Directors Report of Data Patterns (India) Ltd.

Mar 31, 2025

We are pleased to present the Twenty Seventh Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025.

1. Financial highlights for the year ended March 31,2025:

The audited financial statements of the Company as on March 31, 2025 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) and provisions of the Companies Act, 2013 ("Actâ). The summarized financial highlights are depicted below:

(Rs. in Crs)
	March 31, 2025	March 31, 2024
I. Revenue from Operations	708.35	519.80
II. Other Income	46.34	46.03
III. Total Income	754.69	565.83
IV. Total Expenses	459.35	323.64
V. Profit before tax	295.34	242.19
VI. Tax expense	73.53	60.50
VII. Profit(Loss)for the period	221.81	181.69
VIII. Earnings per equity share of Rs 2 each fully paid
Basic and diluted (In INR)	39.62	32.45

2. Business and Operations Review:

The key aspects of your Company''s performance during the financial year 2024-25 are as follows:

a) Revenue

Total revenue of your Company for FY 2024-25 stood at INR 754.69 Crores as against INR 565.83 Crores for FY 2023-24 marking an increase of 33%.

This revenue growth was contributed by increase in Order inflow of both development and production orders and timely execution of the same. Revenue from all product categories showed a good growth during the year. Radar and Electronic Warfare products contributed INR 486.18 Crore to the revenue as against INR 318.60 Crore for the previous year.

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2024-25 were INR 433.35 Crores, an increase of 45% over the previous year figure of INR 298.18 Crores.

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2024-25 were INR 13.92 Crores, a decrease of 14% over the previous year''s figure of INR 16.13 Crores, mainly on account of accelerated depreciation provided for Plant and Machinery in the previous year.

d) Finance Costs

Finance costs increased by 29% in FY 2024-25 (INR 12.08 Crores as against INR 9.33 Crores in FY 2023-24).

The Company operates only in one business segment i.e. manufacture, sale and service of defense electronics, and hence does not have any reportable segment as per Indian Accounting Standard 108 "operating segmentsâ.

3. Utilization of Proceeds of IPO and QIP

The proceeds of funds raised under Initial Public Offering (IPO) of the Company are fully utilized as per Objects of the Issue. The details of utilization of proceeds from IPO and pre-IPO placement, net of IPO expenses (inclusive of GST) are as follows:

(Rs. in Crs)
	As per the	Utilized	Un-utilized
Particulars	objects of the	upto	as at
	issue	March 31, 2025	March 31, 2025
Prepayment or repayment of outstanding borrowings availed by our Company	60.08	60.08
Working capital requirements (Including Dividend Payment)	95.19	95.19	-
Upgradation and expansion of existing facility	51.33	51.33
General Corporate purposes	74.82	74.82	-
Total	281.42	281.42	-
The proceeds of funds raised under Qualified Institutional Placement of the Company are being utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP, net of QIP expenses (inclusive of GST) are as follows
			(Rs. in Crs)
Particulars	As per the objects of the issue	Utilized upto March 31, 2025	Un-utilized as at March 31, 2025
Funding working capital requirements of our Company	168.00	168.00	-
Investment in product development by our Company	167.24	83.22	84.02
Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	25.00	25.00	-
Funding capital expenditure towards setting up an EMI-EMC Testing Facility	15.23	13.63	1.60
Funding acquisition of land (including building)	7.75	7.75	-
General corporate purposes	104.52	104.52	-
Total	487.74	402.12	85.62
Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs.85.62 crores is unutilized
as on March 31, 2025.

4. Capital Expenditure:

During the financial year 2024-25, the Company added Rs. 111.68 Crores to its gross block with capital expenditure, including Rights of Use Assets (ROU) which comprised Rs.3.85 Crores on building & lease, Rs.27.57 Crores on technology infrastructure, Rs.4.76 Crores on physical infrastructure , Rs.71.61 Crores on Prototype Assets Developed and the balance Rs.3.89 Crores on software.

5. Liquidity:

The Company maintains an adequate cash balance to meet its strategic objectives. The liquid assets stood at Rs.126.40 Crores at the end of the year against Rs. 392.69 Crores in the previous year. The Company''s cash balance as on March 31, 2025 was Rs. 37.66 Crores.

6. Share Capital:

At the end of the current financial year, the Company''s paid-up Equity Share Capital stood at Rs. 11,19,67,938/- consisting of 5,59,83,969 fully paid-up equity shares of Rs. 2/- each.

7. Net worth:

As of March 31,2025, the Company''s net worth stood at Rs.1,508.22 Crores against Rs. 1,324.21 Crores at the end of the previous financial year.

8. Dividend:

The Company has paid a final dividend of Rs. 6.50 per equity share amounting to INR 36.39 Cr. for FY 2023-24, which was approved by the shareholders in the Annual General Meeting held on July 30, 2024. The Board of Directors has recommended a final dividend of Rs. 7.90 per equity share amounting to INR 44.23 Cr. for FY 2024-25, which will be paid to shareholders on or before 6^th September, 2025, once approved by the Shareholders in the ensuing Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Dividend Distribution Policy.pdf.

9. Transfer to Reserve:

As permitted under the Companies Act, 2013, the Board of Directors did not propose to transfer any sum to the General Reserve in FY 2024-25.

10. Change in the Nature of Business:

There has been no change in the nature of business of the Company during the period under review.

11. Directors and Key Management Personnel (KMP):

Details of the composition of the Board, have been provided in the Corporate Governance Report.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Ms. Rekha Murthy Rangarajan, Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

The Board recommends her reappointment as Director for your approval.

Brief details of the Director proposed to be reappointed as required under Regulation 36 of the SEBI Listing Regulations are provided as part of the Notice of Annual General Meeting.

Re-appointment of Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, Mr. Srinivasagopalan Rangarajan, Chairman and Managing Director and Ms. Rekha Murthy Rangarajan, Whole-time Director whose tenures are expiring on September 13, 2025 are proposed to be re-appointed as Chairman and Managing Director and Whole-time Director respectively for a tenure of five years, subject to the approval of the shareholders in the ensuing General Meeting.

12. Subsidiaries and Branches:

The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated Financial Statements, which shall form a part of this Annual Report. Further the requirement to provide salient features, performance and financial position of the subsidiaries in the Form AOC I is not applicable to the Company. The Company has marketing and customer support offices at Bengaluru, Hyderabad, New Delhi and Thiruvananthapuram.

13. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2025, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/MGT-7 2024-25.pdf

14. Number of Meetings of the Board:

The Board met 6 (Six) times during the financial year ended March 31,2025. The said meetings were held on April 17, 2024; May 18, 2024; July 29, 2024; November 09, 2024; February 05, 2025 and February 06, 2025.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

15. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Board''s Report, and the certificate from the Company''s Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

I n compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

16. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, with effect from the financial year

2022-23, the top one thousand listed entities based on market capitalisation as at the end of respective financial year shall submit a Business Responsibility and Sustainability Report (''BRSR''). Accordingly, the said BRSR describing the initiatives taken by the Company from Environment, Social and Governance (ESG) perspective as required in terms of the above provisions, separately forms part of this Annual Report.

17. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that they comply with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for being an Independent Director of the Company.

18. Policy on Directors'' appointment and remuneration:

The Company has a policy in place on Directors'' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The policy is disclosed on the website of the Company. The weblink for the same is https:// www.datapatternsindia.com/investors/files/Policy-on-Remuneration-of-the-Directors-KMP-and-other-employees.pdf

19. Particulars of loans, guarantees, or investments:

The Company has neither given any loan to any person, nor provided any guarantee or security to any other body corporate, or person in connection with a loan, during the financial year which attracts the provisions of section 186 of the Companies Act, 2013. It has not acquired through subscription, purchase, or otherwise, the securities of any other body corporate.

20. Particulars of contracts or arrangements with related parties:

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors and reviewed during the year, is available on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Policy-on-Related-Party-Transactions.pdf

None of the Directors, apart from receiving director''s sitting fees/remuneration/profit related commission/ dividend, have any material pecuniary relationship or transactions with the Company.

21. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company''s financial statements relate and the date of the report.

22. Transfer to Investor Education and Protection Fund (âIEPF"):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPFâ), constituted by the Central Government. Further, the shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore, no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

23. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

A) Conservation of energy:

i. Steps that impact energy conservation:

â¢ Introduced the Easy fan Air handling unit 26000 CFM -1no, which resulted in considerable energy saving compared to conventional AHU types.

â¢ All old CFL lamps have been replaced by energy efficient LED lights for 50% of premises. Further replacement is in progress.

â¢ Motion sensors have been installed in all rest rooms and panel rooms with 35% of the work completed and remaining installation in progress.

â¢ Planned to implement reuse of 4KLD RO reject water for Construction work and Rest room flushing.

ii. Steps taken to utilize alternative energy sources:

The energy generated by the installed Solar Power System (300 KW) for 2024-2025 is 5,32,065 Units resulting in considerable cost savings.

iii. Capital investment on energy conservation equipment:

Nil

B) Research & development:

A separate section on the products developed and highlights of the year forms part of this Annual Report.

C) Technology Absorption:

Nil

D) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs.63.84 Cr. (Previous year -Rs. 46.78 Cr.) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 173.95 Cr. (Previous year - Rs. 192.96 Cr.).

The current year''s inflows and outflows are regarding the movement of funds into and outside

India in foreign currency against export and import of goods respectively in the normal course of the business.

