Your Directors are pleased to present the Twenty Sixth Annual Report on the business and operations of the Company for the year ended March 31, 2021.

1. Financial Highlights

(` in Lakhs)

Company performance:

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges businesses & business models have transformed to create a new work order. On the business front, your company weathered the pandemic very well. It adapted quickly and embraced a new operating model that prioritized the health and wellbeing of its employees, while enabling it to continue supporting its customers not just in their mission-critical operations but also in their growth and transformation journeys.

In this current business environment, the Company delivered exceptional results. Dynacons has historically grown much faster than the market. This was largely an outcome of greater demand for our services and solutions during the year, driven by expanding participation in our customers’ growth and transformation initiatives. After the initial impact from lockdown-related disruptions, we have swiftly returned to a sharp growth trajectory over the next nine months ending the year with a growth of 33% over the last year.

As we look back at scal 2021, our strategic direction has yielded strong results. Our Standalone revenues of Rs. 43,781 Lakhs as compared with Rs. 33,058 Lakhs during the previous year. The profit before tax stood at Rs. 1,209 Lakhs as compared to Rs. 806 Lakhs in the previous year. The Company has made a provision of tax totaling to Rs. 287 Lakhs and the profit after tax stood at Rs. 922 Lakhs for the current year, an increase of 51% over the previous year. On a consolidated basis, the revenue from operations for FY 2021 at Rs. 43,725 Lakhs was higher by 32% over the previous year (Rs. 33,058 Lakhs in FY20). The profit before tax stood at Rs. 1,1458 Lakhs as compared to Rs. 757 Lakhs in the previous year. The Company has made a provision of tax totaling to Rs. 292 Lakhs and the profit after tax stood at Rs. 854 Lakhs for the current year, an increase of 49% over the previous year.

Our business performance in the year gone by is also a reflection of that innate resilience and adaptability. In the early months of the pandemic, when the worldwide lockdown disrupted economic activity across virtually all sectors, your company responded with speed and agility. One reason for the out performance is market share gains on account of superior capabilities, and higher customer satisfaction. The second reason has been greater participation in our customers’ growth and transformation initiatives, which represent the expanding part of their technology spending. Our responsiveness, agility and adaptability to change have been the key to our success.

Industry Overview

The year 2021 will be the year of transition. Barring any unexpected catastrophes, individuals, businesses, and society can start to look forward to shaping their futures rather than just grinding through the present. The next normal is going to be different. Today the world is simultaneously seeing three major transitions the pandemic-induced model for hybrid work which requires new ways to collaborate, orchestrate and deliver, the technology transformation driven by cloud, and the digital acceleration of business models that are changing the way we live and work.

COVID-19 pandemic has come as a "time machine to the future. In many ways, the last year saw faster adoption of technology by enterprises and consumers than at any other time. Global impact of the Covid 19 pandemic has lead to two major resets - an acceleration in the pace of digital transformation and a novel, hybrid work model that has rede ned the dimensions of an already evolving workplace and work culture.

India’s technology Industry is expected to record a positive growth in FY 2021. India’s IT sector market is projected to reach US$ 100 billion by 2025. While the spending showed a decline on a full year basis, technology was center-stage in enterprises’ response to the pandemic-related lockdowns and thereafter. After the initial contraction due to dislocations, the need for business continuity, operational resilience and the switch to digital transactions drove strong demand for IT services over the rest of the year.

Business Overview

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; HyperConverged 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, Break x 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 company leverages all these and its deep contextual knowledge of its customers’ businesses to craft unique, high quality, high impact solutions designed to deliver differentiated business outcomes.

Our rich portfolio of service offerings span across the IT infrastructure lifecycle of Plan-Build-Run-Monitor. The name of our company de nes everything we do at Dynacons; it’s about being dynamic. Our growth trajectory which is driven by our 3C approach Concept, Capability & Culture is dynamic at its very core. Ever evolving and value-creating concept, expanding capabilities and constant improvisation for a healthy company culture are the cornerstones of everything we do at Dynacons. We continually look for new areas in the customer’s business where we can add value, proactively invest in building innovative capabilities, and launch new offerings to participate in those opportunities. The objective is to boost the top line, embrace new technology- enabled business models, create new revenue streams, address new customer segments, and deepen existing customer relationships.

