the technological landscape, ensuring that our clients remain at the forefront of industry advancements.

Dynacons is committed to accelerating revenue growth by adopting advanced, technology-driven business models. Our goals include diversifying income streams, serving a wide range of customer segments, and strengthening our existing client relationships. We actively pursue new opportunities within our clients' businesses, continually working to enhance their value propositions. Our proactive strategy involves making strategic investments in innovative capabilities and introducing new solutions to capitalize on emerging growth areas.

Our broad range of services spans the entire IT infrastructure lifecycle, from Planning and Building to Running and

Monitoring. The name of our Company, Dynacons, reflects our dynamic essence and drives our entire approach. Central to our mission is a dynamic growth trajectory guided by our 3C framework: Concept, Capability, and Culture. We are dedicated to continually evolving our concepts, expanding our capabilities, and fostering a vibrant company culture. These principles underpin every facet of our operations at Dynacons, ensuring that we remain at the forefront of innovation and value creation. This strategy has led to strong, lasting customer relationships, a highly engaged workforce, industry-leading profitability, ongoing market expansion, and a proven ability to deliver long-term stakeholder value.

Indian customers are increasingly looking for IT services that are cost-effective, innovative, and tailored to their specific needs. As a result, there has been a growing demand for services such as cloud computing, cybersecurity, and artificial intelligence. One of the key trends in the Indian IT services market is the shift towards digitalization. With the Indian government's push towards a digital economy, businesses are increasingly looking to adopt new technologies to stay competitive.

Today, clients are seeing cloud as a strategy for business transformation and growth. The shift to cloud-native products and platforms is being fast-tracked, to achieve increased collaboration, security, scalability and efficiency. Hybrid, multi-cloud platforms are now becoming mainstream. Cloud adoption is a catalyst for innovation, and a strategy for business and growth itself. It provides the unifying digital fabric that forms the foundation for a connected future—one that continues to unfold with each technological advancement, including generative AI (GenAI).

Despite ongoing challenges, IT services spending has demonstrated remarkable resilience. Cloud technologies have become central to enterprise strategies and crucial for achieving sustainable growth. As cloud transformation remains a top priority, enterprises are increasingly focused on executing complex and large-scale migrations. Our competitive advantage in this cloud adoption phase is supported by our extensive cloud expertise, scalability, profound domain knowledge, and strong partnerships with major cloud providers.

Cloud technologies continue to drive innovation in the corporate world by offering powerful computing, data, and networking resources on a large scale. The adoption of cloud services, including Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS), is steadily rising. In response, our company has proactively broadened its cloud solutions portfolio and formed strategic alliances with leading cloud providers to address the evolving needs of businesses. During the previous year we won the prestigious contracts worth Rs. 293.47 Crores for the setup of Private Cloud solution for a Union Bank of India . The orders covers Supply, Installation, configuration, implementation and support for Hyper- Converged Infrastructure and Software Solution for Expansion of Bank's On-Premises Private Cloud under Rate Contract from Union Bank of India. The private cloud solution will help standardize and automate its processes. The Hyper-Converged IT infrastructure will allow the bank to scale faster, offer technology enhancements quicker, reduce operational complexity, and automate application provisioning and deployment.

India's cybersecurity landscape is rapidly evolving, driven by the increasing frequency and sophistication of cyberattacks that threaten the integrity of organizations' data and operational continuity. Ransomware attacks, in particular, have become more prevalent, targeting critical infrastructure and corporate entities, highlighting the urgent need for enhanced cybersecurity measures. This growing threat landscape has necessitated significant investments in advanced threat detection technologies, employee training programs, and strict compliance with emerging data protection regulations to safeguard against potential breaches.

As cyber threats become more complex, Indian organizations are prioritizing the fortification of their digital defenses. This shift is evident in the strategic expansion of cybersecurity portfolios by leading IT service providers, who are focusing on delivering comprehensive solutions that address threat detection, prevention, and incident response. The emphasis is not just on technology, but also on building a cybersecurity-aware workforce, capable of recognizing and mitigating risks in real-time. These efforts are critical to maintaining the resilience and reliability of digital infrastructures across various sectors.