24. Risk management:

Throughout the financial year, uncertainties are everpresent, and our ability to navigate these challenges effectively is pivotal to sustaining growth and seizing opportunities. This section highlights our structured approach to risk management, emphasizing our proactive stance in responding to, mitigating, and managing risks while leveraging emerging opportunities.

Our structured approach to risk management is central to our ability to navigate uncertainties. By identifying, assessing, and addressing risks systematically, we are better equipped to respond to emerging threats and capitalize on opportunities as they arise.

The Board holds ultimate responsibility for risk management and sets the Company''s risk appetite. Through a robust risk management governance framework, the Board ensures effective prioritization and management of risks within acceptable levels. This framework, fosters clear ownership and delegation of responsibilities for risk management and oversight.

Our Company''s ability to navigate business uncertainties rests on our structured approach to risk management, bolstered by the resilience of our people, our business model, and our commitment to delivering results amidst uncertainty. Moving forward, we remain vigilant in identifying emerging risks and opportunities, ensuring our sustained growth and long-term success.

Our enterprise-wide risk management process is embedded throughout the Company to support our strategic objectives. Our annual risk assessment is a crucial component of this process, encompassing a comprehensive evaluation from both top-down and bottom-up perspectives to ascertain the likelihood and potential impact of risks on the Company at a residual level. We gather input from Head of the Departments and Projects through various mechanism, consolidating this information to create the Risk Register. The results of this process are compiled and reviewed by Corporate Risk Committee and further validated by Chief Risk Officer before presenting them to the Risk Management Committee of the Board for final consideration.

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Company''s business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with the Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.

25. Adequacy of internal financial controls:

Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of errors and frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls. The internal financial controls are adequate and operating effectively.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy and effectiveness of Internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company''s risk management policies and systems.

During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditor''s Report.

26. Corporate Social Responsibility:

We approach community care with the same zeal and efficiency as we approach our business. By practicing Corporate Social Responsibility, we are aware of how we impact aspects of society including economic, social and environment. We thus try to operate in ways that enhance society and the environment. We have a committed operational team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

Corporate Social Responsibility (''CSR'') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013.

Details of the composition of the Committee, meetings held, attendance etc. along with policy developed and implemented by the Company as part of its CSR programme and other initiatives taken during the year are given in Annexure 1-A as required under Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The Key highlights of the CSR activities undertaken by the Company are given in Annexure 1-B.

27. Composition and recommendation of the audit committee:

The Audit Committee of the Company has been constituted in line with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

i. Mr. Sowmyan Ramakrishnan, Chairman

ii. Mr. Prasad Raghava Menon, Member

iii. Mr. Sastry Venkata Rama Vadlamani, Member

iv. Ms. Anuradha Sharma, Member

During the year, the Board accepted all recommendations of the Audit Committee.

28. Code of Conduct:

The Company has in place, Code of Conduct for its Board of Directors and Senior Management Personnel in addition to the Business Conduct Policy of the Company. A copy of the Code of Conduct is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Code of Conduct for Directors and Senior Management.pdf. The compliance of the Code of Conduct have been affirmed by the Directors and Senior Management Personnel annually.

A declaration on confirmation of compliance of the Code of Conduct, signed by the Company''s Chairman and Managing Director is published in this Annual Report.

29. Vigil mechanism (Whistle Blower Policy):

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees. The Whistle Blower shall have the right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorised to prescribe suitable directions in this regard. There were no complaints/ grievances received during the financial year under consideration.

The Company has formulated and adopted a vigil mechanism policy for employees to access the Management in good faith and to report concerns about unethical behavior, improper practices, actual or suspected fraud, or violation of the code of conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Whistle-Blower-Policy.pdf

30. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

There were no applications made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

31. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions:

There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

32. Directors'' responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the Annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Company''s state of affairs at the end of the financial year, and its profit and loss for that period;

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Company''s assets to prevent and detect fraud and other irregularities;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company has laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

33. Board evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive / independent directors through peer evaluation, excluding the director being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors.

The evaluation process was carried out through a set of questionnaires. The summary of the evaluation reports was presented to the Nomination and Remuneration Committee and shared with respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The recommendations were discussed with the Board and individual feedback was provided.

34. Criteria for making payment to NonExecutive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to NonExecutive Directors:

â¢ Company performance.

â¢ Maintaining independence and adhering to Corporate Governance laws.

â¢ Contributions during meetings and guidance to the Board on important Company policy matters.

â¢ Active participation in strategic decision-making and informal interaction with the management.

There was no payment made to Non-Executive Directors apart from the sitting fees paid for attending Board and Committee meetings and profit linked commission in line with provisions of Companies Act, 2013.

35. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors of the Company an insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/ files/Familiarization-Programme-for-Independent-Directors.pdf

36. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries is not applicable to the Company since the Company doesn''t have any subsidiary.

37. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per month is annexed and forms a part of this Report in Annexure-2 (A) and the ratio of remuneration of each Director to that of median employees'' remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-2 (B).

38. Public deposits:

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

39. Statutory Auditors:

Deloitte Haskins & Sells LLP, Chartered Accountants (FRN No:008072S), was appointed as the auditors of the company, to hold the office for a term of five consecutive years from the conclusion of 25^th Annual General Meeting held on August 09, 2023 till the conclusion of the 30^th Annual General Meeting to be held during the year 2028, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014.

The report issued by the Statutory Auditors to the members for the financial year ended March 31,2025, does not contain any qualification, reservation or adverse remark, or disclaimer.

40. Internal Auditors:

M/s R.G.N. Price & Co., Chartered Accountants, is the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s R.G.N. Price & Co., Chartered Accountants, carried out the internal audit of the Company for FY 2024-25. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

41. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Alagar & Associates LLP, Practicing Company Secretaries (Peer Review Certificate No. 6814/2025) was appointed as the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by FCS M Alagar, Practicing Company Secretary (COP No. 8196) is annexed and forms a part of this Report in Annexure-3.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Alagar & Associates LLP, Practicing Company Secretaries (Peer Review Certificate No. 6814/2025) is proposed to be appointed as the Secretarial Auditors of the Company for a period of 5 years in the ensuing Annual General Meeting. The Board of Directors has recommended the appointment of M/s. Alagar & Associates LLP, Practicing Company Secretaries as the Secretarial Auditors of the Company for the approval of Shareholders.

42. Cost Record and Cost Auditors:

The Company had re-appointed CMA G. Sundaresan, (FRN. No. 101136) Practicing Cost Accountant to conduct audit of cost records of the Company for the financial year 2024-25. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 3 and 5 of the Companies (Cost Records and Audit) Rules, 2014.

The Cost Auditors'' Report of FY 2023-24 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

43. Secretarial Standards:

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (''ICSI'') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA from time to time.

44. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

45. Significant and material orders passed by the regulators, courts or tribunals:

There were no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or Company''s operations in the future. There was no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

46. Human potential:

The Company has increased its manpower bandwidth in line with the business needs. As on March 31,2025, the company''s employee strength stood at 1545 as compared to 1345 as at the end of previous year, which accounts for 15% increase during the year. The Company managed the attrition rate effectively during the year. The attrition rate at the end of current financial year was 5.5% as against 7.1% as at the end of previous year.

We have been able to build a strong experienced talent pool of 18% of employees serving the Company for longer than 10 years. The profile of employees are as follows:

As part of building talent pipeline and workforce readiness to catalyse future growth, we had adopted a 3 pronged approach as below :

â¢ Def Tech Talent Pipeline Program started in 4 colleges with 116 students getting trained in customised specific electives.

â¢ Launched "Power Architectâ program and groomed premium talent from Tier 1 institutions through a structured 8 months program to strengthen Technical / Domain backbone.

â¢ 6 in house potential leads undergoing M Tech Def Tech approved by DRDO

Last year we focused on capability uplift programs to enhance the competencies of employees in both technical and Non tech streams . Key highlights are given below: 54 Line Managers were trained in effective management techniques through a curated program called "OJASâ delivered over 9 months in a multimodal format consisting of GDs, Cohort sessions, assignments, classroom, simulated projects etc.

47. Information Technology

During the financial year 2024-25, the Company undertook several significant IT initiatives aimed at strengthening digital capabilities, improving operational efficiency, and enhancing data security. Key material developments in the IT domain are as follows:

A. Digital Transformation Automation:

The Company continued to invest in the digital transformation of its core business processes. Several workflows across departments were automated using multi-cad tool, cable harness tool, simulation tools, verification & validation tools, resulting in improved turnaround time and reduced manual interventions. Gen-AI implementation for effective searching and Factor authentication initiated to enhance security.

B. Cybersecurity Enhancements:

Recognizing the growing importance of data protection, the Company upgraded its Cybersecurity infrastructure. Measures included

enhanced firewall configurations, endpoint protection, threat detection systems, and periodic vulnerability assessments to ensure a robust security posture.

C. ERP System Upgrade:

It is proposed to upgrade to an advanced ERP system to meet the growing needs of the organisation for a seamless handling of the end to end operation.

D. Cloud Infrastructure Adoption:

As part of the IT modernization strategy, the company increased its reliance on cloud-based platforms for hosting critical applications, improving scalability, uptime, and disaster recovery capabilities.

E. Data Analysis and Business Intelligence:

Enhanced log analysis tools and dashboards were implemented, enabling more informed decisionmaking through real-time business intelligence and performance tracking.

F. IT Governance and Compliance:

The Company remained compliant with applicable IT regulations and industry best practices. Regular internal and external audits and compliances check were conducted to maintain high standards of IT governance.