Software and computing technology are transforming businesses in every industry around the world in a profound and fundamental way. Companies are rapidly adopting digital technologies to reimagine their cost structures, increase business resilience and agility, personalize experiences for their customers and employees, and launch new and disruptive products and services. While these trends have been unfolding for a few years now, they have been accelerated because of the COVID-19 pandemic and resulting shifts. The fast pace of technology change and the need for technology professionals who are highly skilled in both traditional and digital technology areas are driving businesses to rely on third parties to realize their business transformation. Our clients have been expanding their work with us, especially in the areas of digital and cloud. The capabilities that we have built over the past several years are what large enterprises are looking for. Our market-leading capabilities in the technology space are enabling us to be a critical partner for our clients.

Our strategic objective is to build a sustainable and resilient organization that remains relevant to the agenda of our clients, while creating growth opportunities for our employees, generating pro table returns for our investors and contributing to the communities that we operate in. Enterprise Customers embarked on significant operating model transformations as they sought out strategic partners with strong capabilities and shared values.

Dynacons helps build impactful, customized technology and business solutions that address the customer’s business problems. Further, its ability to stitch together complex, holistic solutions that address the needs of all stakeholders in the enterprise, along with the high levels of trust engendered in customer relationships, helps it win large deals. These deals bring in high quality revenues, powering growth and margins. These solutions create immense value for its customers by helping them embrace new business models, pursue new revenue streams, deliver superior customer experiences or build resilience and efficiency into their operations, and gain competitive differentiation.

The company’s strong service orientation, willingness to invest in the relationship, commitment to deliver impactful outcomes and track record of execution excellence have resulted in consistently high customer satisfaction levels and long, enduring customer relationships. The relationship translates into a very high level of repeat business that lends greater visibility and predictability to the business model.

We are constantly investing in building newer capabilities and expanding our offerings. By cross-selling and up- selling these new offerings, customer engagements continually expand over the years, covering newer and newer areas of the enterprise’s operations. 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 heart of our strategy, organization structure and investment decisions. The company invests in broadening and deepening customer relationships by continually looking for new areas in their value chain where the company can add value, proactively investing in building newer capabilities, reskilling its workforce and launching newer services, solutions, products and platforms.

Enterprises are working to improve their agility and flexibility, increase automation, and move to more realtime operations. Accelerating digital transformation efforts will likely take a rededication to improving cloud infrastructure, data and analytics capabilities, and cybersecurity. It will also likely require a renewed focus on business model transformation and ecosystem development.

Rising competitive pressures are placing a premium on speed, agility, and flexibility, with an emphasis on boosting automation, enabling real-time operations, and reimagining business models. This can be accomplished through digital transformation, which begins with a move to the cloud while also embracing critical capabilities in the areas of data and analytics, arti cial intelligence, and edge computing.

Digital transformation and the cloud are synergistic. The cloud enables digital transformation, and digital transformation fuels the importance of moving to the cloud. The impetus to move to the cloud is the promise of enhanced flexibility, process optimization, and cost reduction. As a result, cloud investments are expected to double as a percentage of IT budgets over the next three years as industries seek platforms for advanced innovation, including analytics, cloud, and blockchain. We are Helping clients leverage the full breadth of cloud offerings, with success tied to specific customer outcomes.

The future of enterprise cloud strategy will be shaped by three key factors business agility, scaled innovation and security of the ecosystem. That’s why we seek to deliver for organizations the cloud’s full value potential by driving these three factors through their end-to-end cloud transformation. We enable businesses to redesign the enterprise from the core, and also build new cloud- first capabilities. Hyperscaler cloud has rami cations that go beyond the current year, extending to the medium and the longer term as well. This is a decadal technology shift that goes far beyond just the server and storage aspects of the IT infrastructure and represents a crystallization of technology choices at a much broader level.

Your Company has won one of the prestigious contract worth Rs. 24.51 Crore for Supply, Installation and Maintenance of Hyper- Converged Infrastructure and Implementation of Private Cloud from one of the largest Government owned bank, Union Bank of India. The scope of Contract includes Design and Deployment of the Private Cloud Solution along with the supply, installation & con guration of Hyper Converged Infrastructure at their Datacenter at Mumbai & DR site at Bengaluru. The Private Cloud solution will deliver service models such as IaaS (Infrastructure as a Service), PaaS (Platform as a Service) and Saas (Software as a Service). The solution components broadly include Hypervisor solution with Hyper Converged nodes, TOR L3 switches, Private Cloud Suites for proposed HCI nodes, Software defined Networking & Security solution for proposed hardware, and DR Automation . Web-based dashboards with continuous realtime / near real-time status updates as well as relevant statistics form are also included in the scope.

