Directors Report of DC Infotech and Communication Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Seventh Annual Report on
business and operations along with the Audited Financial Statements for the year
ended March 31,2025.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are:

(Amount Rs. in Lacs)

Particulars	March 31,2025	March 31,2024
Revenue from Operations and Other Income	55,719.00	46,065.79
Less: Expenses	53,716.08	44,502.18
Profit Before Tax	2,002.92	1,563.61
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Less: Tax Expenses	552.95	402.64
Profit after Tax	1,449.97	1,160.96
Balance brought forward	2,673.76	1,512.80
Amount available for Appropriation,
Add: Share Premium Account	1,199.20	680.00
Less: Share Premium transferred to Equity Share Capital for Bonus	-	-
Less: Dividend Paid	-	-
Less: Dividend Distribution Tax Paid	-	-
Balance carried to Balance Sheet	5,322.93	3,353.76
Earnings per Share (Basic)	10.72	9.51
Earnings per Share (Diluted)	9.30	9.39

STATE OF COMPANY’S AFFAIRS

The year gone by has been really
profitable. The Company''s total
revenue increased to Rs. 55,719.00
Lacs as compared to Rs. 46,065.79
Lacs in the previous year marking an
increase by Rs. 9,653.21 Lacs.

The Company''s Net Profit after Tax
stood at Rs. 1 ,449.97 Lacs as
compared to Rs. 1,160.96 Lacs in the
previous year registering an increase of
by Rs. 289.01 Lacs.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

In order to conserve the financial
resources for the further growth and
aiding the financial resources, your
directors have decided not to
recommend any dividend for the
financial year ended 31^st March, 2025.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of
the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 ("SEBI LODR Regulations"), the
Board of Directors of the Company has
adopted a Dividend Distribution Policy
("Policy") which endeavors for fairness,
consistency and sustainability while
distributing profits to the shareholders.
The Policy can be accessed on the
website of the Company at
https://dcinfotech.com/investor-
relationship.php.

TRANSFER OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND

The provisions of Section 125(2) of the
Companies Act, 201 3, do not apply as
there was no dividend which were
unclaimed or unpaid since last seven
years.

TRANSFER TO RESERVES

Your directors do not propose to
transfer any amount to reserves during
the year under review.

SHARE CAPITAL

Authorised Share Capital:

The Authorized Share Capital of the
Company as on March 31, 2025 is Rs.

17,00,00,000 divided into 1,70,00,000
Equity Shares of Rs. 10/- each.

Issued and Paid up Share Capital and
Warrants:

The Company has issued 4,00,000
Fully Convertible Warrants on

preferential basis at an issue price of
Rs. 235/- each (Rupees Two Hundred
Thirty-Five only) aggregating to

Rs.9,40,00,000 (Rupees Nine Crore
Forty Lakhs only) on 13th August 2024.

The Company has converted 5,00,000
and 6,80,000 warrant into equity
shares being 100% funds received by
warrant holders on September 17,
2024 and November 14, 2024

respectively.

With the above change, the paid-up
share capital of the Company as on
March 31, 2025, stands at Rs.

14,18,00,000/- having 1,41,80,000
Equity shares of Rs. 10/- each.

ANNUAL RETURN

In terms of Section 92(3) and section
134(3)(a) of the Companies Act, 2013
read with Rule 12 of the Companies
(Management and Administration)
Rules, 2014, the Annual Return as on
March 31, 2025 is available on the
Company''s website on

https://www.dcinfotech.com/investor-
relationship.php.

DEPOSITORY SYSTEM

The Company has entered into an
agreement with the National Securities
Depository Limited (NSDL) as well as
the Central Depository Services (India)
Limited (CDSL) to enable shareholders
to hold shares in dematerialized form.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board consists of Executive and
Non-executive Directors including
Independent Directors along with Key
Managerial Personnel who have vast
experience in the core business activity
of the Company. The composition of the
Board is in consonance with norm
specified in the SEBI Regulations with
the Stock Exchange.

During the year there have been no
change in directorship of the Company.

During the year the company has
reappointed following Executive and
Independent Directors:

• Re-appointment of Mrs. Lipee Varun
Vasani (DIN: 08521484) as an
Independent Director of the Company
for a second term of 5 years.

• Re-appointment of Mrs. Sneha Pratik
Satyuga (DIN: 08456107) as an
Independent Director of the Company
for a second term of 5 years.

• Re-appointment of Mr. Devendra

Kishorkumar Sayani (DIN:

06731484) as a Whole-time Director.

• Re-appointment of Mr. Chetankumar
Hasmukhlal Timbadia (DIN:
06731478) as the Managing
Director.

Retirement of Directors

In accordance with the provisions of
Section 152 of the Companies Act,
201 3, Mr. Jayeshkumar Kishorekumar
Sayani (DIN 08332277) director of the
Company is liable to retire by rotation
at the ensuing Annual General Meeting
(AGM) and being eligible offers himself
for re-appointment at the ensuing
AGM. Appropriate resolution for his re¬
appointment is being placed for
approval by the Shareholders of the
Company at the ensuing AGM.

Key Managerial Personnel

Further, during the year under review,
there is no change in the key
managerial personnel of the Company
and Mr. Chetankumar Hasmukhlal
Timbadia-Managing Director, Mr.
Devendra Kishorkumar Sayani-Whole-
Time Director, Mr. Bhavesh Singh-Chief
Compliance Officer and Company
Secretary and Mr. Piyush Shah-Chief
Financial Officer are key managerial
personnel of the Company.