G. Employee Enablement and Remote Work Support:

The IT team facilitated a seamless hybrid work environment by improving remote access capabilities, collaboration tools, and IT support services to ensure business continuity.

These initiatives reflect the Company''s commitment to leveraging technology as a strategic enabler, driving operational excellence and digital resilience.

48. Process & Quality:

The Company has established various Management Systems that follows a Process approach. Various requirements compiled as documents with well-defined Policy and SMART objectives. Awareness being created on these requirements through periodic internal communication and training. Implementation and adherence to compliance, process enhancement, continual improvement etc. including statutory and

regulatory are ensured through periodic monitoring, audits, management review etc. International Certification Bodies are engaged independently for accreditation and certification of these Management Systems annually.

Various Management Systems that are accredited and certified are:

â¢ ISO 9001:2015 - Quality Management Systems

â¢ AS9100D - Aerospace Quality Management Systems

â¢ ISO 27001:2022 - Information Security Management Systems

â¢ ISO 14001:2015 - Environmental Management Systems

â¢ ISO 45001:2018 - Occupational Health & Safety Management Systems

49. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2024-25.

50. Maternity Benefit Act, 1961:

The Company is committed to upholding the rights and welfare of its employees, and has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

51. Credit Rating:

The Company has got credit rating from below agencies during the year:

52. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2024-25 to both National Stock Exchange of India Limited and BSE Limited.

53. Acknowledgments:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, Banks, financial institutions, Company''s Auditors, and all stakeholders.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels and all others, to ensure that the Company continues to grow and excel.

The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.

Rating Agency	Rating
ICRA	For Long - Term Scale: A (Positive)
ICRA	For Short - Term Scale: A1
CRISIL	For Long - Term Scale: A (Positive)
CRISIL	For Short - Term Scale: A1

Mar 31, 2024

The Company is pleased to present its Twenty Sixth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31,2024.

1. Financial highlights for the year ended March 31,2024:

The audited financial statements of the Company as on March 31, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 (''Act")The summarized financial highlights are depicted below:

(Rs. in Crs)
	March 31, 2024	March 31, 2023
I. Revenue from Operations	519.80	453.45
II. Other Income	46.03	9.22
III. Total Income	565.83	462.67
IV. Expenses:
a) Cost of materials consumed	180.82	194.14
b) Changes in inventories of finished goods, work in progress and stock-in-trade	(15.70)	(23.23)
c) Employee benefits expenses	98.99	79.04
d) Finance cost	9.33	7.74
e) Depreciation / Amortization	16.13	8.46
f ) Other expenses	34.07	31.69
Total Expenses	323.64	297.84
V. Profit before tax	242.19	164.84
VI. Tax expense:
a) Income Tax	57.67	40.39
b) Tax pertaining to earlier years	-	-
c) Deferred Tax	2.83	0.45
VII. Profit (Loss) for the period	181.69	124.00
VIII. Other Comprehensive Income
Re-measurement Gain / (Loss) on Defined Benefit Obligations	(0.84)	(1.36)
Income tax on above	0.21	0.34
Other Comprehensive Income / (Loss) for the year	(0.63)	(102)
IX. Total Comprehensive Income for the year	181.06	122.98
X. Earnings per equity share of Rs 2 each fully paid
Basic and diluted (In INR)	32.45	23.80

2. Business and Operations Review:

The key aspects of your Companyâs performance during the financial year 2023-24 are as follows:

a) Revenue

Total revenue of your Company for FY 2023-24 stood at INR 565.83 Crores as against INR 462.67 Crores for FY 2022-23 marking an increase of 22.30%.

This revenue growth was contributed by increase in Order inflow and timely execution of the same. Revenue from all product categories showed a good growth during the year. Radar and Electronic Warfare products contributed INR 318.60 Crore to the revenue as against INR 267.58 Crore for the previous year.

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2023-24 were INR 298.18 Crores, an increase of 5.87% over the previous year figure of INR 281.64 Crores.

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2023-24 were INR 16.13 Crores, an increase of 91.1% over the previous yearâs figure of INR 8.46 Crores, mainly on account of addition to Plant & machinery and computers.

d) Finance Costs

Finance costs reduced by 20.54% in FY 2023-24 (INR 9.33 Crores as against INR 7.74 Crores in FY 2022-23).

The Company operates only in one business segment i.e. manufacture, sale and service of defence electronics, and hence does not have any reportable segment as per Indian Accounting Standard 108 "operating segments".

3. Utilization of Proceeds of IPO and QIP:

The proceeds of funds raised under Initial Public Offering (IPO) of the Company are being utilized as per Objects of the Issue. The details of utilization of proceeds from IPO and pre-IPO placement, net of IPO expenses (inclusive of GST) are as follows:

(Rs. in Crs)
Objects of the issue as per Prospectus	Original Cost as per offer documents	Revised cost	Utilisation upto 31 March 2024	Unutilised amount as on 31 March 2024
Prepayment or Repayment of Borrowings	60.80	60.08	60.08	-
Funding Working Capital Requirements	95.19	95.19	95.19	-
Upgradation and expansion of existing facilities	59.84	59.84	47.33	12.51
General Corporate Purpose	65.29	66.31	66.31	-
Total	281.12	281.42	268.91	12.51

Out of the total fund raised by the Company under IPO, an amount of Rs. 12.51 crores remain unutilized as on March 31,2024.

The proceeds of funds raised under Qualified Institutional Placement of the Company are being utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP net of QIP expenses (inclusive of GST) are as follows:

(Rs. in Crs)
Particulars	As per the objects of the issue	Utilized upto March 31, 2024	Un-utilized as at March 31, 2024
Funding working capital requirements of our Company	168.00	109.20	58.80
Investment in product development by our Company	167.24	21.25	145.99
Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	25.00	25.00	-
Funding capital expenditure towards setting up an EMI-EMC Testing Facility	15.23	10.48	4.75
Funding acquisition of land (including building)	7.75	7.75	-
General corporate purposes	104.51	89.11	15.41
Total	487.74	262.79	224.95

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs. 224.95 crores is unutilized as on March 31,2024.

4. Capital Expenditure:

During the financial year 2023-24, the Company added Rs. 54.73 Crores to its gross block with capital expenditure, including Right to Use of the Assets (ROU) which comprised Rs. 18.00 Crores on building & lease, Rs. 30.39 Crores on technology infrastructure, Rs. 6.06 Crores on physical infrastructure and the balance Rs. 0.28 Crores on intangible asset addition.

5. Liquidity :

The Company maintains a adequate cash balance to meet its strategic objectives. The liquid assets stood at Rs. 392.69 Crores at the end of the year against Rs. 547.78 Crores in the previous year. The Companyâs cash balance as on March 31, 2024 was Rs. 88.14 Crores.

6. Share Capital:

At the end of the current financial year, the Companyâs paid-up Equity Share Capital stood at Rs. 11,19,67,938/- consisting of 5,59,83,969 fully paid-up equity shares of Rs. 2/- each.

7. Net worth:

As of March 31,2024, the Companyâs net worth stood at Rs. 1,324.21 Crores against Rs. 1,167.08 Crores at the end of the previous financial year.

8. Dividend:

The Company has paid a final dividend of Rs. 4.50/- per equity share amounting to INR 25.19 Cr. for FY 2022-23, which was approved by the shareholders in the last AGM held on August 09, 2023. The Board of Directors has recommended a final dividend of Rs. 6.50/- per equity share amounting to INR 36.39 Cr. for FY 2023-24, which will be paid to shareholders on or before August 29, 2024, once approved by the Shareholders in the ensuing Annual General Meeting.

Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Dividend Distribution Policy.pdf

9. Transfer to Reserve:

As permitted under the Companies Act, 2013, the Board of Directors do not propose to transfer any sum to the General Reserve in FY 2023-24.

10. Directors and Key Management Personnel (KMP):

Mr. Mathew Cyriac (DIN: 0190366) was appointed as Nominee Director pursuant to the Articles of Association of the Company, wherein M/s. Florintree Capital Partners LLP ("Florintree"), an investor holding 10.71% of the Share Capital of the Company was entitled to appoint a Nominee Director to the Board as long as they maintained ownership of not less than 7.5% of the Companyâs share capital of the Company.

On February 16, 2024, Florintree divested their entire 10.71% shareholding in the Company, thereby forfeiting their entitlement to appoint a Nominee Director to the Board. However, the Board was of the opinion that Mr. Mathew Cyriac possess the skills, expertise and competencies which are fundamental for effective functioning in his role as a Non-Executive Non-Independent Director of the Company and his continued association would be of immense benefit to the Company. Therefore, the Board of Directors redesignated Mr. Mathew Cyriac (DIN: 0190366) to NonExecutive Non-Independent Director of the Company.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Mr. Vijay Ananth K (DIN: 09398784), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board recommends the re-appointment of the above Director for your approval.

Brief details of the Director proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015 and Secretarial Standards on General Meetings are provided as part of the Notice of Annual General Meeting.

11. Subsidiaries and Branches:

The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated Financial Statements, which shall form a part of this Annual Report. Further the requirement to provide salient features, performance and financial position of the subsidiaries in the Form AOC I is also not applicable to the Company. The Company has branch offices at Bengaluru, Hyderabad, New Delhi and Thiruvananthapuram.

12. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2024, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/agm.php

13. Number of Meetings of the Board:

The Board met 5 (Five) times during the financial year ended March 31, 2024. The said meetings were held on April 17, 2023; May 13, 2023; August 08, 2023; November 04, 2023 and January 31,2024.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

14. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Boardâs Report, and the certificate from the Companyâs Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

15. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement of submitting a Business Responsibility Report was discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalisation as at the end of each financial year shall submit a Business Responsibility and Sustainability Report (''BRSRâ). Accordingly, the said BRSR describing the initiatives taken by the Company from Environment, Social and Governance (ESG) perspective as required in terms of the above provisions, separately forms part of this Annual Report.

16. Declaration given by Independent Directors:

17. Policy on Directors'' appointment and remuneration:

The Company has a policy in place on Directorsâ appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in this policy since the last financial year. The policy is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Remuneration of the Directors Key Managerial Personnel and other employees.pdf

18. Particulars of loans, guarantees, or investments:

19. Particulars of contracts or arrangements with related parties:

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors, is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/ files/Related Party Transactions Policy.pdf

None of the Directors, apart from receiving director''s sitting fees/remuneration/profit related commission/ dividend, have any material pecuniary relationship or transactions with the Company.

20. Material changes and commitments, if any, affecting the financial position of the Company:

21. Transfer to Investor Education and Protection Fund (âIEPF"):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven

years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. Further, according to the Rules, the shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF.

During the year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore, no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

22. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

A) Conservation of energy :

I) Steps that impact energy conservation:

â¢ All old CFL lamps used in the Company are being replaced by energy efficient LED lights in stages.

â¢ Motion sensors installation is being tried out in a couple of areas and we intend to implement soon in other areas.

â¢ We have installed VRF AC systems in all cabins of new building which are energy efficient.

â¢ We have installed CFD drives for the chilled water AHUs by which we save about 20 - 25% of energy.

ii) Steps taken to utilize alternative energy sources:

The Company have installed Solar Power System on the roof of our new building with a capacity of about 300 KW(AC) = 400KW(DC). On an average, we generate about 1900 kWH per day.

iii) Capital investment on energy conservation equipment:

Nil

B) Research & development and technology absorption:

A separate section on highlights of the year forms part of this Annual Report.

c) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs. 46.78 Cr. (Previous year -Rs. 68.14 Cr.) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 192.96 Cr. (Previous year - Rs. 212.36 Cr.).

The current yearâs inflows and outflows are regarding the movement of funds into and outside India in foreign currency against export and import of goods respectively in the normal course of the business.

23. Risk management:

In the face of ongoing challenges such as geopolitical occurrences in Eastern Europe and the Middle East, disruptions in the global supply chain and Resources, our organization continues to demonstrate resilience. This section delves into our strategies for risk management and the factors contributing to our ability to weather uncertainties.

The Board holds ultimate responsibility for risk management and sets the Companyâs risk appetite. Through a robust risk management governance framework, the Board ensures effective prioritization and management of risks within acceptable levels. This framework, fosters clear ownership and delegation of responsibilities for risk management and oversight.

Our Companyâs ability to navigate business uncertainties rests on our structured approach to risk management, bolstered by the resilience of our people, our business model, and our commitment to delivering results amidst uncertainty. Moving forward, we remain vigilant in identifying emerging risks and opportunities, ensuring our sustained growth and long-term success.

at a residual level. We gather input from Head of the Departments and Projects through various mechanism, consolidating this information to create the Risk Register. The results of this process are compiled and reviewed by Corporate Risk Committee and further validated by Chief Risk Officer before presenting them to the Risk Management Committee of the Board for final consideration.

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Companyâs business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

24. Adequacy of internal financial controls:

Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of errors and

frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

The Company has put in place the required internal control systems and processes commensurate with its size and scale of operations. This ensures that all transactions are authorized, recorded, and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls. The internal financial controls are adequate and operating effectively.

During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditorâs Report.

25. Corporate social responsibility :

We approach community care with the same zeal and efficiency as we approach our business. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural wellbeing of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Corporate Social Responsibility (''CSRâ) Committee has been constituted pursuant to Section 135 of the Companies Act, 2013.

activities undertaken by the Company are given in Annexure 1-B.

26. Composition and recommendation of the audit committee:

i) Mr. Sowmyan Ramakrishnan, Chairman

ii) Mr. Prasad Raghava Menon, Member

iii) Dr. Sastry Venkata Rama Vadlamani, Member

iv) Ms. Anuradha Sharma, Member

During the year, the Board accepted all recommendations of the Audit Committee.

27. Code of Conduct:

A declaration on confirmation of compliance of the Code of Conduct, signed by the Companyâs Chairman and Managing Director is published in this Annual Report.

28. Vigil mechanism (Whistle Blower Policy):

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees and also nominated Ms. Rekha Murthy Rangarajan, Whole Time Director of the Company, to play the role of Grievances Officer for the purpose of vigil mechanism to whom other Directors and Employees may report their concerns, in terms of

Rule 7(3) of Companies (Meeting of Board and its Powers) Rules, 2014. There were no complaints/ grievances received during the financial year under consideration.

The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Whistle Blower Policy.pdf

29. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

There were no applications made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

30. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions:

There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

31. Directors'' responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Companyâs state of affairs at the end of the financial year, and its profit and loss for that period;

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of the Act to safeguard the Companyâs assets to prevent and detect fraud and other irregularities;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company has laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

32. Board evaluation:

The Board had engaged Potentia Growth Technologies, a leadership advisory firm on board matters, to conduct the Board evaluation for financial year 20232024. The evaluation process focused on Board dynamics, softer aspects, committee effectiveness and information flow to the Board or its committees, among other matters. The methodology included various techniques. The recommendations were discussed with the Nomination and Remuneration Committee and the Board and individual feedback was provided.

33. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

â¢ Company performance.

â¢ Maintaining independence and adhering to Corporate Governance laws.

â¢ Contributions during meetings and guidance to the Board on important Company policy matters.

â¢ Active participation in strategic decision-making and informal interaction with the management.

34. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors of the Company an insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/files/ Familiarization of Independent Director.pdf.

35. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries is not applicable to the Company since the Company doesnât have any subsidiary.

36. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per month is annexed and forms a part of this Report in Annexure-2 (A) and the ratio of remuneration of each Director to that of median employeesâ remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-2 (B).

37. Public deposits:

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

38. Statutory Auditors:

Deloitte Haskins & Sells LLP Chartered Accounts (FRN No:008072S) Chartered Accountants, was appointed as the auditors of the company, to hold the office for a term of five consecutive years from the conclusion of 25^th Annual General Meeting held on August 09, 2023 till the conclusion of the 30^thAnnual General Meeting to be held during the year 2028, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014.

The report issued by the Statutory Auditors to the members for the financial year ended March 31,2024, does not contain any qualification, reservation or adverse remark, or disclaimer.

39. Internal Auditors:

M/s. QED Corporate Advisors LLP Chartered Accountants, is the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s QED Corporate Advisors LLP, Chartered Accountants, carried out the internal audit of the Company for FY 2023-24. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

40. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. M Alagar & Associates, Practising Company Secretaries (Peer Review Certificate No. 1707/2022) as the Secretarial Auditor of the Company for the financial year 2023-24.

The Secretarial Audit Report issued by M/s. M Alagar & Associates, Practising Company Secretaries is annexed and forms a part of this Report in Annexure-3. The report issued by Secretarial Auditors to the members for the financial year ended March 31,2024 does not contain any qualifications, reservation or adverse remark on disclaimer.

41. Cost Record and Cost Auditors:

The Company had re-appointed CMA G. Sundaresan, (FRN. No. 101136) Practicing Cost Accountant for the period of three years to conduct audit of cost records of the Company from the financial year 2023-24 till financial year 2025-26. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

The Cost Auditorsâ Report of FY 2022-23 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under subsection (12) of Section 143 of the Act.

42. Secretarial Standards:

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (''ICSIâ) to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA during pandemic.

43. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013:

During the year under review, no frauds were reported by the auditors to the Audit Committee

or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

44. Significant and material orders passed by the regulators, courts or tribunals:

There are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or Companyâs operations in the future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

45. Human potential:

The Company has increased its manpower bandwidth in line with the business needs. As on March 31,2024, the companyâs employee strength stood at 1345 as compared to 1130 as at the end of previous year, which accounts for 19% increase during the year. The Company managed the attrition rate effectively during the year. The attrition rate at the end of current financial year was 7.1% as against 9.5% as at the end of previous year.

We have been able to build a strong experienced talent pool of more than 240 employees serving the Company for longer than 10 years. The profile of employees are as follows:

As part of future talent strategy, we plan to groom a talent pipeline from campus to reduce the gestation period, hire premium talent from Tier 1 / 2 Technology institutions to develop Technical backbone and Key people ring-fencing plan to prevent key talent loss along with continuous upskill plan.

46. Process & Quality:

The Company has established a process based management system that follows a phased approach. It starts with establishing various requirements to be complied with, creating awareness on these requirements through internal communication, integration of requirements with existing process based management system for ongoing compliance, monitoring, and audit for ensuring compliance. The process based management system is independently assessed and certified by external certification bodies on an annual basis. Independent assessment, are done as part of ISO 9001:2008, AS9100D, ISO 27001:2013, ISO 14001:2015 and ISO 45001:2018 certifications.

47. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013:

redress any complaints received regarding sexual harassment. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2023-24.

48. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2023-24 to both National Stock Exchange of India Limited and BSE Limited.