As the digital transformation imperative increases adoption of cloud and AI solutions, it’s essential that companies take proactive steps to manage their risk. Cloud security is a major concern for enterprises, as key challenges that should be addressed as part of digital transformation. Dynacons plays an active and collaborative role in partnering with customers over the long term, leveraging its contextual knowledge, and technology expertise to help them grow, and achieve their purpose-led transformation goals. The focus is on delivering customer centric solutions while enabling hybrid work and digital transformation. The company is investing in designing and developing the right solutions required for accelerating digital transformation.

Enterprises are increasingly moving to adopt Next Generation Data Centre Services. Our data center infrastructure management solutions ensure enhanced agility, thereby facilitating the delivery of more automated and responsive business service. With strong automation and process frameworks, end users can be assured of pro cient and veri ed reference data center architecture-based solutions. We have a wide range of service offerings across data center management portfolio comprising data center operations, data center transformation, data center automation, and cloud services. We help in making the Data centers ready for Digital Transformation and supports the entire lifecycle from DC transformation to modern data centers by enabling latest technology & solutions like Software Defined Infrastructure, Hybrid Cloud architecture and Hyper Converged Infrastructure.

Our Company has also won one of the contract worth Rs.30.31 Crores for Supply, Installation, Testing and Commissioning of Software for Locomotive Asset Management (SLAM) from Centre for Railway Information Systems (CRIS). The System for Locomotive Asset Management (SLAM) project is for management of Electric Locomotive for maintenance, operation, schedules planning & their execution, monitoring. This software system also envisages development of software for interlinking sheds (including out pits), divisional/Zonal headquarter, workshops, CLW, RDSO and Railway Board (Ministry of Railways). Besides management at loco sheds, it aims to provide a portal based custom built application module for providing specified functionalities to outside users including headquarters, divisions, Divisional and Headquarters power controllers (Traction Loco Controller), Research Design and Standards Organization (RDSO), POH workshops, Chittranjan locomotive Works (CLW), and Railway Board (Ministry of Railways).

Workforces have been beset with multiple recent shifts and challenges, rede ning how people interact and how work gets done. In the name of improving efficiency, more and more companies are also harnessing AI technologies and RPA, both to streamline tasks and augment capabilities. There is an increased focus on creating more support and development opportunities for employees, including reskilling key portions of their workforces. With so many employees working from home due to the pandemic, the challenges of data security and privacy have become even more pronounced. Remote work also introduces challenges in terms of increased IT workloads, potential lost productivity, and a lack of camaraderie with colleagues.

Our managed IT workplace services ensure right-sized infrastructure and support. This improves the monitoring of the next generation workplace environment and reduces incident and problem tickets. Our Workplace Solutions cover the entire lifecycle including sourcing and logistics, integration, user pro ling and enablement, service desk and global eld support, remote/branch site optimization, hybrid messaging, enterprise mobile enablement, managed print services, virtualization and desktop as a service and operating system migration. Our solutions comprising workplace technologies aim at enhancing user satisfaction, freedom, and productivity while optimizing the ROI in workplace technologies. End users can consequently look forward to increased automation and collaboration by adopting workplace technology services.

We have actively worked with and helped many large Enterprises with a complete bouquet of Workplace solutions to help them have a smooth work from home experience. The Company has won several contracts with large BFSI and Global enterprises such as Life Insurance Corporation, Facebook, Standard and Poor, Uber, Coinbase etc for their workplace requirements.

Given the current business environment, IT infrastructure services have now grown in importance. They are now expected to help businesses become agile, secure, service-oriented, and capable of delivering uni ed experiences to end customers. Technology today is very different from what it used to be a few years ago. Digitisation today has made consumers more powerful and transformed the expectations of enterprises from IT. Dynacons offers Infrastructure Management Services (IMS), managing the mission- critical IT environments for some of the largest and most forward-looking organizations Dynacons' Enterprise Services offerings include a wide spectrum of Enterprise IT and O ce Automation Services including Infrastructure Managed Services, Break x 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.

Our IT infrastructure management services offer the experience, talent, and tools required to help you create, run, and manage next-generation IT infrastructure. Our IT infrastructure management services have impressive credentials. We have not only executed complex IT transformation projects and have also helped run efficient IT infrastructure services for enterprise customers. We have also have a proven track record of successful, high-complexity delivery, customer satisfaction, and innovative IT solutions. Dynacons’ IMS offerings caters to enterprises spread across a broad spectrum of industries. We are building capabilities in Automation and AI which will help us improve our service delivery a strength our client’s value and leverage to make them more efficient.