Pursuant to sub-section (7) of Section
149 of the Companies Act, 2013 read
with the rules made thereunder, all the
Independent Directors of the Company
have given the declaration that they
meet the criteria of independence as
laid down in sub-section (6) of section
149 of the Act and Regulation 16(b) of
the SEBI LODR Regulations.

The Board is of the opinion that all
Independent Directors of the Company
possess requisite qualifications,
experience, and expertise and they hold
the highest standards of integrity.

BOARD MEETINGS

During the year, Eight Meetings of
Board of Directors were convened and
held and details of which are given in
the Corporate Governance Report. The
intervening gap between the Meetings
was within the period prescribed under
the Companies Act, 2013 and SEBI
LODR Regulations.

Also, pursuant to provisions of part VII
of the Schedule IV of the Companies
Act, 201 3 and regulation 25 of the SEBI
LODR Regulations, a Separate Meeting
of Independent Directors was held on
February 1 3, 2025, for transacting the
business prescribed under the said
provisions.

AUDIT COMMITTEE

Pursuant to Section 1 77 of the
Companies Act, 201 3 read with the
rules made thereunder and regulation
18 of the SEBI LODR Regulations, the
Board of Directors has duly constituted
Audit Committee.

The detailed terms of reference,
constitution and other relevant details
of Audit Committee have been given in
the Corporate Governance Report
forming part of this Report. During the
year, all the recommendations of the
Audit Committee were accepted by the
Board.

Further, in terms of section 177(8) of
the Companies Act, 2013, there were
no such instances where the Board of
Directors have not accepted the
recommendations of the Audit
Committee during the 2024-25.

NOMINATION AND REMUNERATION
COMMITTEE

Pursuant to Section 1 78 of the
Companies Act, 2013 read with the
rules made thereunder and regulation
19 of the SEBI LODR Regulations, the
Board of Directors has duly constituted
Nomination and Remuneration
Committee.

The Board of Directors, on the
recommendations of the Nomination
and Remuneration Committee, has put
in place a Nomination and
Remuneration Policy of the Company.
The detailed terms of reference,
constitution and other relevant details
of Nomination and Remuneration
Committee have been given in the
Corporate Governance Report forming
part of this Report.

The Company''s remuneration policy is
driven by the success and performance
of the individual employees, senior
management, Executive Directors of the
Company and other relevant factors
including the following criteria:

a) The level and composition of
remuneration is reasonable and
sufficient to attract, retain and
motivate Directors and employees.

b) Relationship of remuneration to
performance is clear and meets
appropriate performance industry
benchmarks; and

c) Remuneration to Directors and
Senior Management involves a
balance between fixed and incentive
pay reflecting short and long-term
performance objectives appropriate
to the working of the Company and
its goals.

It is affirmed that the remuneration
paid to Directors, Senior Management
and all other employees is as per the
Remuneration Policy of the Company.

STAKEHOLDERS’ RELATIONSHIP
COMMITTEE

Pursuant to Section 178(5) of the
Companies Act, 201 3 read with the
rules made thereunder and regulation

20 of the SEBI LODR Regulations, the

Board of Directors has duly constituted
Stakeholders'' Relationship Committee.
The detailed terms of reference,
constitution and other relevant details
of Stakeholders'' Relationship

Committee have been given in the
Corporate Governance Report forming
part of this Report.

RISK MANAGEMENT COMMITTEE

Pursuant to Section 134(3)(n) of the
Companies Act, 2013 read with the
rules made thereunder and regulation

21 of the SEBI LODR Regulations, the

Company has constituted a Risk

Management Committee of the Board
and also has in place a Risk
Management Policy approved by the
Board which focuses on the

determination of Company''s risk

identification, assessments, risk
mitigation strategies, risk quantification
and risk evaluation etc.

The objective of the Risk Management is
to identify the risks impacting the
business and formulate strategies /
policies aimed at risk mitigation as part
of risk management.

VIGIL MECHANISM / WHISTLE
BLOWER POLICY

Pursuant to Section 1 77 of the
Companies Act, 2013 read with the
rules made thereunder and regulation
22 of the SEBI LODR Regulations, the
Company has formulated and
implemented Vigil Mechanism / Whistle
Blower Policy for disclosing of any
unethical behavior, actual or suspected
fraud or violation of the Company''s
code of conduct and other improper
practices or wrongful conduct by
employees or directors of the Company.
The policy also provides for direct
access to the Chairman of the Audit
Committee. It is affirmed that no
personnel of the Company has been
denied access to the Audit Committee.

The Vigil Mechanism / Whistle Blower
Policy is available on the website of the
Company at

https://dcinfotech.com/investor-
relationship.php.

During the year under review, the
Company has not received any
complaints relating to unethical
behavior, actual or suspected fraud or
violation of the Code of Conduct for
Board of Directors and Senior
Management Personnel.

SEPARATE MEETING OF

INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the
Companies Act, 2013 and Regulation
25 of SEBI LODR Regulations, the
Independent Directors met once during
the year i.e. on February 13, 2025

without the presence of Non¬
Independent Directors, Executive
Directors and management

representatives.

The Independent Directors inter alia
discussed the performance of the
Board, Non-Independent Directors,
Chairperson, the management of the
Company, matters arising out of the
Board and Committee meetings and
assessed the quality, quantity and
timeliness of flow of necessary
information between the management
and the Board, required for the Board
to effectively and reasonably perform
its duties.