The potential for growth in India's cybersecurity sector is immense, driven by the increasing reliance on digital technologies and the corresponding rise in cyber threats. We are building Strategic partnerships with global cybersecurity leaders which will enable us to enhance our offerings, providing robust and holistic security solutions to clients across industries. As India continues to digitize at an unprecedented rate, the demand for innovative and effective cybersecurity solutions will only intensify, making cybersecurity a key area of focus for IT service providers and a critical component of the nation's digital transformation journey. Your Company has set up their Cyber Security Operations Centre and is offering high end services to customers.

Software-Defined Wide Area Networking (SD-WAN) has emerged as a game-changing technology in India's IT landscape, offering a revolutionary approach to managing and controlling network infrastructure. By creating a virtual

WAN architecture that securely connects users to their applications, SD-WAN streamlines branch office connectivity, enhances network reliability, and optimizes application performance. This innovative technology also significantly boosts network agility, allowing organizations to swiftly adapt to changing business needs. Additionally, SD-WAN's ability to reduce overall expenses through efficient resource utilization and automated architecture makes it an attractive solution for enterprises seeking to meet contemporary IT objectives with cost-effective and scalable networks.

In India, the potential for SD-WAN technology is immense as businesses increasingly prioritize digital transformation and seek to optimize their IT infrastructure. With a growing number of nationwide large deployments, companies are recognizing the value of SD-WAN in simplifying IT resource management while driving cost efficiency. As organizations continue to expand their operations across multiple locations, the demand for reliable, agile, and cost-effective networking solutions will continue to rise, positioning SD-WAN as a critical enabler of India's digital economy. The widespread adoption of SD-WAN is poised to transform how Indian enterprises manage their networks, providing them with the flexibility and performance needed to thrive in a rapidly evolving digital landscape. The Company has won several nationwide large deployments of SD-WAN solutions especially in the BFSI sector.

Digital transformation has woven itself into the very fabric of enterprises, governments, and societies, with its rapid advancement across industries accelerated by the pandemic. This evolution has required us to enhance our offerings and deepen our grasp of emerging technology trends. The swift pace of technological change and the need for experts skilled in both traditional and digital technologies are pushing businesses to seek third-party partnerships for their transformation needs. In this dynamic environment, your company continues to be a crucial player, assisting clients in embracing new technologies to manage crises initially and, ultimately, to drive large-scale innovation and business growth.

Technology is increasingly an enabler in what enterprises can do to adapt and thrive in this new era. Businesses are relying on technologies to help improve their competitive advantage, drive strategy and growth. From Banking, Public Sector,

Retail and Manufacturing to Healthcare and Utilities, technology is Transforming Industries in the way they operate, and enhance their customer and employee experience. In this era of significant technological change, where virtual work arrangements have fostered greater inclusivity and flexibility, technology continues to redefine how we approach life and work. The digital transformation, accelerated by the pandemic, highlights the importance of staying abreast of emerging tech trends while enhancing our own capabilities.

Dynacons with its full services capability and industry specific contextual knowledge, has always remained relevant to clients and stayed close to them in the past technology cycles. As we navigate an unpredictable future, it is crucial to recognize the opportunities presented by this rapid digital acceleration, which can lead to differentiation and market leadership in a constantly evolving environment. Your company has successfully secured several digital transformation projects over the past year. These engagements are substantial, multi-year initiatives that, once completed, will result in resilient, future-ready digital technology infrastructures. These infrastructures not only enable leaner, more agile operations but also provide a scalable foundation for continued innovation and growth.

Infrastructure Management Services (IMS) play a critical role in ensuring the seamless operation of IT systems, which are the backbone of modern enterprises. These services encompass the management, monitoring, and optimization of an organization's entire IT infrastructure, including servers, networks, databases, and storage. In an increasingly digital world, where uptime and performance are paramount, IMS ensures that systems are running efficiently, securely, and with minimal downtime. This comprehensive approach to managing IT infrastructure helps organizations maintain operational continuity, reduce costs, and focus on their core business objectives without being bogged down by technical complexities.