Customer Engagement and Value Creation

We use our domain expertise to build impactful, customized technology and business solutions that address the customer’s business problems. These solutions create immense value for our customers by helping them embrace new business models, pursue new revenue streams, deliver superior customer experiences, or build resilience and efficiency into their operations, and gain competitive differentiation. The Company’s strong service orientation, willingness to invest in the relationship, commitment to deliver impactful outcomes and record of accomplishment of execution excellence have resulted in consistently high customer satisfaction levels and long, enduring customer relationships. The resultant expansion in relationship capital translates into an extremely high level of repeat business that lends greater visibility and predictability to the business model.

Your company has been guided by a set of strong beliefs, right from the time it was founded. Belief in our core values, belief in putting the customer above all, belief in investing in people and empowering them, belief in constantly trying out new ideas and models, and belief in doing right by all the stakeholder communities we work with. Our vision is to build a globally respected organization delivering the best-ofbreed business solutions, leveraging technology, delivered by the best-in-class people. We are guided by our value system which motivates our attitudes and actions.

Awards, Certifications and Recognitions

In Fiscal 2021 we won multiple awards and recognitions.

Dynacons’ has been ranked 59th in Economic Times India’s Growth Champions 2021 list of the fastest growing companies among all Industries in India. The Economic Times India’s Growth Champions 2021 list is an initiative that aims to highlight true accelerators of the Indian economy. India’s Growth Champions reflects Company’s mercurial growth and rising stature, which will act as a multiplier effect to further speed up growth. Given the current slowdown of global economies, a place in this ranking represents a high-pro le acknowledgement of a Company’s performance that extends far beyond its specific industry. The Company has delivered a solid performance in the past few years with revenues in line with expectations. Its outstanding achievements have contributed to India’s growth wave, making it one of the changemakers of the nation. This one-of-a-kind ranking underlines the gold standard for growth and excellence.

Strengths

In our history spanning three decades, many moments have become the de ning moments of our Company. We continually look for new areas in the customer’s business where we can add value, proactively invest in building newer capabilities, and launch new offerings to participate in those opportunities. Our goal is to support our clients with the systems, tools and the skills required to excel their equities. The objective is to boost the top line, embrace new technology-enabled business models, create new revenue streams, address new customer segments or deepen existing customer relationships.

The most recent pivotal moment came when the pandemic hit India enforced one of the largest lockdowns globally, keeping 1.3 billion people indoors. The city of Mumbai, which is also the headquarters of our Company, was severely hit. During these crucial times, Dynacons continued to partner with Mumbai Municipal Corporation. We helped them set up their critical infra for Covid monitoring, including Installing VCs at various locations, setting up COVID command centre infra, and providing onsite support. It was our Proudest moment our little contribution to the big cause.

We have built specific industry domain and technology expertise. These give us the ability to articulate and demonstrate long-term value to our clients around the world, with whom we have deep, enduring and expansive relationships. We have nurtured premier ecosystem alliances with technology majors and global companies to be able to offer holistic solutions to our clients.

We typically compete with other large, technology service providers in response to requests for proposals. Clients often cite our industry expertise, comprehensive end-to-end service capability and solutions, ability to scale, superior quality and project execution, established delivery model, experienced management team, talented professionals and track record as reasons for awarding us contracts.

Your Company provides dynamic technology solutions and has the capability to address the increased complexity, cost and risk associated with these technology platforms. Your Company has a well-de ned and scalable organizational structure based on product, territory and process knowledge, experienced and stable management team, strong relationships with banks, and investors. This helps Dynacons achieve its business goals. Dynacons has a team of specialists with experience in leveraging technology to help improve efficiency.

The Company has built specific industry domain and technology expertise. These give us the ability to articulate and demonstrate long-term value to our clients around the world, with whom we have deep, enduring and expansive relationships. We offer end-to-end service offering capabilities in consulting, software application development, integration, maintenance, validation, enterprise system implementation, infrastructure management and business process management.We have perfected sophisticated service delivery and quality control processes, standards and frameworks, that have resulted in a track record of performance excellence and client satisfaction. We have the ability to attract and retain high-quality management, technology professionals, and sales personnel.

Over the years, we have invested in building differentiated capabilities such as Speci c industry domain and technology expertise, and end-to-end service offering capabilities in systems integration, and infrastructure management. Our work across industries, value chains, and geographies, gives us keen insights into the pattern of changes impacting the fundamental wiring across a diverse set of businesses, and we believe with this understanding, we can help our clients pick up the right signals and work out what's next. Our Service Delivery Model divides projects into components that can be executed simultaneously at client sites and at our o ces in India. Our processes are based on the IT Infrastructure Library (ITILR) service management framework with a focus on continuous service improvement and customer satisfaction.