All the Independent Directors were
present at the meeting. The
Independent Directors expressed their
satisfaction with reference to
governance standards adopted by the
Company and advised strategic road¬
map for overall functioning of Board
processes and Company management.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to
provide Independent Directors with the
industry scenario, the socio-economic
environment in which the Company
operates, the business model, the
operational and financial performance
of the Company, significant
developments so as to enable them to
take well informed decisions in a timely
manner. This programme also seeks to
update the Directors on the roles,
responsibilities, rights and duties under
various Acts and other statutes. The
details of familiarisation provided to
the Directors of the Company are
available on the Company''s website at
https://dcinfotech.com/investor-
relationship.php.

ANNUAL EVALUATION OF THE
BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

In compliance with the provisions of
Section 134(3)(p) of the Companies
Act, 201 3 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, the
Board carried out annual evaluation of
its own performance, that of its
Committees and individual directors.

The performance of the Board and its
committees and individual directors
were evaluated by the Board after
seeking inputs from all the Directors on
the basis of criteria, such as
composition and structure of the Board,
quality of deliberations, effectiveness of
the procedures adopted by the Board,
participation of the Board and
committee meetings and governance
reviews etc.

As per Schedule IV to the Companies
Act, 201 3 a separate meeting of
Independent Directors was held to
reviewed the performance of Non -
Independent Directors, the Board as a
whole, and the Chairman of the
Company.

Criteria for evaluation of Board as a
whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees (if any)
and their roles;

v. The fl ow of information to board
members and between board
members;

vi. The quality and quantity of
information; and

vii. The Disclosure of Information to the
stakeholders.

Criteria for evaluation of the
Individual Directors

i. Ability to contribute and monitor
corporate governance practices;

ii. Ability to contribute by introducing
best practices to address top
management issues;

iii. Participation in long term strategic
planning;

iv. Commitment to the fulfilment of
director obligations and fiduciary
responsibilities;

v. Guiding strategy;

vi. Monitoring management

performance and development;

vii. Statutory compliance & corporate
governance;

viii. Attendance and contribution at
Board /Committee (if any)
meetings;

ix. Time spent by each of the member;
and

x. Core competencies.

CRITERIA OF MAKING PAYMENTS
TO NON-EXECUTIVE DIRECTORS

The policy of the Company on Criteria
of making payments to Non-executive
Directors is uploaded on to the
Company''s website and the same is
available at

https://dcinfotech.com/investor-
relationship.php.

REMUNERATION OF DIRECTORS
AND EMPLOYEES OF COMPANIES

The information required under Section
197(12) of the Act read with Rule 5 of
the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 201 4 forms part of this Report is
appended as to the Board''s report.

In terms of first proviso to Section 136
of the Act, the Report and Accounts are
being sent to the Members and others
entitled thereto, excluding the
information on employees'' particulars
as required pursuant to provisions of
Rule 5(2) and Rule 5(3) of the
Companies (Appointment and

Remuneration of Managerial Personnel)
Rules, 2014.

The said information is available for
inspection by the Members at the
Registered Office of the Company
during business hours on working days
of the Company up to the date of the
ensuing AGM. If any Member is
interested in obtaining a copy thereof,
such Member may write to the
Company Secretary in this regard.

The Information Required under Section
197 of the Act read with rule 5(1) of
The Companies (Appointment &
Remuneration of Managerial Personnel)
Rules, 201 4 A. Remuneration of each
Director & Key Managerial Personnel,
percentage of increase during the FY
2024-25, the ratio of the remuneration
of each of the director to the median
remuneration of the employees of the
company for the financial year 2024¬
25 is marked as Annexure-A.

STATUTORY AUDITOR AND AUDIT
REPORTS

Pursuant to provisions of Section 1 39 of
the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules,
201 4, the Company had appointed
M/s. DGMS & Co, Chartered
Accountants (Registration No.

0112187W), as the Statutory Auditors
of the Company to hold office for a
second term of 5 years, from the 06^th
GM held on 28th September, 2024 until
the conclusion of the 11th AGM of the
Company.

The Statutory Auditors have given a

confirmation to the effect that they are
eligible to be appointed and not
disqualified from continuing as the
Statutory Auditors.

The Auditors'' Report on the financial
statements for the financial year 2024¬
25 is self-explanatory and do not call
for any further explanation of the
Board.

During the Period under review, no
matter of actual or alleged fraud were
reported by the Statutory Auditor to the
Board.

The Auditors'' Report on the financial
statements of the Company for the year
ending March 31, 2025 is unmodified

i.e. it does not contain any
qualification, reservation or adverse
remark. The Auditors'' Report is
enclosed with the financial statements
forming part of the Annual Report.

COST AUDIT AND COST RECORDS

During the relevant period, for the
purpose of Section 1 48 of the
Companies Act, 201 3 read with the
rules made thereunder, maintenance of
cost records and requirement of cost
audit are not applicable for the
business activities carried out by the
Company.

SECRETARIAL AUDITOR AND
SECRETARIAL AUDIT REPORTS

Pursuant to the provisions of section
204 of the Companies Act, 201 3 read
with rules made thereunder, the Board
of Directors had appointed Mr. Dilip
Gupta, Practicing Company Secretary
( Mem b e rs h ip No. 2 1 7 2 7 , C O P No.
21 634), as Secretarial Auditor of the
Company for the financial year 2024¬
25 for conducting the Secretarial Audit
as required under the provisions of
Companies Act, 2013.