In India, the demand for Infrastructure Management Services has grown exponentially, driven by the rapid adoption of digital technologies across various industries. As organizations embark on their digital transformation journeys, the complexity of managing diverse and distributed IT environments has increased. Indian companies, both large enterprises and SMEs, are increasingly relying on IMS providers to handle the intricacies of their IT operations. This trend is further fueled by the growing need for cloud adoption, cybersecurity, and the integration of emerging technologies like AI and IoT into existing infrastructures. As a result, the IMS landscape in India is becoming more dynamic, with providers offering a range of specialized services tailored to the unique needs of different sectors.

The future of Infrastructure Management Services in India holds immense potential as the country continues to position itself as a global technology hub. With the rise of smart cities, digital government initiatives, and the increasing importance of data-driven decision-making, the need for robust and scalable IT infrastructure is more critical than ever. Indian IMS providers are well-positioned to capitalize on this growth, offering innovative solutions that cater to the evolving needs of businesses. As organizations continue to prioritize agility, scalability, and security, the role of IMS will be central in enabling them to achieve these goals and drive sustained growth in an increasingly digital economy.

Your company provides Infrastructure Management Services (IMS), managing mission-critical IT environments for some of the world's largest and most innovative organizations. Our Enterprise Services cover a comprehensive suite of Infrastructure Managed Services, covering DataCenter, and Cloud Infrastructure, Network Services, Database and

Applications Services, Security Services, Digital Workplace Services Break-Fix Services, Managed Print Services, and many cross functional services like Asset Management, Service Desk, Enterprise Monitoring etc. 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.

We deliver end-to-end technology services across various industry sectors, ensuring that our clients receive tailored solutions that meet their unique needs. Our IMS offerings cater to a wide range of industries, and we are continuously advancing our capabilities in Automation and AI to elevate service delivery. This commitment to innovation is highly valued by our clients, empowering them to achieve greater efficiency. With our IT infrastructure management services, we provide the expertise, talent, and tools necessary to create, operate, and manage state-of-the-art IT infrastructure.

Our Workplace Solutions encompass the entire lifecycle of workplace technology, from sourcing and logistics to integration, user profiling, enablement, service desk support, and global field services. We also specialize in remote/ branch site optimization, hybrid messaging, enterprise mobile enablement, managed print services, virtualization,

Desktop as a Service, and operating system migration. Our holistic approach is designed to elevate user satisfaction, enhance freedom, and boost productivity while maximizing return on investment in workplace technologies. By adopting our workplace technology services, end-users can expect increased automation, improved collaboration, and a seamless work-from-home experience. We have a proven track record of partnering with large enterprises to deliver comprehensive Workplace Solutions. Our success in securing multiple contracts with leading BFSI and global enterprises underscores our capability to meet diverse workplace solution needs.

Our managed IT workplace services provide customized infrastructure and support solutions, optimizing the management of sophisticated workplace environments. These services enable more effective monitoring of IT systems, reducing incident and problem tickets. As workforces undergo continuous transformation, facing new challenges that reshape interactions and work dynamics, many organizations are turning to artificial intelligence (AI) and robotic process automation (RPA) to streamline repetitive tasks and enhance operational efficiency. By implementing these advanced technologies, businesses not only automate routine processes but also augment their workforce's capabilities.

Additionally, there is a growing emphasis on investing in employee support and development. This includes reskilling opportunities to adapt to evolving job roles and technological advancements. Our company is committed to equipping employees with the necessary skills to thrive in a rapidly changing work environment. Our Company, secured a contract of Rs. 137 Crores for providing High Performance Digital Workplace Solution as a Service including Desktops, Workstations, LED Projectors and UPS from Bharat Heavy Electricals Ltd (BHEL).

As technology rapidly evolves, enterprises are increasingly recognizing the strategic benefits of consolidating their IT vendors. Streamlining supplier relationships offers significant advantages, including improved efficiency, cost savings, and enhanced performance. By reducing the number of IT vendors, businesses can simplify procurement, negotiate better terms, and gain deeper insights into their vendor landscape. Partnering with a single strategic IT provider not only boosts accountability but also minimizes complexity and mitigates risks in major business transformations. This consolidation fosters a more standardized and integrated IT environment, which strengthens cybersecurity and compliance efforts. As the business landscape continues to shift, consolidating IT vendors is becoming a crucial strategy for enterprises aiming to remain agile and competitive.