Your Company has developed and re ned its Service Delivery Model to ensure a consistent and controlled service process. We have taken several steps to build a sophisticated service delivery model and quality control processes, standards and frameworks. Our Sales and client engagement teams have ensured deep, enduring and expansive relationships with our customers around the world. All of our services and operations are fully aligned with the world’s most respected standards and frameworks.

We have been leveraging this contextual knowledge, products and solutions and partnerships and alliances with leading technology providers, to craft unique solutions that transform our customers’ businesses, and give them a competitive edge in the market. This has increased demand for the entire gamut of services, solutions, products and platforms offered by us, resulting in a stronger order book, more robust revenue growth and improved market share.

Quality

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management by successfully completing annual re-certi cation/surveillance audits for various industry standards and models.

The Company has been appraised at Maturity Level 3 of the Capability Maturity Model Integration for Development. The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. The Company has also driven agility in its internal processes that enhance competitiveness. The customer centricity, rigor in operations and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

A strong emphasis is based on quality in every aspect of the Company’s activities. In line with this philosophy we have designed our quality management program and have defined several key parameters for measurement of quality levels to ensure improvement in the quality of the deliverables. We continue to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and business continuity management. Recognizing that workforce competency is a powerful growth engine, competency mapping and development was completed for the workforce with appropriate interventions through a learning and development plan.

Your Company continues to strive towards process improvement for ensuring high quality delivery and high levels of customer satisfaction. Customer satisfaction and excellence in quality are key elements for succeeding in the competitive global market. Your Company has an enduring focus on operational and delivery excellence and towards sustainable growth on the path of business Excellence. Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

Outlook

We are entering FY 2022 with strong growth momentum and with much better visibility for future growth than we did last year, powered by a strong order book built up throughout the year and a robust deal pipeline.

The key priorities for the technology sector inclded the importance of upgrading supply chains for greater transparency and resiliency; accelerating digital transformation, especially with cloud, everything-as-aservice (XaaS), and edge intelligence; and considering strategic acquisitions to bolster tech and talent capabilities. It is imperative that technology companies attract and develop talent with skills in critical areas, such as AI, robotic process automation (RPA), and cybersecurity. This includes the need for people who can weave these technologies into specific business objectives.

Demand for cloud-driven as-a-service offerings is growing rapidly, as well: One recent forecast estimates that global as-a-service revenue grow rapidly over the next few years, with further growth powered by emerging business models such as content-as-a-service, arti cial intelligence-as-a-service, and Internet of Things-as-a-service

Your company is very well positioned to benefit from this multi-year technology upgradation cycle, and help customers translate their transformative visions into reality. Looking ahead, your company sees immense opportunities for growth, riding the new technology cycle that has kicked o , powered by the belief that its differentiated capabilities and collaborative, solution-centric approach makes it the preferred transformation partner of its customers. Our belief conveys our optimistic outlook and reflects our limitless potential to create better futures.

Opportunities:

In the post- pandemic world, technology will play an ever larger role in helping enterprises adapt to the new normal and differentiate themselves. Your company is well poised to take the lead in partnering customers to recover and rebound on to their growth and transformation journeys. Since every business is becoming software defined and technology led business models are emerging in every vertical, the technology investment is more than ever business outcome aligned and would be sustained through economic cycles.

With the explosion of Internet of Things (IoT) devices, combined with the increased portability of computing power and AI-driven tools, the time is right for edge computing to experience significant growth. As a result, IDC predicts that in three years, 45 percent of IoT-generated data will be stored, processed, analyzed, and acted upon close to or at the edge of networks. This will largely be driven by IoT applications across industries like manufacturing, retail, healthcare, energy, financial services, logistics, and agriculture.

We continued our efforts this year on harnessing the power of arti cial intelligence (AI) and automation, IoT platforms, and robotics. These technologies will rede ne the IT landscape and the business models of enterprises in the times to come. This will create a lot of value for customers and drive revenues. The Work from home requirement will need Enterprise to scale up their investment in their IT Infrastructure, collaboration solutions and workplace services. Government and the BFSI sectors are expected to lead the way and be huge buyers and these are the focus sectors for your Company.

The journey to the digital future requires not just an understanding of new technologies and new ways of working, but a deep appreciation of existing technology landscapes, business processes and practices. Our strategy is to be a navigator for our clients as they ideate, plan and execute on their journey to a digital future. By staying true to its mission and its values, and by continually investing in building newer capabilities, your Company is positioned well to become the partner of choice to enterprises in their growth and transformation journeys.

The pandemic may have wiped our strategy slate clean. Still, it has also helped us learn invaluable lessons and use those lessons to recon gure our business and operating models for a new reality. The most significant learning has been to be proactive, to be agile and to be exible. We are staying close to customers during these di cult times, helping them develop and implement strategies that enhance their organizational resilience and adaptability, pivot into new business models, or launch new offerings and thrive.