The Secretarial Audit Report given by
Mr. Dilip Gupta in Form No. MR-3, is
annexed as Annexure- B to this report.
There is no qualification, reservation or
adverse remark in the secretarial audit
report for the year ended March 31,
2025. The Company has complied with
the applicable Secretarial Standards
issued by the Institute of Company
Secretaries of India on Board Meetings
and Annual General Meetings as
notified under Section 118 of the Act.

Pursuant to the provisions of Section
204 of the Companies Act, 201 3 read
with the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of the
SEBI LODR Regulations, upon the
recommendation of the Audit
Committee, the Board of Directors
approved and recommended for
shareholders'' approval the

appointment of Mr. Dilip Gupta,
Practicing Company Secretary

(Membership No. 21 727, COP No.
21 634) for a term of 5 (five) years
beginning from FY 2025-26 to FY
2029-30, on such terms of
remuneration, including reimbursement
of out-of-pocket expenses, as may be
mutually agreed between the Board of
Directors of the Company and the
Secretarial Auditor.

In connection with the proposed
appointment, Mr. Dilip Gupta,
Practicing Company Secretary,

confirmed the eligibility and
independence to conduct the Secretarial
Audit. A resolution seeking the
approval of the Members for this
appointment is included in the Notice of
the AGM.

The Annual Secretarial Compliance

Report of the Company for the financial
year ended March 31, 2025 on

compliance of all applicable SEBI
Regulations and circulars/guidelines
issued thereunder was obtained from

Mr. Dilip Gupta, Secretarial Auditor.
The report is uploaded on the website
of the company at

https://dcinfotech.com/investor-
relationship.php.

INTERNAL AUDIT AND INTERNAL
FINANCIAL CONTROLS

The Company has in place well defined
and adequate internal controls
commensurate with the size of the
Company and the same were operating
effectively throughout the year. The
Company has an Internal Control
System, commensurate with the size,
scale and complexity of its operations.
Apart from in-house Internal Audit
function, to strengthen and maintain
transparency, the Company has also
appointed M/s Gaurav Radia,
Chartered Accountants, Mumbai, as
Internal Auditors of the Company in
accordance with Section 138 of the
Companies Act, 2013, to examine the
effectiveness of internal control system.

CHANGE IN ACCOUNTING
TREATMENT

There has been no change in the
accounting policies during the period
under review.

DEPOSITS

The Company has not accepted any
deposits from the public/members
under Section 73 of the Act read with
the Companies (Acceptance of
Deposits) Rules, 201 4 during the
financial year under review.

PARTICULARS OF LOAN,

GUARANTEE AND INVESTMENTS

During the year, the Company has not
granted any loans, make Investments
and given Guarantees under Section
186 of the Companies Act, 2013.

Particulars	2024-25	2023-24
	(in Rs. Lacs)	(in Rs. Lacs)
Foreign Exchange Earnings	2,045.63	985.28
Foreign Exchange Outgo	21,822.97	17,971.82

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

The particulars of contracts or
arrangements entered into by the
Company with related parties pursuant
to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in
Annexure-C in Form AOC-2 and the
same forms part of this Board''s Report.
The Company has developed a RPT
Policy for the purpose of identification
and monitoring such transactions.

All contracts/arrangements/transactions
entered into by the Company during the
financial year with related parties are in
compliance with the applicable
provisions of the Companies Act, 201 3
and the SEBI LODR Regulations. All
Related Party Transactions (RPTs) are
placed before the Audit Committee and
the Board for approval, if required. All
RPTs that were entered into during the
financial year were on arm''s length
basis and in the ordinary course of
business.

The Policy on RPT as approved by the
Board of Directors of the Company is
available on the Company''s website at
https://dcinfotech.com/investor-
relationship.php.

DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE
REGULATORS

There was no significant material order
passed by any regulator or court or
tribunal impacting the going concern
status of the Company and its future
operations.

HUMAN RESOURCES

A. Employee Relations

We believe that success of Company

depends on the talent and dedication of
our employees and we strive to attract,
hire, develop and retain outstanding
employees. In view of this, we have laid
down a comprehensive set of policies
aiming at attracting, retaining and
motivating employees. We believe
significant benefits are realized from
having a strong and seasoned
management team with many years of
experience in technology distribution
and related industries. We consider
relations with our employees to be
good.

B. Trade Relations

The Company maintained healthy,
cordial and harmonious industrial
relations at all levels. Despite severe
competition, the enthusiasm and
unstinting efforts of the employees have
enabled the Company to remain at the
forefront of the Industry.

Th is accord incorporates novel elements
such as introducing wide range of
products, nurturing healthy

competition, giving pocket friendly
credit cycles, timely clearance of dues,
easy accessibility to product heads, etc.
Your Company will continue in its
endeavour to build and nurture strong
links with trade allies, based on
mutuality, respect and co-operation

with each other and with consistent
consumer interest.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information pertaining to
conservation of energy, technology
absorption, foreign exchange earnings
and outgo, as required under the
Companies Act, 201 3, read with the
Companies (Accounts) Rules, 201 4 is
given hereunder:

A. Conservation of energy

Your Company is primarily engaged in
Trading and Distribution activities and
has not consumed energy of any
significant level and hence no
additional investment is required to be
made for reduction of energy
consumption. However, the Company
will continue with its efforts to conserve
the energy.