Dynacons is working on improving its own sustainability and also helping clients with their sustainability strategies and improve outcomes. Our technology lifecycle management solution help simplified IT asset management into three steps: acquire, manage, and refresh. This allowed the client to:

Access essential IT infrastructure.

Utilize our IT asset management platform to monitor device health and performance.

Initiate a secure refurbishment and resale process for aged devices.

We help customers embed circularity in their products and services, by helping design agile, resilient, and sustainable supply chains and promoting reuse, recapture, and recycling. By opting for refurbishment and resale rather than landfill disposal, we created a "circular model" that helped our client achieve both security and sustainability goals.

Dynacons' integration of sustainability into IT lifecycle management effectively addressed the client's operational challenges while upholding environmental responsibility. Through our holistic approach, we strive to create a full-circle service that optimizes operations, minimizes environmental impact, and fosters a more sustainable future for all.

Our business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation and a proven track record in brand value. Customer-centricity is at the core of our business model, organization structure and investment decisions. The philosophy has been to delight them by delivering superior outcomes, and build strong, enduring relationships. We positioned ourselves as trusted technology advisors, facilitating the adoption of cutting-edge solutions, including cloud computing, digital transformation, IoT, networking, and IT security.

We launched several initiatives this year to inculcate a strong culture among our employees and build deeper skills in market relevant technologies like Cloud, AI, Cyber Security and more. The customer-centricity, focus on their transformation, rigor in operations and commitment to delivery excellence have resulted in sustained high customer satisfaction levels The company leverages all these capabilities and its profound contextual knowledge of its customers' businesses to create bespoke, high quality, high impact solutions designed to deliver differentiated business outcomes.

Our outperformance may be attributed to market share gains resulting from the Company's strategy on customer centricity, its agile organization structure, and a very stable leadership team; its investments in talent, technology leadership, brand building, and in building newer capabilities that have helped expand wallet share with clients; and better execution resulting in greater customer satisfaction. Our Consistent growth is testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape to stay relevant to our customers while remaining focused on creating value for all our stakeholders.

We are continuing to build deeper relationships with our clients and growing the trust they have in us. As a consequence of our deep capabilities and the trust of our clients in us, we have emerged amongst the fastest growing companies in the industry. This is seen in the number of awards that your company has consistently received for its sustained growth.

Your Company had been accorded the prestigious recognition as the Best Partner Award for Government Business for the Year 2023, from Apple India. This award, recognizes Dynacons as a standout partner in leveraging Apple technology to drive positive outcomes in the public sector. This achievement underscores Dynacons dedication to providing cutting-edge solutions that empower government entities to enhance efficiency, productivity, and citizen services and is a testimony to Dynacons performance demonstrated educating & implementing the agile technology solutions in Government segment successfully.

Your Company had been awarded the ‘Banking Deal of the Year' award from Versa Networks, a US based, multinational company and the recognized leader of single-vendor Unified Secure Access Service Edge (SASE).This award recognizes the outstanding performance of Dynacons for the Software Defined Wide Area Network (SD-WAN) Deployment order from a leading public sector bank in the India ("the bank").

Your Company has been recognized as a part of "Leading Mid-Corporates of India 2023" by Dun & Bradstreet for the third second consecutive year. This is an initiative by Dun & Bradstreet for recognizing and honoring the leading Mid-corporates and SMEs in India.

Dynacons has won Nutanix Performance Award for driving DX platform for the Year 2023, from a Global Leader, Hewlett Packard Enterprise (HPE).

Our Chairman and Managing Director Mr. Shirish Anjaria, had been bestowed with the prestigious "Most Promising Business Leaders of Asia" award at the 8th edition of the Times Now Asian Business Leaders Conclave hosted by ET

Edge. The annual conclave is a platform that acknowledges the achievements of the forward-looking business leaders. This accolade recognizes Mr. Anjaria's exemplary leadership, innovative vision, and significant contributions to the business landscape, not only in India but across the entire Asian region. Under his stewardship, Dynacons has achieved remarkable milestones, establishing itself as a trailblazer in the technology sector.