49. Acknowledgments:

The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.

Mar 31, 2023

The Company is pleased to present its Twenty Fifth Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2023.

1. Financial highlights for the year ended March 31,2023:

The audited financial statements of the Company as on March 31, 2023 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) and provisions of the Companies Act, 2013 ("Actâ). The summarized financial highlights are depicted below:

(Rs. in Crs)
	March 31, 2023	March 31, 2022
I. Revenue from Operations	453.45	310.85
II. Other Income	9.22	3.96
III. Total Income	462.67	314.81
IV. Expenses:
a) Cost of materials consumed	194.14	91.59
b) Changes in inventories of finished goods, work in progress and stock-in-trade	(23.23)	(5.52)
c) Employee benefits expenses	79.49	62.35
d) Finance cost	7.74	10.99
e) Depreciation / Amortization	8.45	6.63
f ) Other expenses	31.23	21.39
Total Expenses	297.83	187.43
V. Profit before tax	164.84	127.38
VI. Tax expense:
a) Income Tax	40.39	32.93
b) Tax pertaining to earlier years	-	1.36
c) Deferred Tax	0.45	(0.88)
VII. Profit(Loss)for the period	124.00	93.97
VIII. Other Comprehensive Income
Re-measurement Gain / (Loss) on Defined Benefit Obligations	(1.36)	(1.54)
Income tax on above	0.34	0.39
Other Comprehensive Income/(Loss) for the year	(102)	(115)
IX. Total Comprehensive Income for the year	122.98	92.82
X. Earnings per equity share of Rs 2 each fully paid
Basic and diluted (In INR)	23.80	19.48

2. Business and Operations Review:

The key aspects of your Company''s performance during the financial year 2022-23 are as follows:

a) Revenue

Total revenue of your Company for FY 2022-23 stood at INR 462.67 Crores as against INR 314.81 Crores for FY 2021-22 marking an increase of 47%. Your Company achieved this revenue growth despite the supply chain challenges.

This revenue growth was contributed by increase in Order inflow of both development and production orders and timely execution of the same. Revenue from all product categories showed a good growth during the year. Radar and Electronic Warfare products contributed INR 267.58 Cr. to the revenue as against INR 152 Cr. for the previous year..

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2022-23 were INR 281.64 Crores, an increase of 65.9% over the previous year figure of INR 169.81 Crores.

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2022-23 were INR 8.45 Crores, an increase of 27.6% over the previous year''s figure of INR 6.63 Crores, mainly on account of Completion of new infrastructure, addition to Plant & machinery and computers.

d) Finance Costs

Finance costs reduced by 29.6% in FY 2022-23 (INR 7.74 Crores as against INR 10.99 Crores in FY 2021-22), mainly due to reduced borrowing on account of better working capital management. All the loans were repaid out of IPO & QIP proceeds and your Company is net zero debt Company now.

3. Qualified Institutional Placement (QIP):

In accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable guidelines of SEBI and Members approval, the Company has issued and allotted 4,097,319 equity shares of face value Rs. 2 each by way of Qualified Institutional Placement to Qualified Institutional Buyers at an issue price of Rs.1,220.31 per Equity Share (including a premium of Rs. 1218.31/- per Equity Share) on March 13, 2023.

4. Utilization of Proceeds of IPO and QIP:

(Rs. in Crs)
	As per the	Utilized upto	Un-utilized
Particulars	objects	March 31,	as at
	of the issue	2023	March 31, 2023
Prepayment or repayment of outstanding borrowings availed by our Company	60.08	60.08	-
Working capital requirements (Including Dividend Payment)	95.19	66.68	28.51
Upgradation and expansion of existing facility	59.84	38.37	21.47
General Corporate purposes	66.31	65.08	1.23
Total	281.42	230.21	51.21

Out of the total fund raised by the Company under IPO, an amount of Rs. 51.21 crores is unutilized as on March 31,2023.

The proceeds of funds raised under Qualified Institutional Placement of the Company are planned to be utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP, net of QIP expenses (inclusive of GST) are as follows:

(Rs. in Crs)
Particulars	As per the objects of the issue	Utilized upto March 31, 2023	Un-utilized as at March 31, 2023
Funding working capital requirements of our Company	168.00	-	168.00
Investment in product development by our Company	167.24	-	167.24
Repayment/ prepayment, in full or part, of certain borrowings availed by our Company	25.00	25.00	-
Funding capital expenditure towards setting up an EMI-EMC Testing Facility	15.23	-	15.23
Funding acquisition of land (including building)	7.75	-	7.75
General corporate purposes	104.51	0.00	104.51
Total	487.73	25.00	462.73
Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs.462.73 crores is unutilized as on March 31, 2023.

5. Capital Expenditure:

During the financial year 2022-23, the Company added Rs. 74.47 Crores to its gross block with capital expenditure, including Right to the Assets (ROU) which comprised Rs.47.22 Crores on building & lease, Rs.10.77 Crores on technology infrastructure, Rs.16.48 Crores on physical infrastructure and the balance Rs.1.03 Crores on intangible asset addition.

6. Liquidity:

The Company maintains a comfortable cash balances to meet its strategic objectives. The liquid assets stood at Rs. 544.53 Crores at the end of the year against Rs. 177.07 Crores in the previous year. The Company''s cash balance as on March 31,2023 was Rs. 214.78 Crores.

7. Share Capital:

At the end of the current financial year, the Company''s paid-up Equity Share Capital stood at Rs. 11,19,67,938/-consisting of 5,59,83,969 fully paid-up equity shares of Rs. 2/- each.

8. Net worth:

As of March 31, 2023, the Company''s net worth stood at Rs. 1,167.08 Crores against Rs. 574.51 Crores at the end of the previous financial year.

9. Dividend:

The Company has paid a final dividend of Rs. 3.5/- per equity share amounting to INR 18.16 Cr. for FY 2021-22, which was approved by the shareholders in the last AGM held on September 06, 2022.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company. The weblink for the same is https://www.datapatternsindia. com/investors/files/Dividend_Distribution_Policy.pdf

10. Transfer to Reserve:

As permitted under the Companies Act, 2013, the Board of Directors do not propose to transfer any sum to the General Reserve in FY 2022-23.

11. Directors and Key Management Personnel (KMP):

Ms. Sabitha Rao, (DIN: 06908122) Independent Director, ceased to be Director with effect from December 31, 2022 due to her sad demise. The Board of Directors is thankful to her and appreciates her for the services rendered by her.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has appointed Ms. Anuradha Sharma, (DIN: 01965605) as Independent Director during the year with effect from January 28, 2023.

In the opinion of the Board, the independent director appointed during the year possess requisite integrity, expertise, experience and proficiency.

Ms. Manvi Bhasin, Company Secretary and Compliance Officer (KMP), resigned from the said position effective May 13, 2023. The Board of Directors appreciates her for the services rendered by her to the Company.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Prakash R, as Company Secretary and Compliance Officer (KMP) with effect from May 13, 2023.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Mr. Mathew Cyriac (DIN: 01903606) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board recommends the appointment/reappointment of above Directors for your approval.

Brief details of the Director proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided as part of the Notice of Annual General Meeting.

12. Subsidiaries and Branches:

The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated Financial Statements, which shall form a part of this Annual Report. Further the requirement to provide salient features, performance and financial position of the subsidiaries in the Form AOC I is not applicable to the Company. The Company has branch offices at Bengaluru, Hyderabad, New Delhi and Thiruvananthapuram.

13. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2023, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/agm.php

14. Number of Meetings of the Board:

The Board met 5 (Five) times during the financial year ended March 31, 2023. The said meetings were held on April 19, 2022; May 23, 2022; August 02, 2022; October 31, 2022 and January 28, 2023.

15. Corporate Governance and Management Discussion and Analysis Report:

In compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

16. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, the requirement of submitting a Business Responsibility Report was discontinued after the financial year 2021-22 and thereafter, with effect from the financial year 2022-23, the top one thousand listed entities based on market capitalisation as at the end of respective financial year shall submit a Business Responsibility and Sustainability Report (''BRSR''). Accordingly, the said BRSR describing the initiatives taken by the Company from Environment Social and Governance (ESG) perspective as required in terms of the above provisions, separately forms part of this Annual Report.

17. Declaration given by Independent Directors:

18. Policy on Directors'' appointment and remuneration:

The Company has a policy in place on Directors'' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. There has been no change in this policy since the last financial year. The policy is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/files/ Remuneration_of_the_Directors_Key_Managerial_ Personnel_and_other_employees.pdf

19. Particulars of loans, guarantees, or investments:

The Company has neigther given any loan to any person, nor provided any guarantee or security to any other body corporate, or person in connection with a loan, during the financial year which attacts the provisions of section 186 of the Companies Act, 2013. It has not acquired through subscription, purchase, or otherwise the securities of any other body corporate.

20. Particulars of contracts or arrangements with related parties:

None of the Directors, apart from receiving director''s sitting fees/remuneration, have any material pecuniary relationship or transactions with the Company.

21. Material changes and commitments, if any, affecting the financial position of the Company:

22. Transfer to Investor Education and Protection Fund (âIEPF"):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPFâ), constituted by the Central Government. Further, according to the Rules, the shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

23. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

A) Conservation of energy:

i. Steps that impact energy conservation:

â¢ All old CFL lamps used in the Company are being replaced by energy efficient LED lights in stages.