OTHER POLICIES UNDER SEBI
(LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS)

REGULATIONS, 2015

In accordance with the provisions of
Regulations 30 of the SEBI (Listing
Obligations and Disclosure

Requirements), Regulations, 2015, the
Company has formed policy for
determination of materiality for
disclosures of events or information.
The same has been hosted on the
website of the Company at
https://dcinfotech.com/investor-
relationship.php.

MATERIAL CHANGES BETWEEN THE
END OF THE FINANCIAL YEAR AND
THE DATE OF THIS REPORT

The Company has converted 2,40,000,
6,70,000 and 9,10,000 warrant into
equity shares being 100% funds
received by warrant holders on April
09, 2025, June 20, 2025 and June 27,
2025 respectively.

With the above change, the paid-up
share capital of the Company as on the
date of this report, stands at Rs.

B. Technology absorption

The Company'' s operations do not
require significant absorption of
technology.

C. Foreign Exchange Earnings and
Outgo

16,00,00,000/- having 1,60,00,000
Equity shares of Rs. 10/- each.

The Board of Directors has proposed to
incorporate a Wholly Owned Subsidiary
of the Company in the United Arab
Emirates (UAE) to further expand the
Company''s business operations
internationally.

MANAGEMENT DISCUSSION AND
ANALYSIS

A Management Discussion and Analysis
as required under the Regulation
34(2)(e) of SEBI LODR Regulations is
annexed herewith as Annexure-D and
forms part of the Boards'' Report.

CORPORATE GOVERNANCE

A separate report on Corporate
Governance is provided together with
the Certificate from the Practicing
Company Secretary confirming
compliance of conditions of Corporate
Governance as stipulated under the
SEBI LODR Regulations is separately
annexed herewith as Annexure-E and
forms part of this Annual Report.

DISCLOSURES RELATING TO
SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES

The Company does not have any
Subsidiary/Joint Ventures/Associate
Companies.

CORPORATE SOCIAL

RESPONSIBILITY

Your Company has the policy of giving
back to the society and has carried a
host of CSR activities this year. In line
with the requirement of Section 1 35 of
the Companies Act, 2013, your
Company having a Corporate Social
Responsibility Committee. The details of
Committee are provided in Corporate
Governance Report.

During the year, the Company has
spent Rs. 23,00,000/- on CSR activities
as annexed herewith Annexure-F to this
report.

PREVENTION AND REDRESSAL OF
SEXUAL HARASSMENT AT
WORKPLACE

As the per provisions of Section 4 of the
Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (''POSH Act''), the
Company has formulated and
implemented a Policy on "Prevention of
Sexual Harassment of Women at Work
Place" under the ''The Sexual
Harassment of Women at Workplace
(Prohibition, Prevention and Redressal)
Act, 2013''.

During the financial year 2024-25,
there were no complaints relating to
sexual harassment, pending at the
beginning of financial year, received
during the year and pending as at the
end of the financial year 2024-25.

COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961:

The Company has complied with the
provisions of the Maternity Benefit Act,
1961 and the Maternity Benefit
(Amendment) Act, 201 7. All eligible
women employees are extended
benefits in accordance with the law,
including paid maternity leave and,
where applicable. The Company
continues to maintain a gender-
inclusive and supportive workplace
environment.

Gender wise Employee Data

No of Male: 76 No of Female: 24 No
of Tr a n s g e n d er : Nil

GREEN INITIATIVE

The Ministry of Corporate Affairs
(''MCA'') has taken a Green Initiative in
Corporate Governance by permitting
electronic mode for service of
documents to members after
considering relevant provisions of the
Information Technology Act, 2000 and
Act and Rules made thereunder

Pursuant to provisions of Act, service of
documents to Members can be made by
electronic mode on the email address
provided for the purpose of
communication. If a member has not
registered an email address, other
permitted modes of service would
continue to be applicable.

Your Company sincerely appreciates
members who have contributed towards
furtherance of Green Initiative. We
further appeal to other Members to
contribute towards furtherance of
Green Initiative by opting for electronic
communication.

Members who have not provided their
email address will continue to receive
communications, dissemination,

notice(s), documents etc. via permitted
mode of service of documents. Further,
the members who request for physical
copies, will be provided the same.

DIRECTORS’ RESPONSIBILITY

STATEMENT

To the best of their knowledge and
belief and according to the information
and explanations obtained by them,
your Directors make the following
statements in accordance with the
provisions of Section 134(3)(c) and
134(5) of the Companies Act, 2013:

1) That in preparation of the Annual
Accounts, the applicable accounting
standards had been followed along
with proper explanation relating to
material departures, if any;

2) That the directors had selected such

accounting policies and applied
consistently and made judgments

and estimates that were reasonable
and prudent so as to give true and
fair view of the state of affairs of the
Company at the end of the financial
year and the profits of the Company
for the year under review;

3) That the Directors had taken proper

and sufficient care for the

maintenance of adequate accounting
records in accordance with the

provisions of this Act for

safeguarding the assets of the
company and for preventing and
detecting fraud and other
irregularities;

4) That the annual accounts have been
prepared on a ''going concern
basis.''

5) That proper internal financial
controls were in place and that such
internal financial controls are
adequate and were operating
effectively.