Dynacons boasts a team of specialists with extensive experience in leveraging technology to enhance efficiency. Our company delivers dynamic technology solutions with the capability to manage the increasing complexity, costs, and risks associated with modern technology platforms. We have a well-defined and scalable organizational structure, built on a strong foundation of product, territory, and process knowledge, guided by an experienced and stable management team, and supported by robust relationships with banks and investors. Our industry expertise, comprehensive end-to-end service capabilities, digital prowess, and proven track record position us to drive sustainable and profitable growth.

We are confident in our strong positioning against the key competitive factors in our industry. With over two decades of experience in managing the intricate systems and operations of enterprises, we are uniquely equipped to guide businesses through their digital transformations. Our extensive work across various industries, value chains, and geographies gives us deep insights into the evolving patterns impacting businesses. Leveraging this understanding, we assist our clients in identifying critical signals and planning for what's next.

Over the years, we have invested in building differentiated capabilities, such as specific industry domain expertise, advanced technology solutions, and comprehensive systems integration and infrastructure management services. Our Service Delivery Model, refined through years of experience, ensures a consistent and controlled service process. We divide projects into components that can be executed simultaneously at client sites and our offices in India, ensuring efficiency and quality. Our sales and client engagement teams have cultivated deep, enduring, and expansive relationships with customers worldwide. Every aspect of our services and operations aligns with globally respected standards and frameworks, ensuring the highest quality of service delivery.

Since our inception, Dynacons has successfully navigated multiple technology cycles, continuously transforming and adapting to build relevant new capabilities. We proactively broaden and deepen customer relationships by seeking new opportunities to add value in their businesses. Through strategic investments in building capabilities, reskilling our workforce, and launching innovative services, solutions, products, and platforms, we have fostered deep customer relationships, maintained a vibrant and engaged workforce, achieved industry-leading profitability, expanded our addressable market, and delivered long-term stakeholder value.

Quality

Your company remains steadfast in its commitment to enhancing processes to ensure top-notch delivery and utmost customer satisfaction. In today's fiercely competitive global marketplace, achieving excellence in both quality and customer contentment is crucial. This dedication to operational and delivery excellence, coupled with a focus on sustainable growth, drives your company's pursuit of business excellence. Over the past year, your company's unwavering commitment to maintaining the highest standards of quality, offering best-in-class service management, implementing robust information security measures, and cultivating mature business continuity procedures has led to significant milestones.

The company continuously strengthens its adherence to the highest levels of quality, superior customer experience, and best-in-class service management. It emphasizes robust information security and privacy practices, alongside mature business continuity management. By increasing agility in internal processes, the company enhances its competitiveness and has achieved Maturity Level 5 in the Capability Maturity Model Integration for Development. The company's emphasis on customer-centricity, operational rigor, and delivery excellence has driven steady improvements in customer satisfaction. The enterprise's ISO certification scope includes conformance to globally recognized standards: ISO 9001:2015 (Quality Management Systems), ISO 20000-1:2018 (IT Service Management), and ISO 27001:2022 (Information Security Management).

Maintaining high ethical and corporate governance standards is integral to ensuring honest and professional business practices while protecting the reputation of the company and its customers. The company is committed to sustainable growth through a philosophy of business excellence, focusing on quality in every aspect of its activities. This philosophy is embedded in the company's quality management program, which includes defined parameters for measuring and improving quality levels in deliverables. The company's customer-centric approach, focus on growth and transformation, operational rigor, and commitment to delivery excellence have all contributed to sustained high levels of customer satisfaction.

Outlook

Despite challenges, spending on IT services has been resilient so far. Cloud technologies have become the mainstay of an enterprise's agenda and key to achieving sustainable growth. As a unifying digital hub that brings multiple other technologies to life, cloud has accelerated digital and business transformation over the last fiscal. Global IT Spending is expected to increase in 2024, with enterprises emphasizing on organizational efficiency and optimization. Fueled by cloud, this combination of AI capabilities is creating new possibilities and new opportunities. Firms will continue to invest heavily in technology to enhance efficiency, security, and customer experience. Rise in spend is expected in cloud computing, ecosystem play and GenAI leading to better resilience and new customer value creation. Cybersecurity will remain a top priority, driving demand for advanced threat detection and prevention solutions.