â¢ Motion sensors installation is being tried out in a couple of areas and we intend to implement soon in other areas

â¢ We have installed VRF AC systems in all cabins of new building which are energy efficient.

â¢ We have installed CFD drives for the chilled water AHUs by which we save about 20 - 25% of energy.

ii. Steps taken to utilize alternative energy sources:

The Company have installed Solar Power System on the roof of our new building with a capacity of about 30 kW. On an average we generate about 1900 kWH per day.

iii. Capital investment on energy conservation equipment:

The Company has invested Rs.2.12 Cr for installation of Solar Power System on the roof of our new building.

(B) Research & development and technology absorption:

A separate section on highlights of the year forms part of this Annual Report.

Foreign exchange earned during the year in terms of actual inflows was Rs.68.14 Cr. (Previous year - Rs. 37.75 Cr.) whereas foreign exchange outgo during the year in terms of actual outflows was Rs.212.36 Cr. (Previous year - Rs. 82.86 Cr.).

The current year''s inflows and outflows are regarding the movement of funds into and outside India in foreign currency against export and import of goods respectively in the normal course of the business.

24. Risk management:

Company''s Risk Management Framework is designed to help the organization, which meet its objective through alignment of operating controls to the mission and vision of the Company. The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Company''s business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework, institutionalized, strives to ensure a holistic, mutually exclusive and collectively exhaustive allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, cyber security, etc. Using this framework, we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

The Company is committed to effectively managing its operational, financial and other risks to achieve a balance between acceptable levels of risk and reward. The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.

The scope of the ERM Policy covers risks across all levels of the organization, considering the internal and external context. The Enterprise Risk Management of the Company includes:

Risk Management framework which comprises of:

a) Identifying and assessing a broad array of internal and external risks that could adversely impact the

achievement of organizational goals and objectives in a structured manner.

b) Ensuring appropriate ownership and accountability of risks.

c) Developing and implementing appropriate risk mitigation and monitoring plans by risk owners including systems and processes for internal control of identified risks and business continuity plans.

d) Establishing a program structure that engages functional leaders across Company to identify and prioritize risks consistent with the Risk tolerances.

e) Providing senior leadership / Board with key timely information to make risk-informed decisions.

f) Providing reasonable assurance with respect to organization''s ability to achieve its strategic and business objectives.

Risk Management in the Company includes identification, assessing, monitoring and mitigating various risks through a process that comprehensively evolved over the years.

Regular communication and the review of risk management practice provides the Company with important checks and balances to ensure the efficacy of its risk management program.

Over the last few years, the Company has developed comprehensive internal financial control processes and procedures that could effectively mitigate the overall organizational risks.

25. Adequacy of internal financial controls:

Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Companies for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies safeguarding of its assets, prevention and detection of errors and frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

Your Company has put in place the required internal control systems and processes commensurate with its size and scale of operations. This ensures that all transactions are authorized, recorded, and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls. The internal financial controls are adequate and operating effectively.

During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditor''s Report.

26. Corporate social responsibility:

built with constructive engagement which enhances the economic, social and cultural wellbeing of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Corporate Social Responsibility (''CSR'') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013.

Details of the composition of the Committee, meetings held, attendance etc. along with policy developed and implemented by the Company as part of its CSR programme and other initiatives taken during the year are given in Annexure 1 as required under Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

i) Clean Coonoor Project:

This funding is towards one of our CSR objectives -ensuring environmental sustainability, ecological balance, protection of flora and fauna.

Solid Waste Management as a Public Private Partnership between Coonoor Municipality & Clean Coonoor

Objectives:

â¢ Safe Disposal of all waste generated in Coonoor by organized segregation and collection

â¢ Redressal of all waste littered and dumped

â¢ Creation of awareness among the households

â¢ Prevent soil erosion and landslides during heavy rains in the long run

The ultimate goal of the Partnership is, "Zero Waste -defined as the conservation of all resources by means of responsible production, consumption, reuse, and recovery of products, packaging and materials without burning and with no discharges to land, water or air that threaten the environment or human healthâ.

The need for a comprehensive Solid Waste Management Plan on a programmatic basis, was based on two main observations made during the many cleanups organised by Clean Coonoor-

That even though the municipality had a system of daily garbage collection in place catering to a population of 45,494 individuals living in 12,772 households, 30% of the trash generated on a daily basis still went uncollected and ended up being dumped at road margins, forest fringes, waterbodies, and such, and

Disposal of the waste collected, which was subjected to open-dumping at the 12.35 acre municipal dumpsite at Ottupattarai.

Environmental hazards such as spontaneous fires, foul odours, and leachate entering the soil and water sources, soon led to legal implications, and the ''Green Tribunal'' soon intervened and issued instructions to the municipality to clear up all the accumulated waste, and prevent further buildup of the same.

ii) Jayam Trust:

This funding is towards one of our CSR objectives -promoting education, including special education and employment enhancing vocation skills especially among children.

Jayam Special School is providing Special Education and Therapeutic rehabilitation services for children with Intellectual Disability, Autism Spectrum Disorder and Specific Learning Disability, since 2011.

At present, they are providing day care center for 100 students with special needs (including 72 boys and 28 girls) and residential care facility for 20 boys. The age group of students ranges from 4 years to 26 years and all students belong to lower socio-economic background. The school has admitted till date 450 students and around 15% of students have joined the mainstream schools with the support of special and remedial education services.

They are the one and only Special School under Intellectual Disability Category in Thiruvallur District and got the recognition in the year 2016 under State Board Syllabus to follow SSLC Exams. They also provide Special Education, Vocational Training, Therapy services and Special Olympic program, Yoga, Computer Training, Counselling services, Remedial education for children with special needs.

Presently, they are located at Padi, Chennai in a limited space (2400 sq. ft. approx., spread across G 2 floors) rented old building accommodating 120 students. To fulfill the dream of accommodating students in their own premises and to accommodate additionally 80 students, they bought a land at Ayappakkam, Chennai, and constructing a building (5600 sq. ft.) at an estimated cost of Rs. 150 lakhs.

iii) Bharat Kalachar:

This funding is towards one of our CSR objectives-promotion and development of traditional arts and handicrafts.

Founded by Mr YG Parthasarathi and his wife Padma Shri Mrs. YGP as she is fondly remembered, Bharat Kalachar Chennai gives awards to outstanding persons in the field of vocal, violin, Bharatanatyam, fine arts, kuchipudi, veena, flute & nadaswaram, Drama; encourages and trains talented children. Gives children from backward socio-economic status the opportunity to perform on stage including visually impaired children. Give scholarships to exceptionally talented children to pursue their art.

Conducts arts festival every year during the Tamil month of Margazhi and during Pongal (Dec/Jan)

iv) Akhila Bharatha Mahila Seva Samaja (ABMSS):

Akila Bharatha Mahila Seva Samaja (ABMSS) was set up in the year 1993 in Bangalore to promote the social causes of child and people welfare. Over the years, the organization has morphed from a catalyst, supporter, promoter, and sponsor for many causes. Since 2013, the organization went on to add cleft work as its flagship programme. At ABMSS,

the surgeries funded are assessed, outcome measured, cost controlled and safety is given paramount importance. More importantly, the children (patients / beneficiaries) are counseled through their journey of change.

Holistic treatment and rehabilitation of children with cleft palate.

The amount donated by Data Patterns was utilized to perform correctional surgery on 33 children between the ages 0-15.

Awareness camp for identifying cleft patients

To maximize the positive impact in the lives of the cleft children, ABMSS strives to create knowledge and acceptance among general public. For this reason, ABMSS conducts its cleft awareness camps in the rural pockets as well as in urban slums of India. Its Project animators go far flung places, meet with the Anganwadi workers, ASHA Health workers, conduct awareness programmes in schools with the help of RBSK and SSA, public places to educate people about the cleft condition and tell them about our free cleft surgery services.

Outreach Mission for Inaccessible Cleft Patients

ABMSS mission is design to aim to provide much-needed support and medical assistance to individuals who are unable to access cleft treatment due to various barriers. These missions typically involves traveling to remote areas or underserved communities and setting up medical camps where patients can receive cleft surgeries, and other related treatments. The outreach mission also focuses on educating local communities about cleft lip and palate and raising awareness about the importance of early intervention and treatment. Through this initiative, ABMSS pivot to ensure that no cleft child is left behind in their journey towards a healthy and promising life.

v) Skill Development:

The Company provides Skill development training to apprentices under Apprentice Act, 1961 and National Employability Enhancement Mission. Ministry of Corporate Affairs vide office memorandum dated 12/2/2016, has permitted to utilize the CSR funds for the Apprenticeship training which includes expenditure on basic training and stipend paid to apprentices. During the financial year the Company has spent an amount of Rs.2.22 Cr. on the above trainings. Out of the said amount the Company is considering an amount of Rs.1.03 Cr under CSR expenses.

27. Composition and recommendation of the audit committee:

i. Mr. Sowmyan Ramakrishnan, Chairman

ii. Mr. Prasad Raghava Menon, Member

iii. Dr. Sastry Venkata Rama Vadlamani, Member

iv. Ms. Sabitha Rao, Member (Ceased to be a member with effect from December 31,2022)

v. Ms. Anuradha Sharma (Appointed as a member of the Committee with effect from April 17, 2023)

During the year, the Board accepted all recommendations of the Audit Committee.