6) That proper systems to ensure
compliance with the provisions of all
applicable laws were in place and
that such systems were adequate
and operating effectively.

OTHER DISCLOSURES

i. Your directors state that no
disclosure or reporting is required
in respect of the following items as
there were no transactions for the
same during the year under review:

ii. The details of application made or
any proceeding pending under the
Insolvency and Bankruptcy Code,
201 6 during the year along with
their status as on March 31, 2025.

iii. The details of difference between

the amount of the valuation done at
the time of one-time settlement and
the valuation done while taking

loan from the Banks or Financial
Institutions along with the reasons
thereof.

iv. No disclosure is required under

Section 62(1)(b) of the Act in
respect of Employee Stock Option
Scheme as the provisions of the
said section read with Rule made
thereunder are not applicable.

v. No disclosure is required under

Section 67(3)(c) of the Act in respect
of voting rights not exercised

directly by the employees of the
Company as the provisions of the
said section are not applicable.

The Directors wish to place on record their sincere appreciation for the continued
co-operation, guidance, support and assistance extended during the period under
report by the bankers, suppliers and Government agencies. The Board of Directors
wishes to express its appreciation for the valuable contribution made by the
employees at all levels during the year under report.

For and on behalf of Board of Directors
DC Infotech & Communication Limited

ChetankumarTimbadia Devendra Sayani

Whole-Time Director Managing Director

DIN: 06731478 DIN: 06731484

Place: Mumbai
Date: 07-08-2025

---

Mar 31, 2024

Your Directors have pleasure in presenting the Sixth Annual Report on business and operations along with the Audited Financial Statements for the year ended March 31,2024.

BACKGROUND:

Company was originally formed as a Partnership Firm, under the Indian Partnership Act, 1 932 in the name and style of "DC Infotech" pursuant to partnership deed dated April 01, 1998. Further the Partnership Firm was converted into Public Limited Company "DC Infotech & Communication Limited" on January 15, 2019 pursuant to Part I of Chapter XXI of the Companies Act, 201 3 vide certificate of incorporation issued by Registrar of Companies, Central Registration Centre. The Corporate Identification Number of our Company is U74999MH2019PLC319622.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are: (AmountRs. in Lacs)

Particulars	March 31, 2024	March 31, 2023
Revenue from Operations and Other Income	46,065.79	35,989.39
Less: Expenses	44,502.18	35,040.53
Profit Before Tax	1,563.60	948.85
Less: Exceptional Items	-	-
Less: Extraordinary Items	-	-
Less: Tax Expenses	402.64	241.31
Profit after Tax	1,160.96	707.54
Balance brought forward	1512.80	805.26
Amount available for Appropriation,
Add: Share Premium Account	680.00	240.00
Less: Share Premium transferred to Equity Share Capital for Bonus	-	-
Less: Dividend Paid	-	-
Less: Dividend Distribution Tax Paid	-	-
Balance carried to Balance Sheet	3,353.76	1,752.80
Earnings per Share (Basic)	9.51	5.90
Earnings per Share (Diluted)	9.39	5.90

BUSINESS PERFORMANCE

The year gone by has been really profitable. The Company''s total revenue increased to Rs. 46,065.79 Lacs as compared to Rs. 35,989.39 Lacs in the previous year marking an increase by Rs. 10,076.40 Lacs.

The Company''s Net Profit after Tax stood at Rs. 1,160.96 Lacs as compared to Rs. 707.54 Lacs in the previous year registering an increase of by Rs. 453.42 Lacs.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

In order to conserve the financial resources for the further growth and aiding the financial resources, your directors have decided not to recommend any dividend for the financial year ended 31st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 201 3, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

TRANSFER TO RESERVES

The whole profit after tax has been transferred to reserves and surplus - other equity.

SHARE CAPITAL

The Authorized Share Capital of your Company is Rs.

17.00. 00.000 divided into 1,70,00,000 Equity Shares of Rs. 10/- each.

The Issued, Subscribed and paid-up Share Capital of the Company Rs. 13,00,00,000 divided into

1.30.00. 000 Equity Shares of face value of Rs. 10.00 each.

During the year Company has raised funds through Preferential Allotment and has issued and allotted 7,85,1 86 and 2,14,814 Equity shares of Rs. 10/- each with Premium of Rs. 44/- each in the Board meeting held on 17th January 2024 and 18th January 2024 respectively.

Further, the Company has also issued 30,00,000 Fully Convertible Warrants of Rs. 10/- each with Premium of Rs. 44/- each on Preferential basis in the Board meeting held on 17th January 2024.

The convertible warrants allotted as above shall be converted into one Equity Share can be exercised at any time within 18 months from the date of allotment

i.e 17.01.2024 on exercising the option against the warrants and on such other terms and conditions, subject to SEBI(ICDR) Regulation, 201 8 as applicable, from time to time.

With the above change, the paid-up share capital of the Company as on 31st March 2024, stands at Rs.

13,00,00,000/- having 1,30,00,000 Equity shares of Rs. 10/- each.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the period under review the company has increased Authorised Share Capital of the Company from from existing Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 17,00,00,000/- (Rupees Seventeen Crores) divided into 1,70,00,000 (One Crores Seventy Lacs) Equity Shares of having face value of Rs.10/- (Rupees Ten Only) by creating additional 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- each ranking pari

passu with the existing equity Shares of the Company.