Across industries globally, there are multiple mega trends that are shaping priorities of businesses: AI, New Energy,

Supply Chain and Talent. These transitions will require substantial investment in technology across industry sectors. Your company is making significant investments and building capabilities to partner with customers during this phase of rapid technological shifts.

Today's AI offers far more than mere cost savings or incremental improvements in productivity and quality. When integrated with human creativity and strategic thinking, AI empowers companies to continuously enhance customer value chains by delivering differentiated, high-quality outputs designed for exceptional results. The recent revolution in Generative AI

(GenAI) has swept across the globe, profoundly impacting the business landscape.

GenAI technologies are poised to transform nearly every sector and nation in the coming years. Enterprises have already invested heavily in cloud infrastructure, data management, and large-scale processing power, laying the groundwork for AI and GenAI adoption. These technologies will not only boost productivity but also drive innovations and impacts that were previously unimaginable. In particular, AI and GenAI deployment will be instrumental for financial institutions, enabling them to drive efficiency, target new customers, and deliver highly personalized services. The rapid rise of GenAI has captivated customers' attention, promising a dramatic increase in productivity and accelerating the development of new products and services. Although still in its early stages, GenAI is expected to revolutionize every industry it touches.

The adoption of AI presents a significant opportunity to enhance service offerings and drive business growth. AI can optimize infrastructure management by automating routine tasks, predicting and preventing system failures, and improving resource allocation. Additionally, AI-driven analytics can provide deeper insights into system performance, enabling vendors to offer more proactive and personalized solutions to their clients. As businesses increasingly rely on AI to innovate and stay competitive, they will need a refresh of their IT infrastructure that leverage AI and we will be well-positioned to meet the evolving demands of their customers, ultimately leading to stronger client relationships and increased market share.

The Company's growth outlook for this year is supported by several crucial demand factors. These include the modernization of IT infrastructure, enabling cloud adoption and migration, driving digital transformation efforts, upgrading data centers, advancing digital workplaces, enhancing cybersecurity, and incorporating artificial intelligence. Additionally, growth is expected to be further accelerated by traditional outsourcing, vendor consolidation, multi-service agreements, and the AI/ML-driven transformation of IT processes.

All the above factors provide growth visibility over the medium to long term. The primary emphasis is on keeping up with technological advancements, consistently investing in developing expertise in emerging technologies, and innovatively leveraging these technologies in tailored solutions for our clients. By remaining committed to its mission and values, and by continuously enhancing its capabilities, your company is well-positioned to become the preferred partner for enterprises in their growth and transformation journeys.

Looking forward, we see greater opportunities ahead, as businesses become more technology-intensive and depend on technology to drive competitive differentiation and transform their industries. Our integrated business model which drives value creation for all our stakeholders, will continue to help us benefit from each new wave of technology change, and be a force multiplier for our growth and leadership in years to come. We thank you for your continued support in our journey ahead.

We are actively engaging with this growing opportunity, integrating more deeply into our customers' business ecosystems, and establishing ourselves as an industry mainstay. This involvement is enhancing our visibility, predictability, and business sustainability, which, in turn, generates increasing value for our stakeholders over the long term. Our optimism underscores our belief in our boundless potential to shape better futures. These efforts are contributing to the company's overall growth and creating substantial value for its stakeholders.

The Indian IT sector is witnessing a surge in the adoption of productivity software, cybersecurity solutions, and other advancements. Over time, the industry has cultivated a robust local market for product-based businesses, fueled by improvements in talent and support systems, advancements in software technology, evolving delivery models, and shifts in the Indian economy. Despite macroeconomic uncertainties impacting decision-making and prompting cost-reduction initiatives, we have leveraged our comprehensive service capabilities and deep client relationships to provide IT solutions that enhance efficiency and bolster enterprise agility and resilience. This approach has resulted in a strong deal flow, providing visibility for medium-term growth. Key drivers of demand for our services include technology transformation, IT infrastructure modernization, cloud enablement, data estate modernization, and increased adoption of SaaS and cybersecurity solutions.