Threats:

In the IT industry, the ability to execute projects, build and maintain client partnerships and to achieve forecasted operating and financial results are significantly in uenced by the organization’s success in hiring, training and retaining highly skilled IT professionals. The competition from large international and Indian IT companies is increasing in the domestic market space. Competition is the main threat to most tech out ts, considering the relentless product cycles, the typically rapid move towards commoditization in the sector and also changes in technology and markets, changes in government policy or regulations/legislation etc. also brings challenges and treats to the smooth functioning of the Company.

The COVID-19 pandemic is a global humanitarian and health crisis. Consequently, market demand and supply chains have been affected, significantly increasing the risk of a global economic recession. The pandemic has impacted, and may further impact, all of our stakeholders employees, clients, investors and communities we operate in.

Risks and Concerns

The COVID-19 pandemic continues to challenge businesses in every possible way and has ampli ed existing risks. Operating in an uncertain and ever-changing environment, our operations bring in considerable complexities however our risk management strategies aid in ensuring the objectives are achieved. Risks are assessed and managed at various levels with a top-down and bottom-up approach covering the enterprise, the business units, the functions, the customer relationships and projects.

The Company is exposed to variety of risks such as credit risk, economy risk, interest rate risk, liquidity risk and cash management risk, among others. The Company has Enterprise Risk Management Framework, which involves risk identi cation, risk assessment and risk mitigation planning for the Company. Company's objectives and expectations may be forward looking within the meaning of applicable laws and regulations. Technology investments by corporates have shown strong correlations with GDP growth. Uncertainties in economic outlook in these markets can impact technology spend, and thereby constrain the Company's growth potential.

The Company strategy is not dependent on any single technology or platform. Your Company has developed competencies in various technologies, platforms and operating environments and offers a wide range of technology options to clients to choose from, for their business needs.

Your Company operates in an ever evolving and dynamic technology environment. Therefore, it becomes important for the Company to continuously review and upgrade its technology, resources and processes to mitigate technology obsolescence. Rapidly evolving technologies are changing technology consumption patterns, creating new classes of buyers within the enterprise, giving rise to entirely new business models and therefore new kinds of competitors. This is resulting in increased demands on the Company's agility to keep pace with the changing customer expectations. Spending on technology products and services by our clients and prospective clients is subject to fluctuations depending on many factors, including both the economic and regulatory environment in the markets in which they operate.

One of the key areas of focus is talent availability and readiness of our leadership to lead and execute the organizational strategy. The focus is on deploying a robust training strategy to cater to the development needs of employees across leadership levels. This includes professional, functional, technical and leadershipdevelopment learning solutions. The presence and demonstration of required competencies and skills across levels continues to play a key role in de ning the success trajectory of the organization. It’s the right and able people who bring the business strategy to life, a reality that your Company has taken note of.

Internal Financial control systems and their adequacy

The Company’s internal controls are commensurate with its size and the nature of its operations. 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. The Company’s well-de ned 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.

The Company has, in material respect, an adequate internal financial control over financial reporting and such controls are operating effectively. Your Company has a well-de ned delegation of power with authority limits for approving revenue as well as expenditure and processing payments. The Company has made the employees responsible for establishing expectations and seeking feedback at every role that is assigned. The employees have been enabled to influence their network of peers to co-own goals. This has helped enable cross functional collaboration and interlock. Understanding employee engagement and views on the employment experience periodically in our view is not reflective of the needs of the workforce today.

The Company has the robust Management Information System, which is an integral part of the control mechanism. It has continued its efforts to align all its processes and controls with best practices in the group and industry.

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.

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 Clause 18 of SEBI Regulations 2015), the Company’s audit committee has concluded that, as of March 31, 2021, 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 2020-21 as compared to previous year 2019-20 because of net profit earned of Rs. 922 Lakhs in 2020-21 as against net profit earned of Rs 612 Lakhs in year 2019-20.

3. Dividend

For FY 2021, 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. 45,86,540 to be paid out of profits of the Company for the FY 2020-2021 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-o date i.e. September 23, 2020.The interim dividend paid is considered as nal dividend for the financial year ended March 31, 2021.

For FY 2022, 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. 5,06,65,400 to be paid out of profits of the Company for the FY 2021-2022 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-o date i.e. August 23, 2021.

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.

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, 2021.