Accordingly pursuant to approval of Shareholders of the Company obtained through postal ballot through remote e-voting ended on December 21, 2023, the existing clause V of the Memorandum of Association of the Company be substituted as follows:

V THE AUTHORISED SHARE CAPITAL OF THE COMPANY IS RS. 17,00,00,000/- (RUPEES SEVENTEEN CRORES ONLY) DIVIDED INTO 1,70,00,000/- (ONE CRORE SEVENTY LACS) EQUITY SHARES OF FACE VALUE RS. 10/-(RUPEE TEN ONLY) EACH.

ALTERATION OF ARTICLES OF ASSOCIATION

During the period under review pursuant to approval of Shareholders of the Company obtained through postal ballot through remote e-voting ended on December 21, 2023, the company has altered Articles of Association of the company and inserted new Article

i.e 7(1) which is as follows:

7 (i) Notwithstanding anything contained, further issue of securities may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules and in accordance with the pricing method prescribed to the listed entities under the regulations issued by Securities Exchange Board of India from time to time.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with norm specified in the SEBI Regulations with the Stock Exchange

Sr No	Name of Director	Designation	Date of Appointment	Date of Resignation	DIN
1	Mr. Chetankumar Hasmukhlal Timbadia	Managing Director	15/01/2019	-	06731478
2	Mr. Devendra Kishorkumar Sayani	Whole-time Director	15/01/2019	-	06731484
3	Mr. Jayeshkumar Kishorekumar Sayani	Director	15/01/2019	-	08332277
4	Ms. Sneha Pratik Satyuga	Independent Director	30/05/2019	-	08456107
5	Ms. Lipee Varun Vasani	Independent Director	29/07/2019	-	08521484
6	Mr. Chandrashekhar Maruti Gaonkar	Independent Director	27/06/2022	-	00002016
7	Mr. Piyush Shah	Chief Financial officer	02/05/2019	-	-
8	Mr. Bhavesh Singh	Company Secretary & Compliance Officer	16/03/2020	-	-

In terms of the provisions of the Act, Mr. Devendra Kishorkumar Sayani (DIN: 06731484), Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

BOARD MEETINGS

During the year, Nine Meetings of Board of Directors were convened and held and details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015.

AUDIT COMMITTEE

During the year, Seven Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that Audit Committee meets regularly to review reports, including significant audit

observations and follow-up actions thereon. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

During the year, One Meeting of Nomination and Remuneration Committee was convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The main objective of the Nomination and Remuneration policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

During the year, One Meeting of Stakeholders'' Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

RISK MANAGEMENT COMMITTEE

During the year, Two Meeting of Risk Management Committee was convened and held and details of which are given in the Corporate Governance Report. The Company has adopted a policy on risk management for assessment and minimization procedure of risk for periodical review by the Board.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI LODR Regulations 2015. Further, The Independent Directors are not liable to retire by rotation.

The Board of Directors has adopted the Code of Conduct for the Independent directors of the Company and the compliance of the same is affirmed by them annually.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors met once during the year i.e. on February 09, 2024 without the presence of NonIndependent Directors, Executive Directors and management representatives.

The Independent Directors inter alia discussed the performance of the Board, Non-Independent Directors, Chairperson, the management of the Company, matters arising out of the Board and Committee meetings and assessed the quality, quantity and timeliness of flow of necessary information between the management and the Board, required for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting. The Independent Directors expressed their satisfaction with reference to governance standards adopted by the Company and advised strategic roadmap for overall functioning of Board processes and Company management.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes. The details of familiarisation provided to the Directors of the Company are available on the Company''s website https://www.dcinfotech.com/investor-relationships/4.

BOARD EVALUATION

In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out annual evaluation of its own performance, that of its Committees and individual directors.

The performance of the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

As per Schedule IV to the Companies Act, 2013 a separate meeting of Independent Directors was held to be held to reviewed the performance of NonIndependent Directors, the Board as a whole, and the Chairman of the Company.

Criteria for evaluation of Board as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees (if any) and their roles ;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & corporate governance;

viii. Attendance and contribution at Board /Committee (if any) meetings;

ix. Time spent by each of the member; and

x. Core competencies.

CRITERIA OF MAKING PAYMENTS TO NONEXECUTIVE DIRECTORS

The policy of the Company on Criteria of making payments to Non-executive Directors is uploaded on to the Company''s website and the same is available at http://dcinfotech.com/investor-relationships/!.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANIES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is appended as to the Board''s report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars as required pursuant to provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The Information Required under Section 197 of the Act read with rule 5(1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 A. Remuneration of each Director & Key Managerial Personnel, percentage of increase during the FY 202324, the ratio of the remuneration of each of the director to the median remuneration of the employees of the company for the financial year 2023-24 is marked as Annexure-A.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013:

1. That in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. That the directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and the profits of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the annual accounts have been prepared on a ''going concern basis.''

5. That proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. DGMS & Co, Chartered Accountants (Registration No. 0112187W), were appointed as statutory auditors of the Company, for a period of 5 years, to hold office from the 1st Annual General Meeting until the conclusion of the 6th Annual General Meeting of the Company to be held for the financial year 2023-24. In terms of the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two) terms of 5 (five) consecutive years. M/s. DGMS & Co, Chartered Accountants is eligible for reappointment for a further period of five years.