As businesses transition towards software-defined and technology-centric models, their technology investments are increasingly aligned with achieving tangible business outcomes. Government and BFSI sectors are expected to lead this trend, serving as focal points for our company's initiatives. Our clients face the challenge of rapidly evolving their core offerings and systems to remain competitive in a digital-first world. We support them by offering guidance on leveraging new technologies and methodologies while understanding their existing technology landscapes and business processes.

This year, we have focused on harnessing AI, automation, IoT platforms, and robotics to redefine IT landscapes and enterprise models. The rise in remote work has also driven demand for enhanced IT infrastructure and collaboration solutions. Through proactive and agile strategies, we have strengthened our client relationships, helping them adapt to new business models and offerings. By continually investing in new capabilities and adhering to our mission and values, our company is well-positioned to be the preferred partner for enterprises seeking growth and transformation.

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.

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.

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.

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.

It is very important to effectively manage and mitigate risks to protect the company's business, its clients, to add value for all its stakeholders, and ensuring that the company's reputation is intact. Fostering a risk aware culture and empowering leaders to take intelligent risks to maximize value are crucial. By proactively managing and mitigating these risks, the company's aim is to ensure the long-term sustainability and success of the company. Operating within this uncertain and constantly evolving environment introduces significant complexities to our operations. However, our risk management strategies play a crucial role in ensuring that our objectives are met. We assess and manage risks at various levels, employing both a top-down and bottom-up approach encompassing the enterprise, business units, functions, customer relationships, and projects. Our company has developed expertise in a wide range of technologies, platforms, and operational environments, offering clients a diverse array of options to meet their business needs. Our strategic approach is not dependent on any single technology or platform.

Economic fluctuations, including recessions or slowdowns, can lead to reduced IT spending by businesses. This can affect revenue streams, especially if clients cut back on technology investments. Diversifying the client base and service offerings can help cushion the impact of economic downturns. Additionally, developing flexible business models that can adapt to changing economic conditions is crucial.

Throughout the year, numerous macroeconomic and geopolitical factors had a significant impact. The Russia-Ukraine conflict, shortages, escalating inflation, supply chain disruptions, and energy crises all contributed to heightened uncertainty in the economic landscape. This macroeconomic volatility can influence the demand for our company's services. As a result, we closely monitor this unpredictable and ever-changing business environment and have undertaken initiatives to mitigate risks and capitalize on potential opportunities.

Our primary focus is on implementing a robust training strategy to address the developmental needs of employees across all leadership levels. This encompasses professional, functional, technical, and leadership development learning solutions. Talent availability and the preparedness of our leadership to lead and execute the organizational strategy are critical areas of emphasis. The presence and demonstration of the required competencies and skills at all levels remain pivotal in defining the organization's path to success. We recognize that it is the capable and skilled individuals who breathe life into the business strategy, a reality that our company holds in high regard.

It's important to note that the company's objectives and expectations may be forward-looking within the context of applicable laws and regulations. We face a variety of risks, including credit risk, economic risk, interest rate risk, liquidity risk, and cash management risk, among others. To address these risks, we have established an Enterprise Risk Management Framework that encompasses risk identification, risk assessment, and risk mitigation planning.

In addition, the company operates in a constantly evolving and dynamic technology landscape. Therefore, it is imperative for us to continually review and upgrade our technology, resources, and processes to prevent technology obsolescence. Rapidly advancing technologies are reshaping consumption patterns and giving rise to new classes of buyers and business models, leading to increased demands on our agility to meet changing customer expectations. The spending on technology products and services by our clients and potential clients is subject to fluctuations influenced by various factors, including economic and regulatory conditions in their respective markets.

The Company's strategy is diversified and not reliant on any single technology or platform. Operating in a constantly evolving and dynamic tech landscape, it is crucial for the Company to continuously review and upgrade its technology, resources, and processes to avoid obsolescence. The rapid evolution of technologies is altering consumption patterns, creating new buyer segments within enterprises, and leading to novel business models and competitors. This dynamic environment places increased demands on the Company's ability to adapt to shifting customer expectations. Additionally, client spending on technology products and services can vary based on factors such as economic conditions and regulatory changes in their respective markets.