28. Code of Conduct:

The Company has in place Code of Conduct for its Board of Directors and Senior Management Personnel in addition to the Business Conduct Policy of the Company. A copy of the Code of Conduct is available on the website of the Company. The weblink for the same is https:// www.datapatternsindia.com/investors/files/Code of Conduct for Directors and Senior Management.pdf. The compliance of the Code of Conduct have been affirmed by the Directors and Senior Management Personnel annually.

A declaration on confirmation of compliance of the Code of Conduct, signed by the Company''s Chairman and Managing Director is published in this Annual Report.

29. Vigil mechanism (Whistle Blower Policy):

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees and also nominated Ms. Rekha Murthy Rangarajan, Whole Time Director of the Company, to play the role of Grievances Officer for the purpose of vigil mechanism to whom other Directors and Employees may report their concerns, in terms of Rule 7(3) of Companies (Meeting of Board and its Powers) Rules, 2014. There were no complaints/grievances received during the financial year under consideration.

The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/ files/Whistle Blower Policy.pdf

30. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

There were no applications made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

31. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions:

There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

32. Directors'' responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the

Company''s state of affairs at the end of the financial year, and it''s profit and loss for that period;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company has laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

33. Board evaluation:

Under the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors of the Company, in their meeting held on May 13, 2023, evaluated its performance, that of its committees and Individual Directors, including Independent Directors. No Director participated in his/her own evaluation. The Independent Directors reviewed the Non-Independent Directors, Chairman, and the Board at a separate meeting of Independent Directors held on March 27, 2023. The Board of Directors was evaluated on various criteria, including attendance, participation in Board meetings, involvement by providing advice, guidance, suggestions on the business front, and the willingness and commitment to devote the time necessary to fulfil his/her duties.

The Independent Directors were also evaluated based on the performance, professional conduct, roles, and duties as specified in Schedule IV of the Companies Act, 2013, and based on the fulfilment of the Independent Director criteria as specified in Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board evaluation was based on composition and statutory compliance, understanding business risks, adherence to process and procedures, overseeing management procedures for enforcing code of conduct, ensuring various policies, including the Whistle Blower Policy, were in force. The Board of Directors is of the opinion that the Independent Directors possess integrity, expertise, and experience, including proficiency.

34. Criteria for making payment to Non-Executive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to Non-Executive Directors:

â¢ Company performance.

â¢ Maintaining independence and adhering to Corporate Governance laws.

â¢ Contributions during meetings and guidance to the Board on important Company policy matters.

â¢ Active participation in strategic decision-making and informal interaction with the management.

There was no payment made to Non-Executive Directors apart from the sitting fees paid for attending Board and Committee meetings.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors has proposed payment of commission to Non-Executive Directors from the financial year 2023-24. The said proposal forms part of the Notice of 25^th Annual General Meeting for the approval of shareholders.

35. Familiarization programme:

36. Policy for determining material subsidiaries:

37. Particulars of employees:

38. Public deposits:

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

39. Statutory Auditors:

R.G.N. Price & Co, (FRN No:002785S) Chartered Accountants, was re-appointed as the auditors of the company in the 21^stAnnual General Meeting to hold the office from the Financial Year 2019-20 to 2022-23 till the conclusion of the 25^thAnnual General Meeting. R.G.N. Price & Co. has completed 10 years with the Company as Statutory Auditors.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, and based on the recommendations made by the Members of Audit Committee, the Board of Directors at their meeting held on May 13, 2023, considered and recommended to the Members of the Company, for their approval, the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company.

The report issued by the Statutory Auditors to the members for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark, or disclaimer.

40. Internal Auditors:

M/s. QED Corporate Advisors LLP, Chartered Accountants, is the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s QED Corporate Advisors LLP, Chartered Accountants, carried out the internal audit of the Company for FY 2022-23. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

41. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed CS A Mohan Kumar, Practising Company Secretary (COP No. 19145) as the Secretarial Auditor of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by CS A Mohan Kumar, Practising Company Secretary is annexed and forms a part of this Report in Annexure-3.

The response to the observations provided in paragraph 3 at Page 49 of the secretarial audit report are as follows:

The Company has made the prior intimation to the Stock Exchanges by considering 5 days instead of 5 clear days. The said delay was inadvertent and a one-time event. The Company has paid the fine and complied. On another instant of delay the Company has filed the disclosure in line with the earlier provisions of Regulation 23 (9) of SEBI (LODR) Regulations, 2015. This timeline was reduced from 30 days to 15 days effective from 01 April 2022, which inadvertently skipped the notice of the Company. The Company has paid the fine and complied.

42. Cost Record and Cost Auditors:

The Company has appointed CMA G. Sundaresan, (FRN. No. 101136) Practicing Cost Accountant to conduct audit of cost records of the Company for the year ended March 31, 2023. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

The Board of Directors has re-appointed CMA G. Sundaresan, Practicing Cost Accountant, (FRN.No. 101136) as Cost Auditor of the Company for a period of 3 years from financial year 2023-24 to 2025-26, at such remuneration as may be determined by the Board of Directors of the Company

(including its committees thereof) and recommended the same to the Shareholders for approval in the 25^th Annual General Meeting.

The Cost Auditors'' Report of FY 2021-22 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

43. Secretarial Standards:

44. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013:

45. Significant and material orders passed by the regulators, courts or tribunals:

There are no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or Company''s operations in the future. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

46. Human potential:

The Company has increased its manpower bandwidth in line with the business needs. As on March 31, 2023, the company''s employee strength stood at 1130 as compared to 886 as at the end of previous year, which accounts for 27% increase during the year. The Company managed the attrition rate effectively during the year. The attrition rate at the end of current financial year was 9.5% as against 14% as at the end of previous year, which is a reduction of 4.5%.

There are more than 150 employees serving the Company for longer than 10 years. The profile of employees are as follows:

The Company aims at recruiting talent, facilitating their integration into the Company, encouraging the development of skillsets and creating a mutually beneficial relationship to support performance and growth.

During the year the employees of the Company have spent

44,814.5 Man hours under various training programme including functional, soft skills, technical, process, induction and on the job training. The training covers all the functions such as Design and Engineering, Manufacturing and Support.

47. Process & Quality:

48. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013:

received regarding sexual harassment. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2022-23.

49. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2022-23 to both National Stock Exchange of India Limited and BSE Limited.

50. Acknowledgments:

The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.

Mar 31, 2022

Your Directors present herewith the 24th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2022.

1. FINANCIAL PERFORMANCE:

The audited financial statements of the Company as on 31st March, 2022 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act"). The summarized financial highlights are depicted below:

Particulars	For the year ended 31st March 2022	For the year ended 31st March 2021
I. Revenue from Operations	310.85	223.95
II. Other Income	3.96	2.60
III. Total Income	314.81	226.55
IV. Expenses:
a) Cost of materials consumed	91.59	62.97
b) Changes in inventories of finished goods, work in progress and stock-in-trade	(5.52)	7.44
c) Employee benefits expenses	62.35	48.42
d) Finance cost	10.99	14.50
e) Depreciation / Amortization	6.63	5.57
f) Other expenses	21.39	13.13
Total Expenses	187.43	152.03
V. Profit before tax	127.38	74.52
VI. Tax expense:
a) Income Tax	32.93	18.91
b) Tax pertaining to earlier years	1.36	-
c) Deferred Tax	(0.88)	0.05
VII. Profit(Loss)for the period	93.97	55.56
VIII. Other Comprehensive Income
Re-measurement Gain / (Loss) on Defined Benefit Obligations	(1.54)	(1.28)
Income tax on above	0.39	0.32
Other Comprehensive Income/(Loss) for the year	(1.15)	(0.96)
IX. Total Comprehensive Income for the year	92.82	54.60
X. Earnings per equity share of Rs 2 each fully paid
Basic and diluted (In INR)	19.48	11.90

growth during the year. Radar and Electronic warfare products contributed to Rs. 152 Cr revenue. Your Company successfully completed the Factory Acceptance Test of Data Patterns developed first Precision Approach Radar in FY 2021-22.

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2021-22 were INR 169.81 Crores, an increase of 28.7% over the previous year figure of INR 131.96 Crores. The percentage of Operating and administrative expenses to total revenue recorded a decrease of 4.3%, from 58.2% in FY 2020-21 to 53.9% in FY 2021-22 contributing to better Operating Margin.

2. PERFORMANCE HIGHLIGHTS:

The key aspects of your Company''s performance during the financial year 2021-22 are as follows:

a) Revenue:

Total revenue of your Company for FY 2021-22 stood at INR 314.81 Crores as against INR 226.55 Crores for FY 2020-21 marking an increase of 38.9%. Your Company achieved this revenue growth despite the supply chain challenges due to Covid pandemic.

This revenue growth was contributed by increase in Order inflow of both development and production orders and timely execution of the same. Revenue from all product categories showed a good

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2021-22 were INR 6.63 Crores, an increase of 19% over the previous years figure of INR 5.57 Crores, mainly on account of addition to Plant & machinery and computers.

d) Finance costs

Finance costs reduced by 24.2% in FY 2021-22 (INR 10.99 Crores as against Rs. 14.50 Crores in FY 2020-21), mainly due to reduced borrowing on account of better working capital management. All the loans were repaid out of IPO proceeds and your Company is net zero debt Company now.

3. DIVIDEND:

The Board of Directors of your Company, after considering the relevant circumstances holistically, has recommended a dividend of INR 3.50 per equity share of Rs. 2 each fully paid as final dividend for the year under review. The dividend, if approved by the members in the ensuring Annual General Meeting, will be paid as per the provisions of the Companies Act 2013.