Based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on August 13, 2024, approved the

reappointment of M/s. DGMS & Co, as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 6th Annual General Meeting until the conclusion of the 11th Annual General Meeting of the Company. The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

Considering the evaluation of the past performance, experience and expertise of M/s. DGMS & Co, and based on the recommendation of the Audit Committee, it is proposed to appoint M/s. DGMS & Co, as Statutory Auditors of the Company for a second term of five consecutive years till the conclusion of the 11th Annual General Meeting of the Company in terms of the aforesaid provisions.

The Company has obtained a certificate for their independence and eligibility for their appointment as Statutory Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

The Auditors'' Report on the financial statements for the financial year 2023-24 is self-explanatory and do not call for any further explanation of the Board.

During the Period under review, no matter of actual or alleged fraud were reported by the auditor (Statutory Auditor, Secretarial Auditor) to the Board.

The Auditors'' Report on the financial statements of the Company for the year ending March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of the Annual Report.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Dilip Gupta, Practicing Company Secretary (Membership No. 21727, COP No. 21634) as the Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended March 31, 2024.

The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse mark and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s Gaurav Radia., Chartered Accountants, Mumbai, as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

MAINTAINENCE OF COST RECORDS

The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

There are no Loans given, Investments made and Guarantees given by the Company during the period under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

Throughout the financial year, no noteworthy or substantial orders were issued by any regulatory authority, court, or tribunal that bear implications on the Company''s operational continuity or its conduct.

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

During the year, No Meeting of Internal Compliant Committee (under Sexual Harassment Policy) were held. The Company has a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the ''The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013''. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or other policies. The policy provides for adequate safeguards against victimization of employees who avail of mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The policy of the Company on Vigil Mechanism / Whistle Blower is uploaded on to the Company''s website and the same is available at https://dcinfotech.com/investor-relationships/4.

PERFORMANCE EVALUATION

In compliance with the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations, the assessment of the performance of the Board, its committees, and individual Directors for the financial year 2023-24 was conducted internally.

To maintain a heightened level of confidentiality and facilitate a streamlined evaluation process, a structured questionnaire was employed. Each Board member completed the evaluation template, which encompassed aspects related to the efficacy and overall engagement of the Board and its Committees. Parameters included the composition of the entities, execution of specific responsibilities, adequacy and promptness of information flow, depth of discussions during meetings, independence in judgment, decision-making, management actions, and more. The evaluation templates were formulated in line with the alterations introduced under the SEBI Listing Regulations. Directors were also invited to offer their invaluable insights and recommendations regarding the overall performance of the Board, its committees, and avenues for enhancement.

Additionally, the Independent Directors convened a meeting on February 09, 2024, exclusive of the participation of any other Director or Key Managerial Personnel, to review the performance evaluation of Non-Independent Directors and the entire Board of Directors, including the Chairman.

This review took into consideration the perspectives of both Executive and Non-Executive Directors.

The Independent Directors expressed contentment with the overall functioning of the Board, its assorted committees, and the performance of fellow NonExecutive and Executive Directors. They acknowledged the commendable leadership exhibited by the Chairman of the Board in upholding and adhering to the highest standards of corporate governance.

In sum, the Board conveyed its satisfaction with the assessment process, underscoring an elevated level of engagement between the Board, its committees, and the Management.

HUMAN RESOURCES

A. Employee Relations

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

B. Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Company''s operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

Particulars	2023-24	2022-23
	(in Rs. Lacs)	(in Rs. Lacs)
Foreign Exchange Earnings	985.28	448.00
Foreign Exchange Outgo	17,971.83	13,017.07

OTHER POLICIES UNDER SEBI (LISTING

OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015

In accordance with the provisions of Regulations 30 of the SEBI (Listing Obligations and Disclosure

Requirements), Regulations, 2015, the Company has formed policy for determination of materiality for disclosures of events or information. The same has been hosted on the website of the Company at the https://www.dcinfotech.com/investor-relationships/4.

MATERIAL CHANGES AND COMMITMENTS

No material changes have took Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the Company''s website on www.dcinfotech.com

RELATED PARTY TRANSACTIONS

During the year, Company has made several related party transactions which were in the ordinary course of

business and on an "arm''s length" basis. The particulars of contracts or arrangements entered into by the Company with related parties as referred in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC-2, is annexed herewith as Annexure-B to the Board''s Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure-C and forms part of the Boards'' Report.

SECRETARIAL AUDIT

The Secretarial Audit Report in form MR-3, for the financial year 2023-24, forms part of the Directors'' Report as Annexure-D.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is separately annexed herewith as Annexure-E and forms part of this Annual Report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility Committee. The details of Committee are provided in Corporate Governance Report.

During the year, the Company has spent Rs. 12,15,000/- on CSR activities as annexed herewith Annexure-F to this report.

GREEN INITIATIVE

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.

Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the members who request for physical copies, will be provided the same.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31,2024.

ii. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

iii. No disclosure is required under Section 62(1 )(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rule made thereunder are not applicable.

iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the period under report by the bankers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of Board of Directors DC Infotech & Communication Limited

Place: Mumbai ChetankumarTimbadia Devendra Sayani

Date: 13^th August, 2024 Managing Director Whole-Time Director

DIN: 06731478 DIN: 06731484

Place: Mumbai Registered Office:

DC Infotech and Communication Limited Registered Office:

Unit No.2, Aristocrate, Lajya Compound, Mogra Road, Andheri (E),

Mumbai - 400069, Maharashtra, India Telephone No. 022 28329000(Hunting),

Email: [email protected] website : www.dcinfotech.com