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, 2024. 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, 2024, the Company's internal financial controls were adequate and operating effectively.

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 2023-24 as compared to previous year 2022-23 because of net profit earned of 5,396.03 Lakhs in 2023-24 as against net profit earned of 3,338 Lakhs in year 2022-23.

3. Dividend

For FY2024, based on the Company's performance, the Directors had declared interim dividend of 5% of the Face Value of the share i.e. 0.50 per equity share amounting to 63,46,540 (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 2023-2024 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, 2023.

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. 0.50 per equity share amounting to 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.

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://dynacons.com/wp-content/uploads/2020/08/ Dividend-Distribution-Policy-DSSL-Final.pdf

4. Transfer to Reserves

The Company has not transferred any amount to reserves.

5. 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, 2024.

6. 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.

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.

The Board in their meeting held on March 29, 2024, had allotted 20,050 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 April 12, 2024.

7. 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.

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

The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd. as on March 31, 2024. 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-IV

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.dynacons.com

9. 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. Dharmesh Anjaria, Whole-Time Director, retires by rotation and being eligible, has offered himself for re-appointment.

The Board recommends the resolutions for your approval for the above appointment.

The Board of Directors 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, subject to approval of members at the ensuing 29^th AGM.

All the above appointments/re-appointments by the Board of Directors are based on the recommendation of the Nomination and Remuneration Committee. The resolutions for aforementioned appointment/re-appointments together with requisite disclosures are set out in the Notice of the ensuing 29^th AGM. The Board recommends all the resolutions for your approval.

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 2023-2024.

Details/Disclosures of ratio of remuneration to each Director to median employees 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- III

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.

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.

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.

The Board had re-appointed Mr. Satya Pattnaik as the Internal auditor of the Company for a period of two years from Financial Year 2022-23 to 2023-24. Further, in the Board Meeting held on May 30, 2024, the Company had re-appointed Mr. Satya Pattnaik as the Internal Auditor for a period of two years from Financial Year 2024-25 to 2025-26.

The Company has maintained cost records for the Financial Year 2023-24 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.

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor 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.

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,

2024 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.

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. dynacons.com.

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.

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.

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 III below.

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

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, 2024 were 1071.

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. 2023-2024. 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. 2023-2024 in Form MR-3 is annexed to this report as Annexure-I.

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2024 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

The paid-up Equity Share Capital of the Company as on March 31, 2023, was 12,69,30,800 divided into 1,26,93,080 Equity shares of 10 each which has increased to 12,71,31,300 divided into 1,27,13,130 Equity shares of 10 each as on March 31, 2024, since the Company had allotted 20,050 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") on March 29,

2024.

The Company, at the 25th Annual General Meeting held on 30th 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 10th 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.

With this allotment, the paid-up capital of the Company had increased to 12,71,31,300/- divided into 1,27,13,130 equity shares of face value of 10/- each.

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, 2024, 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.

Your Directors have pleasure to inform that Acuite had carried out a credit rating assessment of the Company both for 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. Acuite has assigned BBB+ rating to your Company for long term working capital facilities for a total amount of 35.00 Crores. Acuite has also assigned Acuite A2 rating for the short-term bank facilities of the Company up to 30 Crores.

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

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:

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, 2024 is as under:

Conservation of Energy: The Company's operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Earnings : 1,319.75 Lakhs (previous year 1910.49 Lakhs) Foreign Exchange Outgo : 733.22 Lakhs (previous year 1027.54 Lakhs)

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.

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

The Board has received the declaration from all the Independent Directors 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.

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.

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.

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

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:// dynacons.com/wp-content/uploads/2020/08/Vigil-mechanism-policy-DSSL-Final.pdf

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.

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 is uploaded on the Company's website at www.dynacons.com. The CSR Report for the Financial Year 2023-24 is annexed to this report as Annexure-V.

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://dynacons.com/investors/others/annual-return/

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements.

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 II.

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/

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.

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, 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.

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.