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, however during the year under review, the Company had allotted 19,20,000 warrants convertible into equity shares and 16,00,000 warrants convertible into equity shares of Rs. 28 each including a premium of Rs. 18 each to promoter, promoter group and relatives of promoters, on March 10, 2021 and March 26, 2021 respectively, which were issued on a preferential basis and approval of shareholders was taken in the Annual General Meeting of the Company held on September 30, 2020.

The Company had received In-principle approval from BSE Limited and National Stock Exchange of India Limited for allotment of 19,20,000 warrants convertible into equity shares on February 25, 2021 and December 28, 2020 respectively, and In-principle approval for allotment of 16,00,000 warrants convertible into equity shares was received on March 16, 2021 from BSE Limited and National Stock Exchange of India Limited.

The Board had converted 9,60,000 warrants into Equity shares on March 31,2021 for which the Company received listing approval from BSE Limited and National Stock Exchange of India Limited on June 11, 2021 and May 12, 2021 respectively and Trading approval from BSE Limited and National Stock Exchange of India Limited on June 22, 2021 for the same.

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. 5,06,65,400 to be paid out of profits of the Company for the FY 2021-2022 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-o date i.e. August 23, 2021.

Mr. Dilip Palicha, Non-Executive, Independent Director of the Company resigned from the post of Directorship and as a Chairman of Stakeholder’s Relationship Committee and as a member of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

Mrs. Archana Phadke, Non-Executive, Independent Director of the Company who was already the member of Stakeholders’ Relationship & Grievance Committee was appointed as the Chairperson of the Stakeholders’ Relationship & Grievance Committee and as the member of Audit Committee, Nomination & Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

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. However, The Company had sought relaxation from SEBI for strict compliance of Regulation 163(1)(f) of Chapter V of SEBI ICDR Regulations, 2018, with respect to disclosure of beneficial owners of Trigem Infosolutions Limited in the Explanatory statement of the AGM notice dated September 03, 2020, pertaining to the preferential issue of 35,20,000 warrants convertible into equity shares at a price of Rs. 28/- per warrant to promoter, promoter group and relatives of promoter.

SEBI vide letter dated January 28, 2021 having reference number SEBI/HO/CFD/DIL1/ OW/P/2021/1966/1, acceded the request of the Company subject to the Company making suitable disclosure to all the shareholders by way of errata to the AGM and explanatory Statement disclosing the details of ultimate beneficial owners of Trigem in newspaper having vide circulation and disclosing this letter to BSE Limited and NSE Limited (Stock Exchanges) and placing the same before the Board in it’s next meeting.

The Company has made compliance with the same.

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

During the year under review, there were no cases led under the Sexual Harassment of Women at orkplace (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, 2021. There are no associate companies or 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 -V

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.

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.

On recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on September 01, 2021, had re-appointed Mr. Jitesh Jain for a period of Five years, subject to approval of Members.

Mr. Dilip Palicha, Non-Executive, Independent Director of the Company resigned from the post of Directorship and as a Chairman of Stakeholder’s Relationship Committee and as a member of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

Mrs. Archana Phadke, Non-Executive, Independent Director of the Company who was already the member of Stakeholders’ Relationship & Grievance Committee was appointed as the Chairperson of the Stakeholders’ Relationship & Grievance Committee and as the member of Audit Committee, Nomination & Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

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/ reappointments together with requisite disclosures are set out in the Notice of the ensuing 26th 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.

During the year under review, 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.

Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during the year.

10. 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- IV

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.

11. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. MSP & Co., Chartered Accountants, (ICAI Firm Registration No. 107565W) had been appointed as the statutory auditors of the Company, for a term of ve consecutive years, at the AGM held in the year 2017. The Companies (Amendment) Act, 2017 has waived the requirement for rati cation of the appointment of auditor by the shareholders at every Annual General Meeting with effect from May 07, 2018. Hence, the approval of the members is not being sought for the re-appointment of the Auditors in line with the resolution passed for their appointment at the 22nd AGM held on September 29, 2017.

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

12. Auditors’ Report

The Auditors’ Report does not contain any quali cation. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

13. 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, 2021 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.

14. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have a rmed 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.

15. 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.

16. 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.

17. Particulars of the Employees

The information as required under Section 197 of the Act and rules made there-under is not applicable as none of the employees 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,

18. 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 Policy2014.

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

The ability to attract, motivate, develop and retain talent is critical to our continued success. The company’s HR strategy is focused on attracting the best talent, reskilling and transforming the workforce and providing a stimulating workplace, which is exible, nurtures social contract, fosters innovation, and builds a resultoriented, high performance culture. The progressive policies, continual investment in upgrading employees’ skills and the philosophy of empowering individuals and helping them realize their potential

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. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth. 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.