4. COVID-19 PANDEMIC:

The global economy was badly impacted by second wave of Covid 19 in the first quarter of the financial year 2021-22. While the Delta variant was reasonably settling down in the second quarter, emergence of Omicron variant in the third quarter threw sudden restrictions on mobility and slow down in the economic activities. The year 2021-22 was characterized by never before high inflation. Semi conductor shortage and availability of transports for bringing the material remained a big challenge. Your Company managed the situation well and achieved the targets in FY 2021-22.

5. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes, which have occurred between the end of financial year of the company and the date of this report.

6. KEY DEVELOPMENTS:

a. Year 2021-22 was a historical year for your Company. Equity shares of your Company got listed in leading Indian Stock Exchanges on 24th December, 2021 through an Initial Public Offer. Entire process of IPO was successfully completed in less than 5 months. Total issue size was Rs. 648.22 Cr. Company raised Rs. 300 Cr from out of Private Placement of shares (Rs. 60 Cr) and IPO (Rs. 240 Cr). Rs. 348.22 Cr was offer for sale by the existing Shareholders. The funds raised through the process are earmarked for specific purposes as declared in the offer documents.

The subscription was open between December 14, 2021 and December 16, 2021. The IPO was subscribed 119.6 times. The issue was priced at Rs. 585 per equity share of Rs. 2 each. Your Directors were overwhelmed with the kind of market response to the Company''s IPO and would like to place on record their sincere thanks to all the subscribers for reposing trust and confidence in Data Patterns.

b. Your Company decided to augment its production and testing infrastructure by adding another 1 lac sq.ft of building and the required manufacturing and testing equipment &

machinery. Overall project cost is estimated at around Rs. 70 to Rs. 80 Cr. The building construction was started in June 2021 and is expected to be completed by Q3 of the current financial year (2022-23). Required plant and equipment are being bought on need basis and the project is expected to be completed before end of FY 2022-23.

c. Your Company is now a net zero debt company.

d. 100th unit of Radar Processor was supplied to a foreign customer in March 2022.

7. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

8. SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE:

Your Company has no subsidiaries.

9. FINANCIAL STATEMENTS

In accordance with the Ministry of Corporate Affairs ("MCA") circular dated January 13, 2021 read with circulars dated April 08, 2020, April 13, 2020 and May 5, 2020, the Annual Report 202021 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including financial statements, Directors'' Report is being sent only via email to all shareholders who have provided their email address(es).

The Annual Report along with the Financial Statements are also available on the website of the Company and can be accessed at http://www. datapatternsindia.com.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Mathew Cyriac was appointed as a Nominee Director representing M/S. Florintree Capital Partners LLP in June 2021.

Mr. S. Ramakrishnan, Mr. Prasad R. Menon, Ms. Sabitha Rao and Dr. VVR Sastry were appointed as independent directors of the Company on September 10, 2021 to hold office for a period of 5 years.

Mr. Vijay Ananth K, Chief Operating Officer of the Company was inducted into the Board as Additional Director on 08th February, 2022 and his term of appointment was regularized as Executive, Whole-time Director in the Extra-ordinary general meeting held on 06th May, 2022.

Ms. Manvi Bhasin was appointed as Company Secretary cum Compliance Officer in July 2021 and Mr. V Venkata Subramanian, GM-Finance of the Company was appointed as Chief Financial Officer of the Company in September, 2021.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Mr. S. Rangarajan (DIN: 00643456) and Ms. Rekha Murthy Rangarajan (DIN: 00647472) retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Board recommends the appointment/reappointment of above Directors for your approval.

Brief details of Directors proposed to be appointed/re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided as part of the Notice of Annual General Meeting.

Independent Directors and their Meeting

Your Company has appointed 4 Independent Directors effective from September 10, 2021. Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1 )(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

For the financial year 2021-22 the Independent Directors held a meeting on August 01, 2022 without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole; taking into account the views of Executive Directors and Non-Executive Directors, assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review the Non- Executive Directors received the sitting fees from the Company for attending the Board and Committee Meetings. The amount received by the Non- Executive Directors is as follows:

S. No.	Name of the Director	Category of Director	Sitting fees received during F.Y. 2021-22 (INR)
1.	Mr. Mathew Cyriac	Nominee Director	6,05,000
2.	Mr. S. Ramakrishnan	Independent Director	6,05,000
3.	Mr. Prasad R. Menon	Independent Director	6,05,000
4.	Ms. Sabitha Rao	Independent Director	6,08,000
5.	Dr. VVR Sastry	Independent Director	6,05,000

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) read with sub-section (5)

of Section 134 of the Companies Act, 2013, the Board of Directors,

to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statement have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

12. BOARD EVALUATION:

As the Independent Directors were appointed in September 2021 and since one year has not passed since their appointment, the Company is yet to evaluate the performance of the Independent Directors.

13. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www. datapatternsindia.com.

14. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

According to Companies Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Companies for ensuring the orderly and efficient conduct of its business including adherence to Company''s policies safeguarding of its assets, prevention and detection of errors and frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

The Directors are responsible for laying down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. As per Section 134(5) (e) of the Companies Act, 2013, the Director''s Responsibility Statement shall state the same.

Your Company has put in place the required internal control systems and processes commensurate with its size and scale of operations. During the year under review your Company carried out a separate audit on IFC, in addition to the internal audit.

The IFC auditors independently evaluated the adequacy and adherence of IFC and certified the same.

15. RISK MANAGEMENT:

Your Company is now within top 1,000 listed entities based on the market capitalization as on 31st March 2022.

Company''s Risk Management Framework is designed to help the organization, which meet its objective through alignment of operating controls to the mission and vision of the Group. The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Company''s business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework, institutionalized, strives to ensure a holistic, mutually exclusive and collectively exhaustive allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, cyber security, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

16. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31st March, 2022 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is posted at Company''s website www.datapatterns.co.in

17. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the "Act"). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable to the Company and hence does not form part of this report.

18. AUDITORS:

Statutory Auditors:

R.G.N. Price & Co, (FRN No:002785S) Chartered Accountant firm, was re-appointed as the auditors of the company in the 21st Annual General Meeting to hold the office for the period of 5 consecutive years i.e. from the Financial Year 2019-20 to 2022-23 till the conclusion of the 25th Annual General Meeting.

Cost Auditors:

Your Company has appointed CMA G. Sundaresan for Cost Audit to conduct audit of cost records of the Company for the year ended 31st March, 2022. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, CS A Mohan Kumar, Practising Company Secretary, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2021-22 is forming part of this report as Annexure - A.

19. AWARDS, CERTIFICATIONS AND ACCREDITATIONS:

Your Company continues to be certified under AS9100 and ISMS having successfully completed the surveillance audits.

20. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices, a Certificate from practicing Company Secretary regarding compliance of mandatory requirements thereof are given as an annexure to this report. In compliance with Corporate Governance requirements as per the Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report

22. SUSTAINABILITY & CORPORATE SOCIAL RESPONSIBILITY (S & CSR):

The Company has constituted Corporate Social Responsibility ("CSR") Committee as per Section 135 of Companies Act 2013 and also formulated its CSR Policy in alignment with Schedule VII of the Companies Act, 2013. The said CSR Policy is also available on the website of the Company i.e. https://www.datapatternsindia. com/.

Our CSR Philosophy:

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

^ Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

^ No Specific investment has been made in reduction in energy consumption. However, the Company is planning to install solar power system in the financial year 2022-23.

^ As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

^ Foreign Exchange Earnings- 37.75 Crores

^ Foreign Exchange Outgo - 98.65 Crores

H. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - B. The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

J. OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP or any other scheme.

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

K. POLICIES

During the year under review, the Board of Directors of the Company has formulated/reviewed changes in Sustainability and Corporate Social Responsibility policy; Nomination and

We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural wellbeing of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

23. DISCLOSURES:

A. NUMBER OF BOARD MEETINGS:

During the Financial Year 2021-22, the Board of Directors have met for 13 times i.e., on 05.04.2021,31.05.2021,04.06.2021,21.06.2021,

16.07.2021, 11.08.2021, 12.08.2021, 02.09.2021, 03.09.2021,

15.09.2021, 29.10.2021, 16.11.2021 and 08.02.2022.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Secretarial Auditor Report and forms part of this report.

C. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at www. datapatternsindia.com

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees and also nominated Mrs. Rekha Murthy Rangarajan, Whole Time Director of the Company, to play the role of Grievances Officer for the purpose of vigil mechanism to whom other Directors and Employees may report their concerns, in terms of Rule 7(3) of Companies (Meeting of Board and its Powers) Rules, 2014. There were no complaints/grievances received during the financial year under consideration.

The said mechanism is also placed at the website of the Company i.e., https://www.datapatternsindia.com/.

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has complied with the provisions of Section 186 of Companies Act, 2013 in relation to Loans, Investments & Guarantees given by the Company during the Financial Year under review.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of

Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at www.datapatternsindia.com.

L. INSURANCE

Your Company has taken appropriate insurance for all assets as per general industry practice.

25. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department

of Government of India and other State Governments, Banks, financial institutions, Company''s Auditors, and all stakeholders. The Directors would also like to express great appreciation for the commitment and contribution of its employees.

Your Directors also wants to place their special thanks to the entire team of professionals like, Merchant Bankers, Auditors, Lawyers, Company Secretaries, Stock Exchanges, Regulators and all other professionals involved in the process of listing of Company''s shares. The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.

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