Empowered individuals take ownership of outcomes, beyond just the completion of an assigned task. Empowered, purpose-driven teams can cope even with unexpected events because they know exactly what they need to do, even when no explicit instructions are provided. Such concerted, autonomous behaviors, in aggregate, give the organization the ability to cope with sudden shocks, and impart organizational resilience.

Continual pursuit to connect with our employees on a regular basis, communicate in an open and transparent manner, and progressive HR policies are yielding desired results. we focus on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation.

The number of people employed during the year ended on March 31, 2021 were 1026.

20. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. HS Associates, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2020-2021. 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. 2020-2021 in Form MR-3 is annexed to this report as Annexure-II.

21. Explanation or comments on Quali cations, 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 31st March, 2021 does not contain any quali cations, reservations or adverse remarks. The Auditors’ Report to the members on the Accounts of the Company and the for the financial year ended 31st March, 2021, does not contain any quali cations, reservations or adverse remarks. The observations of the Secretarial Auditors and Management’s reply to the same is as under:

1. Pursuant to the provisions of Regulation 44(3) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Company delayed the submission of Voting Results from the conclusion of the 25th Annual General Meeting of the Company held on 30th September, 2020.

Board’s Response- October 02, 2020, being a National holiday, Voting Result for the 25th Annual General Meeting held on September 30, 2020 was submitted by the Company on October 03,2020.

22. Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2020 was Rs. 9,17,30,800 divided into 91,73,080 equity shares of Rs. 10 each which has increased to Rs. 10,13,30,800 divided into 1,01,33,080 Equity shares of Rs. 10 each as on March 31, 2021, since the Company had converted 9,60,000 warrants into Equity shares issued on preferential basis for Rs. 28 each (including a premium of Rs. 18 each) on March 31, 2021.

23. Shares:

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

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

c. Employee Stock Option Plan: The Company has not provided any stock options to the employees for the year under review

d. Preferential issue: The Company had allotted 19,20,000 warrants convertible into equity shares and 16,00,000 warrants convertible into equity shares of Rs. 28 each including a premium of Rs. 18 each to promoter, promoter group and relatives of promoters, on March 10, 2021 and March 26, 2021 respectively, which were issued on a preferential basis and approval of shareholders was taken in the Annual General Meeting of the Company held on September 30, 2020.

24. Credit Rating

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 Rs. 35.00 Crores. Acuite has also assigned Acuite A3+ rating for the short term bank facilities of the Company up to Rs. 30 Crores.

25. Fixed Deposits

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

26. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors con rm 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 a airs of the Company at the end of the financial year and of the pro t/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.

27. 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 31st March, 2021 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 : Rs. 1187.66 Lakhs (previous year 2464.71 Lakhs) Foreign Exchange Outgo : Rs. 1037.25 Lakhs (previous year 352.40 Lakhs)

28. 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.

29. Number of Meetings of the Board

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

30. Declaration by an Independent Director(s)

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.

31. 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.

32. 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.

33. Composition of Audit Committee

The Audit Committee comprises of three directors namely, Mr. Jitesh Jain, Mr. Viren Shah and *Mr. Dilip Palicha.

*Note- Mr. Dilip Palicha, Non-Executive, Independent Director of the Company resigned from the post of Directorship and as a Chairman of Stakeholder’s Relationship Committee and as a member of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

Mrs. Archana Phadke, Non-Executive, Independent Director of the Company who was already the member of Stakeholders’ Relationship & Grievance Committee was appointed as the Chairperson of the Stakeholders’ Relationship & Grievance Committee and as the member of Audit Committee, Nomination & Remuneration Committee and Risk Management Committee w.e.f. April 22, 2021.

34. Vigil Mechanism (Whistle Blower Policy):

Your Company has established a mechanism called ‘Vigil Mechanism’ 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/ wpcontent/ uploads/2020/08/Vigil-mechanism-policy-DSSL-Final.pdf.

35. Risk Management Policy:

Risk Management Policy identi es, 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.

36. 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 is uploaded on the Company’s website at www.dynacons.com. The CSR Report for the Financial Year 2020-21 is annexed to this report as Annexure-VI.

37. Extract of 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-9 as a part of this Annual Report annexed as Annexure-I. The same is also available on the website of the company at the web link: http://dynacons.com/investors/

38. 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 notes to the Financial Statements.

39. 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 III.

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 http://dynacons.com/Policy%20on% 20Related%20Party%20Transactions.x24892.pdf

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.

41. Disclosure Requirements

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.

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.

42. 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.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to ght this pandemic.

The Directors appreciate and value the contribution made by every member of the Dynacons family.